Terms of Service

1. Agreement

The following Terms of Service (the Terms) constitute a binding agreement between you and Gitlip (Gitlip, we, our, and us). These Terms set forth conditions regarding your access to and use of https://www.gitlip.com (the Website). By accessing or using the Website in any manner, you agree to be bound by these Terms.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE WILL BE RESOLVED IN ACCORDANCE WITH SECTION 17 BELOW.

2. Modification

Gitlip reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms. By continuing to access or use the Website, you are indicating that you agree to be bound by any modified Terms.

3. Privacy

These Terms include the provisions in this document as well as those in our Privacy Policy.

4. Acceptable use

Gitlip hereby grants you permission to access and use the Website, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

• You may only use the Website in accordance with these Terms.
• You may only use the Website for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
• You may not make any unauthorized use of the Website.
• You may not use the Website in any manner that Gitlip deems to be harmful, violent, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• You may not interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
• You may not upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices.
• You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Website.
• You may not copy, rip, or capture any content encountered on the Website. This includes bulk copying or "scraping" any portion of the Website content using a bot or other tool.
• You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Website.
• You may not defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Website.
• You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Website or associated documentation.
• You may not engage in unauthorized framing of or linking to the Website.

5. Content

As between you and Gitlip, Gitlip owns all right, title and interest in and to the materials made available to you through the Website, including, but not limited to, text, graphics, data, photos, images, videos, and illustrations (all of the foregoing except User Content, the Gitlip Content).

You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit the Gitlip Content, except as necessary to access and use the Website in accordance with these Terms.

You can use the code editing functionality on the Website to post, upload, submit and transmit content (collectively, User Content). As between you and Gitlip, you own all right, title, and interest in and to your User Content. By submitting any User Content on or through the Website, you grant to Gitlip a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, publicly display, transmit, access, and otherwise exploit such User Content, in order to provide the code editing functionality to you and any other users who you may share your code editor with. To the extent that your User Content includes personally identifiable information, we will only disclose such information in the limited circumstances identified in our Privacy Policy.

To the extent you share your code editor with other users, you hereby grant to those users a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, to use, view, copy, adapt, modify, distribute, publicly display, transmit, access, and otherwise exploit any of your User Content that is on that code editor.

You acknowledge and agree that you are solely responsible for your User Content. Accordingly, you represent and warrant that (i) you have all rights, licenses, consents and releases that are necessary to grant to Gitlip and other users the licenses above, and (ii) each identifiable individual person in your User Content has given you written consent to use the person's name or likeness (as applicable) in your User Content in any manner contemplated by the Website and these Terms.

GITLIP HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE GITLIP FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM OR DAMAGES ARISING FROM OR RELATED TO YOUR USER CONTENT AND ANY DISPUTES, DEALINGS, OR INTERACTIONS BETWEEN YOU AND ANY OTHER USERS OR THIRD PARTIES.

6. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Website ("Feedback"). You agree that Gitlip has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Website.

7. Copyright Infringement

Gitlip respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA") of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, Gitlip will respond to claims of copyright infringement committed using the Website that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Website by providing us the following information (the "Notice"):

• the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
• the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Website where such material may be found;
• your mailing address, telephone number, and, if available, email address;
• a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
• a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
• your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

Email: hello@gitlip.com

Mail:

Shard Systems Ltd
Tintagel House
92 Albert Embankment
London, United Kingdom, SE1 7TY

Upon receipt of the Notice as described above, Gitlip will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Website.

8. Third-party websites

We may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that we do not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of those services is subject to their respective terms of service. We do not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services. We disclaim any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against us with respect to the content or operation of any such third-party websites and services.

9. Termination

Gitlip may immediately and without notice terminate these Terms and disable your access to the Website if Gitlip determines, in its sole discretion, that (a) you have breached these Terms, or (b) you have violated applicable laws, regulations or third party rights.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding indemnification and disputes between us.

10. Indemnification

To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Gitlip, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages, losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Website, and (b) your violation of these Terms.

11. Disclaimer of warranties

YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE WEBSITE AT YOUR OWN RISK. THE WEBSITE AND GITLIP CONTENT ARE ALL PROVIDED "AS IS," AND GITLIP, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. GITLIP, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE WEBSITE.

Because some states do not permit disclaimer of implied warranties, you may have additional rights under your local laws.

12. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GITLIP (OR ITS LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $20, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Notices

Any notices or other communications permitted or required hereunder will be in writing and given by Gitlip by posting to the Website.

14. No waiver

The failure of Gitlip to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

15. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Gitlip's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Gitlip may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

16. Severability

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

17. Governing law; arbitration

These Terms are governed by and will be construed under the laws of England and Wales, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Website, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in the jurisdiction of your most recent physical address or, if there is no such jurisdiction, in London, England. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in English courts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND GITLIP ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18. Entire agreement

These Terms constitute the entire agreement between you and Gitlip regarding your use of the Website, and supersede all prior written or oral agreements.

19. Contact Us

If you have any questions about the Website, please do not hesitate to contact us at hello@gitlip.com.