Thank you for using GitBook! We're happy you're here. Please read this Terms of Service agreement carefully before accessing or using GitBook. Because it is such an important contract between us and our users, we have tried to make it as clear as possible.
These GitBook Terms of Service (the “Agreement”) are made between GitBook Inc., a Delaware corporation (“GitBook”) and each party (a “Customer”) that executes an Order Form for the Service defined below. This Agreement consists of these terms, each Order Form (defined below) and all exhibits and amendment of any of the foregoing. By executing an initial Order Form or completing GitBook’s online account setup process, Customer agrees to all the terms set forth below.
1.1. “Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided such entity is not a competitor to GitBook or in the business of developing and offering products or technologies that are substantially similar to the Service.
1.2. “Applicable Law” means each federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to a party.
1.3. “Beta Features” means pre-production Service features or functionalities.
1.4. “Customer Data” means: (a) content that Customers publish using the Service, and (b) other data that Customers provide to GitBook when they use the Service.
1.5. “Documentation” means GitBook’s Service documentation at docs.gitbook.com or any successor site.
1.6. “Order Form” means as applicable: (a) GitBook’s online account setup and payment system, or (b) a document executed by both parties that identifies Customer’s Service subscription terms.
1.7. “Prohibited Content” means content that: (a) violates Applicable Law; (b) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (c) contains indecent or obscene material; (d) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (e) promotes unlawful or illegal goods, services, or activities; (f) contains false, misleading, or deceptive statements; (g) contains any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Service to cease functioning; (ii) in any way damage or corrupt data, storage media, programs, equipment, or communications; or (iii) otherwise interfere with the operations of the Service, including, without limitation, trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices.
1.8. The “Service(s)” consists of GitBook’s software-as-a-service product to help businesses manage technical documentation as described in more detail at www.gitbook.com.
1.9. “User(s)” means employees, contractors, or agents authorized by Customer to access and use the Services under Customer’s account.
2. GitBook Service Overview.
2.1. Provision of the Service. During each subscription term, GitBook will provide the Service to Customer as identified on each Order Form.
2.2. Subscription Term. Customer’s Service subscription will run for the time period specified in the Order Form. If no term is stated, no-charge accounts continue month-to-month and paid accounts will run for the prepaid period. As of the end of each prepaid period Customer’s subscription will automatically renew for an additional period of the same duration and GitBook will charge Customer’s credit card for the applicable fees. GitBook may increase fees for each renewal period. Customer may terminate its subscription at any time. On termination, Customer may continue to use the Service through the end of the prepaid subscription period. GitBook will not refund any prepaid fees on such termination. GitBook may terminate Customer’s subscription as of the end of Customer’s prepaid subscription period, or at any time in the case of no-charge accounts.
2.3. Orders by Affiliates. Customer’s Affiliates may subscribe to use the Service on execution of additional Order Forms referencing this Agreement. On execution of an Order Form by GitBook and the Affiliate, the Affiliate will be bound by the provisions of this Agreement as if it were an original party hereto.
2.4. Free Trials. GitBook may provide all or part of the Service on a free trial basis. If Customer registers for a free trial, GitBook will make one or more Services available to Customer on a trial basis until the earlier of: (a) the end of the trial period for which Customer registered to use the applicable Service, and (b) the start date of any Service subscription ordered by Customer.
2.5. Beta Features. From time to time, GitBook may invite Customer to try Beta Features. Customer may accept or decline any such trial in its sole discretion. Beta Features are for evaluation purposes only and not for production use, are not considered part of the Service under this Agreement, are not supported, and may be subject to additional terms. GitBook may discontinue Beta Features at any time in its sole discretion and may never make them generally available.
2.6. Compliance. Customer is solely responsible for: (a) the accuracy, content and legality of all Customer Data, and (b) any consents and notices required to permit: (i) Customer’s use and receipt of the Services, and (ii) GitBook’s access to and processing of Customer Data pursuant to this Agreement. GitBook does not pre-screen Customer Data published using the Service, but has the right (but not the obligation) to refuse or remove any Customer Data that, in its sole discretion, violates any GitBook terms or policies. Between GitBook and each Customer and User, GitBook disclaims any responsibility or liability for Customer Data published by Customer or its Users.
2.7. Customer Account Deletion. Customer must delete its account when it no longer wants to use the Service. When Customer deletes its account, all associated Customer Data will be deleted permanently and cannot be retrieved. GitBook reserves the right to expunge data from inactive accounts but has no obligation to do so.
3. Payment Terms.
3.1. Invoicing; Payments. Customer will pay GitBook the fees set forth in each Order Form. Fees for self-serve accounts must be paid by credit card or bank debit via the Service. Fees for other accounts will be invoiced and must be paid within 30 days after Customer’s receipt of the invoice, which may be sent by email. If Customer pays via card or another payment method, Customer: (a) represents and warrants that it has the right to provide the payment information to GitBook, and (b) authorizes GitBook to process payments using that information. GitBook reserves the right to charge a 3% surcharge for any card payments. Except as otherwise provided herein all fees are noncancelable and nonrefundable. If Customer believes that GitBook has billed Customer incorrectly, Customer must contact GitBook no later than 60 days after the date of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to GitBook’s customer support department.
3.2. Taxes. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on GitBook’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to GitBook hereunder. If an applicable tax authority requires GitBook to pay any taxes that should have been payable by Customer, GitBook will advise Customer in writing, and Customer will promptly reimburse GitBook for the amounts paid.
3.3. Delinquent Accounts. GitBook may suspend or terminate access to the Service if overdue fees are not paid promptly following notice from GitBook. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
4. Use Rights and Restrictions
4.1. Limited License. GitBook grants Customer the right to access and use the Service in accordance with the terms of this Agreement.
4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under Applicable Law, Customer may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism.
4.3. Use Restrictions. Customer will not and will not authorize, permit, or encourage any User or any third party to: (a) allow anyone other than its Users to access and use the Service; (b) reverse engineer, decompile, disassemble, download, access or otherwise attempt to discern the source code or interface protocols of the Service; (c) modify, adapt, or translate the Service; (d) make any copies of the Service; (e) resell, distribute, or sublicense the Service, or use any of the foregoing for the benefit of anyone other than Customer and its Users; (vi) remove or modify any proprietary markings or restrictive legends placed on the Service; (vii) use the Service in violation of any Applicable Law (including anti-spam laws); (viii) use the Service in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; or (ix) introduce, post, or upload to the Service any Prohibited Content.
4.4. Scraping. Customer will not and will not authorize, permit, or encourage any User or any third party to extract data from the Service via an automated process, such as a bot or webcrawler, except: (a) that Customer may archive its own Customer Data using automated means, or (b) for legitimate research or archival purposes or otherwise to the minimum extent permitted by Applicable Law.
4.5. API Usage. GitBook may provide APIs to help Customer import and export content from the Service. API usage is subject to the following limitations:
a. if GitBook determines that API calls to the Services are abusive or excessively frequent, GitBook may suspend or terminate access to APIss or require an upgrade to fee-based accounts.
b. Customers may not share API tokens to exceed GitBook's rate limitations. GitBook may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of GitBook's Service.
4.6. Bandwidth Usage. If bandwidth usage for no-fee accounts is significantly excessive in relation to other GitBook customers, GitBook reserves the right to suspend the account or throttle file hosting until Customer reduces bandwidth consumption. Fee-based accounts may be asked to pay more in case of excessive bandwidth usage.
4.7. Subdomains. Each account includes an optional gitbook.io subdomain. GitBook reserves the right to rename or remove gitbook.io subdomains for inactive accounts as well as to prevent namesquatting. This policy applies only to gitbook.io subdomains, not to Customer-hosted domains.
5. Ownership; Proprietary Rights.
5.1. No Ownership Assignment. This Agreement is for SaaS use rights. Neither party will assign ownership rights in any of its assets to the other pursuant to this Agreement, and neither party grants the other any rights or licenses not expressly set out in this Agreement.
5.2. What Customer Owns. Customer owns all right, title and interest in and to the Customer Data, and all intellectual property rights related to any of the foregoing.
5.3. What GitBook Owns. GitBook owns or has and retains all appropriate rights, title and interest in and to the Services, underlying software and all intellectual property rights related thereto. There are no implied licenses in this Agreement and GitBook reserves all rights not granted expressly in this Agreement.
5.4. License Grant Regarding Publication of Customer Data. Customer Data that Users post publicly, including documentation, comments, and contributions to other Users’ spaces, may be viewed by others. Customer, for itself and on behalf of each User who creates Customer Data within Customer’s account, grants GitBook a nonexclusive, worldwide license to use, display, and perform that Customer Data through the Service.
5.5. Moral Rights. Customer retains all moral rights in Customer Data, including the rights of integrity and attribution. The license grant above includes a waiver of moral rights solely and to the limited extent required so that GitBook can publish Customer Data via the Service.
6.1. Confidential Information. Subject to the limitations in the following paragraph, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. GitBook’s Confidential Information includes non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes all non-public Customer Data.
6.2. Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.
6.3. Nondisclosure. Each party covenants that it will not disclose any Confidential Information of the other party to any person or entity except: (a) to agents of the receiving party who have a need to know such information, who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. Neither party may use the other party’s Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
6.4. Return; Destroy; Protect. On the disclosing party’s request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains information disclosed by the disclosing party, the receiving party will continue to protect such information in accordance with Section 6.3: (x) for so long as it meets the definition of Confidential Information above; (y) if it constitutes a trade secret or personal data for so long as required under Applicable Law.
6.5. Customer Identification. GitBook may identify Customer as a user of the Services and may use Customer’s name and logo in GitBook’s customer list, press releases, blog posts, advertisements, and website.
7. Term, Termination, and Modification of the Service
7.1. Term. This Agreement will continue from the Effective Date through the end of Customer’s subscription term, unless terminated earlier according to Section 7.2.
7.2. Termination for Cause. In addition to any other remedies it may have, either party may terminate this Agreement upon written notice, if the other party: (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after written notice describing the breach; or (b) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets.
7.3. Effect of Termination. Upon termination of this Agreement: (a) Customer’s license rights will terminate and Customer must immediately cease all use of the Service; (b) Customer will no longer be authorized to access its account or the Service; (c) Customer must pay GitBook any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5, 6 and 10- 11 will survive termination.
8. Warranties and Covenants.
8.1. Authority. Each of GitBook and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
8.2. Limited Warranty. The Service, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable specifications will perform, in all material respects in accordance with the Documentation. Free trials and pre-release features are provided on an as-is basis without warranties other than the support terms in the following paragraph.
8.3. Support. Support consists of problem diagnosis and resolution of errors in the Service within a time reasonable under the circumstances and considering the impact of the problem on Customer. Support is available between 9:00 AM and 6:00 PM CET, Monday through Friday, not including US and European holidays.
8.4. Protection of Customer Data. GitBook will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with its security documentation at https://policies.gitbook.com/privacy-and-security/security and GitBook’s Data Processing Addendum located at https://policies.gitbook.com/privacy-and-security/privacy#dpa which is incorporated herein by reference. Those safeguards will include measures for preventing access, use, modification or disclosure of Customer Data by GitBook personnel except: (a) to provide the Service and to prevent or address service or technical problems, or (b) as Customer expressly permits in writing.
8.5. Compliance with Laws. Customer will comply with all laws applicable to its use of the Service. Without limiting the foregoing, Customer represents and warrants that it is not: (a) listed or identified on any U.S. government list of sanctioned parties, or (b) located in a country where it would be prohibited from using the Service due to economic sanctions or trade embargoes. Customer further covenants that it will comply fully with all United States and other export and sanctions laws applicable to Customer’s use of the Service, which include restrictions on destinations, end users, and end use. GitBook reserves the right to terminate Customer’s access to the Service if Customer engages in activities that violate these laws.
8.6. EXCEPT AS SET FORTH ABOVE THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GITBOOK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GITBOOK DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND GITBOOK DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
9.1. Indemnification by Customer. To the fullest extent permitted by law, Customer is responsible for its use of the Service, and Customer will defend, indemnify and hold harmless GitBook, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together the “ Related Parties”) from and against all liability, damage, loss, and expense, including attorneys’ fees and costs ("Losses”), arising out of or related to claims, demands, suits, actions or proceedings made or brought by third parties (collectively, “Claims”) against GitBook or its Related Parties arising from or related to the Customer Data.
9.2. Indemnification by GitBook. GitBook will defend, indemnify and hold harmless Customer and its Related Parties from and against all Losses arising from Claims alleging that the Service infringes or misappropriates a third party’s patent, copyright or other intellectual property rights. However, GitBook will have no such obligations to the extent Claims arise from: (a) modifications to the Service by anyone other than GitBook (provided that GitBook shall not be liable if GitBook made the modifications using requirements, documents, written specifications or other written materials submitted by Customer or its agents or representatives); (b) use of the Service in violation of this Agreement or the Documentation; (c) Customer’s use of the Service during a free trial period; (d) third party software or services or Customer Data.
9.3. Indemnification Procedure.
a. Promptly after a party seeking indemnification learns of the existence or commencement of a Claim, the indemnified party must notify the other party of the Claim in writing. The indemnifying party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by the indemnified party’s failure to give notice.
b. The indemnifying party will at its own expense assume the defense and settlement of the Claim with counsel reasonably satisfactory to the indemnified party. The indemnified party: (i) may join in the defense and settlement of the Claim and employ counsel at its own expense, and (ii) will reasonably cooperate with the indemnifying party in the defense and settlement of the Claim.
c. The indemnifying party may not settle any Claim without the indemnified party’s written consent unless the settlement: (i) includes a release of all Claims; (ii) contains no admission of liability or wrongdoing by the indemnified party; and (iii) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items.
d. The indemnified party must mitigate the damages or other losses that would otherwise be recoverable from the indemnifying party, including by taking actions to reduce or limit the amount of damages and/or other losses incurred.
10. Limitations of Liability
10.1. In no event will either party or its Related Parties be liable to the other party for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to this Agreement, the Service or Customer’s use of the Service, whether such claims are based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any party has been informed of the possibility of damage.
10.2. The aggregate liability of each party and its Related Parties to the other for all claims arising out of or relating to this Agreement, the Service or Customer’s use of the Service, whether in contract, tort, or otherwise, is limited to the greater of: (a) the amount Customer has paid to GitBook for access to and use of the Service in the 12 months prior to the event or circumstance giving rise to the claim and (b) US$100.
10.3. The foregoing paragraphs will not limit Customer’s payment obligations or either party’s liability for misappropriation of intellectual property rights in the other party’s products or services. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this section 10 will apply even if any limited remedy fails of its essential purpose.
11.1. Amendments. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by GitBook and Customer; provided that from time to time GitBook may modify this Agreement and changes will become effective as of the effective date identified by GitBook. GitBook will notify Customer of material changes by email, via the Service or other appropriate means. If Customer objects to an amendment its subscription will continue to be governed by the prior version of this Agreement until the end of Customer’s then-current subscription term. As of the renewal date Customer may accept the updated Agreement (which it will be deemed to do if Customer continues to use the Service or end its subscription and close its account. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.
11.2. Notices. All notices must be in writing and sent by email, postal mail or other recognized delivery method to the other party’s primary point of contact for this Agreement.
11.3. Integration. This Agreement, including any Order Forms, exhibits and any other agreements expressly incorporated by reference into this Agreement, is the entire and exclusive understanding and agreement between Customer and GitBook regarding Customer’s use of the Service. This Agreement expressly supersedes any nondisclosure agreements between the parties whether entered prior to subsequent to the Effective Date.
11.4. Assignment. This Agreement may not be assigned by either party without the other party’s written consent, whether by operation of law or otherwise; provided that either party may assign this Agreement without consent to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.
11.5. Construction; Interpretation. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by GitBook in lieu of or in addition to its Order Form, Customer’s purchase order shall be binding only as to the following terms: (a) the Services ordered and (b) the appropriately calculated fees due. Other terms shall be void. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement. A word importing the singular includes the plural and vice versa. Gendered pronouns are used for convenience and are intended to refer the masculine or feminine, as applicable. The word “including” shall be interpreted to mean “including without limitation”.
11.6. Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by Applicable Law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.
11.7. Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of law principles. Customer and GitBook submit to the personal and exclusive jurisdiction of the state courts and federal courts in California for resolution of any lawsuit or court proceeding permitted under this Agreement.
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