1 AN DAS REGIONALE HOCHSCHULRECHENZENTRUM KAISERSLAUTERN (RHRK) Antrag auf Einrichtung einer Organisationseinheit in der zentralen Versionsverwaltung GitHub Enterprise Titel, Vorname, Name: Fachbereich: Arbeitsgruppe / Lehrstuhl: Telefon (für Rückfragen): Als Verantwortliche/r der o.g. Arbeitsgruppe bzw. des o.g. Lehrstuhls bitte ich um die Einrichtung einer Organisationseinheit in der zentralen Versionsverwaltung GitHub Enterprise (GHE). Als Administrator 1 und Ansprechpartner für diese Organisationseinheit benenne ich bis auf Weiteres ( ). Mit meiner Unterschrift akzeptiere ich die folgenden Bedingungen: Für die Bereitstellung der Ressourcen im RHRK werden jährlich 250 EUR berechnet. Für nicht-kommerzielle Forschung und Lehre ist die Nutzung von GHE für Mitarbeiter und Studierende der TU Kaiserslautern kostenfrei. Für kommerzielle Forschung, betriebliche Nutzung (z.b. Webseiten-Entwicklung) oder externe Kooperationspartner fallen pro Nutzer und Jahr 250 EUR Lizenzkosten an. Alle Nutzer meiner Arbeitsgruppe / meines Lehrstuhls müssen ein eigenes Formular ausfüllen und die Nutzung entsprechend angeben. Änderungen sind umgehend durch Abgabe eines neuen Formulars bekanntzugeben. Von den beiliegenden 8-seitigen Lizenzbedingungen habe ich Kenntnis genommen. Ort, Datum Kostenstelle Unterschrift des Kostenstelleninhabers 1 Dieser Administrator legt Repositorien an und verwaltet die Zugriffsrechte dafür.
2 TO THE REGIONAL COMPUTING CENTRE KAISERSLAUTERN (RHRK) Application for the Installation of an Organizational Unit in the central Revision Control System GitHub Enterprise Title, First and Last Name: Department: Research Group / Chair: Telephone (for questions): As the person responsible for the above research group and/or chair, I hereby ask for the installation of an organizational unit in the central revision control system GitHub Enterprise (GHE). As administrator 2 and contact person for this organizational unit, I hereby name until further notice ( ). With my signature I accept the following conditions: 250 Euros are charged annually for providing the resources in the RHRK. The use of GHE for non-commercial research and study/teaching is free of charge for staff members and students at the University of Kaiserslautern. A license fee of 250 Euros per user and year is due for commercial research, operative use (e.g. web page development) or for external cooperation partners. All users of my research group / my chair must complete their own form and declare their use respectively. In the event of changes, a new form has to be submitted immediately. I have acknowledged the attached license agreement (8 pages). Place, Date Cost Centre Signature of Cost Centre Official 2 This administrator creates repositories and manages user access.
3 GITHUB ENTERPRISE LICENSE AND SUPPORT AGREEMENT (Annual Subscription) This ENTERPRISE LICENSE AND SUPPORT AGREEMENT (this "Agreement") is entered into as of the effective date ("Effective Date") set forth on the Order Form by and between GITHUB, INC., a California corporation ("GitHub") and the company or entity set forth on the Order Form and any Affiliates (defined below) of that company or entity ("Licensee"). 1. DEFINITIONS. The following terms will have the following meanings: "Affiliate" means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under the common ownership or control with a party, where ownership or control is denoted by having more than fifty percent (50%) of the voting power (or equivalent ownership interest) of the applicable entity. "Order Form" means the Order Form mutually agreed upon by the parties and attached to this Agreement as Exhibit A that, when signed by both GitHub and Licensee, is automatically incorporated into this Agreement by reference and creates a binding contract between the parties. "Seats" means the number of user accounts for the Software that Licensee is authorized to create as specified in the Order Form. "Software" means the object code form of GitHub's proprietary GitHub Enterprise Software application, and any Updates and Upgrades that are provided to Licensee by GitHub, and any related documentation made available to Licensee by GitHub ("Documentation"). "Updates" means a Software release containing error corrections, in object code form, which is made commercially available by GitHub and generally indicated by a change in the digit to the right of the second decimal point (e.g., a change from version x.x.x to x.x.y) and any corresponding changes to Documentation. "Upgrades" means a Software release containing new enhancements, features, or functionality, in object code form, which is made commercially available by GitHub and generally indicated by a change in the digit to the right of the first decimal point or a change in the digit to the left of the first decimal point (e.g., a change from version x.x.x to x.y.x or a change from version x.x.x to y.x.x) and any corresponding changes to Documentation. 2. LICENSE. Subject to the terms of this Agreement and Licensee's payment of all applicable Subscription Fees (defined below), during the Subscription Term (defined below), GitHub hereby grants to Licensee a revocable, non-exclusive, non-transferable, non-assignable (except as provided in Section 15.1) right and license (a) to download and install the Software on Licensee's servers for the number of Seats specified in the Order Form; (b) to use the Software solely for Licensee's internal operation and use; and (c) to use the Documentation solely for Licensee's internal operation and use. 3. RESTRICTIONS. 3.1 GENERAL. The license granted to Licensee under this Agreement is granted solely to Licensee and any Affiliates of Licensee. Licensee may not assign, sell, rent, lease, sublicense, lend, transfer, resell, or distribute the Software to any third party or use the Software on behalf of any third party unless otherwise agreed to in writing by GitHub in its sole discretion. Licensee agrees not to copy the Software, in whole or in part, except that Licensee may make copies of the Software and Documentation for backup and archival purposes only. Licensee agrees not to modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation and Licensee agrees to include all such notices on all copies. Licensee may not modify the Software, make derivative works based on the Software, or merge the Software into any other computer programs. Licensee may not reverse engineer, disassemble, or decompile the Software, in whole or in part, or otherwise attempt to derive its source code. Licensee agrees to use the Software in compliance with all applicable laws and regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions. 3.2 SEATS. The license granted to Licensee under this Agreement is limited to the number of Seats set forth in the Order Form. Only one person may use a Seat. Two or more people may not share a Seat. If Licensee desires to use the Software in excess of the Seats specified in the Order Form, Licensee must first obtain the written consent of GitHub by signing a new Order Form. If the parties agree to adding additional Seats, Licensee will pay the difference between the Subscription Fees for the -1-
4 original number of Seats specified in the Order Form and the Subscription Fees for the increased number of Seats specified in the new Order Form and, unless the parties otherwise agree in the new Order Form, the Effective Date will be the date the new Order Form is signed by both parties. Upon GitHub's request (such request not to be made more than once during any 12 month period without good cause), Licensee agrees to promptly deliver to GitHub (a) any usage files and reports generated by the Software to permit GitHub to verify the number of Seats actually used by Licensee during the applicable Subscription Term; and/or (b) a certification signed by one of Licensee's officers regarding the number of Seats actually used by Licensee during the applicable Subscription Term. Notwithstanding the foregoing, Licensee agree to reasonably cooperate with GitHub to verify the number of Seats actually used by Licensee during the applicable Subscription Term. If GitHub confirms that Licensee has exceeded the number of Seats for the applicable Subscription Term, in addition to any other remedies available under this Agreement or applicable law, Licensee agrees to pay to GitHub the applicable Subscription Fees for the additional Seats used by Licensee. 3.3 U.S. GOVERNMENT. The Software is "Commercial Computer Software" as defined under FAR For Licensees subject to the Defense Federal Acquisition Resolutions (DFAR), the Software and Documentation are licensed pursuant to GitHub's standard commercial license according to DFARS For all other government Licensees, use, duplication, or disclosure of the Software and Documentation by the U.S. Government is subject to restrictions set forth in subparagraph (b)(2) of 48 CFR , as applicable. 4. TITLE. Licensee acknowledges that, as between GitHub and Licensee, title and full ownership in and to the Software and all trade secret, copyright, and patent rights and all other intellectual property and proprietary rights in and to the Software (including, without limitation, any third-party software incorporated therein) remain with GitHub. Licensee is granted the limited license rights to use the Software as described in this Agreement. Licensee will take all reasonable steps to protect the Software in its possession from disclosure to or use by any third party. 5. TERM AND TERMINATION. 5.1 TERM. This Agreement is effective as of the Effective Date and will continue in force for a period of one year from the Effective Date or until terminated as provided herein ("Subscription Term"). Upon expiration of the then current Subscription Term, GitHub will deliver to Licensee an invoice for Subscription Fees for an additional one year renewal Subscription Term. Licensee may cancel its subscription by either providing written notice of non-renewal to GitHub at any time during the Subscription Term or within 30 days after the invoice date or by not paying the invoice within 30 days of the invoice date, and this Agreement will automatically terminate. The number of Seats and amount of Subscription Fees during any renewal Subscription Term will be the same as that during the prior Subscription Term unless GitHub has given Licensee written notice of a pricing increase in the invoice for the renewal Subscription Term and Licensee will have 30 days to cancel its subscription before such pricing increase becomes effective for the renewal Subscription Term. 5.2 TERMINATION BY GITHUB. GitHub may immediately terminate this Agreement if Licensee breaches any material term of this Agreement and, if such breach is capable of cure, Licensee fails to cure such breach within 20 days of written notice thereof. 5.3 TERMINATION BY LICENSEE. Licensee may immediately terminate this Agreement at any time and for any reason by providing written notice to GitHub. 5.4 EFFECT OF TERMINATION. Upon termination or expiration of this Agreement (a) the Subscription Term shall end; (b) Licensee will immediately stop using the Software; and (c) GitHub may disable the Software, although Licensee will continue to have access to its data. Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 4, 5.4, 7, , 11, 12, 14, and
5 6. SUPPORT. 6.1 GENERAL. Subject to Licensee's compliance with its payment obligations under this Agreement, GitHub will provide Licensee with technical support ("Support") during its regular business hours: 10:00 am to 6:00 pm Pacific Time, Monday through Friday, excluding observed holidays. Support will be provided by one or more of the following methods: and Webbased ticketing (through enterprise.github.com). Support includes: (a) assistance related to questions on the installation and operational use of the Software; (b) assistance in identifying and verifying the causes of suspected errors in the Software; and (c) providing workarounds for identified Software errors or malfunctions, where reasonably available to GitHub. Licensee will use commercially reasonable efforts to ensure that only persons properly trained in the operation and usage of the Software will use the Support. 6.2 UPDATES; UPGRADES. Throughout the Subscription Term, GitHub will make any Updates and Upgrades available for download through enterprise.github.com. 6.3 ERROR CORRECTIONS. Throughout the Subscription Term, GitHub will use its reasonable efforts to correct any reproducible error in the Software with a level of effort and within timeframes commensurate with the severity of the error and consistent with industry standards for similar support services. GitHub will have no obligation to correct all errors in the Software. Upon identification of any error, Licensee will notify GitHub of such error and provide GitHub with enough information for GitHub to reproduce the error. 6.4 LIMITATIONS. GitHub will not be responsible for correcting any errors not reproducible by GitHub on the unmodified Software or errors caused by: (a) Licensee's failure to implement all Updates and Upgrades provided by GitHub under this Agreement; (b) changes to the operating system or environment which adversely affect the Software; (c) any alterations of or additions to the Software made by parties other than GitHub; (d) use of the Software in a manner for which it was not designed; or (e) accident, negligence, or misuse of the Software. GitHub will only be obligated to support a particular version of the Software for a period of one year from the date of commercial release of such version or through six months following the date of commercial release of the subsequent Software version (Update or Upgrade), whichever is longer. Support for any earlier versions or for errors not covered under this Agreement may be obtained, if available, at GitHub's then current rates. 7. PAYMENT. Licensee agrees to pay to GitHub the subscription fees set forth in the Order Form ("Subscription Fees"). Licensee will pay all amounts due to GitHub in full within 30 days from the date of each invoice or such time (if any) stated in the Order Form. Unless otherwise agreed to between the parties in the Order Form, all amounts payable under this Agreement are denominated in and shall be payable in United States Dollars. Any undisputed amounts remaining unpaid following the payment due date, and all disputed payments that are paid following the resolution of such dispute, will bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (a) 1.0% per month and (b) the highest interest rate allowed by law. Licensee is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on GitHub's net income) that are imposed or become due in connection with the subject matter of this Agreement. Subscription Fees are non-refundable except as expressly provided in this Agreement or as otherwise agreed to in writing by GitHub in its sole discretion. 8. DELIVERY. Promptly following the Licensee's payment of the initial Subscription Fees, GitHub shall make the Software available on a secure, password-protected website for Licensee to access and download. The password provided to Licensee for this purpose shall be considered Confidential Information protected under the terms of this Agreement. 9. WARRANTY AND DISCLAIMER. 9.1 LIMITED WARRANTY. GitHub warrants that (a) the Software will not contain or transmit any computer code or other technology specifically designed to disrupt, disable, harm, or otherwise impede in any manner, any other software, hardware, computer system, or network (sometimes referred -3-
6 to as "malware," "viruses" or "worms"); (b) any services performed by GitHub pursuant to this Agreement will be performed in a good and workmanlike manner by appropriately qualified and trained personnel; and (c) for a period of 90 days following delivery of the Software to Licensee, the Software will perform in all material respects in conformance with the Documentation provided by GitHub with the Software. GitHub's sole obligation under the limited warranty set forth in this Section 9.1 is to use its reasonable efforts to correct or replace any non-conforming Software once GitHub has been made aware of such non-conformance or, in GitHub's sole discretion, to terminate this Agreement (in which event, Licensee will immediately stop using the Software) and refund the Subscription Fees paid by Licensee to GitHub for the then current Subscription Term. GitHub will have no responsibility if the Software has been altered in any way or if the failure arises out of use of the Software other than in a GitHub recommended hardware configuration. Any such misuse, accident, abuse, modification, or misapplication of the Software will void the warranty above. 9.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GITHUB DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. 10. LIMITATION OF LIABILITY NO CONSEQUENTIAL OR RELATED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID AND PAYABLE BY LICENSEE TO GITHUB DURING THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY EXCEPTIONS. The exclusions and limitations of liability in this Section 10 will not apply to (a) GitHub's indemnification obligations under Section 11; (b) each party's confidentiality obligations under Section 12; and (c) any unauthorized use of the intellectual property rights of one party by the other party. 11. INDEMNIFICATION INDEMNITIES. GitHub will defend Licensee against any claim, demand, suit, or proceeding made or brought against Licensee by a third party alleging that the use of the Software as permitted hereunder infringes or misappropriates the intellectual property rights of a third party ("Claim"), and shall indemnify Licensee for any damages, attorney fees, and legal costs finally awarded against Licensee as a result of such Claim; provided that Licensee (a) promptly gives GitHub written notice of such Claim; (b) gives GitHub sole control of the defense and settlement of such Claim (provided that GitHub may not settle any Claim against Licensee unless the settlement unconditionally releases Licensee of all liability); and (c) provides to GitHub all reasonable assistance, at GitHub's expense EXCEPTIONS. GitHub's will have no obligation to defend or indemnify Licensee for any Claim under Section 11.1 to the extent that the Claim results from: (a) modifications to the Software made by a party other than GitHub, if the infringement or misappropriation would not have occurred but for such modifications; (b) the combination, operation, or use of the Software with equipment, devices, -4-
7 software, systems, or data not supplied, approved, or intended by GitHub, if the infringement or misappropriation would not have occurred but for such combination, operation, or use; (c) Licensee's failure to use updated or modified Software provided by GitHub to avoid infringement or misappropriation; (d) Licensee's failure to stop using the Software after receiving written notice to do so from GitHub in order to avoid infringement or misappropriation; or (e) Licensee's use of the Software other than as authorized by this Agreement RIGHT TO AMELIORATE DAMAGES. If use of the Software is, or in GitHub's reasonable opinion is likely to be, subject to a Claim under Section 11.1, GitHub may, at its sole option and at no additional charge to Licensee: (a) procure for Licensee the right to continue using the Software; (b) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or (c) if options (a) and (b) above are not accomplished despite GitHub's reasonable efforts, terminate this Agreement (in which event, Licensee will immediately stop using the Software) and refund the Subscription Fees paid by Licensee to GitHub for the then current Subscription Term SOLE REMEDY. THIS SECTION 11 SETS FORTH GITHUB'S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND BY THE SOFTWARE. 12. CONFIDENTIALITY. Each party (a "Receiving Party") understands that the other party (the "Disclosing Party") may share certain information of a confidential nature during the Subscription Term. "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that should reasonably have been understood by the Receiving Party due to legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, including, without limitation, source code for the Software; any other non-public source code of either party; and any non-public product, service, technical, marketing, business, financial, or other information. The Receiving Party agrees, for itself and any Affiliate, agents, and employees, that it will not publish, disclose, or otherwise divulge or use (other than as expressly permitted under this Agreement) any Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party in each instance. Each party will use at least the same level of care to maintain the confidentiality of the other party's Confidential Information as it uses to maintain the confidentiality of its own non-public information, and in no event less than a reasonable degree of care. Without granting any right or license, the Disclosing Party agrees that the foregoing will not apply with respect to information that the Receiving Party can document (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any Affiliate, agent, or employee (provided, however, that an item of Confidential Information shall not be considered in the public domain due to the fact that the individual elements that comprise that item can be found in the public domain); (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by a third party without violating any obligations to the Disclosing Party; (iv) is independently developed by the Receiving Party without reference to such Confidential Information; or (v) is compelled to be disclosed pursuant to any statutory or regulatory authority, court order, or legal process, provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible. 13. [INTENTIONALLY OMITTED] 14. GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to any principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California and the parties irrevocably consent to the personal jurisdiction and venue therein. -5-
8 15. MISCELLANEOUS ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns SEVERABILITY. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed will be deleted and the remaining provisions of this Agreement will continue in full force and effect NOTICES. All notices provided hereunder will be in writing, delivered personally, by e- mail or sent by overnight courier, registered or certified mail to the addresses specified in the Order Form or such other address as may be specified in writing by notice given in accordance with this Section All such notices will be deemed to have been given: (a) upon receipt when delivered personally; (b) upon receipt when delivered by ; or (c) in the case of overnight courier, one weekday after delivery to the overnight courier WAIVER. Performance of any obligations required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described therein. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion FORCE MAJEURE. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or services as a result of causes beyond its reasonable control, and without its fault or negligence, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failure, and power failures INDEPENDENT CONTRACTORS. GitHub and Licensee are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship between GitHub and Licensee COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed an original, and all of which together will constitute one and the same agreement. Facsimile and electronic (e.g., PDF) signatures shall be as effective as original signatures. This Agreement shall be effective only after it has been duly executed by both parties AMENDMENTS; ENTIRE AGREEMENT. No modification, change, or amendment of this Agreement shall be binding upon the parties, except by mutual express consent in writing of subsequent date duly signed by the authorized representatives of each of the parties. This Agreement, including properly incorporated Order Form(s), constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. -6-
9 ADDENDUM TO LICENSE AND SUPPORT AGREEMENT RE EDUCATIONAL USE This ADDENDUM TO LICENSE AND SUPPORT AGREEMENT RE EDUCATIONAL USE (this Addendum ), effective as of, 20 (the Effective Date ), by and between GITHUB, INC., a Delaware corporation ( GitHub ) and University of Kaiserslautern ( Licensee ), supplements that certain GitHub Enterprise License and Support Agreement effective as of, 20 by and between the parties (the License and Support Agreement ). Licensee, an educational institution, desires to permit its students, faculty, and researchers to use the Software (defined below) installed on Licensee s servers for non-commercial, academic use according to the terms of this Addendum; and GitHub is willing to grant such additional rights to Licensee according to the terms of this Addendum. The parties agree as follows: 1. DEFINITIONS. All capitalized terms used and not otherwise defined or modified herein shall have the meaning given to them in the License and Support Agreement. Enrolled Student means any student who is officially enrolled as a student at Licensee s educational institution. Associated Faculty means any academic or research faculty member or researcher who is formally associated with the Licensee s educational institution. Software means the object code form of GitHub s proprietary GitHub Enterprise Software application that has been provided to Licensee by GitHub and installed on Licensee s servers according to the terms of the License and Support Agreement. Term is defined in Section EDUCATIONAL USE LICENSE. Subject to the terms of this Addendum and the terms of the License and Support Agreement and payment of the License Fee (defined below), during the Term, GitHub hereby grants to Licensee a revocable, non-exclusive, non-transferable, non-assignable right and license to permit its: (a) Enrolled Students to run and use the Software installed on Licensee s servers solely for such Enrolled Students non-commercial, academic use related to such Enrolled Students studies at Licensee s educational institution and (b) Associated Faculty to run and use the Software installed on Licensee s servers solely for such Associated Faculty s non-commercial, academic use related to such Associated Faculty s academic research at Licensee s educational institution. Upon GitHub s reasonable request, Licensee shall promptly provide GitHub with documentation sufficient for GitHub to verify, in its sole discretion, that a particular use of the Software complies with the scope of the license grant in this Section 2. By way of example, privately funded research to support the marketing of tobacco products or weapons is not academic research for purposes of this Addendum. Licensee shall promptly stop any use of the Software by Enrolled Students and/or Associated Faculty that GitHub has determined does not comply with the scope of the license grant in this Section 2 upon notice thereof from GitHub. 3. RESTRICTIONS. Licensee agrees to not charge any license or other fee to Enrolled Students or Associated Faculty in connection with use of the Software. Licensee is responsible and liable for Enrolled Students and Associated Faculty s use of the Software. Licensee agrees to cooperate with GitHub to enforce the terms of this Addendum and the License and Support Agreement in connection with Enrolled Students and Associated Faculty s use of the Software, including, without limitation, sending appropriate notices to and terminating access to the Software for Enrolled Students or Associated Faculty who misuse the Software in any way, promptly upon GitHub s reasonable request. 4. LICENSE FEES. Licensee agrees to pay to GitHub an additional license fee equal to $2,500 ( License Fee ) for the additional license rights granted in this Addendum. The initial License Fee payment is due in full upon execution of this Addendum. Subsequent License Fee payments will be invoiced according to the payment terms set forth in the License and Support Agreement. 5. INDEMNIFICATION. To the maximum extent permitted by applicable law, Licensee hereby agrees to indemnify and defend GitHub from and against any and all causes of action, liabilities, claims, losses, costs, damages, and expenses (including reasonable attorneys fees and legal costs, which shall be reimbursed as incurred) arising from or relating to Enrolled Student s and/or Associated Faculty s use of the Software. SMRH:
10 6. NO WARRANTY OR SUPPORT. NOTWITHSTANDING ANY REPRESENTATIONS AND WARRANTIES GRANTED TO LICENSEE BY GITHUB IN THE LICENSE AND SUPPORT AGREEMENT, IN CONNECTION WITH ENROLLED STUDENTS AND ASSOCIATED FACULTY S USE OF THE SOFTWARE AS CONTEMPLATED BY THIS ADDENDUM, THE SOFTWARE IS PROVIDED AS IS WITH NO TECHNICAL SUPPORT OR REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LICENSEE SPECIFICALLY AGREES THAT (A) GITHUB IS NOT OBLIGATED TO PROVIDE ANY TECHNICAL SUPPORT TO ENROLLED STUDENTS OR ASSOCIATED FACULTY; AND (B) GITHUB IS NOT LIABLE TO ENROLLED STUDENTS OR ASSOCIATED FACULTY FOR ANY LOSS OR DAMAGES ARISING FROM OR RELATING TO THEIR USE OF THE SOFTWARE. 7. TERM; TERMINATION. This addendum is coterminous with the License and Support Agreement, unless earlier terminated according to this Section 7 (the Term ). Either party may immediately terminate this Addendum at any time and for any reason by providing written notice to the other party. Upon termination or expiration of this Addendum for any reason (a) the Term shall end; (b) all licenses and rights to use the Software granted hereunder shall immediately terminate; and (c) Licensee will immediately take all reasonable steps to ensure that Enrolled Students and Associated Faculty stop using the Software. Those provisions of this Addendum that by their sense and context should survive any termination or expiration of this Addendum will be deemed to survive and remain in full force and effect, including, without limitation, Sections 3, 4, 5, 6, 7, 8 and MARKETING. Notwithstanding any contrary provision in the License and Support Agreement, GitHub may use Licensee s name and/or logo for the sole purpose of indicating the existence of a customer relationship between Licensee and GitHub. Any other use of Licensee s name or logo will require Licensee s prior written consent. Licensee agrees to reasonably cooperate with GitHub to market and promote GitHub and the Software to Enrolled Students and Associated Faculty. 9. INTERPRETATION. This Addendum is intended to supplement the License and Support Agreement solely with respect to Licensee allowing Enrolled Students and Associated Faculty to use the Software. This Addendum does not modify Licensee s rights and obligations with respect to the Software as set forth in the License and Support Agreement. No modification, change, or amendment of this Addendum shall be binding upon the parties, except by mutual express consent in writing of subsequent date duly signed by the authorized representatives of each of the parties. This Addendum, together with the License and Support Agreement, constitutes the entire agreement and understanding of the parties with respect to Enrolled Students and Associated Faculty using the Software, and supersedes any and all prior understandings and agreements, whether oral or written, between the parties with respect to the same. BY SIGNING BELOW, THE PARTIES AGREE TO THE TERMS SET FORTH IN THIS ADDENDUM. GITHUB, INC. University of Kaiserslautern Sign: Name: Title: Date: Sign: Name: Title: Date: SMRH: