GitStart Terms of Service

Acceptance of Terms

These Terms of Use and Service (the "Terms") are a binding contract between you and Murcul Inc, ("GitStart," "we" and "us"). You must agree to and accept all of the Terms, or you don't have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy (https://gitstart.com/privacy-policy).

Your Agreement with GitStart

Your use of the GitStart Service is governed by this agreement (the "Terms"). The "Service" means the services GitStart makes available including our websites (https://www.gitstart.com/), our blog, our API, and any other software, sites, and services offered by GitStart in connection to any of those. "Customer Source Code" means any source code you make available to GitStart for the purpose of using the Service and any code generated on your behalf. "GitStart Content" means all materials, content, and code generated by GitStart for GitStart to provide and improve the Service (including metric data) and does not include Customer Source Code.

In order to use the Service, You (the "Customer", "You", or "Your") must first agree to the Terms. You understand and agree that GitStart will treat Your use of the Service as acceptance of the Terms from that point onwards.

GitStart may make changes to the Terms from time to time. You may reject the changes by terminating Your account. You understand and agree that if You use the Service after the date on which the Terms have changed, GitStart will treat Your use as acceptance of the updated Terms. If you have any questions about the Terms, please contact us.

Your Account

• You must be a human. Accounts created by automated methods are not permitted.
• You may not use the service unless you are over the age of 13.
• You may not use the Service if You are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which You are resident or from which You use the Service.
• You may not access or use the Service in violation of any economic or financial sanctions or trade embargoes imposed, administered, or enforced by the United States, the European Union, any EU Member State, the United Kingdom, or any other relevant jurisdiction.

Use of the Service

• You must provide accurate and complete registration information any time You register to use the Service.
• You are responsible for the security of Your passwords and for any use of Your account.
• Your use of the Service must comply with all applicable laws, regulations, and ordinances.
• You agree to not engage in any activity that interferes with or disrupts the Service.
• GitStart reserves the right to enforce quotas and usage limits at its sole discretion, with or without notice.

Review and Approval of Pull Requests and Ticket Estimates

Ticket Estimate Approvals

• Upon receipt of ticket assignment estimates from GitStart, You are obligated to review and either approve or object to the provided estimates.

Management of GitStart Pull Requests (PRs)

• It is Your responsibility to ensure that Pull Requests submitted by GitStart are not left under review. You must either:
• Merge the PRs to accept them,
• Request changes to the PRs, or.
• Close the PRs with a specified reason if You do not intend to incorporate the proposed code changes.

Fees for Use of the Service

• GitStart works and charges monthly on the basis of credits. You purchase credits in advance or are billed monthly for credit usage, charges are autocharged.
• Charges are solely based on GitStart's measurements of Your use of the Service, defined by Your approval of Ticket Estimates.
• Payments are non-refundable.
• All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.
• You acknowledge and agree that any credit card and related billing and payment information that You provide to GitStart may be shared by GitStart with companies who work on GitStart's behalf, such as payment processors, solely for the purposes of checking credit, effecting payment to GitStart, and servicing Your account.

Cancellation and Termination

• You can cancel Your account by sending an email to Client Success.
• You will not receive any refunds for unused credits if You cancel Your account, unless You cancel within in the Opt Out window as defined on Your Sales Orders for prepaid credits.
• All access to Customer Source Code must be terminated by You, we will within a reasonable amount determined solely by us ensure our systems no longer contain any linkages to Customer Source Code repositories.

Confidentiality

GitStart will comply with the terms of any nondisclosure agreement between you and us. If no such agreement exists, GitStart:

• Will protect and keep confidential all confidential or proprietary information (including but not limited to all information relating to Customer’s technology, customers, business plans, marketing activities, and finances).
• Shall not disclose or transfer, directly or indirectly, any such information to any third party, unless such information is or becomes part of the public domain.
• Will use, disclose, and copy such information only for the purpose of fulfilling its obligations under the Services.
• Will return or destroy such information upon your request or termination of this agreement.
• All such information will remain your exclusive property, and GitStart will have no rights to use such information except as expressly provided in this agreement.

Customer Source Code

• GitStart claims no ownership or control over any Customer Source Code. You retain copyright and any other rights You already hold in the Customer Source Code and You are responsible for protecting those rights, as appropriate.
• You agree to assume full responsibility for configuring the Service to allow appropriate access to any Customer Source Code provided to the Service.
• You understand that private projects will display Customer Source Code to You and any collaborators for that project.
• GitStart is not responsible if you fail to configure, or misconfigure, your project and inadvertently allow unauthorized parties to view any Customer Source Code.

Intellectual Property Rights

All intellectual property arising from the services, excluding any pre-existing Customer materials, shall be owned by the Customer. GitStart acknowledges that all deliverables and associated intellectual property rights are the exclusive property of the Customer, including work completed during any Proof of Concept (POC) phase, and are being created for the exclusive ownership of Customer and that each of the deliverables being created by GitStart will be considered “work made for hire” under the United States Copyright Act and, at all stages of development, each of the deliverables shall be and remain the sole and exclusive property of Customer. GitStart hereby assigns all right, title, and interest in such deliverables to the Customer, including all intellectual property rights therein.

Ideas and Feedback

You may choose to or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place GitStart under any fiduciary or other obligation and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Modification of the Service

• You acknowledge and agree that the Service may change from time to time without prior notice to You.
• Changes include, without limitation, security patches, added or removed functionality, and other enhancements or restrictions.
• GitStart may change its fees and payment policies for the Service by notifying You at least thirty (30) days before the billing cycle in which such change will take effect.
• GitStart shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Use of Artificial Intelligence Tools

GitStart leverages advanced Artificial Intelligence (AI) tools and technologies to enhance the efficiency, accuracy, and delivery of its services. These AI tools are utilized as part of the development process, including but not limited to, automating code reviews, optimizing code suggestions, and facilitating ticket assignments.

• Integration of AI Tools: You acknowledge and agree that GitStart may use AI tools as subprocessors to assist in the provision of the Service. The specific AI tools employed may vary based on project requirements, technological advancements, and GitStart's discretion.
• Data Handling and Privacy: GitStart is committed to maintaining the confidentiality, integrity, and security of data processed by AI tools. GitStart ensures that all AI subprocessors adhere to data protection standards consistent with GitStart's privacy policies and applicable laws. GitStart does not use your data for training AI models or improving the performance of AI tools.
• Transparency and Disclosure: GitStart will provide transparency regarding the use of AI tools upon request. Information about the AI subprocessors, including their roles and the nature of their services, will be made available to You, ensuring clarity and openness in their application.
• Ethical Use and Compliance: GitStart is dedicated to the ethical use of AI, ensuring that all AI tools and technologies are employed in a manner that is fair, responsible, and compliant with relevant regulations. This includes adherence to principles of non-discrimination, privacy, and security.
• Adjustments and Modifications: GitStart reserves the right to introduce new AI tools, modify the use of existing AI technologies, or discontinue the use of certain AI subprocessors as part of its ongoing effort to improve service delivery. Any significant changes affecting the use of AI tools will be communicated to You in a timely manner.
• Liability and Limitations: GitStart shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the use of AI tools beyond the scope of agreed-upon services. You agree that the use of AI tools is at your own discretion and risk, and You will be solely responsible for any outcomes that arise from their use in your projects.

License from GitStart and Restrictions

All of the GitStart Content available on or through the Service, including without limitation, text, photographs, graphics, logos, trade/service marks, and/or audiovisual content, but expressly excluding Customer Source Code, is owned and/or controlled by GitStart, or other licensors or Service users and is protected, as applicable, by copyright, trademark, trade dress, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Service and any underlying technology or software used in connection with the Service contain our proprietary information.

Subject to and conditioned upon your compliance with these Terms of Service, we grant you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the software provided to You by GitStart as part of the Service provided to You by GitStart. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Service as provided by GitStart, in the manner permitted by the Terms.

Open-source software licenses for components of the Service released under an open-source license constitutes separate written agreements. To the limited extent that the open-source software licenses expressly supersede these Terms of Service, the open-source licenses govern Your agreement with GitStart for the use of the components of the Service released under an open-source license.

Links to Other Websites

The Service may contain advertisements and/or links to other websites (“Third Party Sites”). GitStart does not endorse, sanction, or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If you decide to leave the Site and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, you do so at your own risk. Once you access a Third Party Site through a link on our Site, you may no longer be protected by these Terms of Service and you may be subject to the terms and conditions of such Third Party Site. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site, or relating to any software you use or install from a Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. GitStart bears no responsibility for any action associated with any Third Party Site.

Disclaimers of Warranties

If you access the service, you do so at your own risk. We provide the service "As is", "With all faults" and "As available". We make no express or implied warranties or guarantees about the service. To the maximum extent permitted by law, we hereby disclaim all such warranties, including all statutory warranties, with respect to the service, including without limitation any warranties that the service is merchantable, of satisfactory quality, accurate, fit for a particular purpose or need, or non-infringing. We do not guarantee that the results that may be obtained from the use of the service will be effective, reliable or accurate or will meet your requirements. We do not guarantee that you will be able to access or use the service (either directly or through third-party networks) at times or locations of your choosing. We are not responsible for the accuracy, reliability, timeliness or completeness of information provided by any other users of the service or any other data or information provided or received through the service. Except as expressly set forth herein, GitStart makes no warranties about the information systems, software and functions made accessible by or through the service or any security associated with the transmission of sensitive information. GitStart does not warrant that the service will operate error-free, that errors in the service will be fixed, that loss of data will not occur, or that the service or software are free of computer viruses, contaminants, or other harmful items. Under no circumstances will code beat, any of our affiliates, distributors, partners, licensors, and/or any of our or their directors, officers, employees, consultants, agents, or other representatives be liable for any loss or damage caused by your reliance on information obtained through the service.

Limitations on Liability

Your sole and exclusive remedy for any dispute with us is the cancellation of your registration. In no event shall our total cumulative liability to you for any and all claims relating to or arising out of your use of the service, regardless of the form of action, exceed the greater of: (a) the total amount of fees, if any, that you paid to utilize the service or (b) one hundred dollars ($100).

In no event shall we be liable to you (or to any third party claiming under or through you) for any direct, indirect, special, incidental, consequential, punitive or exemplary damages or any bodily injury, emotional distress, death or any other damages arising from your use of or inability to use the service, whether online or off-line, or otherwise in connection with the service.

These exclusions apply to any claims for lost profits, lost data, loss of goodwill or business reputation, cost of procurement of substitute goods or services, work stoppage, computer failure or malfunction, any other commercial damages or losses, or any personal injury or property damages, even if we knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law. If you are a California Resident, you waive your rights with respect to California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Mutual Indemnification

GitStart agrees to release, defend, indemnify, and hold you harmless from any claims, losses, damages, liabilities, settlements, costs, and expenses—including but not limited to reasonable attorneys' fees—arising from or related to:

• Any act or omission by GitStart or its personnel, including breaches of this agreement or claims of negligence, strict liability, willful misconduct, or fraud.
• Any claims that GitStart's Services violate, misappropriate, or infringe any third-party copyrights, patents, trade secrets, trademarks, or other proprietary rights.

This indemnification specifically includes scenarios where a third-party initiates an intellectual property infringement suit against GitStart and names You as a co-defendant. In such cases, GitStart will assume full responsibility for the defense, including all associated costs, settlements, and damages. This indemnification does not cover claims resulting from your negligence or willful misconduct.

You agree to defend, indemnify, and hold harmless GitStart from any claims, damages, losses, liabilities, settlements, costs, and expenses—including but not limited to litigation costs and attorneys' fees—arising from or related to:

• Your breach of the Terms of Service.
• Your use of the services provided by GitStart.
• Your violation of applicable laws, rules, or regulations in connection with the use of the Services.
• Any claims that your Customer Source Code infringes upon or misappropriates any third-party intellectual property rights.

In the event of such claims, GitStart will provide you with written notice of the claim, suit, or action. This indemnification does not extend to claims resulting from GitStart's own negligence or willful misconduct.

Choice of Law and Dispute Resolution

The Terms of Service shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California, USA. as applied to contracts made and performed entirely within the USA, without giving effect to any conflicts of law statutes. Any controversy, dispute, or claim arising out of or related to the Terms of Service or the Service shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in San Francisco, pursuant to the rules of the American Arbitration Association at San Francisco, California. Any and all disputes that you may have with GitStart shall be resolved individually, without resorting to any form of class action.

General Legal Terms

The Terms constitute the whole legal agreement between You and GitStart and govern Your use of the Service and completely replace any prior agreements between You and GitStart in relation to the Service.

If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

The failure of GitStart to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

You agree that if GitStart does not exercise or enforce any legal right or remedy that is contained in the Terms (or which GitStart has the benefit of under any applicable law), this will not be taken to be a formal waiver of GitStart's rights and that those rights or remedies will still be available to GitStart.

GitStart shall not be liable for failing or delaying the performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity.