Terms and Conditions for Professional Services

Version 2017.06.19

These Terms and Conditions govern the provision of the Professional Services. The Professional Services are purchased separately from any other Services provided by GitHub, Inc. (“GITHUB”) or its affiliates. Travel and related expenses may be included in your invoice. Unused Professional Service hours and fees are non refundable but may be applied to other Services.

• In the event that GITHUB uses any subcontractors in the performance of its obligations hereunder, GITHUB will remain responsible for such subcontractors’ performance.
• GITHUB warrants that the Professional Services will be performed by GITHUB personnel (including any contractors) in a professional and workmanlike manner. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Professional Services within 5 days of performance in order to receive warranty remedies. Customer’s sole remedy for breach of the foregoing warranty shall be re-performance of the deficient Professional Services as described and warranted.
• Anything provided to Customer by GITHUB (“Deliverables”) shall be owned solely by GITHUB; provided, however, that GITHUB grants Customer a worldwide, non-exclusive, perpetual, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) the Deliverables, solely for its internal business purposes, associated with its use of the Products or Hosted Services. Deliverables not rejected within five business days of delivery shall be deemed accepted by Customer.
• Each party shall hold the other’s Confidential Information in confidence and not use or disclose such Confidential Information other than in connection with performance of obligations hereunder. “Confidential Information” shall mean all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential at the time of disclosure or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; or (d) is independently developed by or for the receiving party.

Travel and Lodging

• All Travel and Lodging shall be secured two (2) or more weeks from engagement unless otherwise agreed between Customer and GitHub.
• Travel and Lodging purchase within two (2) weeks of Schedule of Work requires Customer and GitHub mutual written agreement (this can be by email).
• Travel and Lodging actuals invoiced and shall include receipts at Customer’s request
• Travel and Lodging secured by GitHub shall abide by the following policy guidelines
  • Per diem: $75/day
  • Hotel: GitHub negotiated or best available rates
  • Airfare: Economy fare and premium economy for flights five (5) or more hours in length
  • Rental car: Economy/compact where two (2) or more hour drive required
  • Ground transportation: Taxi, ride-share, or train rates