Published/Updated on: July 29, 2022
This Agreement is entered into by and between GitLab Information Technology (Hubei) Co., Ltd. (“JiHu (GitLab)”) or its Affiliates or its designated third parties and the Open Source Organization (“Member”) executing or electronically accepting this Agreement. This Agreement shall come into force as of (1) Member clicking “Agree” or “Yes” to the terms of this Agreement to gain initial access to, or use of, the JiHu GitLab Services, or (2) Member being given access to the JiHu GitLab Services as per the requirements of the “JiHu GitLab Open Source Program” (as defined below) (the “Effective Date”). The parties to this Agreement are referred to individually as a “Party” and collectively as the “Parties”.
Please be sure to carefully read and fully understand all the contents of this Agreement, especially the terms on exemption or limitation of liability which may be highlighted in bold and underlined to draw your attention. By opting to stamp, click on the web page for confirmation, downloading the installation package for the JiHu GitLab Services and click “Install” or “Agree to Install”, or otherwise accepting this Agreement, whether expressly or impliedly, or participate in the JiHu GitLab Open Source Program, you completely and fully agree to and accept this Agreement (as modified and updated by JiHu (GitLab), including other relevant terms and conditions made by JiHu (GitLab) from time to time), and are willing to be bound hereby. If you do not agree with this Agreement, please do not participate in the JiHu GitLab Open Source Program.
1.1. “Affiliate” refers to, in respect of a subject party, an entity controlling, controlled by, or under common control with, the subject party. “Control” means having directly or indirectly the power to direct or cause others to direct the business, affairs, management or decisions of an entity, whether through ownership of equity, voting rights or voting securities, or as trustee or executor, or under contract, agreement arrangement, trust arrangement or otherwise, including directly or indirectly (1) owning fifty percent (50%) or more of the issued shares or equity of the entity, (2) owning fifty percent (50%) or more of the voting rights of the entity, or (3) having the right to appoint a majority of the members of the board of directors or similar management organizations of the entity. “Controlled” has the corresponding meaning as above.
1.2. “Community Edition Software” refers to the publicly available, community-developed open source software and components of the JiHu GitLab made available to Users free of charge.
1.3. “Confidential Information” refers to all technical, commercial, legal, administrative, financial and other information provided by either Party to the other Party, or the technical and commercial information obtained by either Party from the other Party during the execution and performance of this Agreement, the contents of this Agreement and all its annexes, as well as other information which is expressly identified by either Party to be Confidential Information or which, by its nature, should or could reasonably be expected to be considered confidential.
1.4. “JiHu GitLab Open Source Program” refers to the program guidelines and overview as found at https://gitlab.cn/handbook/marketing/community/, as updated from time to time, which include directions, rules and requirements for participation in the JiHu GitLab Open Source Program. For the avoidance of doubt, JiHu (GitLab) shall have the power, at its sole discretion, to decide a party’s eligibility to participate in the JiHu GitLab Open Source Program, and may add, delete, update or modify relevant rules (including, among others, the open source license, contributor agreements, and creator statements) on the JiHu GitLab Open Source Program at any time.
1.5. “JiHu GitLab Services” refer to products and services such as applications, software, SaaS services, technical services and course training made available by JiHu (GitLab), its Affiliates or any of its designated third parties.
1.6. “JiHu GitLab Website” refers to the websites operated by JiHu (GitLab), its Affiliates or its designated third parties at present and/or in the future, including but not limited to gitlab.cn, jihulab.com, gitlab.hk and their subdomains, as may be updated subsequently on an on-going basis, other JiHu (GitLab)-related websites expressly specified by JiHu (GitLab) to be also applicable on its websites, as well as all content, services and documentations provided on the aforementioned websites.
1.7. “Member Content” refers to all software, information, content and data provided by or on behalf of Member, or made available or otherwise distributed through the use of the JiHu GitLab Services to JiHu (GitLab) (or its Affiliates or designated third parties providing the JiHu GitLab Services).
1.8. “Open Source Organization” refers to an organization, individual, entity or institution which: (1) creates, develops and/or manages the development of Open Source Software; (2) does not seek to make a profit from the sale/provision of the Open Source Software or any services related thereto; and (3) as Member, provides the Open Source Software which must be made publicly visible and available as set forth in documentation found at https://docs.gitlab.cn/jh/public_access/public_access.html. Unless otherwise agreed in writing between JiHu (GitLab) and Member, Open Source Organization shall not include any government agency or department.
1.9. “Open Source Software” refers to the software licensed pursuant to an applicable open source license as defined by the Open Source Initiative (at https://opensource.org/licenses/category).
1.10. “People’s Republic of China” or “China” refers to, solely for the purpose hereof, the mainland of the People’s Republic of China, excluding Hong Kong (China), Macao (China) and Taiwan (China) (unless otherwise specified in the terms hereof).
1.11. “Support Service” refers to the technical support of the JiHu GitLab Services provided by JiHu (GitLab) or its designated third parties.
1.12. “User” refers to a single individual, employee, contractor, or other third-party individual authorized by Member in accordance with this Agreement who is able to access or use the JiHu GitLab Services that the Member has the right to use, regardless of whether the User actually accesses or the frequency with which the User accesses the JiHu GitLab Services. A User must, in case of a natural person, be over eighteen (18) years old, and shall, in case of a legal person or other entity, have the legal capacity to execute and perform this Agreement.
2.1. This Agreement is made for the purpose of ensuring that JiHu (GitLab) can provide Member participating in the JiHu GitLab Open Source Program with the JiHu GitLab Services in accordance with the effective terms hereof. The JiHu GitLab Services provided by JiHu (GitLab) hereunder are subject to the information shown on the page of the JiHu GitLab Open Source Program.
2.2. This Agreement also covers such relevant agreements, business rules, policies, announcements, statements and other contents as may be constantly released by JiHu (GitLab) concerning the JiHu GitLab Services, including but not limited to relevant directions, rules and requirements of the JiHu GitLab Open Source Program, as well as the JiHu GitLab Subscription Agreement, the JiHu GitLab Privacy Policy, the JiHu GitLab Website Terms of Use, the JiHu GitLab Cookies Policy, the JiHu GitLab User Service Agreement, and the JiHu GitLab Legal Notice at the JiHu GitLab Website and https://gitlab.cn/terms (the documents of which, together with this Agreement, are collectively referred to the “JiHu GitLab Website Agreements”), which shall, once officially released, form an integral part hereof with binding force upon Member. For the avoidance of doubt, this Agreement shall prevail over the JiHu GitLab Website Agreements in case of any conflict or inconsistency between them.
3.1. Subject to the terms of this Agreement and the JiHu GitLab Open Source Program (including but not limited to restrictions on the use duration and the number of Users), JiHu (GitLab) grants Member a non-exclusive, limited, revocable, non-sublicensable (except for sublicense to its corresponding Users only for the internal use of Member) and non-transferable right solely for Member to use the JiHu GitLab Services for the purposes of developing, creating, promoting and managing Open Source Software (the “Acceptable Purpose”). For the avoidance of doubt, the Acceptable Purpose shall only apply to Member to the extent Member meets the requirements of an Open Source Organization, and shall not extend to any third party, including but not limited to Affiliates of Member, except for its corresponding Users authorized for internal use by Member.
3.2. Member is not required to pay for the use of the JiHu GitLab Services as long as it uses the JiHu GitLab Services in compliance with the terms of this Agreement as well as the provisions of the JiHu GitLab Open Source Program (and the requirements specified therefor on, inter alia, the use duration and the number of Users) and the Acceptable Purpose, provided, however, that the JiHu GitLab Services from JiHu (GitLab) and its Affiliates to Member contemplated hereby cover no Support Service (which will be made available with separate payment), in which Member may use the JiHu GitLab Community Forum for assistance. For the sake of clarity, JiHu (GitLab) (including its Affiliates and designated third parties) shall not be obliged to offer any Support Service unless and until Member purchases the JiHu GitLab Services other than those at no cost hereunder. Member may be entitled to purchase the JiHu GitLab Services beyond those for free at a discount rate as agreed to by the Parties, subject to the rights and obligations of the Parties under the JiHu GitLab Subscription Agreement (the “JiHu GitLab Subscription Agreement”) at https://gitlab.cn/terms/subscription-agreement/ or other agreements entered into with JiHu (GitLab) or its Affiliates on the purchase of such services.
3.3. Notwithstanding any other provisions of this Agreement or the JiHu GitLab Open Source Program, Member shall, if it uses the JiHu GitLab Services for any purpose other than Acceptable Purpose, be obliged to pay for such use in accordance with the JiHu GitLab Subscription Agreement or other agreements concluded with JiHu (GitLab) or its Affiliates. For the avoidance of doubt, Member shall be obliged to pay for all such use of the JiHu GitLab Services beyond the Acceptable Purpose, including any out-of-scope use prior to discovery of the same; otherwise, Member will be deemed to have breached this Agreement and shall not further use the JiHu GitLab Services for the Acceptable Purpose.
4.1. Member shall comply with the registration or credentialing requirements (if any) set forth in this Agreement and the JiHu GitLab Open Source Program.
4.2. Member shall only be entitled to participate in the JiHu GitLab Open Source Program provided that it remains an Open Source Organization. JiHu (GitLab) shall, to the extent it finds that Member no longer meets the requirements of Open Source Organization, notify Member in writing thereof and may take the measures set out in Article 6.4 therefor.
4.3. In accessing and using the JiHu GitLab Services and the JiHu GitLab Open Source Program materials, Member agrees to abide by the terms of this Agreement and the directions, rules and requirements in respect of the JiHu GitLab Open Source Program. Member agrees not to (and not to authorize any third party to): (1) use the JiHu GitLab Services or the JiHu GitLab Open Source Program materials except for the Acceptable Purpose and in accordance with the JiHu GitLab Open Source Program; (2) modify the JiHu GitLab Services or the JiHu GitLab Open Source Program materials or create any derivatives thereof; (3) take any action that would subject the JiHu GitLab Services or the JiHu GitLab Open Source Program materials to any third-party terms; (4) copy, distribute, sell, sublicense, rent or lease the JiHu GitLab Services or the JiHu GitLab Open Source Program materials (including all access keys provided by JiHu (GitLab)), or use the same for hosting, service provider or related purposes; (5) access the JiHu GitLab Services and the JiHu GitLab Open Source Program materials for competitive analysis, or to disseminate performance information (encompassing uptime, response time and/or benchmarks) relating to the JiHu GitLab Services; (6) breach or circumvent the restrictions of the JiHu GitLab Services, the JiHu GitLab Open Source Program or the Acceptable Purpose by any decompilation, cracking, reverse engineering or any other technical form, using the achievements therefrom for any purpose other than internal research and study; or (7) cause material adverse effects on JiHu (GitLab), the JiHu GitLab Services or the JiHu GitLab Open Source Program in any other legal or technical form, whether intentionally or negligently.
4.4. The Contribution Content submitted by Member whilst accessing and using the materials of the JiHu GitLab Services and the JiHu GitLab Open Source Program shall also be subject to relevant restrictions and requirements of this Agreement, the JiHu GitLab Services and the JiHu GitLab Open Source Program. “Contribution Content” refers to any original works, including any modification and addition to existing works, which are intentionally submitted by Member to the JiHu GitLab Open Source Program to be included or recorded in any product or project owned or managed by the JiHu GitLab Open Source Program. For the purpose of this definition, “submit” refers to any form of electronic or written communication with JiHu (GitLab), the JiHu GitLab Open Source Program or the representatives thereof, including but not limited to communication through the email list, source code control system and problem tracking system managed by (or in the name of) the JiHu GitLab Open Source Program for the purpose of discussion or improving works.
5.1. Any modifications, suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Member, its Affiliates, students, Users or any third parties relating to the JiHu GitLab Open Source Program or the JiHu GitLab Services (“Feedback Materials”, including the “Contribution Content” defined in Article 4.4 hereof) are hereby irrevocably transferred to JiHu (GitLab) free of charge. For the avoidance of doubt, Feedback Materials do not contain Confidential Information or prior intellectual property rights legally owned by Member. To the extent Member, its Affiliates, students, Users or any third parties are prevented from transferring the rights, ownership or interests in and to the Feedback Materials to JiHu (GitLab) by the operation of applicable laws, they hereby grant JiHu (GitLab) an exclusive, royalty-free, transferable, irrevocable and worldwide license (including multi-level sublicense rights, and licenses on copyright, patent and all other intellectual property rights) on a perpetual basis for JiHu (GitLab) to exercise such rights under this license to copy, modify, improve, make derivative works upon, publicly display, publicly implement, sublicense and release the Feedback Materials of Member and the relevant derivative works.
5.2. Except as expressly stated in Articles 3.1 and 5.1 hereof, all rights, ownership, interests and intellectual property rights related to the JiHu GitLab Services shall remain with JiHu (GitLab) and its Affiliates or other third parties agreed in writing by JiHu (GitLab) (if applicable).
5.3. This Agreement constitutes no sale of the JiHu GitLab Open Source Program and/or the JiHu GitLab Services, nor does it constitute transfer of any ownership or related rights of the JiHu GitLab Open Source Program and/or the JiHu GitLab Services or any other intellectual property rights, to Member (including its corresponding Users).
5.4. Member shall not, nor shall it authorize any third party to (1) use, disseminate, license or authorize the use of the trademarks, the logos, other intellectual property rights and the like of, or express or imply any agency, representative, association or other relationship with, JiHu (GitLab) (or Affiliates of, or licensors recognized in writing by, JiHu (GitLab)) to the extent beyond this Agreement without JiHu (GitLab)’s prior written consent; (2) remove, alter or obscure any intellectual property right statements, proprietary legends, trademark or service mark attributions, patent markings, license documents (such as open source license) of JiHu (GitLab) (or Affiliates of, or licensors recognized in writing by, JiHu (GitLab)) or other indicia of their ownership or contribution to the JiHu GitLab Services.
5.5. Member represents and warrants that: (1) it owns all the rights, ownership and interests in and to the Member Content as well as the intellectual property rights related thereto (including but not limited to being the sole owner thereof); (2) the Feedback Materials provided to JiHu (GitLab), the Member Content stored and uploaded to the JiHu GitLab Services and provided to JiHu (GitLab), the use of the JiHu GitLab Services, and the results generated thereby do not infringe the legitimate rights and interests of any third party; and (3) during the subsequent use of the JiHu GitLab Services, it shall, in accordance with the relevant agreements, display in a reasonably prominent place on product the involved intellectual property right statements, proprietary legends, trademark or service mark attributions, patent markings, license documents (such as open source license) of JiHu (GitLab) (or Affiliates of, or licensors recognized in writing by JiHu (GitLab)) or other indicia of their ownership or contribution to the JiHu GitLab Services.
5.6. Where a third-party institution or individual contests against or complains about the Feedback Materials, the Member Content, the use of JiHu GitLab Services or the results generated thereby, and the ownership to relevant intellectual property rights involved in the use of the JiHu GitLab Services by Member, Member shall be responsible for issuing relevant supporting materials and cooperating with JiHu (GitLab) in handling relevant complaints. If Member fails to present sufficient evidence to the contrary or to provide feedback within the time limit, JiHu (GitLab) shall have the right to take measures including, without limitation, immediately terminating the JiHu GitLab Services and/or this Agreement, suspending the JiHu GitLab Services and/or removing the corresponding information. Member shall, in case JiHu (GitLab) is unable to contact Member due to its failure to update the contact information in time or provision of incorrect contact information, also be deemed to have failed to give feedback within the time limit. JiHu (GitLab) in any case shall not be held liable should JiHu (GitLab) suspend or terminate the JiHu GitLab Services and/or this Agreement as a result of this Article 5.6.
6.1. Except to the extent it is terminated as agreed, this Agreement shall come into force from the Effective Date and continue for one (1) year (the “Initial Term”). Subject to the provisions of Article 6.2, this Agreement will be continuously and automatically renewed for one (1) year after expiration of the Initial Term (each renewal term is referred to as a “Renewal Term”). The Initial Term and any Renewal Term (if any) are collectively referred to as the “Term”.
6.2. During the Term of this Agreement, either Party may terminate this Agreement upon sixty (60) days’ prior written notice to the other Party.
6.3. Either Party may terminate this Agreement under any of the following circumstances:
6.4. JiHu (GitLab) may also suspend Member’s use of the JiHu GitLab Services and the JiHu GitLab Open Source Program materials, or terminate this Agreement immediately: (1) in accordance with the requirements of applicable laws and regulations; (2) when Member is no longer qualified as an Open Source Organization; (3) in response to Member’s material breach of this Agreement; or (4) in case JiHu (GitLab) determines that its continued performance of this Agreement may result in legal or commercial liability on the part of it, or cause harm to its products, services, reputation or other Users.
6.5. Member’s right to use the JiHu GitLab Services and the JiHu GitLab Open Source Program materials (including but not limited to relevant access keys and credentials) will be terminated intermediately with and after the termination of this Agreement, whereupon Member shall cease all such use. JiHu (GitLab), its Affiliates and its designated third parties (as applicable) will have no obligation or liability resulting from suspension or termination of this Agreement.
7.1. Each Party hereto shall be obliged to keep confidential the Confidential Information of the other Party received hereunder.
7.2. The Parties must always abide by the following commitments during the Term, and after the termination, of this Agreement:
7.3. The Parties agree that Article 7.2 will not apply with respect to the information which:
7.4. Either Party shall, upon aware of any disclosure of Confidential Information, immediately inform the other Party and take reasonable countermeasures upon mutual negotiation. Subject to the provisions of Article 9.2, if the Confidential Information is leaked due to willful act or fault of a Party, the Party shall bear economic losses caused to the other Party thereby, and take prompt measures as necessary to mitigate such losses at its own costs and liabilities; the Party shall, in case of failure to take necessary measures in time resulting in further losses, be liable for the further losses incurred by the other Party.
7.5. The receiving Party may disclose Confidential Information pursuant to any judicial or governmental order, provided that the receiving Party gives the disclosing Party, when permissible by applicable laws and regulations, reasonable prior notice of such disclosure to allow the disclosing Party to contest such order.
7.6. JiHu (GitLab) may collect data with respect to the performance of and the Customer’s usage of JiHu GitLab Services, and report on the overall response rate and other overall measurements. Notwithstanding the foregoing, JiHu (GitLab) will not identify Member to any third party as the source of any such data unless otherwise specified in the JiHu GitLab Privacy Policy at https://gitlab.cn/privacy/ (“JiHu GitLab Privacy Policy”) or consented to by Member in writing in advance.
7.7. The confidentiality clause hereof shall survive the modification, rescission or termination of this Agreement and shall be binding upon the Parties thereafter.
7.8. The Parties may execute separate confidentiality agreements as necessary in furtherance of this Article.
8.1. During the Term of this Agreement, Member represents and warrants that:
8.2. During the Term of this Agreement, JiHu (GitLab) represents and warrants that it has the authority to enter into this Agreement.
8.3. The JiHu GitLab Services, the JiHu GitLab Open Source Program, the relevant Confidential Information and any content related hereto shall be provided “AS IS”. JiHu (GitLab), as well as its Affiliates and recognized licensors disclaim any warranty, guarantee or representation, express or implied, with respect to the JiHu GitLab Services and the JiHu GitLab Open Source Program (including the content and other information thereof), concerning: the promptness, safety, accuracy, truthfulness and completeness, or absence from deficiency, procedural error, defect or security flaw; non-infringement upon the intellectual property rights or other rights of any third party; merchantability and fitness for a particular purpose; having the characteristics and commercial value expected by Member; availability at any particular time or place; or compliance with any applicable law. In no event shall JiHu (GitLab), or its Affiliates or recognized licensors be liable for any risk of loss caused by Member and/or its Users downloading and/or using the documentation, information, content, the JiHu GitLab Open Source Program materials or other materials obtained from the JiHu GitLab Services.
9.1. Member will defend JiHu (GitLab), its Affiliates and third parties recognized by it in writing (including their directors, officers, employees, agents, contracting parties, end users and licensees) against any claim, demand, suit or proceeding made or brought against the latter by a third party: (1) arising from Member’s use of the JiHu GitLab Services and/or the JiHu GitLab Open Source Program materials; (2) arising from Member’s relationships or interactions with its Users/students; (3) alleging that any Member Content or Member’s use of its content and/or services other than the JiHu GitLab Services with the JiHu GitLab Services and/or the JiHu GitLab Open Source Program materials constitutes an infringement; or (4) arising from Member’s use of the JiHu GitLab Services in an unlawful manner or in violation of this Agreement, provisions of the JiHu GitLab Open Source Program (and requirements specified therefor) and/or the Acceptable Purpose (each a “JiHu GitLab Claim”). Member will indemnify JiHu (GitLab) and its Affiliates for any damages, reasonable attorneys’ fees and other expenses finally borne by JiHu (GitLab) and its Affiliates as a result of a JiHu GitLab Claim. JiHu (GitLab) and its Affiliates may participate with their attorneys in any defense and settlement of any JiHu Gitlab Claim, and Member shall not settle the claim without JiHu (GitLab)’s prior written consent.
9.2. JiHu (GitLab) and/or its Affiliates and its recognized licensors shall in no way be liable for any losses and damages caused by Member’s use of the JiHu GitLab Services and/or the JiHu GitLab Open Source Program materials, even if the situation is foreseeable, whether based on contract, tort (including negligence or strict liability), or otherwise. The foregoing losses and damages include but are not limited to: (1) any direct, indirect, punitive, incidental, special, consequential and secondary damages; (2) purchase costs of substitute products or services; and (3) interruption of use, loss or damage of data. JiHu (GitLab) will assume no liability for any failure or delay in the JiHu GitLab Services.
10.1. Member shall ensure that it will, when collecting, processing, storing, transmitting, using, providing, disclosing and removing any and all information or data, including without limitation personal data, related to this Agreement (the “Member Data”), comply with applicable data protection laws (the “Data Protection Laws”), including but not limited to having obtained all necessary authorizations and consents required for processing data of Member and its corresponding Users. Before any such collection, processing, storage, transmission, use, provision, disclosure and removal, Member has taken and maintained appropriate organizational, technical and security measures to prevent any unauthorized access to and disclosure, tampering and loss of the Member Data. Member shall, in case of finding any violation of the Data Protection Laws related to the Member Data, and occurrence or possible occurrence of data leakage, tampering and loss (“Security Event”), promptly notify JiHu (GitLab) thereof, and cooperate with JiHu (GitLab) in investigating such event and implementing any measures reasonably required.
10.2. Member shall be responsible for the integrity and confidentiality of the Member Data stored in the JiHu GitLab Services. All losses and consequences caused by leakage, tampering and loss of the above Member Data due to improper maintenance or confidentiality measures on the part of Member shall be borne by Member on its own.
10.3. Member shall be responsible for content of the Member Data stored in the JiHu GitLab Services, and shall, in case the Member Data uploaded and published violates laws, regulations, national policies or this Agreement, be liable for all the outcomes and liabilities arising therefrom.
10.4. It is acknowledged and agreed that, (i) the JiHu GitLab Services are not designed for the purposes of storing, processing, compiling or transmitting Sensitive Data (as defined below), and (ii) without prior written consent of JiHu (GitLab), Member shall not, by using the JiHu GitLab Services or otherwise, provide JiHu (GitLab) with Sensitive Data beyond the circumstances for collection of personal information covered by the JiHu GitLab Privacy Policy. “Sensitive Data” means: (a) personal information, important data and core data prescribed by the Cybersecurity Law of the People’s Republic of China, the Data Security Law of the People’s Republic of China, the Personal Information Protection Law of the People’s Republic of China, the Civil Code of the People’s Republic of China and other applicable laws, regulations on personal information and important data protection as well as any subsequent legislation; (b) any information and data similar to the above protected by laws and regulations of China and other applicable jurisdictions; and (c) any unlawful content and data restricted and prohibited by relevant laws and regulations of China. Member further agrees that the JiHu GitLab Services and any of their functions are not intended to fulfill any obligations under any of the above laws and regulations on Sensitive Data. JiHu (GitLab) shall bear no liability for the collection or processing of any Sensitive Data by Member using the JiHu GitLab Services to the extent beyond the circumstances for collection of personal information covered by the JiHu GitLab Privacy Policy and without the written consent of JiHu (GitLab).
11.1. Member acknowledges and undertakes that it did not, shall not and shall not allow any of its subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives, agents, or any other person acting in the name or on behalf of the foregoing (each, an “Affiliate of Member” and collectively, the “Affiliates of Member”) to offer, make, promise to make or authorize the making of any payment or give anything of value to any person (whether directly or indirectly) in violation of the Criminal Law of the People’s Republic of China, the Anti-unfair Competition Law of the People’s Republic of China, the Interim Provisions on Banning Commercial Bribery and other applicable anti-corruption laws, regulations and judicial interpretations of China (collectively, the “Anti-corruption Laws of China”), the US Foreign Corrupt Practices Act as amended (the “FCPA”), the UK Bribery Act as amended (the “Bribery Act”), and any applicable anti-bribery or anti-corruption laws.
11.2. Member undertakes that it will, and will cause the Affiliates of Member to, stop all relevant activities and take measures to rectify the acts of them against the Anti-corruption Laws of China, the FCPA, the Bribery Act or any other applicable anti-bribery or anti-corruption laws, as well as adopt internal control systems (including, without limitation, accounting systems, procurement systems and billing systems) to ensure that the operations of it and the Affiliates of Member comply therewith.
Member shall comply with applicable export control laws, including but not limited to the export control laws and regulations of the United States, Europe and China on the technology contained in the JiHu GitLab Services.
JiHu (GitLab) shall have the right to modify this Agreement and service rules as necessary (including formulating and issuing other policies, rules, announcements and statements from time to time) in accordance with laws and regulations, and will, upon the modification, publish the up-to-date version of this Agreement on the JiHu GitLab Website. The updated agreement will supersede the original agreement, with effect as of the time of publishing. Member can get access to the latest terms and conditions of this Agreement on the JiHu GitLab Website. By continuing the participation in the JiHu GitLab Open Source Program after modification of this Agreement, Member accepts the modified agreement.
14.1. Member shall guarantee and maintain the validity of its information (including but not limited to the telephone number, email address and other contact information). If the information of Member is false, invalid or otherwise may render Member unable to obtain notice, service reminder, dispute coordination, violation-related punishment and other information in a timely manner, Member shall be liable therefor correspondingly.
14.2. Member shall give notices to JiHu (GitLab) according to the contact information published on the JiHu GitLab Website.
14.2. JiHu (GitLab) can send business notices, service reminders, verification messages, and marketing information, among others in connection with the JiHu GitLab Services, to Member through one or more of such methods as website announcement, system notification, internal message, email, short message, instant messaging tool and letter. The foregoing information shall be deemed to have been given:
15.1. The Parties shall abide by the provisions in this Agreement that survive the termination or expiration of this Agreement subject hereto, including without limitation Articles 5.1, 5.4, 5.5, 5.6, 7, 9, 14, 15.2 and 15.7.
15.2. If any one or more provisions hereof are held to be invalid, illegal or unenforceable in any respect under any applicable law or regulation, the validity, legality or enforceability of the remainder hereof shall not be affected or impaired whatsoever. The Parties shall negotiate in good faith seeking to agree on new provisions to the extent permissible by law with economic effects as close as possible to the previous invalid, illegal or unenforceable provisions.
15.3. Without prior written consent of JiHu (GitLab) Member shall not transfer its rights or obligations hereunder in part or in whole to a third party.
15.4. Member acknowledges and agrees that JiHu (GitLab) may transfer all or part of its rights or obligations hereunder to Affiliates of or third parties recognized by it without consent of the former. Member understands that the JiHu GitLab Services contemplated hereby may be provided by JiHu (GitLab) ’s Affiliates or designated third parties.
15.5. Any rights and obligations of the Parties hereunder shall remain valid irrespective of the acquisition, merger, reorganization and separation of either Party. In any of the above circumstances, the rights and obligations hereunder shall be transferred to the post-acquisition, merger, reorganization or separation entity(ies). Where the Parties’ rights and obligations hereunder are assumed respectively by the post-separation entities thereof, the Parties and such entities shall have the relevant rights and obligations respectively.
15.6. This Agreement shall in no event denote that the Parties have established or will establish any agency relationship. No agency relationship will be established unless with a separately executed agency agreement.
15.7. This Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising from or in connection with this Agreement shall be settled by the Parties through friendly negotiation. If the dispute fails to be settled through negotiation within fifteen (15) days, either Party may submit the dispute to the people’s court with jurisdiction in the place of JiHu (GitLab) ’s domicile for resolution through litigation.
15.8. This Agreement may be provided in Chinese, English or other languages. In case of any discrepancies or conflicts among different linguistic versions of this Agreement, the Chinese version shall prevail.
