Terms of Service
Last updated on March 10, 2023
Together with its subsidiaries and other affiliates, DeepSource, Corp., a Delaware corporation (“DeepSource”, “we”, “us” or “our”), makes available the “Site” (websites including, without limitation, deepsource.io and all subdomains) and “Services” (including, without limitation, code analysis and improvement platform and related services). Access to and use of DeepSource’s existing Site and certain Services are governed by this Terms of Service (this “Agreement”).
If you are an individual subscriber to our free tier of Services (“Free Services”), or are otherwise browsing the Site, this Agreement is between you, individually, and DeepSource.
If you are an employee or authorized user of an entity that has subscribed to the paid version of the Services (“Paid Services”) as our customer (a “Customer”), you are an “Authorized User” of the applicable Customer and (i) you represent that you have the Customer’s permission and authority to use the Site and Services, and the Customer’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and DeepSource, and (iii) the Customer is jointly responsible for your use of the Site and Services.
These Terms of Service do not govern the purchase of Paid Services. If you are a Customer, then your access and use of the Services is subject to DeepSource’s Master Subscription Agreement, or other written contract as may be separately agreed to and signed by you and DeepSource (“MSA”).
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST DEEPSOURCE AND ITS LICENSORS AND ITS SUPPLIERS TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DEEPSOURCE AND ITS LICENSORS AND ITS SUPPLIERS ON YOUR OWN BEHALF, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON YOUR OWN BEHALF, AND (3) YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE YOUR CLAIMS DECIDED BY A JUDGE OR JURY. PLEASE SEE SECTION 17 BELOW FOR MORE DETAILS.
1.1 If you are an individual subscriber to our Free Services: In consideration for your acceptance of this Agreement, DeepSource grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site and the Free Services solely for your own personal and non-commercial purposes. You may not create more than one account to benefit from credits provided in the Free Services. If we believe you are not using the Free Services in good faith, we may require you to upgrade to Paid Services and charge you our standard fees or stop providing access to the Free Services.
1.2 If you are an Authorized User: In consideration for your agreement to this Agreement and the Customer’s payment of all applicable fees for the Paid Services, DeepSource grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site and the applicable Paid Services solely for the internal business purposes of the Customer.
2. Restrictions on Use
2.1 You may not (and may not encourage, assist or permit others to):
2.1.1 copy, modify or create derivative works based on the Site, Services, or related documentation, or any portion(s) of any of the foregoing (individually and collectively, “DeepSource IP”);
2.1.2 distribute, transmit, publish or otherwise disseminate any DeepSource IP;
2.1.3 download or store any DeepSource IP except to the extent explicitly permitted on the Site;
2.1.4 transfer to any third party any of your rights under this Agreement (except to the extent that a Customer may permit such number of Authorized Users as has been agreed between the Customer and DeepSource to access and make use of the Site and Paid Services);
2.1.5. access or use the Services or any other DeepSource IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Site and the Paid Services solely for the internal business purposes of their Customer);
2.1.6. access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site or Services;
2.1.7. attempt to access or derive the source code or architecture of the Services;
2.1.8. attempt to probe, scan or test the vulnerability of the Site and/or the Services, or any associated system or network, or to breach any security or authentication feature or measures of the Site or Services (except with DeepSource’s express permission in connection with your participation in one of DeepSource’s security testing programs), and if you are blocked by DeepSource from accessing the Site or Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
2.1.9. interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
2.1.10. email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
2.1.11. automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
2.1.12. export or re-export any DeepSource IP;
2.1.13. use or access any Services or DeepSource IP in order to build a competitive product, service or solution;
2.1.14. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Customer; or
2.1.15. permit any third party to do any of the foregoing.
2.2. Your use of the Site and Services must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations. You agree that you will not under any circumstances violate our Acceptable User Policy and incorporated by reference herein.
3. Registration and Security
3.1 You will be required to login to your designated third party account (such as GitHub, GitLab or Bitbucket) in order to access the applicable Services, subject to the terms and conditions of this Agreement. You hereby authorize DeepSource to process any information or data required to create your account based on the information provided by you to the applicable third party account partner.
3.2 You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform DeepSource if there is any reason to believe your account to access the Services has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. DeepSource reserves the right (at its sole discretion) to request that you implement security changes in connection with the Services, and you shall promptly comply with any such request.
3.3 You are solely responsible for all activity in connection with access to the Site and/or Services through your third party connected account, and for the security of your computer systems, and in no event shall DeepSource be liable for any loss or damages relating to such activity.
4. Access to Services
4.1 You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
5. Upgrades; Cancellation
5.1 If you are subscribed to our Free Services, you may upgrade your subscription to access Paid Services by following instructions in your account settings. Your access to Paid Services is subject to (and you will be required to agree to) our Master Subscription Agreement.
5.2 This Agreement shall continue until you cancel your subscription to the Free Services or until terminated by DeepSource. You may cancel your subscription to the Free Services at any time by deleting your account. If you are an Authorized User of a Customer, and the MSA or the applicable agreement for Paid Services is terminated in relation to such Customer, or if you otherwise lose access to the Services and Software via your Customer, DeepSource may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account to Free Services, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and DeepSource).
5.3 DeepSource may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that DeepSource determines, in its sole discretion, violate this Agreement or the rights of DeepSource or any third party, or is otherwise inappropriate. Without limiting the foregoing, DeepSource further reserves the right to delete accounts for Free Services (and all User Content contained therein) that have been inactive for more than 180 days.
5.4 Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
6. User Content
6.1 “User Content” refers to the text, documents, and other content and information you enter, upload, and transmit when you use our Site and/or Services. You own the intellectual property rights in your User Content.
6.2 You hereby authorize us (and grant us a worldwide, non-exclusive, royalty-free license to) your User Content for the purposes of:
- Operating and improving the Site and Services;
- Protecting the Site and Services (for example, we may analyze patterns in usage to prevent abuse); and
- Developing new technologies, services, and products.
6.3 The license you give us allows us to, for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works of (such as providing code improvements), and sublicense to our service providers to process your User Content for the purpose of helping us provide the DeepSource Site and Services to you.
6.4 DeepSource does not own, control, verify, or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws). You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Content as described herein. You may not imply that User Content is in any way sponsored or endorsed by DeepSource.
6.5 You shall not provide DeepSource with any User Content that constitutes personal data or is otherwise subject to heightened security requirements by law or regulation or contract (examples include but are not limited to Social Security numbers in the United States, protected health information under the U.S. Health Insurance Portability and Accountability Act, nonpublic personal information under the U.S. Gramm-Leach-Bliley Act, cardholder data under the PCI Data Security Standard).
7. Copyright Infringement and Digital Millennium Copyright Act
7.1 We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”:
7.1.1 An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
7.1.2 A description of the copyrighted work that you claim has been infringed upon.
7.1.3 A description of where the material that you claim is infringing is located on the Services.
7.1.4 Your address, telephone number, and email address.
7.1.5 A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
7.1.6 A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
7.2 All notices of copyright infringement claims should go to our Copyright Agent at [email protected].
8. Changes to Services or Terms
8.1 DeepSource reserves the right at any time to (i) change any information, specifications, features or functions of the Site or Software, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, whether Paid Services or Free Services, in each case with or without prior notice and without any liability to you or any third party.
8.2 DeepSource may from time to time update or revise this Agreement. If DeepSource updates or revises this Agreement, DeepSource will notify you by posting the updated or revised Terms of Service on the Site or by any other manner chosen by DeepSource in its commercially reasonable discretion. Your use of the Site and Services following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service at this web page. It is your responsibility to review the Terms of Service periodically.
9. Links to Third Party Sites
9.1 Any links on the Site or Services to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. DeepSource does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.
10.2 Without limiting the above, your registration to use the Services constitutes your consent to receive email communications from DeepSource, including messages regarding customer service issues and other matters.
11.1 All intellectual property rights in and to the User Content are and shall remain your property, and DeepSource shall acquire no right of ownership with respect to your User Content.
11.2 All intellectual property rights in and to the Site and Services and other DeepSource IP are and shall remain the sole property of DeepSource and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Services or other DeepSource IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Services and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, DeepSource and its affiliates and licensors, as applicable, constitutes Confidential Information of DeepSource.
11.3 The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of DeepSource or other third parties. You are not permitted to use these Marks without the prior written consent of DeepSource or such third party.
11.4 You may from time to time provide DeepSource with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services the Site and/or any of DeepSource’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you, DeepSource and, if applicable, the Customer, all Feedback shall be exclusively owned by DeepSource, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result DeepSource shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, the Customer (if applicable) or any other person or entity.
12. Confidentiality, Security and Data Protection
12.1 Confidential Information: You may be given access to Confidential Information of DeepSource, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under this Agreement. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that DeepSource or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to DeepSource and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
12.2 Security: You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact DeepSource and provide details of the vulnerability or breach.
13.1 You shall indemnify, release and hold harmless DeepSource and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity. If you are a California resident, you waive 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
14. Warranty Disclaimers
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPSOURCE, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES AND ARE AT YOUR OWN SOLE RISK AND THAT THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, DEEPSOURCE AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, SERVICES AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.
15. Limitation of Liability
15.1 IN NO EVENT SHALL DEEPSOURCE BE LIABLE WITH RESPECT TO THE SITE AND/OR SERVICES FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO DEEPSOURCE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY, OR IF NO FEES APPLY, FIFTY DOLLARS ($50); (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN DEEPSOURCE AND YOU. YOU UNDERSTAND THAT THE SITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
15.2 CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTY DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. IF YOU ARE A USER FROM CALIFORNIA, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “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. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.
16. Governing Law
16.1 This Agreement shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California.
17. Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with DeepSource and limits the manner in which you can seek relief from us.
17.1 Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and DeepSource, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and DeepSource are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
17.2 Pre-Arbitration Dispute Resolution: DeepSource is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to DeepSource should be sent to 2261 Market Street #4022, San Francisco, CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If DeepSource and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or DeepSource may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by DeepSource or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or DeepSource is entitled.
17.3 Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND DEEPSOURCE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND DEEPSOURCE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
17.4 Waiver of Jury Trial: YOU AND DEEPSOURCE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and DeepSource are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5 Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer_arbitration . If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless DeepSource and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, DeepSource agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
17.6 Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, DeepSource may pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, DeepSource may pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, DeepSource may pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
17.7 Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
17.8 Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
17.9 Future Changes to Arbitration Agreement: Notwithstanding any provision in this Terms of Service to the contrary, DeepSource agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending DeepSource written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
18.1 For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Services; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
18.2 Communications made through email or our support messaging system will not constitute legal notice to DeepSource or any of its officers, employees, agents or representatives in any situation where notice to DeepSource is required by contract or any law or regulation. Legal notice to DeepSource must be in writing and served to our Notice Address (defined above) with an electronic copy sent to [email protected].
19. General Provisions
19.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of DeepSource. DeepSource may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
19.2 Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that you consents to DeepSource identifying you as a customer and, if applicable, using your name and logo, as part of DeepSource’s marketing efforts (including customer listings, quarterly calls with investors, reference calls, and press releases). You further agree to, upon request, cooperate with DeepSource in writing a case study regarding your use of the Services.
19.3 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
19.4 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. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
19.5 This Agreement constitutes the entire agreement between DeepSource and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between DeepSource and you.