Code Sharing Terms of Service

Last Updated: October 15, 2024

Circle Internet Services, Inc.’s (“CircleCI”) Services include the optional ability to upload, download, install, or access shareable packages of CircleCI configuration (each an “Orb”) through CircleCI’s orbs registry. If you upload, download, install, or access any Orbs, these Code Sharing Terms of Service (the “Code Sharing Terms”) shall govern such upload, download, installation, or access and supplement any online or negotiated SaaS or Software License Agreement (collectively, “Agreement”) that you have entered or may enter into with us. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

  1. Authority and Effective Date

    These Code Sharing Terms do not have to be signed to be binding. Your download, installation or access of any Orb is your acceptance of these Code Sharing Terms, and these Code Sharing Terms become effective on that date. We may modify these Code Sharing Terms at any time by posting a revised version at https://circleci.com/legal/code-sharing-terms/. The revised version will become effective on the day it is published, superseding the prior version.

  2. Namespaces

    1. You may not and may not allow any third party to engage in namespace squatting. We reserve the right to reclaim the namespace from anyone we believe, in our sole discretion, is engaged in namespace squatting. We may also reclaim namespaces on behalf of businesses or individuals that hold legal claim or trademark to those namespaces. Accounts using business names and/or logos that may be considered misleading to others may be permanently suspended. Namespaces that are inactive for more than three (3) months may be terminated at our discretion and without further notice.
    2. You may not and may not allow any third party to buy or sell namespaces; provided, however, that such prohibition shall not apply in connection with a sale or transfer of all or substantially all of your company to another entity that any associated namespaces used by your company may be transferred as part of such transaction, provided that your other CircleCI-related assets, including your organization’s account, is also included in such a transfer.

  3. License Grant, Ownership

    The orbs registry allows you and other users to submit, post, transmit, and share Orbs with other users. While you retain all your ownership rights in your Orbs, You grant us, our Affiliates and licensors a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, non-transferable license to receive, host, store, analyze, process, enhance, copy, transmit, create derivative works of, maintain and display any Orb You upload or submit to the orbs registry.

  4. Exclusion of Warranties

    1. NOTHING IN THESE CODE SHARING TERMS SHALL EXCLUDE OR LIMIT CIRCLECI’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
    2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ORBS OBTAINED PURSUANT TO YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ORBS OBTAINED VIA THE SERVICES ARE EACH PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CIRCLECI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE ORBS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY AND RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CIRCLECI, ITS SUBSIDIARIES AND AFFILIATES, AN ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES AND/OR ANY ORBS WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES AND/OR ANY ORBS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR (D) THE SERVICES OR ANY ORBS, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  5. Limitation of Liability

    1. NOTHING IN THESE CODE SHARING TERMS SHALL EXCLUDE OR LIMIT CIRCLECI’S LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
    2. SUBJECT TO SECTION 4 ABOVE, YOU UNDERSTAND AND AGREE THAT CIRCLECI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, EVEN IF THE PARTIES LISTED ABOVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. SUBJECT TO SECTION 4 ABOVE, YOU AGREE THAT THE AGGREGATE LIABILITY OF CIRCLECI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE CODE SHARING TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ONE HUNDRED DOLLARS ($100).
    4. YOU ACKNOWLEDGE AND AGREE THAT CIRCLECI HAS MADE AVAILABLE THE SERVICES AND ORBS AND ENTERED INTO THESE CODE SHARING TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CIRCLECI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CIRCLECI. CIRCLECI WOULD NOT BE ABLE TO PROVIDE THE SERVICES OR ORBS TO YOU WITHOUT THESE LIMITATIONS.

  6. Your Additional Warranty

    You represent and warrant: (a) you either own your Orbs or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Code Sharing Terms; and (b) you will not violate the Prohibited Uses section of our Acceptable Use Policy (https://circleci.com/legal/acceptable-use/).

  7. Other Terms

    These Code Sharing Terms terminate upon expiration or earlier termination of your subscription to our Services in accordance with an Order or the Agreement. The Parties’ confidentiality, indemnification, limitation of liability, and warranty obligations under the Agreement extend to these Code Sharing Terms. If there is a conflict between these Code Sharing Terms and the Agreement, these Code Sharing Terms shall control and govern your upload, download, installation, or access of any Orbs only.