Terms of Service

1. Definitions

• "Agreement" means these Terms of Service, the Privacy Policy, each applicable Order, and any other document expressly incorporated by reference.
• "Authorized User" means an employee, contractor, or other person Customer permits to use the Service on its behalf.
• "Customer Data" means data, content, configuration, and instructions submitted to, connected to, or processed by the Service on Customer's behalf. Customer Data does not include aggregated or de-identified information that cannot reasonably identify Customer or an individual.
• "Documentation" means the usage, setup, policy, integration, and technical documentation Senseisoft makes available for Merge Preflight.
• "Order" means an electronic checkout, marketplace subscription, order form, statement of work, invoice, or other ordering document that identifies the Service, quantity, term, or fees.
• "Protected Repository" means a repository to which Customer has assigned an active Merge Preflight subscription entitlement.
• "Service" means the hosted Merge Preflight website, GitHub App, administrative console, policy evaluation, integration, check-publication, audit, and related services described in the Documentation.
• "Subscription Term" means the period during which Customer is authorized to use paid Service capacity under an Order.
• "Third-Party Service" means a service not controlled by Senseisoft, including GitHub, Jira, Linear, Sentry, Paddle, and Microsoft Marketplace.

2. Access, authority, and license

Subject to payment of applicable fees and compliance with this Agreement, Senseisoft grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes, in accordance with the Documentation and applicable Order limits.

Customer represents that it is legally able to enter into this Agreement and that each person who installs the GitHub App, connects a Third-Party Service, selects a repository, configures policy, or purchases capacity has all permissions and organizational authority needed to do so. The Service is intended for business use by adults and is not offered to children.

Customer is responsible for its Authorized Users and for all activity performed through its accounts, except to the extent caused by Senseisoft's breach of this Agreement. Customer must promptly remove access that is no longer authorized and notify Senseisoft of suspected account compromise.

3. How the Service operates

Merge Preflight evaluates supported pull-request information against policy chosen by Customer and, when configured, state read from connected Third-Party Services. It may publish a GitHub Check Run and a pull-request comment or review summary, and it preserves decision, configuration, and bypass audit information.

The Service does not host source code, run Customer's CI pipeline, replace GitHub branch protection or rulesets, or make the final legal, security, compliance, operational, or release decision for Customer. A Merge Preflight check prevents a merge only when Customer correctly configures GitHub to require that check. Customer remains responsible for reviewing results, choosing policy, maintaining branch protection, validating authorized bypasses, and deciding whether and when to merge or release software.

Results depend on Customer configuration and on data available from GitHub and connected systems at evaluation time. External data may be delayed, incomplete, unavailable, or changed after an evaluation. Customer must not treat a result as a guarantee that code is defect-free, secure, compliant, or safe to deploy.

4. Customer responsibilities and Customer Data

Customer is responsible for:

• the legality, quality, accuracy, and integrity of Customer Data;
• obtaining all rights, notices, approvals, and consents needed for Senseisoft to process Customer Data under this Agreement;
• configuring repositories, policies, integrations, permissions, check requirements, and bypass authority appropriately;
• protecting account credentials and connected-provider credentials and using least-privilege access where practical; and
• using the Service and its output in compliance with applicable laws, employment obligations, contracts, and internal policies.

Customer retains all right, title, and interest in Customer Data. Customer grants Senseisoft a limited, non-exclusive, worldwide license to host, copy, transmit, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and maintain the Service and to meet Senseisoft's obligations under this Agreement. Customer represents that this license does not violate another person's rights.

5. Restrictions and acceptable use

Customer must not, and must not permit anyone else to:

• use the Service unlawfully or to infringe, misappropriate, or violate rights;
• access repositories, organizations, installations, integrations, or data without authorization;
• probe, scan, attack, overload, disrupt, or circumvent the Service or its security, access, rate, usage, or entitlement controls;
• introduce malware or use the Service to transmit harmful, deceptive, defamatory, or abusive material;
• reverse engineer, decompile, disassemble, or attempt to derive non-public source code or underlying ideas from the Service, except where applicable law expressly permits that activity despite this restriction;
• copy, modify, translate, create derivative works from, resell, sublicense, rent, lease, time-share, or provide the Service to a third party as a standalone product;
• remove or obscure proprietary notices; or
• use the Service or its output to develop or benchmark a competing product without Senseisoft's prior written consent.

Senseisoft may investigate suspected abuse and may suspend affected access when reasonably necessary to protect the Service, customers, third parties, or data.

6. Third-Party Services

Customer may instruct the Service to communicate with Third-Party Services. Those services are governed by their own contracts and privacy notices, and Customer is responsible for maintaining the accounts, licenses, permissions, and configurations they require. Senseisoft may exchange Customer Data with a Third-Party Service only as needed for the authorized integration, billing channel, or workflow.

Senseisoft does not control and is not responsible for a Third-Party Service's availability, security, data accuracy, features, pricing, terms, API changes, or acts and omissions. If a Third-Party Service changes or withdraws access, an integration or evaluation rule may degrade or stop working. Senseisoft may modify, suspend, or discontinue the affected feature if continued support is not reasonably practicable.

GitHub, Jira, Atlassian, Linear, Sentry, Paddle, Microsoft, and their respective marks are the property of their owners. Merge Preflight is an independent service and is not endorsed by or affiliated with those companies unless expressly stated.

7. Trials, previews, and free access

Senseisoft may offer a trial, evaluation, preview, beta, promotional license, or other free access under limits stated when it is offered. Unless Senseisoft agrees otherwise in writing, such access is for evaluation, may be changed or ended at any time, may not include support or all features, and is provided without service-level commitments. Data or configuration may be deleted after free access ends. Sections of this Agreement that are inconsistent with expressly stated trial terms do not apply to that trial.

8. Orders, fees, and payment

Orders and repository capacity

Fees, currency, billing frequency, subscription quantity, and term are shown in the applicable Order. Unless the Order says otherwise, subscription capacity is measured by Protected Repository. Customer may assign capacity only to repositories it is authorized to administer. Unused or unassigned capacity remains part of the Order until Customer changes or cancels the subscription through the applicable billing channel.

Paddle

Customer may purchase a direct Merge Preflight subscription through a Paddle-hosted checkout. Paddle or a Paddle affiliate may act as merchant of record when identified in the checkout and may handle payment processing, invoicing, tax calculation, refunds, and billing support under terms shown there. Senseisoft receives subscription, entitlement, customer-reference, and transaction-status information needed to provide the Service. Paddle's payment terms govern the payment transaction; this Agreement governs Customer's use of Merge Preflight.

Microsoft Marketplace

Customer may purchase through Microsoft Marketplace when that option is available. Microsoft handles payment, invoicing, tax, refund, and marketplace subscription administration under Customer's agreement with Microsoft. Customer must complete Merge Preflight's authorized activation flow before a marketplace subscription is assigned to a repository. Microsoft's marketplace terms govern the purchase; this Agreement governs use of Merge Preflight.

Direct billing by Senseisoft

Senseisoft may accept a direct Order, including an order form, purchase order, or invoice arrangement. Fees and payment dates stated in that Order control. If a direct Order does not state a payment date, invoiced amounts are due within thirty (30) days after the invoice date. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Customer is responsible for reasonable collection costs for undisputed overdue amounts.

Renewal, cancellation, refunds, and taxes

A recurring subscription renews as stated in the Order or purchase flow until canceled. Customer must cancel through the channel where it purchased, or through a different method Senseisoft expressly provides. Disabling protection, unassigning a repository, disconnecting an integration, or uninstalling the GitHub App does not automatically cancel a Paddle, Microsoft Marketplace, or directly billed subscription.

Unless the Order, purchasing channel, or applicable law says otherwise, fees are charged in advance, payment obligations are non-cancelable during the committed Subscription Term, and paid fees are non-refundable. Customer is responsible for sales, use, value-added, withholding, and similar taxes other than taxes based on Senseisoft's net income. If Customer must withhold tax, Customer will provide valid documentation and pay any additional amount required so Senseisoft receives the amount it would have received without withholding, except where law prohibits that adjustment.

Senseisoft may suspend paid features for undisputed non-payment after reasonable notice. Pricing changes apply no earlier than the next renewal unless Customer agrees otherwise. A billing provider's suspension, cancellation, expiration, or inability to confirm entitlement may disable repository protection or prevent new repository assignments.

9. Intellectual property and feedback

Senseisoft and its licensors retain all right, title, and interest in the Service, Documentation, software, designs, methods, and all related intellectual property. Except for the limited access right in this Agreement, no rights are transferred to Customer by implication, estoppel, or otherwise.

If Customer provides suggestions, ideas, or feedback, Customer grants Senseisoft a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation, provided Senseisoft does not identify Customer publicly as the source without permission.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or reasonably should be understood as confidential. Customer Data is Customer's Confidential Information. Non-public Service technology, security information, pricing in a non-public Order, and product plans are Senseisoft's Confidential Information.

The Receiving Party will use Confidential Information only to exercise rights and perform obligations under this Agreement, will protect it using at least reasonable care, and will disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations. These duties do not apply to information the Receiving Party can document: (a) is public without breach; (b) was lawfully known without restriction; (c) was lawfully received from another source without restriction; or (d) was independently developed without the Confidential Information.

A Receiving Party may disclose Confidential Information as required by law if, to the extent legally permitted, it gives prompt notice and reasonable assistance so the Disclosing Party may seek protection. On request or termination, each party will return or delete the other's Confidential Information except for information kept in routine backups or retained under law, compliance, security, or audit requirements.

11. Privacy and security

Senseisoft processes personal information as described in the Privacy Policy. Customer will provide all notices, obtain all consents, and establish all lawful bases required for Senseisoft to process Customer Data under this Agreement, including data made available through GitHub and connected Jira, Linear, or Sentry accounts.

Senseisoft will maintain reasonable technical and organizational safeguards for the Service. Customer acknowledges that no internet transmission or storage system is completely secure. Customer will use available access controls, keep credentials confidential, configure integrations carefully, and promptly report suspected unauthorized access to [email protected].

12. Availability, support, and changes

Senseisoft will use commercially reasonable efforts to operate the Service, but uninterrupted or error-free availability is not guaranteed. Planned maintenance, emergency maintenance, provider failures, internet conditions, security events, and circumstances outside Senseisoft's control may affect availability. No service-level agreement, response time, data-residency commitment, or support level applies unless it is stated in an Order signed by Senseisoft.

Senseisoft may change the Service to maintain security, comply with law, respond to Third-Party Service changes, prevent abuse, improve the Service, or add or retire features. Senseisoft will provide reasonable notice of a material discontinuation of the paid Service when practicable. Senseisoft may use aggregated and de-identified operational information to understand and improve the Service, provided it does not identify Customer or an individual.

13. Warranties and disclaimers

Each party represents that it has authority to enter into this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, TRIALS, PREVIEWS, RESULTS, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SENSEISOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER'S REQUIREMENTS.

SENSEISOFT DOES NOT WARRANT THAT AN EVALUATION WILL IDENTIFY EVERY RISK, PREVENT AN UNAUTHORIZED OR UNSAFE MERGE, REFLECT THE LATEST THIRD-PARTY STATE, OR SATISFY A PARTICULAR LEGAL, SECURITY, OR COMPLIANCE REQUIREMENT. CUSTOMER IS RESPONSIBLE FOR INDEPENDENT REVIEW AND FOR MAINTAINING APPROPRIATE DEVELOPMENT, REVIEW, TESTING, BACKUP, RELEASE, AND INCIDENT-RESPONSE CONTROLS.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SENSEISOFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) FEES PAID OR PAYABLE FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) SEVENTY-FIVE U.S. DOLLARS (USD $75).

The limitations above apply regardless of the theory of liability and despite a failure of essential purpose. They do not limit liability that applicable law does not allow to be limited. Customer's payment obligations and either party's liability for fraud or willful misconduct are not limited by this Section.

15. Indemnification

Customer will defend, indemnify, and hold harmless Senseisoft and its affiliates, officers, directors, employees, and agents from third-party claims, damages, judgments, liabilities, costs, and reasonable attorneys' fees arising from: (a) Customer Data; (b) Customer's or an Authorized User's unlawful or unauthorized use of the Service; (c) Customer's violation of Section 4 or 5; or (d) Customer's breach of its representations, warranties, or legal obligations.

Senseisoft will promptly notify Customer of a covered claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense and settlement. Customer may not settle a claim in a way that admits fault by or imposes non-monetary obligations on Senseisoft without Senseisoft's written consent.

16. Term, suspension, and termination

This Agreement begins when Customer first accepts it or uses the Service and continues until terminated. Each Order continues for its Subscription Term and any renewal stated in that Order. Customer may stop using the Service at any time, but termination and refund rights remain subject to the applicable Order and Section 8.

Either party may terminate this Agreement or an affected Order for a material breach that is not cured within fifteen (15) days after written notice. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy or similar proceedings not dismissed within sixty (60) days, or makes an assignment for the benefit of creditors. Senseisoft may immediately suspend or terminate access when reasonably necessary to address unlawful use, a credible security threat, deliberate abuse, or use that materially harms the Service or another customer.

On termination or expiration, Customer's right to use the affected Service ends and active repository entitlements may be disabled. Customer must stop representing the affected repositories as protected by an active Merge Preflight subscription. Senseisoft will handle retained Customer Data under the Privacy Policy. Accrued payment obligations and Sections 4, 5, 8, 9, 10, 13, 14, 15, 16, and 17 survive to the extent their nature requires.

17. General provisions

Governing law and jurisdiction. Wyoming law governs this Agreement, without regard to conflict-of-law rules. The state and federal courts with jurisdiction in Sheridan County, Wyoming have exclusive jurisdiction over disputes, and each party consents to those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Entire agreement and order of precedence. This Agreement is the complete agreement about the Service and supersedes prior or contemporaneous proposals, statements, and agreements on that subject. If documents conflict, a Senseisoft-signed Order controls over these Terms for that Order, then these Terms, then the Documentation. A customer purchase order is for administrative convenience only; additional or conflicting terms in it are rejected unless Senseisoft expressly signs them.

Changes. Senseisoft may update these Terms by posting a revised version with a new effective date. Material changes will apply at the next renewal of an existing paid Order unless the change is required sooner by law, security, or a Third-Party Service, or Customer accepts it sooner. Continued use after the applicable effective date constitutes acceptance.

Assignment. Customer may not assign this Agreement without Senseisoft's prior written consent. Senseisoft may assign it in connection with a merger, reorganization, acquisition, financing, or sale of all or substantially all of the relevant business or assets. Any prohibited assignment is void.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. Such events may include natural disasters, war, terrorism, labor disputes, government action, internet or utility failure, cyberattack by a third party, epidemic, or Third-Party Service outage.

Export and sanctions. Customer will comply with applicable export, import, and sanctions laws and will not use the Service for or on behalf of a prohibited person, entity, country, or end use.

Severability; waiver; relationship. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective. A waiver must be in writing and is not a continuing waiver. The parties are independent contractors; this Agreement creates no partnership, joint venture, employment, fiduciary, or agency relationship. There are no third-party beneficiaries.

Notices. Legal notices must be in writing. Notices to Senseisoft must be sent to [email protected]. Notices to Customer may be sent to the email address associated with its account or Order or displayed prominently in the Service. Email notice is effective when sent, unless the sender receives a delivery-failure notice.

18. Contact

Questions about this Agreement may be sent to [email protected].