Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the Checklane service by the customer that accepts them (“Customer” or “you”). The service is provided by Checklane, a company registered under number 89247647 (Dutch Chamber of Commerce), with its registered office at Oesterstraat 12, 4691 KT Tholen, the Netherlands (“Checklane”, “we”, “us” or “our”).

By creating an account, installing the Checklane GitHub App, or otherwise using the Service, you agree to these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “Customer” refers to that entity. If you do not have that authority, or do not agree with these Terms, you may not use the Service.

1. Definitions

  • “Service” means the Checklane hosted service, including the runners that execute jobs, the cache, the dashboard at checklane.sh, the Checklane GitHub App, any APIs, and related documentation.
  • “Account” means a user account and any organization created in the Service.
  • “Authorized User” means an individual whom Customer permits to use the Service under Customer’s Account.
  • “Customer Content” means all source code, workflow definitions, build artifacts, cache contents, logs, secrets, environment variables and other data that Customer or its Authorized Users submit to, or process with, the Service.
  • “Usage” means the compute time consumed by runners started for Customer, measured in vCPU-minutes.
  • “Plan” means the subscription plan selected by Customer or agreed in an Order Form, as described on our pricing page.
  • “Order Form” means a separate written order or agreement between Customer and Checklane referencing these Terms, if any.
  • “Third-Party Services” means services not provided by Checklane, including GitHub, with which the Service interoperates.

2. Accounts

2.1 To use the Service, you must sign in through a supported identity provider and install the Checklane GitHub App on one or more GitHub accounts or organizations. You must provide accurate and complete information and keep it up to date.

2.2 You are responsible for all activity under your Account, for the acts and omissions of your Authorized Users, and for maintaining the confidentiality of your credentials and API tokens. You must notify us promptly at [email protected] of any unauthorized access to or use of your Account.

2.3 The Service is intended for business use. You must be at least 18 years old and able to enter into a binding contract to use it.

3. Use of the Service

3.1 Subject to these Terms and payment of applicable fees, Checklane grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for its internal business purposes, including running continuous integration and delivery workloads.

3.2 The Service interoperates with Third-Party Services, including GitHub. Your use of those services is governed by their own terms. Checklane is not responsible for Third-Party Services, and changes to or unavailability of a Third-Party Service may affect the Service.

4. Acceptable use

Customer shall not, and shall not permit any Authorized User or third party to, use the Service to:

  • mine cryptocurrency or perform other proof-of-work computation, or run workloads unrelated to building, testing or deploying software;
  • attack, scan, probe or attempt to gain unauthorized access to any system or network, including the Service, other customers’ runners and Third-Party Services;
  • send spam or other unsolicited communications, or carry out denial-of-service attacks, fraud or phishing;
  • host, distribute or process malware, or content that is unlawful, infringing, defamatory, or that exploits or harms minors;
  • operate proxies, VPN endpoints, file-sharing services or other long-running services unrelated to CI workloads;
  • circumvent or interfere with usage limits, metering, billing, isolation or security mechanisms of the Service, or attempt to access data of other customers;
  • reverse engineer, decompile or disassemble the Service, except to the extent that such restriction is prohibited by law;
  • resell, sublicense or provide the Service to third parties as a standalone service without our prior written consent; or
  • violate any applicable law or regulation, including export control and sanctions laws.

Checklane may monitor use of the Service, including resource consumption and network activity of runners, to enforce this section, to protect the Service and its users, and to comply with law.

5. Customer Content

5.1 As between the parties, Customer retains all right, title and interest in and to Customer Content. Customer grants Checklane a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Content solely as necessary to provide, secure and support the Service, and as required by law.

5.2 Customer is solely responsible for Customer Content, including its accuracy, legality and the rights needed to process it with the Service. Customer represents that Customer Content and its use with the Service do not infringe the rights of any third party or violate any law.

5.3 Checklane personnel do not access Customer Content except as necessary to provide the Service, to prevent or address security, technical or support issues, at Customer’s request, to enforce these Terms, or as required by law.

5.4 The Service is not a backup or archival service. Cache contents, logs and other Customer Content stored by the Service may be evicted or deleted in accordance with the applicable retention periods and limits of Customer’s Plan. Customer is responsible for maintaining its own copies of Customer Content.

5.5 To the extent Checklane processes personal data on behalf of Customer, it does so as a processor in accordance with our Privacy Policy and, where applicable, a data processing agreement between the parties.

6. Fees and payment

6.1 Customer shall pay the fees for its Plan and its Usage at the rates published on our pricing page or set out in an Order Form. Usage is measured per second and charged per vCPU-minute. Plan fees are charged in advance at the start of each billing period and count toward the Usage of that period; Usage in excess of the included amount is charged in arrears at the end of the period.

6.2 Payments are processed by our payment processor, Stripe. By providing a payment method, Customer authorizes Checklane, through Stripe, to charge all fees when due. Customer must keep a valid payment method on file unless otherwise agreed in an Order Form.

6.3 Fees are stated and payable in US dollars and exclude taxes. Customer is responsible for all sales, use, value added and similar taxes, other than taxes on Checklane’s net income.

6.4 Except as expressly stated in these Terms or required by law, all fees are non-refundable, and no refunds or credits are given for partial billing periods or unused Usage. Promotional or other credits granted by Checklane have no cash value, are non-refundable and non-transferable, may expire, and may be revoked if obtained in breach of these Terms.

6.5 Customer may set a spend limit in the dashboard. When the limit is reached, new jobs will not start until the limit is raised or the next billing period begins. Customer remains responsible for Usage incurred before the limit is reached.

6.6 If a payment fails or is overdue, Checklane may, in addition to its other remedies, suspend the Service in accordance with Section 7. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6.7 Checklane may change its fees or Plans by giving at least 30 days’ notice. Changes take effect at the start of the next billing period following the notice period. If Customer does not agree to the change, Customer may cancel before it takes effect.

7. Suspension

Checklane may suspend Customer’s access to all or part of the Service, with notice where reasonably practicable, if:

  • Customer breaches Section 4 (Acceptable use);
  • any amount owed by Customer is overdue;
  • Customer’s use poses a security risk to the Service or any third party, may adversely affect the Service or other customers, or may subject Checklane to liability; or
  • suspension is required by law or by a Third-Party Service on which the Service depends.

Checklane will lift the suspension once the cause has been resolved. Suspension does not relieve Customer of its payment obligations.

8. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is marked or would reasonably be understood to be confidential, including Customer Content, and shall use it only to perform its obligations or exercise its rights under these Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, is independently developed, or is received from a third party without restriction. A party may disclose confidential information where required by law, after giving the other party reasonable notice where legally permitted.

9. Security

Checklane maintains reasonable administrative, technical and organizational measures designed to protect the Service and Customer Content against unauthorized access, loss and alteration. Customer is responsible for configuring its workflows, repositories, secrets and permissions appropriately, and for the security of the code and dependencies it runs on the Service.

10. Intellectual property and feedback

Checklane and its licensors own all rights, title and interest in and to the Service, including all related software, documentation and intellectual property rights. No rights are granted to Customer other than as expressly set out in these Terms. If Customer provides feedback or suggestions, Checklane may use them without restriction or obligation.

Checklane may collect and use aggregated and de-identified data derived from the operation of the Service, such as performance and usage metrics, to operate, maintain and improve the Service, provided that such data does not identify Customer or any individual.

11. Beta and early access features

Features identified as beta, preview, early access or similar are provided for evaluation, may be changed or discontinued at any time, and are excluded from any service level commitments.

12. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHECKLANE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CHECKLANE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT JOBS WILL COMPLETE WITHIN ANY PARTICULAR TIME, OR THAT CACHE CONTENTS OR OTHER DATA WILL BE PRESERVED.

13. Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO CHECKLANE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 The limitations in this Section do not apply to Customer’s payment obligations, a party’s indemnification obligations, a breach of Section 4 (Acceptable use), or liability that cannot be limited or excluded under applicable law, including liability for fraud, gross negligence or wilful misconduct.

14. Indemnity

Customer shall defend, indemnify and hold harmless Checklane and its affiliates, officers, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to (a) Customer Content, (b) Customer’s or its Authorized Users’ use of the Service in breach of these Terms or applicable law, or (c) any dispute between Customer and a third party. Checklane will give Customer prompt notice of the claim, reasonable cooperation, and control of its defense and settlement, provided that Customer may not settle a claim that imposes obligations on Checklane without its prior written consent.

15. Term and termination

15.1 These Terms apply from the date you first accept them and continue until terminated. Plans renew automatically for successive billing periods unless cancelled.

15.2 Customer may terminate at any time by cancelling its Plan and deleting its organization in the dashboard, or by contacting us. Termination takes effect at the end of the current billing period unless otherwise stated.

15.3 Checklane may terminate these Terms or an Account for convenience on 30 days’ notice, or immediately on notice if Customer materially breaches these Terms and, where the breach can be remedied, fails to remedy it within 15 days of notice.

15.4 On termination, Customer’s right to use the Service ends, all outstanding fees, including Usage incurred up to termination, become due, and Checklane will delete Customer Content in accordance with its retention practices described in the Privacy Policy, unless retention is required by law. Sections that by their nature should survive termination will survive, including Sections 5, 6 (as to amounts owed), 8, 10, 12, 13, 14, 17 and 18.

16. Changes to these Terms

Checklane may modify these Terms from time to time. We will post the updated Terms on this page and update the “Last updated” date. For material changes, we will give at least 30 days’ notice by email or through the Service. Changes take effect on the date stated in the notice. By continuing to use the Service after that date, Customer agrees to the updated Terms. If Customer does not agree, Customer must stop using the Service before the changes take effect.

17. Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of the Netherlands, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Zeeland-West-Brabant, the Netherlands, have exclusive jurisdiction over any such dispute, without prejudice to either party’s right to seek injunctive relief in any competent court.

18. General

These Terms, together with any Order Form and the documents referenced in them, are the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject. If an Order Form conflicts with these Terms, the Order Form prevails. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or a successor in a merger, acquisition or sale of all or substantially all of its assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. Notices to Checklane must be sent to [email protected]; notices to Customer may be sent to the email address associated with its Account.

19. Contact

Questions about these Terms can be sent to:

Checklane
Oesterstraat 12, 4691 KT Tholen, the Netherlands
Company number: 89247647 (Dutch Chamber of Commerce)
VAT number: NL004708770B55
Email: [email protected]