StyleOps customer agreement
The full text of the StyleOps customer agreement, published for reference.
Version 2026-08-27
This StyleOps Customer Agreement (this “Agreement”) is entered into as of
[Effective Date] (the “Effective Date”) by and between:
Developer Experience LLC, a Washington limited liability company with its principal place of business at 800 Bellevue Way NE, Bellevue, WA 98004, USA (“Developer Experience”); and
[Customer Legal Name], a [Customer Entity Type and State of Formation]
with its principal place of business at [Customer Address] (“Customer”).
Developer Experience and Customer are each a “Party” and together the “Parties.”
Recitals §
A. Developer Experience develops and licenses StyleOps, a toolkit that reviews technical documentation against a style guide and drafts new documentation that follows it.
B. Developer Experience owns the Developer Experience style guide and the associated rule data, word list, templates, prompts, and software that make up StyleOps.
C. StyleOps operates entirely on Customer’s own systems. Developer Experience does not host StyleOps, does not receive Customer’s documents, and does not process Customer’s data.
D. Customer wishes to license StyleOps for its internal business use, and Developer Experience is willing to grant that license, on the terms of this Agreement and the Order Form executed with it.
Now, therefore, in consideration of the mutual promises below, the Parties agree as follows.
1. Definitions §
Capitalized terms have the meanings given below or where first defined in this Agreement.
1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50 percent of the voting interests. Customer’s Affiliates are licensed under this Agreement only if listed on the Order Form.
1.2 “Authorized User” means an employee of the Customer Organization, or an individual contractor engaged by the Customer Organization, who uses the Software on Customer Content in the course of work for the Customer Organization.
1.3 “Confidential Information” has the meaning given in Section 11.1.
1.4 “Customer Content” means documents, source code, specifications, notes, configuration, and other materials that Customer supplies to the Software or processes with it, together with Output.
1.5 “Customer Organization” means Customer together with the Affiliates listed on the Order Form.
1.6 “Documentation” means the written materials Developer Experience provides with the Software, including the README, the resource contract, and the build-integration documentation.
1.7 “Fees” means the amounts stated on the Order Form.
1.8 “Guide Content” means the Developer Experience style guide and its machine-readable forms, including the rule index, the word list, the topic taxonomy, the prose bundles, and the Vale configuration, in each case as delivered as part of the Software.
1.9 “Headcount” means the total number of employees and full-time-equivalent contractors of the Customer Organization worldwide, measured as of the Order Form date and again as of each Renewal Term start date.
1.10 “Model Provider” means Anthropic, PBC, or another provider of a large language model service that Customer elects to use with the Software.
1.11 “Order Form” means the ordering document executed by both Parties that references this Agreement, substantially in the form of Exhibit A.
1.12 “Output” means the findings reports, compliance reports, navigation files, and drafts that the Software produces from Customer Content.
1.13 “Release” means a version of the Software that Developer Experience makes available in the Release Repository, identified by a version tag.
1.14 “Release Repository” means the private source-code repository from which Developer Experience distributes Releases to licensed customers.
1.15 “Software” means the StyleOps toolkit licensed under this Agreement, including its source code, command-line tools, plugin and skill definitions, prompts, templates, Guide Content, resource files, and Documentation, and every Release of it that Customer receives during the Term.
1.16 “Term” means the Initial Term together with each Renewal Term, as described in Section 10.
2. License Grant and Permitted Use §
2.1 Grant. Subject to Customer’s compliance with this Agreement and payment of the Fees, Developer Experience grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the Term to install, use, and internally reproduce the Software for the internal business purposes of the Customer Organization.
2.2 Authorized Users. Any number of Authorized Users may use the Software. This Agreement contains no seat, user, or document limit. Customer is responsible for each Authorized User’s compliance with this Agreement, and a breach by an Authorized User is a breach by Customer.
2.3 Contractors. Authorized Users include individual contractors engaged by the Customer Organization, provided that they use the Software only on Customer Content and only for the benefit of the Customer Organization, and that Customer remains responsible for their acts and omissions.
2.4 Permitted uses. Within the scope of Section 2.1, Customer may:
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(a) install the Software on workstations, servers, containers, and continuous integration systems that the Customer Organization controls;
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(b) run the Software in automated builds and in coding agents that the Customer Organization operates;
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(c) configure the Software for its own use, including adding project vocabulary, editing templates, and adjusting configuration files;
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(d) point the Software at a style guide other than the Developer Experience style guide, in accordance with the published resource contract; and
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(e) make a reasonable number of copies of the Software for backup and archival purposes.
2.5 Plan and Headcount. The Order Form states Customer’s Plan and Headcount as of the Order Form date. Fees are set by Plan. An increase in Headcount during a Term does not change the Fees for that Term. Customer shall state its then-current Headcount at each renewal, and the Plan and Fees for the Renewal Term are determined by that Headcount.
2.6 Verification. Once per calendar year, on written request, Customer shall provide a written certification, signed by an officer, of its then-current Headcount and of the individuals or accounts holding access to the Release Repository. Developer Experience has no right to inspect Customer’s systems, records, or documents.
2.7 Reservation. Developer Experience reserves all rights not expressly granted in this Agreement. No license is granted by implication, estoppel, or otherwise.
3. Restrictions §
3.1 General restrictions. Customer shall not, and shall not permit any person to:
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(a) sell, resell, rent, lease, lend, distribute, publish, sublicense, or otherwise make the Software available to any third party;
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(b) use the Software, or permit its use, for the benefit of any third party, including by providing documentation services, editing services, review services, or any similar service to a third party using the Software (a “Service Bureau Use”), except as expressly permitted in an Agency Addendum signed by both Parties;
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(c) extract, export, republish, or redistribute the Guide Content, or any part of it, as a style guide, rule set, dataset, word list, checklist, or reference work, whether standalone or incorporated into another work;
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(d) use the Software or the Guide Content to develop, train, fine-tune, evaluate, or benchmark any style guide, linter, content-quality tool, documentation-generation tool, or other product or service that competes with StyleOps or with the Developer Experience style guide;
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(e) use the Software or the Guide Content as training data, or as an input to the creation of training data, for any machine-learning model, except for the transient submission of Guide Content to a Model Provider as the Software operates in its ordinary course;
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(f) remove, obscure, or alter any proprietary notice, attribution, version identifier, or build identifier in or on the Software;
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(g) reverse engineer, decompile, or disassemble any part of the Software that is provided in other than source form, except to the extent this restriction is unenforceable under applicable law;
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(h) publish or disclose any benchmark, comparison, or evaluation of the Software without Developer Experience’s prior written consent; or
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(i) use the name “StyleOps” or “Developer Experience”, or any Developer Experience logo or trademark, other than to identify the Software accurately in internal materials, and in no case to state or imply that any Customer document, product, or process is endorsed, approved, or certified by Developer Experience.
3.2 Agency Addendum. Developer Experience may license Service Bureau Use separately. Nothing in this Agreement obligates it to do so, and no Service Bureau Use is permitted unless and until an Agency Addendum is signed by both Parties.
3.3 Access credentials. Customer shall keep access credentials, personal access tokens, and Release Repository invitations confidential, shall not share them outside the Customer Organization, and shall notify Developer Experience promptly on becoming aware of unauthorized access.
4. Customer Content and Ownership §
4.1 Customer owns Customer Content. As between the Parties, Customer owns all right, title, and interest in and to Customer Content, including Output. Developer Experience acquires no right, title, interest, or license in Customer Content.
4.2 No attribution required. Customer may use, modify, publish, and distribute Output freely. Customer is not required to attribute Output to Developer Experience, to StyleOps, or to the Developer Experience style guide.
4.3 No access. Developer Experience does not receive, store, transmit, or process Customer Content. The Software runs on systems that Customer controls. Developer Experience collects no telemetry, usage data, or analytics from the Software.
4.4 Nature of Output. Customer acknowledges that Output is generated in part by a large language model operated by the Model Provider, and that the copyright status of machine-generated material varies by jurisdiction and is unsettled in some of them. Section 4.1 allocates ownership of Output as between the Parties. It does not warrant that Output is protectable by copyright or by any other intellectual property right.
4.5 Feedback. If Customer provides suggestions, feature requests, or other feedback about the Software, Developer Experience may use that feedback without restriction and without obligation to Customer. This Section 4.5 grants no license to Customer Content.
5. Developer Experience Intellectual Property §
5.1 Ownership. Developer Experience and its licensors own all right, title, and interest in and to the Software, including the Guide Content, the source code, the prompts, the templates, the resource files, the Vale configuration, the Documentation, and all intellectual property rights in them. The Software is licensed, not sold.
5.2 Guide Content. The Guide Content is the product of Developer Experience’s editorial work and remains its property. Customer’s license to use the Guide Content is limited to using it within the Software for the purposes permitted by Section 2 and is subject to Section 3.1(c) and Section 3.1(d).
5.3 Build identifiers. Copies of the Software delivered to Customer may carry identifiers that associate the copy with Customer. Those identifiers do not affect how the Software behaves and do not attach to Customer Content. Customer shall not remove or alter them.
5.4 Trademarks. “StyleOps” and “Developer Experience” are trademarks of Developer Experience. This Agreement grants no trademark license except as stated in Section 3.1(i) and Section 16.9.
6. Third-Party Components §
6.1 Open-source components. The Software includes or operates with third-party open-source components, which are licensed to Customer under their own license terms and not under this Agreement. Those terms govern Customer’s use of those components and, to the extent they conflict with this Agreement with respect to those components, they control. Vale, the pattern-checking engine the Software configures and invokes, is separately licensed open-source software that Customer obtains and installs itself. Developer Experience distributes configuration for Vale, not Vale itself.
6.2 Model Provider. The model review, verification, and generation functions of the Software call an application programming interface operated by the Model Provider. Customer is solely responsible for:
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(a) establishing and maintaining its own account and agreement with the Model Provider;
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(b) obtaining, securing, and using its own API credentials;
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(c) all fees, usage charges, and taxes the Model Provider bills for that usage; and
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(d) compliance with the Model Provider’s terms, including any usage policies and data-retention settings.
6.3 No Developer Experience role in model calls. Model calls pass directly from Customer’s systems to the Model Provider. Developer Experience does not operate, control, host, or proxy the model, does not receive the content of those calls, and does not receive any part of the fees Customer pays the Model Provider. Developer Experience makes no representation or warranty regarding the Model Provider, its service, its availability, its pricing, its terms, or the content it returns. A change by the Model Provider to its terms, pricing, models, or availability is not a breach of this Agreement by Developer Experience.
6.4 Model selection. The Software specifies a default model. Customer may select a different model where the Software permits. Customer is responsible for its selection, including any different price or data-retention characteristics that apply to it.
7. Delivery and Access §
7.1 Delivery. Developer Experience delivers the Software by granting read-only access to the Release Repository. Delivery is complete when access is granted. There is no physical delivery and no hosted service.
7.2 Named accounts. Customer shall identify on the Order Form the source- control accounts, or the organization team, to receive access. Access is personal to those accounts and to the Customer Organization. Customer shall notify Developer Experience promptly when a named individual leaves the Customer Organization or no longer requires access, and Developer Experience may remove that access.
7.3 Changes to named accounts. Customer may add or remove named accounts during the Term by written notice. Developer Experience shall act on the notice within a reasonable time.
7.4 Customer prerequisites. Customer is responsible for the environment in which the Software runs, including a supported version of Python, the Vale binary where pattern checks are used, its own source-control and build systems, and its Model Provider credentials.
8. Updates and Support §
8.1 Updates. During the Term, Developer Experience shall make each Release it publishes generally available to licensed customers in the Release Repository, together with a changelog. Releases may include changes to the Software and to the Guide Content, including new, revised, reclassified, or removed rules and word-list entries. Customer chooses when to adopt a Release.
8.2 No commitment to specific content. The Developer Experience style guide is revised over time. Developer Experience does not commit to retaining any particular rule, severity, word-list entry, template, or prompt, and a change to any of them is not a breach of this Agreement.
8.3 Support channel. During the Term, Developer Experience shall provide
support by email to support@developerexperience.com or
devrel@developerexperience.com, on business days, from the
[Customer Support Contacts] named on the Order Form.
8.4 Response target. Developer Experience aims to provide an initial response within 3 business days. This is a target, not a warranty. Developer Experience makes no commitment as to resolution time.
8.5 Included support. Support covers installing, updating, and configuring the Software; questions about rules, findings, severities, and the resource contract; and investigation of defects in the Software. Included support is limited to 2 hours per month in the aggregate for the Customer Organization.
8.6 Excluded work. Support does not include:
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(a) writing, editing, reviewing, or rewriting Customer’s documentation;
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(b) customizing the Developer Experience style guide to Customer’s house style, or building Customer’s project vocabulary;
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(c) designing, building, operating, debugging, or maintaining Customer’s build, continuous integration, or deployment systems; or
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(d) training Customer’s personnel.
8.7 Allocation of build responsibility. Customer’s engineers are responsible for Customer’s build systems and for integrating the Software into them. Developer Experience is responsible for defects in the Software, for documenting how the Software behaves in a build, and for providing information Customer reasonably needs to complete an integration. Developer Experience shall assist with integration questions where it reasonably can, and shall not be required to access, operate, diagnose, or take responsibility for Customer’s build systems.
8.8 Professional services. Developer Experience may perform excluded work under a separate written statement of work, at 250 USD per hour or at the fee stated in that statement of work.
8.9 No hosting and no service levels. Developer Experience hosts no part of the Software and operates no service on Customer’s behalf. There is accordingly no availability, uptime, or service-level commitment in this Agreement, and none may be implied.
9. Fees, Payment, and Taxes §
9.1 Fees. Customer shall pay the Fees stated on the Order Form. Fees are stated in United States dollars.
9.2 Invoicing and payment. Developer Experience shall invoice the Fees for
the Initial Term on or after the Effective Date, and the Fees for each Renewal
Term at or before the start of that Renewal Term. Customer shall pay each
invoice within 30 days of the invoice date. Customer shall send invoices for internal
processing to [Invoice Contact Email] and shall reference
[Purchase Order Number] where required.
9.3 Payment method. Customer may pay by credit card, ACH transfer, or wire transfer. Customer bears any bank or transfer charges its own institution imposes.
9.4 Non-refundable. Except as expressly stated in Section 10.6 and Section 14.3, Fees are non-refundable and payment obligations are non-cancellable.
9.5 Late payment. Undisputed amounts not paid when due accrue interest at 1.5 percent per month, or the maximum rate the law allows, whichever is lower, from the due date until paid. If an undisputed amount remains unpaid 30 days after written notice, Developer Experience may suspend access to the Release Repository until payment is received. Suspension under this Section 9.5 does not extend the Term and does not relieve Customer of its payment obligation.
9.6 Disputed amounts. Customer shall notify Developer Experience in writing of any disputed amount before the due date and shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve the dispute promptly.
9.7 Taxes. Fees are exclusive of sales, use, value-added, goods-and- services, excise, and similar taxes. Customer is responsible for all such taxes other than taxes on Developer Experience’s net income. Where Developer Experience is required to collect a tax, it shall state the tax separately on the invoice. If Customer is exempt, Customer shall provide a valid exemption certificate before invoicing.
9.8 Model Provider costs. Fees do not include, and Developer Experience does not invoice, any amount Customer owes the Model Provider. See Section 6.2.
10. Term, Renewal, and Termination §
10.1 Initial Term. This Agreement begins on the Effective Date and
continues for one year from [Term Start Date] to [Term End Date] (the
“Initial Term”).
10.2 Renewal. This Agreement renews automatically for successive one-year terms (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term.
10.3 Renewal Fees. Fees for a Renewal Term are Developer Experience’s then-current fees for Customer’s Plan, determined by Customer’s Headcount as stated at renewal under Section 2.5. For a Customer that renews continuously without a lapse, any increase over the immediately preceding term’s Fees is capped at the greater of (a) the percentage change in the United States Consumer Price Index for All Urban Consumers over the preceding 12 months, or (b) 7 percent. Developer Experience shall notify Customer of the Renewal Term Fees at least 45 days before the Renewal Term begins.
10.4 Termination for cause. Either Party may terminate this Agreement on written notice if the other Party materially breaches it and fails to cure the breach within 30 days after written notice describing it. Developer Experience may terminate immediately on written notice for a breach of Section 3.
10.5 No termination for convenience by Customer. Customer may not terminate this Agreement for convenience during a term. Customer may elect not to renew under Section 10.2.
10.6 Refunds. If Customer terminates under Section 10.4 for Developer Experience’s uncured material breach, if Developer Experience terminates under Section 14.3(c), or if Developer Experience discontinues the Software, then Developer Experience shall refund the Fees prepaid for the unexpired portion of the then-current term, prorated daily. No other refund is due in any circumstance.
10.7 Effect of expiration or non-renewal. On expiration or non-renewal:
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(a) Customer’s access to the Release Repository ends;
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(b) Customer’s right to receive Releases, updates, and support ends; and
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(c) the license in Section 10.8 takes effect.
10.8 Surviving license to the last Release. On expiration or non-renewal of this Agreement, Customer retains a perpetual, non-exclusive, non-transferable, non-sublicensable license to continue using, for the internal business purposes of the Customer Organization, the most recent Release that Customer received during a paid term. That license is subject to Section 3, Section 5, and Section 11, which continue to apply to it. It conveys no right to any later Release, to updates, to support, or to Release Repository access. Developer Experience confirms that the Software contains no license check, expiry mechanism, activation requirement, or remote disabling feature, and that Customer’s installed copies continue to operate.
10.9 Effect of termination for cause. If Developer Experience terminates this Agreement under Section 10.4, the license in Section 10.8 does not arise, and Customer shall within 30 days cease all use of the Software and delete or destroy all copies of it, and shall certify that it has done so on written request. If Customer terminates under Section 10.4, the license in Section 10.8 arises as described.
10.10 Survival. Section 1, Section 3, Section 4, Section 5, Section 9 as to amounts accrued, Section 10.6 through Section 10.10, Section 11, Section 12.3, Section 13, Section 14, Section 15, and Section 16 survive expiration or termination.
11. Confidentiality §
11.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Developer Experience’s Confidential Information includes the Software, the Guide Content, the contents of the Release Repository, unreleased rules and Releases, and pricing and Order Form terms. Customer’s Confidential Information includes Customer Content and Customer’s business and technical information disclosed to Developer Experience.
11.2 Obligations. The Recipient shall (a) use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect it with at least the care it uses for its own confidential information of like importance and in no event less than reasonable care, and (c) disclose it only to its employees, contractors, and advisers who need it for that purpose and who are bound by confidentiality obligations at least as protective as this Section 11.
11.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no act of the Recipient, (b) the Recipient knew without obligation of confidence before disclosure, (c) the Recipient receives from a third party without obligation of confidence, or (d) the Recipient develops independently without use of the Discloser’s Confidential Information.
11.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the Discloser prompt notice where lawful and reasonably cooperates in any effort to limit or protect the disclosure.
11.5 Duration. The obligations in this Section 11 continue for 5 years after disclosure, and for as long as the information remains a trade secret in the case of trade secrets.
11.6 No Customer Content in Developer Experience’s possession. The Parties acknowledge that in ordinary operation Developer Experience does not receive Customer Content, and that Customer’s practical confidentiality exposure under this Agreement is limited to information Customer chooses to send, such as excerpts included in a support request.
12. Warranties and Disclaimers §
12.1 Mutual warranties. Each Party represents and warrants that it is duly organized and validly existing, that it has full power and authority to enter into this Agreement, and that this Agreement is executed by a duly authorized representative.
12.2 Developer Experience warranty. Developer Experience represents and warrants that it has the right to license the Software as described in this Agreement.
12.3 Nature of Output; no compliance warranty. Customer acknowledges and agrees that:
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(a) the Software produces findings, suggestions, severities, rationales, and drafts that are advisory only;
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(b) parts of the Output are generated by a large language model and may be incomplete, inaccurate, or wrong, and the Software marks certain unverified statements in generated drafts to make that visible;
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(c) the Software does not certify, and Developer Experience does not represent, that any document is compliant with the Developer Experience style guide, with any other style guide, or with any standard, regulation, or legal requirement;
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(d) the Software may report findings that are incorrect for the document in question, and may fail to report findings that a human reviewer would make; and
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(e) Customer is solely responsible for reviewing, verifying, editing, and approving all Output, for every editorial decision it makes, and for everything it publishes.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1 AND SECTION 12.2, THE SOFTWARE, THE GUIDE CONTENT, THE OUTPUT, AND ANY SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND DEVELOPER EXPERIENCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DEVELOPER EXPERIENCE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL DETECT ANY PARTICULAR ISSUE, OR THAT ANY OUTPUT IS ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.
12.5 No warranty as to third parties. Developer Experience makes no warranty regarding the Model Provider, Vale, or any other third-party component. See Section 6.
13. Limitation of Liability §
13.1 Exclusion of indirect damages. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST, CORRUPTED, OR INACCURATE DATA OR CONTENT, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions to the cap. Section 13.2 does not apply to:
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(a) Customer’s obligation to pay Fees and taxes;
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(b) Customer’s breach of Section 3 (Restrictions) or infringement or misappropriation of Developer Experience’s intellectual property rights;
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(c) either Party’s fraud, gross negligence, or willful misconduct; or
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(d) either Party’s indemnification obligations under Section 14, which are instead capped at two times the total Fees paid or payable by Customer under this Agreement in the 12 months immediately preceding the event giving rise to the claim.
13.4 Confidentiality breach. A Party’s liability for breach of Section 11 is capped at two times the total Fees paid or payable by Customer under this Agreement in the 12 months immediately preceding the breach.
13.5 Basis of the bargain. The Parties agree that the limitations in this Section 13 are an essential basis of the bargain, that the Fees reflect them, and that they apply notwithstanding the failure of the essential purpose of any limited remedy.
13.6 Allocation. Nothing in this Section 13 limits a Party’s liability to the extent that limitation is not permitted by applicable law.
14. Indemnification §
14.1 By Developer Experience. Developer Experience shall defend Customer against any third-party claim alleging that the Software or the Guide Content, as delivered by Developer Experience and used by Customer in accordance with this Agreement, infringes that third party’s United States copyright or trademark rights or misappropriates its trade secrets, and shall indemnify Customer against damages and costs finally awarded against Customer, or agreed in settlement by Developer Experience, in respect of such a claim.
14.2 Exclusions. Developer Experience has no obligation under Section 14.1 to the extent the claim arises from:
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(a) Customer Content, or the combination of Customer Content with the Software;
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(b) modification of the Software by anyone other than Developer Experience;
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(c) combination or use of the Software with any product, service, data, or content not provided by Developer Experience, where the claim would not have arisen but for that combination;
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(d) use of the Software after Developer Experience has notified Customer to stop, or use of a Release other than the most recent one made available to Customer, where the claim would have been avoided by the most recent Release; or
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(e) use of a style guide other than the Developer Experience style guide, or of any Output.
14.3 Remedies. If the Software becomes, or in Developer Experience’s reasonable opinion is likely to become, the subject of a claim under Section 14.1, Developer Experience may at its option and expense: (a) procure for Customer the right to continue using the Software; (b) modify or replace the affected part so that it is non-infringing while materially preserving its function; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement on written notice and refund the Fees prepaid for the unexpired portion of the then-current term, prorated daily.
14.4 Sole remedy. Section 14.1 through Section 14.3 state Developer Experience’s entire liability and Customer’s sole and exclusive remedy for any claim of infringement or misappropriation.
14.5 By Customer. Customer shall defend Developer Experience against any third-party claim arising from (a) Customer Content, including any claim that Customer Content or Customer’s publication of Output infringes or misappropriates a third party’s rights, (b) Customer’s use of the Software in breach of this Agreement, or (c) Customer’s breach of Section 15, and shall indemnify Developer Experience against damages and costs finally awarded, or agreed in settlement by Customer, in respect of such a claim.
14.6 Procedure. The indemnified Party shall (a) promptly notify the indemnifying Party in writing of the claim, provided that a delay relieves the indemnifying Party only to the extent it is prejudiced, (b) give the indemnifying Party sole control of the defense and settlement, except that the indemnifying Party shall not agree to any settlement that imposes a non-monetary obligation on, or admits fault by, the indemnified Party without its prior written consent, and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate with its own counsel at its own expense.
15. Compliance with Laws and Export §
15.1 Compliance. Each Party shall comply with all laws and regulations applicable to its performance under this Agreement.
15.2 Export control. The Software is subject to the export control laws of the United States and may be subject to those of other jurisdictions. Customer shall not export, re-export, or transfer the Software, directly or indirectly, (a) to any country, region, entity, or person subject to United States sanctions or embargo, (b) to any person on a United States government list of restricted or denied parties, or (c) for any prohibited end use. Customer represents that it is not located in, organized under the laws of, or a resident of any such country or region, and is not such a restricted person.
15.3 Anti-corruption. Neither Party has offered or accepted, and neither shall offer or accept, any bribe, kickback, or improper payment in connection with this Agreement.
15.4 Personal data. The Parties do not anticipate that Developer Experience will process personal data on Customer’s behalf under this Agreement, because Developer Experience does not receive Customer Content. If Customer determines that a data processing agreement is required, the Parties shall negotiate one in good faith.
16. General Provisions §
16.1 Independent contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.
16.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld, except that either Party may assign it in its entirety, on written notice and without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the Parties’ permitted successors and assigns. If Customer is acquired by, or merges with, a person whose business competes with StyleOps, Developer Experience may terminate this Agreement on 60 days written notice and shall refund the Fees prepaid for the unexpired portion of the then-current term, prorated daily.
16.3 Notices. Notices under this Agreement must be in writing and are
effective on receipt when delivered by email with confirmation of receipt, or
on the second business day after dispatch by a nationally recognized overnight
courier. Notices to Developer Experience go to Developer Experience LLC, 800
Bellevue Way NE, Bellevue, WA 98004, USA, and to
admin@developerexperience.com. Notices to Customer go to
[Customer Notice Contact] at [Customer Address] and to [Customer Notice Email]. Either
Party may change its notice address by notice given under this Section 16.3.
Routine operational communication, including support correspondence and
Release announcements, is not a notice under this Section 16.3.
16.4 Governing law. This Agreement is governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.5 Venue. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and waive any objection to that forum on grounds of inconvenience or otherwise.
16.6 Jury waiver. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
16.7 Attorneys’ fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.
16.8 Equitable relief. A breach of Section 3, Section 5, or Section 11 may cause irreparable harm for which damages are an inadequate remedy. The non-breaching Party may seek injunctive or other equitable relief without posting a bond and without proving actual damages, in addition to any other remedy.
16.9 Publicity. Developer Experience may identify Customer by name and logo as a customer of StyleOps on its website and in its sales and marketing materials. Customer may withdraw that permission at any time by written notice, and Developer Experience shall stop the use within 30 days of receiving it. Any case study, testimonial, quotation, or press release naming Customer requires Customer’s prior written approval. Customer grants Developer Experience a limited, revocable, royalty-free license to use Customer’s name and logo for the purpose stated in this Section 16.9 only.
16.10 Force majeure. Neither Party is liable for a delay or failure in performance, other than a payment obligation, caused by an event beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as reasonably practicable.
16.11 Entire agreement. This Agreement, together with the Order Form and any addendum signed by both Parties, is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous proposals, quotes, discussions, and agreements on that subject matter. The proprietary notice distributed with the Software does not govern Customer’s use; this Agreement does.
16.12 Order of precedence. In the event of a conflict, the following order controls: (a) an addendum signed by both Parties, as to its subject matter; (b) the Order Form, as to commercial terms; (c) this Agreement; and (d) the Documentation. No term in a purchase order, vendor portal, invoice, click- through, or other Customer ordering document has any effect, even if signed or accepted by Developer Experience.
16.13 Amendment and waiver. This Agreement may be amended only by a writing signed by both Parties. A waiver is effective only if in writing and signed by the waiving Party, and a waiver on one occasion is not a waiver on any other.
16.14 Severability. If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions remain in full force.
16.15 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together are one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| DEVELOPER EXPERIENCE LLC | [Customer Legal Name] |
|---|---|
| By: ____________________ | By: ____________________ |
Name: [Developer Experience Signatory Name and Title] | Name: [Customer Signatory Name and Title] |
| Title: ____________________ | Title: ____________________ |
Date: [Signature Date] | Date: [Signature Date] |
Exhibit A: Order Form §
StyleOps Order Form
This Order Form is governed by the StyleOps Customer Agreement between
Developer Experience LLC and Customer dated [Effective Date].
Customer
| Field | Value |
|---|---|
| Legal name | [Customer Legal Name] |
| Entity type and state of formation | [Customer Entity Type and State of Formation] |
| Address | [Customer Address] |
| Notice contact | [Customer Notice Contact] |
| Notice email | [Customer Notice Email] |
| Invoice contact email | [Invoice Contact Email] |
| Purchase order number | [Purchase Order Number] |
Licensed organization
| Field | Value |
|---|---|
| Plan | [Plan] |
| Headcount as of this Order Form | [Employee Count] |
| Affiliates included in the Customer Organization | [Listed Affiliates] |
Access
| Field | Value |
|---|---|
| Source-control accounts or organization team to be granted access | [GitHub Accounts or Organization Team] |
| Named support contacts | [Customer Support Contacts] |
| Included support hours per month | 2 |
| Rate for work outside included support | 250 USD per hour |
Fees and term
| Field | Value |
|---|---|
| Annual fee | [Annual Fee] |
| Discount applied, and reason | [Discount and Reason] |
| Payment terms | Net 30 days from invoice date |
| Late interest rate | 1.5 percent per month, or the maximum the law allows, whichever is lower |
| Term start date | [Term Start Date] |
| Term end date | [Term End Date] |
| Renewal | Automatic for successive one-year terms unless either Party gives written notice at least 30 days before the end of the then-current term, per Section 10.2 |
Signatures
| DEVELOPER EXPERIENCE LLC | [Customer Legal Name] |
|---|---|
| By: ____________________ | By: ____________________ |
Name: [Developer Experience Signatory Name and Title] | Name: [Customer Signatory Name and Title] |
Date: [Signature Date] | Date: [Signature Date] |