Eclipse Foundation Europe GmbH — Open VSX Managed Registry Agreement (V. 1.4)

Open VSX Managed Registry Master Services Agreement

Preamble

The Open VSX Managed Registry Service is provided by the Eclipse Foundation Europe GmbH to support commercial and enterprise use cases while remaining aligned with Eclipse Foundation’s principles of openness, transparency, and vendor neutrality.

This Agreement establishes the legal and commercial framework under which organizations may subscribe to and use the Open VSX Managed Registry Service as described in Appendix A (the “Service”). It is intended to reflect a simple, balanced managed service arrangement, clearly separating contractual terms from the service description and service level commitments, and providing sufficient flexibility for the Service to evolve over time.

It is agreed and understood that any legal references to documents made available on the Open VSX Registry website, including, without limitation, the Terms of Use and Privacy Policy, as amended from time to time, are acknowledged by the Parties and incorporated by reference into, and form an integral part of, this Agreement.

Intent and Principles

The Parties enter into this Agreement with the shared intent of enabling reliable, enterprise-grade use of the Open VSX Managed Registry while preserving the Eclipse Foundation’s public mission and values.

1. Parties

Eclipse Foundation Europe GmbH, a company incorporated under the laws of the Federal Republic of Germany, having its registered office at Berliner Allee 47, D-64295 Darmstadt, Germany, registered with the Commercial Register (Handelsregister) of Darmstadt under HRB 92821 (Eclipse).

AND

Customer, as defined in the Order Form (Customer). 

2. Purpose and Structure of the Agreement

This Agreement governs the provision and use of the Open VSX Managed Registry Service (Service). The Agreement consists of this Master Services Agreement, Appendix A (Service Description), Appendix B (Service Level Agreement) and the Order Form(s), (altogether referred as Agreement).

Commercial terms including pricing, service tier, and subscription terms are defined in the applicable Order Form(s). For purposes of this Agreement, both Parties agree that the terms of the executed Order Form are confidential. 

In case of conflict, the following order of precedence applies: Order Form, Master Services Agreement, Appendix B, and Appendix A.

3. Provision and Use of the Service

Eclipse shall provide the Service in accordance with the Agreement. The Service is provided as a standardized managed service. 

Unless expressly agreed in writing, Eclipse is not obliged to provide customization or professional services beyond the Service Description. 

Customer shall use the Service in compliance with all applicable laws, regulations, usage limits, and tier restrictions.

4. Governing Principles

The Parties shall perform this Agreement in good faith and cooperate reasonably to support the proper operation and use of the Service. 

Eclipse operates the Service in accordance with principles of vendor-neutral governance, openness, and transparency as reflected in publicly available Eclipse Foundation policies. Nothing in this Agreement creates a fiduciary relationship or partnership.

5. Customer Responsibilities

Customer is responsible for compliance with this Agreement and applicable law, as well as all activities conducted under the user accounts of its employees, contractors, and agents. 

To enable Eclipse to operate, secure, and support the Service in accordance with this Agreement, Customer shall provide and maintain accurate, complete, and up-to-date information reasonably required for service operation and administration. This may include, without limitation, designated technical and administrative contacts, authentication or access credentials (including access or service tokens), network information such as IP ranges, and other identifiers or configuration details necessary to apply usage controls, security measures, and service tiers.

Customer agrees to follow reasonable operating instructions provided by Eclipse from time to time where such instructions are required for the proper, secure, or efficient operation of the Service. Eclipse may update such operating instructions at its reasonable discretion. Any material changes to such instructions shall be communicated to Customer with at least sixty (60) days’ prior notice, unless a shorter notice period is reasonably required for security, legal, or operational reasons.

Eclipse shall not be responsible for any failure to meet service levels, performance objectives, or availability targets to the extent such failure results from Customer’s failure to provide required information, maintain its accuracy, or comply with such reasonable operating instructions.

The Customer shall not misuse the Service or circumvent technical safeguards, and shall take reasonable precautions to ensure that its customers and products do not misuse the Service or circumvent such safeguards. The Customer shall further take reasonable precautions to ensure that it, its customers, and its products use the Service in compliance with applicable security, performance, and rate-limiting safeguards. For clarity, the use of mirrors and or caching is not considered a misuse of the Service.

6. Fees and Payment

Fees are defined in the applicable Order Form and are exclusive of any added value tax (VAT) and any other applicable taxes, levies, duties, or similar charges.

Unless otherwise agreed, fees are invoiced annually in advance and payable within thirty (30) days of the invoice date. Eclipse may suspend the Service for non-payment of undisputed fees following reasonable prior notice.

For pricing in the event of material sustained overuse by the Customer, the provisions set out under “Material Sustained Overuse” of Appendix A shall apply.

7. Service Levels and Credits

Service availability targets, performance objectives, support obligations, and measurement methods are defined in Appendix B. 

Any service credits expressly defined therein constitute the Customer’s sole and exclusive remedy for failure to meet the stated service levels. For the avoidance of doubt, service credits are non-refundable, non-transferable, and do not give rise to any right to refunds, cash payments, or other monetary compensation. 

8. Security and Data Protection

Each Party shall comply with applicable data protection laws in the context of the provision, management, and use of the Service.

9. Intellectual Property Rights

This Agreement does not transfer ownership of intellectual property rights. All rights in and to the Services, the underlying software, or the documentation remain with Eclipse, and all rights in the Customers data and content remains with the Customer. 

For avoidance of doubt, the publisher agreement (as currently published at https://open-vsx.org/publisher-agreement-v1.1 ) shall apply to any content published by the Customer through the Service.

Subject to the terms of this Agreement, Eclipse grants Customer a time-limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service during the applicable subscription term. Except as expressly set forth herein, no rights or licenses are granted in respect of the Service, the underlying software, or the documentation. 

Eclipse may collect and use usage, telemetry and log data generated by the Customer’s use of the Service to operate, maintain, secure, monitor and improve the Service and to enforce the applicable Service Tiers and usage limits. Eclipse may further use such data in aggregated and/or anonymized form for statistical and analytical purposes.

10. Transparency and Publicity

The Parties acknowledge that Eclipse Foundation operates as an open, vendor-neutral organization guided by principles of openness, transparency, collaboration, and vendor neutrality. 

Unless otherwise agreed, Eclipse may publish aggregated and/or anonymized service information and reference Customer as a user. Eclipse and its affiliated organizations (within the meaning of Sections 15 et seq. German Stock Corporation Act (AktG) may use Customer’s company name and/or logo in a manner consistent with the use of names and logos of similarly situated customers, including (without limitation) on the OpenVSX website, in customer lists, reference materials, and promotional or informational presentations relating to the Service. For such purposes, Customer grants Eclipse a non-exclusive, non-transferable, non-assignable, royalty-free, and worldwide license to use the Customer’s company name and logo solely as described in this Section and for the term of this Agreement.

Any use of the Customer’s logo shall be subject to the then-current logo and trademark usage guidelines provided by Customer to Eclipse in writing. Eclipse shall have no obligation to display the Customer’s logo and may decline to do so if, in its reasonable discretion, it determines that it cannot comply with such guidelines.

11. Warranty Disclaimer

Except as expressly stated, the Service is provided as is and as available. 

To the maximum extent permitted by law, Eclipse disclaims all other warranties, whether express or implied.

12. Limitation of Liability

For services provided free of charge, Eclipse shall be liable in accordance with the statutory provisions.

In all other respects, Eclipse shall be liable in accordance with the following provisions.

Eclipse shall be liable without limitation for intent and gross negligence as well as in the event of damages arising from injury to life, body or health.

In cases of simple negligence, Eclipse shall only be liable for breaches of material contractual obligations (Kardinalpflichten). In such cases, liability shall be limited to the typical foreseeable damage at the time of conclusion of the Agreement and shall not exceed, in the aggregate and per contract year, an amount equal to the fees paid by the Customer under the applicable Order Form during the twelve (12) months preceding the damaging event.     

Liability for damages due to loss of data is, in the case of a breach of a material contractual obligation, is limited to the amount of the restoration of the data that would also have been incurred if Client had regularly and in line with the risk backed up the data.

The limitations of liability apply correspondingly in favor of the legal representatives, employees, agents and vicarious agents of Eclipse.

Any liability of Eclipse for guarantees (which must be expressly designated as such) and for claims under the Product Liability Act remains unaffected.

Any further liability of Eclipse is excluded. 

For the avoidance of doubt, this Agreement creates rights and obligations solely between Eclipse and the Customer. Eclipse assumes no responsibility, warranty, or support obligation toward the Customer’s end users or customers, and no such third party shall have any rights or claims against Eclipse under or in connection with this Agreement.

13. Term and Termination

Term and Automatic Renewal: This Agreement and any applicable Order Form shall commence on the Effective Date and shall continue until December 31 of the calendar year following the year in which the Effective Date occurs (the “Initial Term”).

For the period from the Effective Date until December 31 of the year in which the Effective Date occurs, the fees shall be calculated on a prorated basis; however, the total fees for both (i) such prorated initial period and (ii) the subsequent full calendar year shall be invoiced upon execution and payable in full in accordance with the applicable Order Form.

Thereafter, the Agreement shall automatically renew for successive twelve (12) month terms commencing on January 1 and ending on December 31 of each calendar year (each a “Renewal Term”), unless terminated in accordance with this Agreement.

Pricing may be updated by Eclipse at the end of each calendar year by providing reasonable prior notice to the Customer within the scope of discretionary judgement. 

Termination for Convenience: The Customer may terminate this Agreement or any active Order Form for convenience at any time by providing at least sixty (60) days’ advanced written notice to Eclipse. No refunds, credits, or other reimbursement of fees already paid or payable shall be granted as a result of such termination.

Eclipse may terminate this Agreement for convenience by providing at least six (6) months’ prior written notice to the Customer. Such termination shall become effective at the end of the then-current subscription term.

Outstanding Fees Upon Termination: Termination shall not relieve the Customer of its obligation to pay any fees accrued prior to the effective date of termination.

Termination for Cause: Either Party may terminate the Agreement for material breach not cured within thirty days of written notice to an authorized representative of the other Party.

Service Levels; No Material Breach; Exclusive Remedies: For the avoidance of doubt, failure by Eclipse to meet any service level, availability target, or performance objective set out in Appendix B (Service Level Agreement) shall not constitute a material breach of this Agreement. Any service credits or remedies expressly defined in Appendix B shall be the Customer’s sole and exclusive remedy for any failure to meet such service levels. Except as expressly provided in Appendix B, no additional rights, remedies, refunds, damages, or termination rights shall arise from any failure to achieve the service levels.

14. Survival Clause

Notwithstanding any termination or expiry of this Agreement, the provisions which by their nature or purpose are intended to survive shall remain in full force and effect, including, without limitation, provisions relating to:

• Governing Law and Jurisdiction;

• Limitation of Liability;

• Warranty Disclaimers;

• Intellectual Property Rights; 
• And any other provisions expressly stated to survive termination or which are necessary to give effect to accrued rights or obligations.

15. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules. 

The Parties shall first seek to resolve disputes amicably. 

If no amicable resolution is achieved, the courts of Frankfurt am Main, Germany, shall have exclusive jurisdiction.

16. Miscellaneous

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Eclipse, which shall not be unreasonably withheld. Eclipse may assign or transfer this Agreement, in whole or in part, to an affiliated company within the meaning of Sections 15 et seq. German Stock Corporation Act (AktG) or to any successor entity by way of merger, restructuring, or transfer of business. Eclipse shall provide the Customer with thirty (30) days’ prior written notice of such assignment.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter. Amendments must be made in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Appendix A — Service Description

Description of the Open VSX Managed Registry Service, including scope, components, hosting, and security posture.

Appendix B — Service Level Agreement

Availability targets, measurement methodology, service credits, exclusions, and reporting mechanics.

Appendix A — Service Description

1. Service Overview

The Open VSX Managed Registry Service (the “Service”) is a standardized, fully managed registry service operated by Eclipse Foundation Europe GmbH (“Eclipse”) for the hosting, distribution, and management of software extensions compatible with supported development tools and platforms.

The Service is intended to support commercial and enterprise use cases and is operated in accordance with Eclipse Foundation principles of openness, transparency, fairness, and vendor-neutral governance.

2. Scope of the Service

The Service includes the following managed components:

• Registry services for hosting extensions and associated metadata
• APIs supporting extension discovery, download, and publishing
• Authenticated publisher interfaces
• Monitoring, maintenance, and operational support required for normal service operation

The Service is provided on a shared, multi-tenant basis unless otherwise expressly agreed in writing.

3. Service Tiers and Usage Characteristics

The Service is offered in multiple service tiers, as specified in the applicable Order Form. Each service tier is subject to defined usage characteristics and operational limits.

Unless otherwise agreed in writing, the following average request rate limits apply:

Usage exceeding the Enterprise XL threshold is classified as Platform tier usage and is subject to custom commercial terms and pricing, as agreed between the parties in writing.

Request rate limits are evaluated as sustained request rates and are intended to protect platform stability and fair usage.

Threshold Measurement and Billing

Request-per-second (RPS) usage is measured using five-minute samples taken over the course of each calendar month. The monthly ninety-fifth percentile average is used to determine whether usage remains within the applicable service tier, and short-duration usage spikes are absorbed by this calculation.

If the measured ninety-fifth percentile exceeds the applicable tier threshold for a given month, the Customer enters a one-month grace period. If usage exceeds the threshold for a second consecutive month, or for three months within any rolling twelve-month period, the subscription will be adjusted to the applicable service tier for the next billing cycle.

Material Sustained Overuse

If the measured ninety-fifth percentile request rate exceeds the applicable service tier threshold by one hundred percent (100 percent) or more for two consecutive calendar months, such usage will be deemed a material sustained overuse of the Service.

In the event of material sustained overuse, Eclipse may adjust the Customer’s subscription to the service tier corresponding to the observed usage level effective as of the next monthly billing period, rather than waiting for adjustment at the next annual billing cycle.

Any such adjustment will apply prospectively only and will not result in retroactive charges. Eclipse will notify the Customer in writing of the measured usage and the resulting tier adjustment.
Unless otherwise agreed between the parties, Eclipse may, at its reasonable discretion, invoice the Platform tier usage at a commercially reasonable interim rate that reflects the Customer’s observed usage.

4. Service Level Objectives (SLOs)

The Service is operated in accordance with the following non-binding service level objectives:

These objectives describe operational targets only. Except as expressly stated in Appendix B, they do not constitute service level commitments and do not give rise to service credits or remedies.

5. Hosting and Operations

The Service is hosted and operated by Eclipse using professionally managed infrastructure. Eclipse is responsible for operating, maintaining, and updating the Service, including applying security updates and performing routine maintenance.

Eclipse may modify infrastructure, architecture, or operational practices from time to time, provided that such changes do not materially reduce the Service as described herein.

6. Security and Data Protection

Eclipse implements appropriate technical and organizational measures designed to protect the security, availability, and integrity of the Service, aligned with industry-standard practices for managed cloud services.

7. Exclusions

Unless expressly agreed in writing, the Service does not include:

• Custom development or customization
• Professional services or consulting
• Dedicated infrastructure
• End-user support for Customer’s customers or users

Appendix B — Service Level Agreement

This Appendix defines the sole service level commitments applicable to the Service. For avoidance of doubt, this Service Level Agreement (SLA) is not applicable to content uploaded by publishers. Should any Service interruptions or other defects be caused by Customer, no service credits are incurred.

1. Applicability

This SLA applies only to Customers subscribed to the Enterprise XL service tier, as specified in the applicable Order Form.

No service level commitments or service credits apply to any other service tier unless expressly stated in writing.

2. Availability Target

Eclipse will use commercially reasonable efforts to make the Service available with a monthly availability target of 99.95 percent.

Availability is measured on a calendar-month basis and excludes periods of permitted downtime as described below.

3. Measurement Methodology

Availability is measured using Eclipse’s standard monitoring systems, based on the accessibility of core Service endpoints over the applicable measurement period.

The detailed measurement methodology is determined by Eclipse in a reasonable and consistent manner.

4. Exclusions

The following are excluded from availability calculations:

• Planned maintenance communicated in advance
• Emergency maintenance required to address security or stability risks
• Issues caused by factors outside Eclipse’s reasonable control
• Customer misuse of the Service or breach of the Agreement
• Beta, preview, or pre-release features

5. Service Credits

If the monthly availability target is not met, the Customer may be eligible for service credits as defined below:

For annually billed subscriptions, the “monthly fee” is calculated as one twelfth (1/12) of the annual subscription fee.

Service credits are the Customer’s sole and exclusive remedy for failure to meet the availability target.

6. Application of Service Credits

Service credits are applied as a credit against the next invoice or renewal, as determined by Eclipse. Service credits are non-refundable, non-transferable, and may not be exchanged for cash.

7. Reporting

Eclipse will make reasonable availability information available to Enterprise XL Customers upon request. The format and frequency of such reporting are determined by Eclipse.

Order Form

This Order Form (“Order Form”) is entered into pursuant to, and governed by, the Open VSX Managed Registry Master Services Agreement (the “MSA”) between Eclipse Foundation Europe GmbH (“Eclipse”) and the Customer identified below. Capitalized terms not defined herein have the meaning given in the MSA.

In the event of a conflict, this Order Form shall prevail over the MSA in accordance with Section 2 of the MSA.

Customer Details: 

Company Name: ________________________________ (the “Customer”, “You”, “Your”)

Company Address: ________________________________

  ________________________________

________________________________

2. Effective Date

Effective Date: _______________________________

This Order Form becomes effective on the Effective Date (“Order Form Effective Date”).

3. Service

Service Name
Open VSX Managed Registry Service

Service Description
The Service is provided as a standardized managed service, as further described in Appendix A (Service Description) of the Agreement.

4. Service Tier, Scope, and Annual Subscription Fee

Selected Service Tier and Annual Subscription Fee (select one):

☐ Enterprise XL (€500.000 annual fee)
☐ Enterprise (€100.000 annual fee)
   
☐ Platform (Custom – to be mutually agreed to)

Tier Description / Scope:

As referred in Appendix A — Service Description – Open VSX Managed Registry Service

The applicable service scope, usage limits, and features are determined by the selected service tier and the Agreement.

Usage Thresholds and Tier Adjustment

Usage of the Service is subject to the usage thresholds associated with the selected service tier, as further described in Appendix A (Service Description). Eclipse measures usage on an ongoing basis using industry-standard methods.

Where Customer usage exceeds the applicable tier thresholds for a sustained period, Eclipse may adjust the Customer’s subscription to the appropriate service tier for the subsequent billing cycle, in accordance with the measurement methodology and grace periods described in Appendix A.

5. Subscription Term

Initial Subscription Term:
☐ Twelve (12) months
☐ Thirty-six (36) months (required for Enterprise XL Customers)
☐ Other: _______________________________ (requires Eclipse Foundation approval)

Renewal
The subscription automatically renews on an annual basis unless terminated in accordance with the Agreement. Renewal will occur using the most recent Order Form, except that Eclipse may update pricing as permitted under the MSA.

6. Fees and Payment

Subscription Fee

Your Annual Subscription Fee is as indicated in Section 4 above. The Annual Subscription Fee is exclusive of applicable taxes including VAT, which will be charged in addition. 

Billing Frequency and Billing Terms

Annual Subscription Fee will be invoiced in advance. All fees are due net thirty (30) days from invoice date, unless otherwise agreed to in writing. 

Net thirty (30) days from invoice date, unless otherwise agreed in writing.

No refunds are offered, except where expressly required by mandatory law, in accordance with the Agreement.

7. Service Levels

Service availability targets, performance objectives, and any applicable service credits are governed exclusively by Appendix B (Service Level Agreement) of the Agreement.

8. Data Protection

Each Party shall comply with applicable data protection laws. Where required, the Parties shall enter into a separate data processing agreement.

9. Customer Contacts and Billing Information

Primary Operational Contact
Name: _______________________________
Email: _______________________________
Role: _______________________________

Billing Contact (if different)
Name: _______________________________
Email: _______________________________

VAT# (if applicable): _________________________________

Customer PO# (if applicable): _________________________________

10. Signatures

By signing below, the Parties agree to be bound by this Order Form and this Agreement.

Customer     Eclipse Foundation Europe GmbH