Discourse
Master Enterprise Hosting Agreement

Version 11.3.3

CDCK and Customer agree:

Background

• CDCK develops Discourse, a computer software platform for running Internet discussion forums. CDCK also develops Discourse Plugins that give Discourse additional functionality and Discourse Themes and Discourse Theme Components that change Discourse’s appearance. CDCK publishes Documentation for Discourse and Discourse Plugins at https://www.discourse.org/features.

• CDCK releases Discourse and many Discourse Plugins as open source software that anyone can use to host Internet discussion forums for free. However, CDCK offers its expertise as the creator of Discourse to set up, run, and maintain secure and reliable Internet discussion forums for paying customers.

• First and foremost, this is an agreement for CDCK to host Internet discussion forums using Discourse for Customer. Secondarily, this is an agreement for development of any new Discourse Plugins, Discourse Themes, or other customizations Customer needs.

• CDCK will keep Customer’s forums running, but Customer will have full administrative control, including content moderation, over its forums. CDCK and Customer therefore share responsibility for security and compliance. Each side agrees to do its part.

• Customer can make its forums public, keep them private, or anything between. As a result, these terms deal with data in more detail than merely saying everything is completely public or completely confidential.

Statements of Work

Relationship to Master

When Customer and CDCK agree to a written Statement of Work under this agreement, the terms of this agreement govern that Statement of Work. A statement of work may cover discussion forum hosting, development of Discourse Plugins, Discourse Themes, and other customizations, or other related services.

With Affiliates

When an Affiliate of CDCK or an Affiliate of Customer agrees to a Statement of Work, the Affiliate is CDCK or Customer for the purposes of that Statement of Work. However, unless the Statement of Work specifically says otherwise, CDCK and Customer remain responsible for the obligations of any Affiliate agreeing to a Statement of Work.

Conflicts of Terms

The terms of a Statement of Work override any conflicting terms of this agreement, but only for that Statement of Work.

Privacy-Compliance Terms

If Customer and CDCK sign an addendum adding privacy-compliance terms to this agreement, those privacy-compliance terms govern any Statement of Work covering forum hosting. Otherwise:

• If the European Union General Data Protection Regulation or any analogous data protection law of another jurisdiction, such as the United Kingdom or Brazil, applies, the data processing addendum published at https://discourse.org/data-processing-addendum on the date of this agreement governs.

• If California consumer privacy law applies, the California addendum published at https://discourse.org/california-privacy on the date of this agreement governs.

• If Virginia consumer privacy law applies, the Virginia addendum published at https://discourse.org/virginia-privacy on the date of this agreement governs.

• If Connecticut consumer privacy law applies, the Connecticut addendum published at https://discourse.org/connecticut-privacy on the date of this agreement governs.

• If Colorado consumer privacy law applies, the Colorado addendum published at https://discourse.org/colorado-privacy on the date of this agreement governs.

• If Utah consumer privacy law applies, the Utah addendum published at https://discourse.org/utah-privacy on the date of this agreement governs.

CDCK’s Obligations

CDCK takes on these obligations for each Statement of Work. Obligations for Customer’s Forum apply only if the Statement of Work covers forum hosting.

Host Customer’s Forum

CDCK agrees to run Discourse so that Users can use the Feature Set by visiting Customer’s Forum with systems meeting requirements in the Documentation, within the Use Limits agreed in the Statement of Work. CDCK agrees to host Customer’s Forum on Web servers within the server location agreed in the Statement of Work.

Set Up Discourse

CDCK agrees to set up Discourse and Discourse Plugins for Customer’s Forum as agreed in the Statement of Work.

Configure Discourse Services and Limits

CDCK agrees to configure Customer’s Forum to use CDCK’s preferred e-mail, file-storage, and other back-end services, as well as hard and soft technical limits, like limits on e-mails sent per day and the size of uploaded files, that reflect the typical operational and security needs of customers using Discourse for similar kinds of forums.

Maintain Customer’s Forum

CDCK agrees to continuously upgrade Customer’s Forum to run the Latest Version of Discourse.

Ensure Service Levels

Service-Level Agreement

So long as Customer meets Customer’s Obligations and Customer’s Forum remains within the Use Limits, CDCK agrees to host Customer’s Forum with Uptime of no less than 99.9%.

Give Credits for Low Uptime

CDCK agrees to credit Customer’s account on Notice and verification that CDCK failed to provide service according to Service-Level Agreement during the current Service Month or any of the six prior Service Months:

• 5% of Hosting Fees for any Service Month with Uptime below 99.9% but at or above 99.0%

• 10% of Hosting Fees for any Service Month with Uptime below 99.0% but at or above 90.0%

• 25% of Hosting Fees for any Service Month with Uptime below 90.0%

Apply Credits

CDCK agrees to apply credits under Give Credits for Low Uptime against Customer’s obligations to pay Hosting Fees under the Statement of Work to the next bill for services under that Statement of Work. CDCK does not agree to refund any credits.

Refund Hosting Fees for Low Uptime

If CDCK credits Customer’s account under Give Credits for Low Uptime for three out of any six Service Months in a row, and Customer ends the Statement of Work at the end of those Service Months, citing low Uptime, CDCK agrees to refund all Hosting Fees that Customer paid for forum hosting under the Statement of Work for the three Service Months, as well as any Prepaid Hosting Fees.

Keep Customer Data Confidential

CDCK agrees not to access, use, or disclose Customer Data without Permission, except:

• as needed to host Customer’s Forum, as configured by CDCK, as agreed in the Statement of Work, and as configured by Customer via the Administrator Dashboard

• to monitor use of Customer’s Forum to prevent, detect, or mitigate breach of Customer’s Obligations

• to respond to Support Requests

• to develop any new Discourse Plugins, Discourse Themes, and other customizations agreed in any Statement of Work

• as required by law

Provide Downloads of Customer Data

CDCK agrees to ensure that the Administrator Dashboard provides on-demand downloads of the contents of the database for Customer’s Forum in the preferred format for importing into a new instance of Discourse. Up to once every seven calendar days, CDCK agrees to task relevant personnel to fulfill requests to download any other data stored elsewhere, such as file attachments, images, and uploads, as Regular Support Requests.

Delete Data After the Agreement Ends

CDCK agrees to delete all its copies of Customer Data for Customer’s Forum within thirty days after its obligation under Provide Downloads of Customer Data ends. If CDCK has a data backup system in place that keeps copies of Customer Data longer, according to a fixed schedule, CDCK may keep its backup copies in that system until they are scheduled for deletion.

Provide Source Code for Closed-Source Deliverables

CDCK agrees to make the full source code for any Proprietary Deliverables and Enterprise Deliverables used for Customer’s Forum available to Customer to download. On written request, CDCK agrees to provide Customer an Internet address at which Customer can download the source code free of charge.

Take Security Precautions

CDCK agrees to take security precautions to defend Customer’s Forum from malicious technical attack and Data Breach according to CDCK’s security brief published at https://discourse.org/security on the date of the Statement of Work.

Prepare for Disasters

CDCK agrees to:

• adopt, maintain, and periodically review a written plan to recover from any Disaster affecting the systems used to host Customer’s Forum or the integrity of Customer Data

• share the plan with relevant CDCK personnel

• give Customer a copy of the current plan on request

• follow the plan if a Disaster happens

Provide Support

Support

CDCK agrees to respond to Customer Support Requests from Customer Personnel via e-mail about:

• configuration of, use of, and problems with Customer’s Forum

• how CDCK provides Customer’s Forum, as needed to help Customer comply with legal requirements

Support Request Triage

• Critical Support Requests are Support Requests to urgent@discourse.org that report:

  • systems providing Customer’s Forum are down or unresponsive

  • Users cannot read, post to, or search Customer’s Forum

  • Customer’s Forum is under imminent threat of malicious technical attack or Data Breach

• Urgent Support Requests are Support Requests to urgent@discourse.org that report other substantial loss of functionality or responsiveness of Customer’s Forum.

• All other Support Requests, and all Support Requests to team@discourse.org, are Regular Support Requests.

Responsiveness

CDCK agrees to respond to Support Requests as follows:

• CDCK will respond to Critical Support Requests within 30 minutes, update on status every hour, and provide a solution within 4 hours.

• CDCK will respond to Urgent Support Requests within 2 hours, update on status every 4 hours, and provide a solution within 12 hours.

• CDCK will respond to Regular Support Requests the next Business Day, update on status every Business Day, and provide a solution within 7 Business Days.

Refund Hosting Fees for Unresponsive Support

If CDCK fails to meet Responsiveness for three out of any six Service Months in a row, and Customer ends the Statement of Work at the end of those Service Months, citing poor support responsiveness, CDCK agrees to refund 5% of all Hosting Fees that Customer paid for forum hosting under the Statement of Work for the three Service Months, as well as any Prepaid Hosting Fees.

Use Responsible Subcontractors

CDCK agrees to make sure its employees and contractors abide by Keep Customer Data Confidential, Take Security Precautions, Prepare for Disasters, and Keep Malicious Code Out of the Software. CDCK may contract with others for computer systems used to host Customer’s Forum to Customer.

Publish Documentation

CDCK agrees to host the Documentation so Customer personnel can read it on the Internet.

Refund Prepaid Hosting Fees for Removed Features

If CDCK changes or removes Software Features from the Latest Version of Discourse that were part of the Feature Set, substantially reducing how useful Discourse is to Customer, Customer may end the Statement of Work at the end of the next Service Month by giving Notice. CDCK agrees to refund any Prepaid Hosting Fees as of the end of the Statement of Work.

Keep Malicious Code Out of the Software

CDCK agrees to make sure the Latest Version of Discourse, Discourse Plugins, Discourse Themes, and any other customizations developed by CDCK to host Customer’s Forum remain free of computer viruses, Trojans, worms, and other malicious code compromising the security of Customer’s Forum and Users’ computers.

Limit Validation Code in the Software

CDCK agrees not to include any code that automatically disables Software Features based on monitoring of Use Limits. CDCK may include code that monitors Use Limits, validates administrative Access Credentials, reports results back to CDCK systems, and alerts Users to overages.

Protect Customer from Liability

So long as Customer has paid all Hosting Fees and any Hosting Expenses as required by the agreement:

Indemnify Customer

Subject to Indemnification Process, CDCK agrees to give Customer Indemnification for any Infringement or Noncompliance Claim.

Give Notice of Infringement and Noncompliance Claims

CDCK agrees to give Customer prompt Notice of any Infringement or Noncompliance Claim.

Carry Insurance

Maintain Relevant Coverages

CDCK agrees to carry insurance policies meeting the following criteria or better, covering the entire term of the agreement, plus an additional six calendar months. CDCK may satisfy coverage limits with combinations of primary and umbrella excess coverage that result in the same coverage as a single policy meeting the required limits.

• commercial general liability: $2,000,000 per occurrence and $2,000,000 in the aggregate

• privacy and cybersecurity liability: $2,000,000 per occurrence

• workers’ compensation policies meeting all legal requirements

• employer’s liability policy: $500,000 per occurrence

• professional liability or errors and omissions: $2,000,000 per occurrence and $2,000,000 in the aggregate

Use Highly Rated Insurers

CDCK agrees to meet Maintain Relevant Coverages with policies from insurers with the following minimum ratings:

• A.M. Best Financial Strength: “A- (Excellent)”

• A.M. Best Financial Size: “X”

• Standard and Poor’s: “AA- (Excellent)”

Provide Proof of Insurance Coverage

On written request, CDCK agrees to provide Customer proof of insurance coverage required by Maintain Relevant Coverages.

Protect Customer After the Statement of Work Ends

The following CDCK obligations continue after the Statement of Work ends and after this agreement ends:

• Keep Customer Data Confidential

• Provide Downloads of Customer Data, for thirty calendar days

• Indemnify Customer

• Carry Insurance

Customer’s Obligations

Customer takes on these obligations for each Statement of Work. Obligations for Customer’s Forum apply only if the Statement of Work covers forum hosting.

Pay Fees and Expenses

Customer agrees to pay all amounts as agreed in the Statement of Work. Customer agrees to pay all tax on amounts owed under this agreement, except tax CDCK owes on income.

Pay On Time

Unless the Statement of Work says otherwise, Customer agrees to pay all undisputed charges on each bill within thirty calendar days of receipt.

Dispute Fees Promptly

Customer agrees to give CDCK Notice of any suspected error on a bill before the deadline for payment, and both parties agree to assign relevant personnel to resolve any concerns about bill accuracy in good faith. Customer agrees to pay the undisputed part of each bill by the original deadline, and any part of the bill resolved later within thirty calendar days of resolution.

Handle Tax Withholding

If Customer is located outside the United States, and local law requires Customer to withhold taxes on amounts paid under this agreement:

• Customer agrees to make the required tax withholding payments for CDCK by deducting the right amounts from payments to CDCK and paying them to the proper tax authorities.

• Customer agrees to increase the amount of each payment made, to offset withholding, so that CDCK receives the full amount owed according to the Statement of Work.

• Customer agrees to provide CDCK relevant official tax documentation and tax receipts showing that withholding was required, and that proper withholding payment has been made, as soon as possible after making any withholding payment.

Follow Rules About Use

Customer agrees to use Customer’s Forum consistent with the use case agreed in the Statement of Work. Customer agrees not to:

• infringe anyone else’s Intellectual Property Right using Customer’s Forum

• violate anyone else’s rights using Customer’s Forum

• breach any agreement using Customer’s Forum

• break the law using Customer’s Forum

• furnish or solicit Customer Data in any way that infringes any Intellectual Property Right, breaks any law, or breaches any other agreement

• furnish or solicit Customer Data subject to Special Data Regulations or otherwise do anything that results in CDCK processing Customer Data subject to Special Data Regulations

• remove proprietary notices from Discourse, Discourse Plugins, or Documentation

• strain the technical infrastructure of Customer’s Forum with an unreasonable volume or rate of requests, or requests designed to impose an unreasonable load, except with Permission to conduct a specific technical or security test

• use the email address of anyone else using the Customer Forum in a way that results in excessive bounces, SPAM complaints via feedback loops, direct spam complaints or requests for removal from a mailing list by recipients, failing to comply may result in suspension of use of the Customer Forum, without notice

• use purchased, rented or third party lists of email addresses in the Customer Forum, failing to comply may result in suspension of use of the Customer Forum, without notice

Enforce Rules About Use

Customer agrees to make sure Customer Personnel abide by Follow Rules About Use.

Warn of High-Traffic Events

Customer agrees to give CDCK Notice at least thirty calendar days before any scheduled events, such as advertising campaigns, promotions, or conferences, that Customer anticipates might drive more than twice the usual page views per day to Customer’s Forum.

Update Account Details

Customer agrees to keep its contact, payment, and other administrative details complete, accurate, and up-to-date. Customer agrees to do so through the Account Dashboard whenever possible, and otherwise by Notice.

Post Public Terms, Notices, and Policies

Customer agrees to post terms of service, privacy notices, and policies to Customer’s Forum as needed to comply with the law and to allow CDCK to process Customer Data in compliance with the law and this agreement.

Respond to Follow-Ups

Customer agrees to make sure that relevant Customer Personnel respond quickly to follow-up questions about Support Requests, configuration, development of Discourse Plugins, Discourse Themes, and other customizations, as well as other CDCK services.

Indemnify CDCK

Subject to Indemnification Process, Customer agrees to give CDCK Indemnification for any Legal Claim based on Customer’s breach of this agreement or Use of Customer’s Forum at Customer’s Own Risk.

Protect CDCK After the Statement of Work Ends

Customer’s obligations under Pay Fees and Expenses and Indemnify CDCK continue after the Statement of Work ends and after this agreement ends.

Intellectual Property

Existing and Outside IP

This agreement does not change ownership of any Intellectual Property Right held by either side before entering into any Statement of Work or created outside the scope of any Statement of Work.

Open Source Licenses

Customer’s licenses for Discourse and open source Discourse Plugins are those of their respective public open source software licenses, interpreted as entirely independent legal documents, separate from these terms. Obligations and guarantees about Discourse and open source Discourse Plugins in this agreement, such as in CDCK’s Obligations, are in addition to the terms of those standard open source licenses. This section ensures that Customer can keep relying on published guidance and prior conclusions about open source software licenses in standard form.

Hosting Tools

CDCK develops and uses Hosting Tools in the form of software and software configurations for setting up, hosting, monitoring, and upgrading Discourse for multiple customers on a variety of infrastructure platforms. This agreement does not change ownership of any Intellectual Property Right in Hosting Tools held by CDCK before entering into Statement of Work or created during work under any Statement of Work.

Deliverables

Open Source Deliverables

CDCK will own every Intellectual Property Right in work designated Open Deliverables in every Statement of Work. CDCK grants Customer licenses for Open Deliverables that are part of Discourse on the same public open source software license terms as Discourse itself, and licenses for other work, including work on open source Discourse Plugins, on the terms of The MIT License. Those licenses will be interpreted according to Open Source Licenses. CDCK agrees to publish source code for Open Deliverables to the Internet.

Proprietary Deliverables

Customer will own every Intellectual Property Right in work designated Proprietary Deliverables in every Statement of Work. Subject to Existing and Outside IP, Proprietary Deliverables are “work made for hire” to the extent possible under copyright law. CDCK assigns every Intellectual Property Right in Proprietary Deliverables that cannot be work made for hire to Customer, and waives all moral rights in Proprietary Deliverables. Customer agrees that CDCK may develop work with functionality similar to that of Proprietary Deliverables for other customers, or to release as open source.

Enterprise Deliverables

CDCK will own every Intellectual Property Right in work designated Enterprise Deliverables in every Statement of Work. Conditional on payment of all fees for Enterprise Deliverables under the relevant Statement of Work, CDCK grants Customer a perpetual, nonexclusive license covering all copyrights and patent rights CDCK has in those Enterprise Deliverables that Customer needs to make use of those Enterprise Deliverables, with or without changes, as part of Customer’s Forum. Customer may not publish or distribute copies of Enterprise Deliverables, other than for this purpose. This license is intended to enable Customer to continue hosting Customer’s Forum and use Enterprise Deliverables, or have another company do so, if the relevant Statement of Work ends.

Unspecified Deliverables

Unless the Statement of Work says otherwise, any new components developed as part of adapting Customer’s design into Discourse Themes for Customer are Enterprise Deliverables. Otherwise, deliverables not designated Open Deliverables, Proprietary Deliverables, or Enterprise Deliverables are Open Deliverables.

Changes

Changes Customer May Make

• If a Statement of Work covering forum hosting sets a pricing structure for higher Use Limits, Customer may increase its Use Limits under that Statement of Work within that pricing structure at any time, by Notice. Customer increases to Use Limits take effect as soon as Customer pays any additional fees, according to the set pricing structure.

Changes CDCK May Make

• CDCK may add, remove, and change Software Features in the Latest Version of Discourse.

• CDCK may add, remove, and change the functionality of the Account Dashboard and Documentation.

• CDCK may increase Hosting Fees and Maintenance Fees under any Statement of Work by up to 5% of current fees under that Statement of Work by giving Customer Notice at least ninety calendar days before CDCK’s forum hosting or maintenance obligation renews for another year. Each increase takes effect on renewal.

• CDCK will take one or more of these steps in response to an Infringement or Noncompliance Claim:

  • CDCK may develop and use new versions of its software to host Customer’s Forum so that use of Customer’s Forum as provided will no longer infringe or break the law.

  • CDCK may change how it provides Customer’s Forum so that use of Customer’s Forum as provided will no longer infringe or break the law.

  • If the problem is infringement, CDCK may get a license for Customer so that use of Customer’s Forum will no longer infringe.

  • If the problem is illegality, CDCK may get the government approvals, licenses, or other requirements needed to abide by the law.

  • If the Infringement or Noncompliance Claim is a court order and none of the above prove practical, CDCK may end the Statement of Work and refund any Prepaid Hosting Fees.

Liability

Agreed Legal Remedies

• Each side’s only legal remedy for any Legal Claim covered by Indemnification will be Indemnification.

• Customer’s only legal remedies for failures to meet Service-Level Agreement will be credits under Give Credits for Low Uptime and refunds under Refund Hosting Fees for Low Uptime.

• Customer’s only legal remedy for failure to meet Responsiveness will be a refund under Refund Hosting Fees for Unresponsive Support.

• Customer’s only legal remedy for changes to Software Features in the Latest Version of Discourse will be a refund under Refund Prepaid Hosting Fees for Removed Features.

Valid Excuses

Neither side will be liable for any failure or delay in meeting any service level or other obligation caused by a Disaster, failure of the other side or its personnel to meet their obligations, or actions done or delayed on written request of the other side.

Only Express Warranties

Except for its obligations in CDCK’s Obligations, CDCK provides Customer’s Forum and all work “as is”. CDCK disclaims any warranties the law might otherwise imply, like warranties of merchantability, fitness for any particular purpose, title, or noninfringement.

Limited Damages

Damages Cap

Subject to Damages Cap Exceptions, neither side’s total liability for Legal Claims related to this agreement will exceed the amount of Hosting Fees that Customer paid or became liable to pay to CDCK under this agreement for forum hosting in the twelve calendar months before the first Legal Claim is filed. This cap applies even if the side liable was told the other could suffer damages.

Damages Cap Exceptions

Damages Cap does not apply to damages that cannot be limited by law, or to damages for breach of:

• Pay Fees and Expenses

• Keep Customer Data Confidential

• Follow Rules About Use

• Enforce Rules About Use

• Indemnify Customer, other than for Legal Claims for infringement of patents that CDCK employees were not aware of on the date of the latest Statement of Work for forum hosting

• Indemnify CDCK

No Unforeseeable Damages

Neither side will be liable for breach-of-contract damages they could not have reasonably foreseen at the time of breach.

Process

Indemnification Process

Both sides agree that to receive Indemnification, they must give Notice of any covered Legal Claim quickly, allow the other side to control investigation, defense, and settlement, and cooperate with those efforts. Both sides agree that if they fail to give Notice of any covered Legal Claim quickly, Indemnification will not cover amounts that could have been defended against or mitigated if Notice had been given quickly. Both sides agree that if they take control of the defense and settlement of any Legal Claim covered by Indemnification, they will not agree to any settlements that admit fault or impose obligations on the other side without their Permission.

Notice Process

Both sides agree that to give Notice, the side giving Notice must send by e-mail to the notice address the recipient gave with its signature to these terms. Either side can change their e-mail address for Notice going forward by giving Notice of a new address. If either side finds that e-mail can’t be delivered to the e-mail address for notice, it must give Notice by registered mail to the address on file for the recipient with the state under whose laws it is organized. CDCK may also alert Users of Customer’s Forum that Customer is behind on payment through banner messages on the Administrator Dashboard and other pages of Customer’s Forum, but those banners alone will not count as Notice.

Termination

Statement of Work Termination

• Customer may end a Statement of Work immediately if CDCK materially breaches any obligation under that Statement of Work, other than obligations covered by Agreed Legal Remedies, and fails to cure the breach within thirty calendar days of Notice.

• CDCK may end a Statement of Work immediately if Customer breaches a payment obligation under that Statement of Work and fails to cure the breach within fourteen calendar days of Notice, or if Customer breaches materially any other obligation under that Statement of Work and fails to cure the breach within thirty calendar days of Notice.

Automatic Termination

This agreement will automatically end when six calendar months have passed with no continuing Statement of Work.

Premature Termination

If either side ends this agreement prematurely, each Statement of Work continues, but no new Statement of Work can be agreed under it. The terms of this agreement continue only with respect to each continuing Statement of Work.

General Contract Terms

Choice of Law

California law will be the law of this agreement and each Statement of Work under it. That law includes both substantive and procedural rules, but excludes any rules that would apply the law of any other state. That law will decide:

• how to interpret our agreement

• any Legal Claim about how our agreement was made

• any Legal Claim for breaking our agreement

• any Legal Claim related to the relationship created by our agreement

Government Procurement

Discourse and Discourse Plugins are commercial computer software, and the Documentation is commercial computer software documentation. All were developed exclusively at private expense. If Customer’s procurement is subject to Federal Acquisition Regulation 12.212 or Defense Federal Acquisition Regulation Supplement 227.7202, Customer’s rights will be only those stated in this agreement and the relevant Statement of Work.

Whole Agreement

Both sides intend this agreement and each Statement of Work under it as the final, complete, and only expression of their terms about services under them. However, this does not affect the terms of any separate nondisclosure or confidentiality agreement CDCK and Customer may have.

Enforcement

Only CDCK and Customer may enforce this agreement.

Assignment

Each side may assign all its rights, licenses, and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires substantially all of its assets or enough securities to control its management. Otherwise, each side needs Permission to assign any right or license under this agreement. Attempts to assign against these terms will have no legal effect.

Lawsuits

Forum

Both sides agree to bring any Lawsuit in San Francisco Courts.

Exclusive Jurisdiction

Both sides consent to the exclusive jurisdiction of San Francisco Courts. Both sides may enforce judgments from San Francisco Courts in other jurisdictions.

Inconvenient Forum Waiver

Both sides waive any objection to venue for any Lawsuit in San Francisco Courts and any claim that the other brought any Lawsuit in San Francisco Courts in an inconvenient forum.

Currency

All currency amounts in these terms and any Statement of Work under them are amounts of United States dollars.

Definitions

• Access Credentials means a user name and password, license key, or other secret that affords use of Customer’s Forum or systems providing Customer’s Forum.

• Account Dashboard means the account management section of the Administrator Dashboard.

• Administrator Dashboard means the pages of Customer’s Forum accessible only to administrative users.

• Affiliate means any legal entity that has control over, is under the control of, or is under common control of another entity, where control means ownership of substantially all the assets of an entity, or the power to direct its management and policies by vote, contract, or otherwise. Control can be direct or indirect.

• Service Month means a successive, month-long period. The first Service Month starts on the date of the relevant Statement of Work. The plural is Service Months.

• Business Day means a day other than a Saturday, Sunday, or a day when commercial banks in New York, New York typically stay closed. The plural is Business Days.

• Customer Data means data that:

  • Users furnish to Customer’s Forum, such as by entering it or configuring Customer’s Forum to gather or receive it, if doing so doesn’t breach this agreement

  • Customer’s Forum collects about Users and how they use Customer’s Forum

• Customer’s Forum means the forum CDCK hosts under the relevant Statement of Work.

• Customer Personnel means Customer’s employees and each Customer Affiliate’s employees, as well as independent contractors providing services to Customer.

• Data Breach means malicious technical compromise or unauthorized disclosure of Customer Data.

• Disaster means:

  • fire, flood, earthquake, pandemic, and other natural disasters

  • declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions

  • extraordinary malfunction of Internet infrastructure, data centers, or communications utilities

  • malicious technical attack on systems providing Customer’s Forum

  • government actions taken in response to any of these causes

• Feature Set means all Software Features described in the Documentation on the date of the relevant Statement of Work.

• Hosting Expenses means all expenses for hosting Customer’s Forum that Customer agrees to pay in the Statement of Work.

• Hosting Fees means all fees for hosting Customer’s Forum that Customer agrees to pay in the Statement of Work.

• Indemnification means indemnifying and holding harmless for all liability, expenses, damages, and costs.

• Infringement or Noncompliance Claim means any Legal Claim or credible, written threat of a Legal Claim by someone other than Customer that Permitted Use of Customer’s Forum infringes or misappropriates any Intellectual Property Right or breaks any law.

• Intellectual Property Right means any patent, copyright, trademark, or trade secret right, or any other legal right typically referred to as an intellectual property right.

• Latest Version of Discourse means the most recent version of Discourse that CDCK publicly promotes for use in production, rather than test or development, systems.

• Lawsuit means a lawsuit brought by one side against the other, related to this agreement.

• Legal Claim means claims, demands, lawsuits, and other legal actions. A Legal Claim may be contract claims, tort claims, statutory claims, or any other kind. The plural is Legal Claims.

• Maintenance Fees means all fees for maintaining Discourse Plugins, Discourse Themes, or other customizations that Customer agrees to pay in the Statement of Work.

• Notice means a written communication from one side to the other per Notice Process.

• Permission means prior Notice of consent.

• Permitted Use of Customer’s Forum means Customer’s use of Customer’s Forum, as well as all Discourse Plugins, Discourse Themes, and other customizations that CDCK uses to host Customer’s Forum, other than Use of Customer’s Forum at Customer’s Own Risk.

• Prepaid Hosting Fees means Hosting Fees Customer prepaid under the relevant Statement of Work for Service Months yet to begin.

• San Francisco Courts means the California state courts sitting in San Francisco or the United States District Court for the Northern District of California.

• Software Features means functions of Discourse and Discourse Plugins described in the Documentation.

• Special Data Regulations means laws and regulations that impose special requirements on the collection, storage, processing, or transmission of data about particular classes of people or particularly sensitive kinds of data about people. The Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act, Children’s Online Privacy Protection Act, Fair Credit Reporting Act, and European Union General Data Protection Regulation rules about special categories of personal data are some Special Data Regulations. Laws that apply to data just because they relate to specific identifiable people, such as GDPR rules about “personal data” more generally or California Consumer Privacy Act rules about “personal information” more generally, are not Special Data Regulations.

• Use of Customer’s Forum at Customer’s Own Risk means:

  • use of Customer’s Forum in breach of this agreement

  • use of Customer’s Forum with changes, additions, or in combination with other software, systems, or data, in a way that infringes someone else’s Intellectual Property Right or breaks the law, where use without would not

  • unauthorized use of Customer’s Forum with Customer Access Credentials

• Uptime means the percentage of wall-clock time during a Service Month when Users can read, post to, and search Customer’s Forum, subject to Valid Excuses.

• Use Limits means numeric limits on technical aspects of Customer’s Forum agreed in the Statement of Work, such as amount of data storage space and visitors per Service Month.

• Users means users of Customer’s Forum, both Customer Personnel and others.