Discourse
Master Enterprise Hosting Agreement

Version 5.0.2

CDCK and Customer agree:

Background

  1. 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 that change Discourse’s appearance.

  2. CDCK publishes Documentation describing the functionality of Discourse and Discourse Plugins at https://www.discourse.org/features.

  3. CDCK releases Discourse and many Discourse Plugins as open source software that anyone can use and change, for free. Specifically, CDCK licenses Discourse under the terms of the GNU General Public License, Version 2, or GPLv2, and Discourse Plugins under the terms of The MIT License, or MIT. GPLv2 and MIT are among the most common and widely accepted open source software licenses.

  4. Discourse and Discourse Plugins in turn build on open source software developed and released by others. For example, Discourse uses PostgreSQL, an open source database, to store data.

  5. CDCK offers its familiarity and expertise with Discourse to set up, run, and maintain Internet discussion forums for paying customers. CDCK administers servers in multiple data centers for doing so.

  6. First and foremost, this is an agreement for CDCK to host Internet discussion forums using Discourse.

  7. Some CDCK customers need additional Discourse Plugins to help Discourse meet their needs. CDCK offers a variety of proprietary Discourse Plugins addressing common needs of enterprise customers.

  8. CDCK also develops new Discourse Plugins for paying customers. For example, some customers need Discourse Plugins to work with their in-house systems for signing in and out of company computers and services.

  9. Secondarily, this is an agreement for development of any new Discourse Plugins, Discourse Themes, or other customizations.

Statements of Work

Relationship to Master

When Customer and Discourse agree to a written Statement of Work under this master agreement, the terms of this master agreement govern that Statement of Work. A statement of work may cover discussion forum hosting, development of Discourse Plugins, Discourse Themes, and other customizations, as well as other services related to forum hosting. When a Statement of Work covers forum hosting, the forum is called Customer’s Forum.

With Affiliates

When Discourse and a Customer Affiliate agree to a Statement of Work, the Customer Affiliate is the Customer for the purposes of that Statement of Work. However, unless the Statement of Work specifically says otherwise, Customer remains responsible for the obligations of its Customer Affiliate.

Conflicts of Terms

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

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.

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 forums.

Develop Customizations

CDCK agrees to develop, install, configure, and run any new Discourse Plugins, Discourse Themes, or other customizations for Customer’s Forum agreed in the Statement of Work for Customer’s Forum.

Maintain Customizations

CDCK agrees to ensure that any new Discourse Plugins, Discourse Themes, and other customizations developed under the Statement of Work perform as agreed in the Statement of Work for Customer’s Forum when used with the Latest Version of Discourse.

Ensure Service Levels

Service-Level Agreement

So long as 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 Billing Period or any of the three prior Billing Periods:

  1. 5% of Fees for any Billing Period with Uptime above 99.0% but below 99.9%

  2. 10% of Fees for any Billing Period with Uptime above 90.0% but at or below 99.0%

  3. 25% of Fees for any Billing Period with Uptime at or below 90.0%

Apply Credits

CDCK agrees to apply credits under Give Credits for Low Uptime against Customer’s obligations to pay Fees under the Statement of Work as soon as possible. CDCK does not agree to refund any credits.

Refund Fees for Low Uptime

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

Keep Customer Data Confidential

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

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

  2. to monitor use of Customer’s Forum to prevent, detect, and mitigate breach of Customer’s Obligations

  3. to respond to Support Requests

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

Provide Downloads of Customer Data

CDCK agrees to ensure that the Administrator Dashboard provides on-demand downloads of Customer Data sufficient to transfer the content of Customer’s Forum to a new instance of Discourse.

Provide Source Code for Enterprise Deliverables

CDCK agrees to make the full source code for any 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 for those Enterprise Deliverables free of charge.

Take Security Precautions

CDCK agrees to take industry-standard security precautions to defend Customer’s Forum from malicious technical attack and Data Compromise. CDCK does not agree to make sure Customer’s Forum is completely free of software bugs or configuration errors affecting security, or completely secure from all possible technical attack.

Prepare for Disasters

CDCK agrees to:

  1. 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

  2. share the plan with relevant CDCK personnel

  3. give Customer a copy of the current plan on request

  4. 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:

  1. configuration of, use of, and problems with Customer’s Forum

  2. how CDCK provides Customer’s Forum, as needed to help Customer comply with legal requirements, including under Choose Public Terms, Notices, and Policies

Support Request Triage

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

    1. systems providing Customer’s Forum are down or unresponsive

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

    3. Customer’s Forum is under imminent threat of malicious technical attack or Data Compromise

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

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

Responsiveness

CDCK agrees to make all reasonable efforts to respond to Support Requests as follows:

  1. For Critical Support Requests: Respond within 30 minutes, update on status every hour, and provide a solution within 4 hours.

  2. For Urgent Support Requests: Respond within 2 hours, update on status every 4 hours, and provide a solution within 12 hours.

  3. For Regular Support Requests: Respond the next Business Day, update on status every Business Day, and provide a solution within 7 Business Days.

Refund Fees for Unresponsive Support

If CDCK fails to meet Responsiveness for three Billing Periods in a row, and Customer ends the Statement of Work at the end of those Billing Periods, citing poor support responsiveness, CDCK agrees to refund 5% of all Fees that Customer paid under the Statement of Work for the three Billing Periods, as well as any Prepaid 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 World Wide Web.

Refund Prepaid 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, and Customer ends the Statement of Work during the same Billing Period as the change or the next Billing Period, citing the change, CDCK agrees to refund any Prepaid Fees.

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 used to host Customer’s Forum remain free of computer viruses, Trojans, worms, and other malicious code.

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 Fees as required by the Statement of Work:

Indemnify Customer

Subject to Indemnification Process, CDCK agrees to give Customer Indemnification for Legal Claims by others alleging that Permitted Use of Customer’s Forum infringes any copyright, trademark, or trade secret right, or breaks any law.

Provide Assurance about Patents

As of the day CDCK signs the Statement of Work, CDCK employees are not aware of any patent that CDCK would infringe by licensing or providing Discourse, Discourse Plugins, Discourse Themes, or other customizations under the Statement of Work, or that Customer would infringe by Permitted Use of Customer’s Forum.

Give Notice of Infringement and Noncompliance Claims

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

Protect Customer After the Statement of Work Ends

Keep Customer Data Confidential and Indemnify Customer continue after the Statement of Work ends and after this master agreement ends. Other obligations continue until the Statement of Work ends.

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

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

Pay On Time

Unless the Statement of Work says otherwise, Customer agrees to pay 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 master agreement:

  1. 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.

  2. 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.

  3. 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 relevant Statement of Work. Customer agrees not to:

  1. infringe anyone else’s Intellectual Property Right using Customer’s Forum

  2. violate anyone else’s rights using Customer’s Forum

  3. breach any agreement using Customer’s Forum

  4. break the law using Customer’s Forum

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

  6. furnish or solicit Customer Data subject to Special Data Regulations

  7. remove proprietary notices from Discourse, Discourse Plugins, or Documentation

  8. 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

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 at least thirty calendar days’ Notice 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.

Choose Public Terms, Notices, and Policies

Customer agrees to review provided template terms of service, privacy notices, and policies, and to replace, adapt, or withdraw them to suit Customer’s interests and comply with the law.

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 from Legal Claims by others based on:

  1. Customer’s breach of this master agreement or any Statement of Work

  2. Customer Data

  3. Use of Customer’s Forum at Customer’s Own Risk

  4. misuse of Customer’s Access Credentials

Protect CDCK After the Statement of Work Ends

Pay Fees and Indemnify CDCK continue after the Statement of Work ends and after this master agreement ends. Other obligations continue until the Statement of Work ends.

Intellectual Property

Existing and Outside IP

This master 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 GPLv2 or MIT public licenses, interpreted as entirely independent legal documents, separate from these terms. Obligations and guarantees about Discourse and open source Discourse Plugins in these terms, 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 the GPLv2 and MIT 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 master 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. Deliverables not designated Open Deliverables, Proprietary Deliverables, or Enterprise Deliverables are also Open Deliverables. CDCK grants Customer licenses for Open Deliverables that are part of Discourse on GPLv2 terms, and licenses for other work, including work on open source Discourse Plugins, on MIT terms. 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. 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. 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 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.

Changes

Changes Customer May Make

  1. Customer may end any Statement of Work covering forum hosting at the end of a Billing Period by giving Notice at least one full Billing Period in advance.

  2. If a Statement of Work covering forum hosting describes a pricing structure for higher Use Limits, Customer may increase its Use Limits within that pricing structure at any time, by Notice. Customer increases to Use Limits take effect as soon as Customer pays any added Fees.

Changes CDCK May Make

  1. CDCK may end any Statement of Work covering forum hosting at the end of the twelfth or any later Billing Period by giving Notice at least three full Billing Periods in advance.

  2. 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 any other obligation under that Statement of Work and fails to cure the breach within thirty calendar days of Notice.

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

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

  5. CDCK may take any of these steps in response to an Infringement or Noncompliance Claim:

    1. 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.

    2. 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.

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

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

    5. CDCK may end the Statement of Work and refund any Prepaid Fees.

Liability

  1. Each side’s only legal remedy for Legal Claims covered by Indemnification will be Indemnification.

  2. 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 Fees for Low Uptime.

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

  4. Customer’s only legal remedy for changes to Software Features in the Latest Version of Discourse will be a refund under Refund Prepaid 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 Limit Exceptions, neither side’s total liability for claims related to this master agreement or any Statement of Work will exceed the amount of Fees CDCK received from Customer during the twelve months before the first claim is filed. This limit applies even if the side liable is advised that the other may suffer damages, and even if Customer paid no fees at all.

No Unforeseeable Damages

Neither side will be liable for breach-of-contract damages they could not have reasonably foreseen when entering into the relevant Statement of Work.

Damages Limit Exceptions

Limited Damages does not limit damages for breach of:

  1. Pay Fees

  2. Keep Customer Data Confidential

  3. Follow Rules About Use

  4. Enforce Rules About Use

  5. Provide Assurance about Patents

  6. Indemnify Customer

  7. Indemnify CDCK

Process

Indemnification Process

Both sides agree that to receive Indemnification, they must give Notice of any covered Legal Claims 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 Claims 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 Claims 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 address the recipient gave with its signature, or to a different address given later for Notice going forward. If either side finds that e-mail can’t be delivered to the e-mail address given, it may 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.

Term

Automatic Termination

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

Premature Termination

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

General Contract Terms

Governing Law

The law of the state of California will govern this master agreement and each Statement of Work under it.

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 master agreement and the relevant Statement of Work.

Whole Agreement

Both sides intend the Statement of Work and these terms 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 any terms under this master agreement or any Statement of Work.

Assignment

Each side may assign all its rights, licenses, and obligations under this master 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 master 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.

Definitions

  1. 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.

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

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

  4. Billing Period means a successive, month-long period. The first Billing Period starts on the date of the relevant Statement of Work. The plural is Billing Periods.

  5. 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.

  6. Customer Affiliate means any legal entity that has control over, is under the control of, or is under common control with Customer, 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.

  7. Customer Data means data that:

    1. 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 the terms of the relevant Statement of Work or this master agreement

    2. Customer’s Forum collects about Users and how they use Customer’s Forum

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

  9. Data Compromise means malicious technical compromise or unauthorized disclosure of Customer Data.

  10. Disaster means:

    1. fire, flood, earthquake, pandemic, and other natural disasters

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

    3. extraordinary malfunction of Internet infrastructure, data centers, or communications utilities

    4. malicious technical attack on systems providing Customer’s Forum

    5. government actions taken in response to any of these causes

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

  12. Fees means all fees agreed in the Statement of Work.

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

  14. Infringement or Noncompliance Claim means a court order against use of Discourse, Discourse Plugins, Discourse Themes, or other customizations CDCK uses to host Customer’s Forum, based on a claim that it infringes any Intellectual Property Right, or breaks any law, or a threat of that kind of claim that CDCK believes credible.

  15. 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.

  16. 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.

  17. Lawsuit means a lawsuit brought by one side against the other, related to this master agreement or any Statement of Work under it.

  18. Legal Claims means claims, demands, lawsuits, and other legal actions.

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

  20. Permission means prior Notice of consent.

  21. 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.

  22. Prepaid Fees means Fees Customer prepaid under the relevant Statement of Work for Billing Periods yet to begin.

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

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

  25. Special Data Regulations means laws and regulations that impose special requirements on the collection, storage, processing, or transmission of particular sensitive kinds of data about individuals. 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 may identify specific individuals, such as GDPR rules about personal data more broadly and the California Consumer Privacy Act, are not Special Data Regulations.

  26. Use of Customer’s Forum at Customer’s Own Risk means:

    1. use of Customer’s Forum in breach of the relevant Statement of Work or this master agreement

    2. 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, if use of Customer’s Forum as provided, as described by the Documentation, would not

    3. unauthorized use of Customer’s Forum with Customer Access Credentials

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

  28. Use Limits means numeric limits on technical aspects of Customer’s Forum agreed in the Statement of Work covering forum hosting, such as amount of data storage space and visitors per Billing Period.

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