Discourse
Self-Serve Hosting Terms

Version 1.4.0

These terms and the Signup Form on https://www.discourse.org referencing them make up an agreement between CDCK and Customer:

Background

Privacy-Compliance Terms

If Customer and CDCK sign an addendum adding privacy-compliance terms to these terms, those privacy-compliance terms govern. Otherwise:

CDCK’s Obligations

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 on the Signup Form.

Set Up Discourse

CDCK agrees to set up Discourse and Discourse Plugins for Customer’s Forum as agreed on the Signup Form.

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 at Customer’s Service Plan.

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 the Uptime Commitment on the Signup Form.

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:

Apply Credits

CDCK agrees to apply credits under Give Credits for Low Uptime against Customer’s obligations to pay _Hosting Fees_to the next charge for services. 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 agreement at the end of those Service Months, citing low Uptime, CDCK agrees to refund all Hosting Fees that Customer paid for forum hosting 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:

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 thirty 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 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.

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 agreement.

Prepare for Disasters

CDCK agrees to:

Provide Support

CDCK agrees to respond to Customer Support Requests from Customer Personnel to the support e-mail address listed on the Account Dashboard about configuration of, use of, and problems with Customer’s Forum, on weekdays that are not public holidays.

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.

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 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.

Protect Customer After the Agreement Ends

The following CDCK obligations continue after this agreement ends:

Customer’s Obligations

Pay Fees

Customer agrees to pay all Hosting Fees, in advance, for each Service Month, as agreed on the Signup Form. Customer agrees to pay all tax on amounts owed under this agreement, except tax CDCK owes on income.

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:

Follow Rules About Use

Customer agrees not to:

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.

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 Agreement Ends

Customer’s obligations under Pay Fees and Indemnify CDCK continue 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.

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.

Changes

Changes Customer May Make

Changes CDCK May Make

Liability

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 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 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:

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 CDCK at legal@discourse.org or to Customer at the address currently set through the Account Dashboard. CDCK may also give Notice to Customer through messages on the Administrator Dashboard of Customer’s Forum. CDCK 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

General Contract Terms

Choice of Law

California law will be the law of this agreement. 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:

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 Signup Form.

Whole Agreement

Both sides intend this agreement and the Signup Form 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.

Definitions