Discourse
Self-Serve Hosting Terms

Version 1.6.1

These terms and the Order Form on discourse.org referencing them make up an agreement between CDCK and Customer:

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.

• This is an agreement for CDCK to host an Internet discussion forum using Discourse for Customer.

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

• Customer can make its forum public, keep it 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.

Privacy-Compliance Terms

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

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. CDCK agrees to host Customer’s Forum on Web servers within the server location 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:

• 5% of Hosting Fees for any Service Month with Uptime below the Uptime Commitment but at or above the Uptime Commitment minus 1%

• 10% of Hosting Fees for any Service Month with Uptime below the Uptime Commitment minus 1% but at or above the Uptime Commitment minus 2%

• 25% of Hosting Fees for any Service Month with Uptime below the Uptime Commitment minus 2%

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:

• as needed to host Customer’s Forum, as configured by CDCK, as agreed on the Signup Form, 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

• 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 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:

• 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

• follow the plan if a Disaster happens

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:

• Keep Customer Data Confidential

• Provide Downloads of Customer Data, for thirty calendar days

• Indemnify Customer

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:

• 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 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 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

• post or permit content on Customer’s Forum that harms the reputation of CDCK, or leads to unwanted or unfavorable publicity for CDCK

• 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.

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

• Customer may enable or disable Discourse Plugins available on its Service Plan using the Administrator Dashboard.

• If the Administrator Dashboard allows, Customer may change its Service Plan. Service Plan changes take effect as soon as Customer pays any additional fees. Once a Service Plan change takes effect, terms for that Service Plan replace conflicting terms on the Signup Form under this agreement.

Changes CDCK May Make

• CDCK may update these terms by giving Notice of the changes at least thirty calendar days in advance. CDCK’s changes may only apply going forward, not retroactively. If Customer does not want to continue under the updated terms, Customer may end this agreement before the changes take effect.

• 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 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 this agreement 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.

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

• 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 this agreement

• 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 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

• Customer may end this agreement at any time by giving Notice.

• CDCK may end this agreement at any time by giving Notice at least three full Service Months in advance.

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:

• 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 Order Form.

Whole Agreement

Both sides intend this agreement and the Order 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.

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 agreement. The plural is Service Months.

• 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 this agreement.

• 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 this agreement.

• Hosting Fees means all fees for hosting Customer’s Forum that Customer agrees to pay on the Signup Form.

• 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.

• 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 prepaidfor 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.

• Service Plan means the tier of forum hosting service Customer selected on the Signup Form, such as “Starter”, “Standard”, or “Business”.

• 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 on the Signup Form, such as amount of data storage space and visitors per Service Month.

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