Version:1.0
These terms, together with the Signup Form on discourse.org that references them make up an agreement between CDCK and Customer:
Eligibility
To start a free plan site, you must be the age of majority in the jurisdiction where you reside.
Background
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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.
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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.
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This is an agreement for CDCK to host a limited Internet discussion forum using Discourse for Customer to use for free.
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CDCK will keep Customer’s forum running, but Customer will have full administrative control, including content moderation, over its forum. CDCK may use automated tools, including machine learning models, to analyze content posted to both public and private sites for purposes of security, abuse prevention, and detection of potentially unlawful material. CDCK will not make final determinations regarding content posted and although not obligated to, CDCK may, provide any identified content identification numbers to Customer for review and action.
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Accordingly, CDCK and Customer share responsibility for maintaining a secure and compliant forum environment. Customer remains responsible for the content published through its forum and for ensuring compliance with applicable laws, while CDCK is responsible for operating the services in accordance with this Agreement. Each party agrees to perform its respective responsibilities in good faith.
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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 required by applicable data protection law, the data processing addendum published at https://discourse.org/data-processing-addendum on the date of this agreement is incorporated into this agreement.
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 may host Customer’s Forum on Web servers of its choosing, which may be located in any jurisdiction.
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 evaluating Discourse.
Maintain Customer’s Forum
CDCK agrees to continuously upgrade Customer’s Forum to run the Latest Version of Discourse.
Keep Customer Data Confidential
CDCK agrees not to access, use, or disclose Customer Data without Permission, except:
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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
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to monitor use of Customer’s Forum to prevent, detect, or mitigate breach of Customer’s Obligations
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to respond to requests for technical support
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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.
Delete Data After the Agreement Ends
If Customer makes a new agreement with CDCK for paid hosting of Customer’s Forum before this agreement ends, CDCK will preserve Customer Data for hosting under the new agreement. Otherwise, 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 Security brief | Discourse - Civilized Discussion on the date of the agreement.
Prepare for Disasters
CDCK agrees to:
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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
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share the plan with relevant CDCK personnel
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follow the plan if a Disaster happens
Use Responsible Subcontractors
CDCK agrees to make sure its employees and contractors abide by Keep Customer Data Confidential, Take Security Precautions, and Prepare for Disasters. 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.
Limitations
CDCK does not warrant that if automated tools are used by CDCK, that they will detect all unlawful or harmful content. Automated tools may identify false positives or false negatives. Customer acknowledges that automated analysis is inherently probabilistic.
Customer’s Obligations
Follow Rules About Use
Customer agrees not to:
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infringe anyone else’s Intellectual Property Right using Customer’s Forum
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violate anyone else’s rights using Customer’s Forum
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breach any agreement using Customer’s Forum
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break the law using Customer’s Forum
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furnish or solicit Customer Data in any way that infringes any Intellectual Property Right, breaks any law, or breaches any other agreement
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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
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remove proprietary notices from Discourse, Discourse Plugins, or Documentation
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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
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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
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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.
Update Account Details
Customer agrees to keep its contact 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.
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 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
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Customer may enable or disable Discourse Plugins available on its Service Plan using the Administrator Dashboard.
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If the Administrator Dashboard allows, Customer may change its Service Plan. Once a Service Plan change takes effect, terms for that then-current Service Plan replaces these Free Plan terms.
Changes CDCK May Make
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CDCK may add, remove, and change Software Features in the Latest Version of Discourse.
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CDCK may add, remove, and change the functionality of the Account Dashboard and Documentation.
Liability
Valid Excuses
Neither side will be liable for any failure or delay in meeting any 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.
No Warranties
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
CDCK’s total liability for Legal Claims related to this agreement will not exceed $50. This cap applies even if CDCK was told Customer could suffer damages.
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.
Termination
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Customer may end this agreement at any time by giving thirty (30) days’ Notice.
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CDCK may terminate this agreement at any time by providing Notice to Customer.
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Excessive automated moderation findings. CDCK may, at its sole discretion, suspend or terminate this Agreement if content generated, uploaded, or made available through your site results in an excessive number of automated moderation findings, as determined by CDCK. For the avoidance of doubt, automated moderation findings are distinct from any other flags, reports, or moderation signals generated by non-AI systems.
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:
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how to interpret our agreement
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any Legal Claim about how our agreement was made
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any Legal Claim for breaking our agreement
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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 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.
Currency
All currency amounts in these terms and any Statement of Work under them are amounts of United States dollars.
Definitions
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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.
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Account Dashboard means the account management section of the Administrator Dashboard.
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Administrator Dashboard means the pages of Customer’s Forum accessible only to administrative users.
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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.
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Service Month means a successive, month-long period. The first Service Month starts on the date of the agreement. The plural is Service Months.
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Customer Data means data that:
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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
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Customer’s Forum collects about Users and how they use Customer’s Forum
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Customer’s Forum means the forum CDCK hosts under this agreement.
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Customer Personnel means Customer’s employees and each Customer Affiliate’s employees, as well as independent contractors providing services to Customer.
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Data Breach means malicious technical compromise or unauthorized disclosure of Customer Data.
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Disaster means:
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fire, flood, earthquake, pandemic, and other natural disasters
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declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions
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extraordinary malfunction of Internet infrastructure, data centers, or communications utilities
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malicious technical attack on systems providing Customer’s Forum
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government actions taken in response to any of these causes
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Feature Set means all Software Features described in the Documentation on the date of this agreement.
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Indemnification means indemnifying and holding harmless for all liability, expenses, damages, and costs.
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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.
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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.
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Lawsuit means a lawsuit brought by one side against the other, related to this agreement.
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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.
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Notice means a written communication from one side to the other per Notice Process.
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Permission means prior Notice of consent.
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San Francisco Courts means the California state courts sitting in San Francisco or the United States District Court for the Northern District of California.
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Service Plan means the tier of forum hosting service Customer selected on the Signup Form, such as “Starter”, “Standard”, or “Business”.
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Software Features means functions of Discourse and Discourse Plugins described in the Documentation.
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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.
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Use of Customer’s Forum at Customer’s Own Risk means:
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use of Customer’s Forum in breach of this agreement
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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
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unauthorized use of Customer’s Forum with Customer Access Credentials
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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.
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Users means users of Customer’s Forum, both Customer Personnel and others.