1. Definitions

"App Store" means a third-party digital distribution platform where an individual can find and install Software on their device.

"Applicable Taxes" means the sales, use, consumption, goods and services, value-added and similar taxes applicable to the Services or Software, except taxes imposed on DDFU's income.

"Beneficiary" means a third-party organization for which an MSP provides managed services in accordance with Exhibit 1 for such organization's own internal business use.

"End User" means one of Your authorized employees or independent contractors. In the case of an MSP, End User shall also include Your Beneficiaries' authorized employees or independent contractors.

"Evaluation Services" means Services, or a feature or functionality thereof, that are offered by DDFU under this Agreement on a limited-use basis, including without limitation, for trial, testing, evaluation or similar purposes.

"Fees" means the fees and charges specified in the Order Documentation and any applicable overage or excess use charges not included in the Order Documentation.

"High Risk System" means any system, device, or network that the failure of which could lead directly to death, personal injury, or catastrophic personal damage.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws.

"Managed Services Provider" or "MSP" means a third-party that provides network, application, system, e-management services and/or other managed services through and/or in conjunction with the authorized use of the Services subject to the terms of this Agreement.

"No Fee Services" means Services and related Software (if any) offered by DDFU under this Agreement and provided without a fee being charged to You.

"Order Documentation" means any written order, quotation or similar transactional document, in electronic or paper form, that is provided by DDFU or a Reseller or an App Store regarding Your subscription to the Services.

"Reseller" means a third party authorized by DDFU to resell or distribute the Services.

"Resultant Data" means information or data that is derived by or through the Services from processing Your data but is sufficiently distinct from Your data (including personal data) so that Your data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information or data alone.

"Services" means the services DDFU makes available to You under this Agreement, inclusive of updates to the Services provided at no cost to users.

"Service Documentation" means any manuals, instructions, or other documents or materials that DDFU provides or makes available to You that describe the configuration, integration, operation or use of the applicable Service.

"Software" means the applicable object-code software that must be downloaded and installed for purposes of using the Services which may include client software for an individual personal computer, mobile device, server, or network.

"Subscription Term" means the period of time set forth on the applicable Order Documentation for the Services or, if not on the applicable Order Documentation, the period of time otherwise communicated to You in writing by or on behalf of DDFU, and any subsequent renewal terms.

2. The Services

2.1 Right to Access. Subject to Your compliance with the terms of this Agreement, DDFU grants You, during the Subscription Term, a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the elements of the Services solely for Your internal business purposes, in accordance with this Agreement, and not for resale or, except to the extent specifically permitted under this Agreement, to provide services to or on behalf of a Beneficiary.

2.2 License to Software. If the Services include Software, subject to Your compliance with the terms of this Agreement, DDFU hereby grants You, during the Subscription Term, a revocable, non-exclusive, non-sublicensable, non-transferable license: (a) to download, reproduce and use the Software specified on the applicable Order Documentation, in such quantities as are set forth on such Order Documentation, as necessary for Your internal business purposes and solely as a component of the Services; and (b) to download and reproduce a reasonable number of copies of the Service Documentation (if any is provided) as necessary to use the Services.

2.3 Service Specific Terms and Service Levels. The use of the Services may be subject to additional service-specific terms. Furthermore, the Services shall be provided according to the service level addendum.

2.4 Support. Support for the Services will be provided in accordance with DDFU's support terms.

2.5 Evaluation Services and No Fee Services. If You choose to use any Evaluation Services or No Fee Services made available to You by DDFU, You may do so only: (a) subject to the limitations defined for such Services; and (b) in good faith for its intended purpose during the Evaluation Period. Unless otherwise agreed in writing, the "Evaluation Period" shall be for a period of 90 days beginning on the day You first access or use the Evaluation Services or No Fee Services.

3. Your Responsibilities

3.1 Accounts and Access Credentials. Use of the Services may require You or Your End Users to create an account ("Account") connected to access credentials (including, but not limited to, usernames and passwords) ("Access Credentials"). You and Your End Users are solely responsible for taking reasonable protective measures to protect Your Access Credentials and agree not to share any End User's Access Credentials.

3.2 Restrictions on Use. As a condition to Your use of the Services, You must not, nor permit any End User or third party to: (a) copy, modify or create derivative works of the Services or Service Documentation; (b) rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, transfer, or otherwise make available any portion of the Services to any third party; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to any source code of the Services; (d) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party; (e) input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any malicious or harmful code; (f) damage, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or DDFU's provision of services to any third party; or (g) remove, delete, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights notices in or relating to the Services or Service Documentation.

4. Content

4.1 Your Content. You grant DDFU a non-exclusive, worldwide, royalty-free, fully-paid license to use Your data and other information uploaded, generated, stored or transmitted by You into the Services ("Your Content"): (a) to perform DDFU's obligations under this Agreement; (b) as authorized or instructed by You; (c) to provide, maintain and improve the Services; and/or (d) as required by applicable law.

4.2 Your Obligations for Your Content. You represent and warrant that: (a) You own or have a valid license to all of Your Content; (b) You have all necessary consents, authorizations and/or legal permissions required to permit the processing of Your Content under this Agreement; and (c) none of Your Content infringes any intellectual property, proprietary, contractual or privacy rights of any party.

4.3 Retention and Deletion of Your Content. DDFU shall have no obligation to retain, delete or return Your Content to You except as provided in this Agreement. Provided You are not in material breach of this Agreement and are current with payment obligations, and subject to the functionality of the Services, You may access, export or delete Your Content at any time prior to the expiration or termination of the Subscription Term.

5. Intellectual Property Ownership

5.1 Ownership of Software and Services. DDFU and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Services (including the Software and all other software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services), Service Documentation, and Resultant Data, including all derivative works of each of the foregoing, and all Intellectual Property Rights to each of the foregoing.

5.2 DDFU Ownership of Feedback. In the course of using the Services, Evaluation Services and/or No Fee Services, You may provide DDFU reports, comments, suggestions or ideas relating the Services ("Feedback"). DDFU shall have no obligation to incorporate Feedback into the Services, and You shall have no obligation to provide Feedback. You, on behalf of Yourself and Your successors-in-interest, grant to DDFU a world-wide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to use, profit from, disclose, or publish, any Feedback.

5.3 Open Source Software. The Software may leverage and/or link with components subject to the terms and conditions of open source software ("Open Source Software") licenses. You acknowledge that Your use of each Open Source Software component is subject to the open source license applicable to such component.

6. Privacy

6.1 Privacy and Data Protection. DDFU will provide the Services in accordance with privacy and data protections laws, to the extent applicable. To the extent that DDFU processes personal data on Your behalf in performing the Services: (a) DDFU shall implement reasonable and appropriate technical and organizational measures designed to protect personal data against unauthorized or unlawful processing; (b) DDFU shall not collect, sell or use such personal data except as necessary to perform the Services, or as otherwise permitted by the applicable laws; and (c) where an individual submits a verifiable request to DDFU to exercise their privacy rights relating to their personal data in respect of You as the named customer, DDFU shall forward these requests to Your email address on file with DDFU as soon as reasonably practicable.

In the event that the provision of the Services involves the processing of personal data, such that applicable data protection legislation (including, without limitation, the EU General Data Protection Regulation 2016/679) require that the Parties enter into a data processing agreement, the terms of the DDFU Data Processing Addendum shall apply and be deemed incorporated herein automatically.

7. Confidentiality

7.1 Confidentiality and Use; Exclusions. "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") which: (a) is marked as confidential or proprietary by the Disclosing Party; or (b) the Receiving Party should reasonably understand to be confidential. Each Receiving Party agrees, for the term of the Agreement and for three (3) years after such term, to hold Disclosing Party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties unless authorized to do so by Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder.

8. Fees, Payments and Taxes

8.1 Fees. You are responsible for paying DDFU or a Reseller, as applicable, the Fees without setoff or deduction. Unless otherwise stated in this Agreement or any Order Documentation: (a) DDFU or a Reseller, as applicable, will invoice You in advance for the Fees for the Subscription Term; (b) all Fees are guaranteed and non-refundable; and (c) quantities purchased cannot be decreased within a Subscription Term.

8.2 Excess Usage. If You exceed the storage capacity, seats, licenses or other quantities as outlined in the applicable Order Documentation or otherwise exceed Your authorized usage of the Services ("Excess Usage"), You agree to pay the applicable Fees for such Excess Usage.

8.3 Payment; Taxes. Unless otherwise stated in the applicable Order Documentation, (a) payment is due thirty (30) days from receipt of applicable invoice and (b) all Fees exclude Applicable Taxes, import tariffs, and shipping and handling fees, which shall be Your responsibility.

8.4 Credit History. Acceptance of any order and applicability of the payment terms above are subject to a review of Your credit history and rating.

8.5 Payment by Credit Card. DDFU may accept credit card payment for certain services. Where DDFU accepts payment by credit card for the Services, upon Your execution of the applicable Order Documentation and providing Your credit card information to DDFU, You understand and agree that DDFU may, and is authorized to, charge Your credit card account for payment in advance in the correct amount.

8.6 Audit. You acknowledge and agree DDFU shall have the right to audit You strictly with respect to Your usage of the Services in order to ensure compliance with the commercial terms of this Agreement or any applicable Order Documentation.

8.7 Late Payment. Any portion of the Fees that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

Contact

For questions about these Cloud Terms and Conditions, contact DDFU at hello@ddfu.org or by post at: DDFU, Jan Skopový, Castkova 689/74, 326 00 Plzen, Czech Republic, EU.