Terms of Service

Last Updated: August 3, 2026

Effective for customers whose Order Form Effective Date is on or after August 3, 2026 on Aug. 3, 2026.

These Terms of Service (these “Terms”), are entered into between you, the counterparty identified as the customer in the applicable Order Form (“You” or “Your”) and Duda, Inc. (“Duda”, “We”, “Our”, or “Us”).

BY ACCESSING AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND THIS AGREEMENT AND ITS CONTENT, AND (3) THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

If You do not agree to be bound by the terms and conditions of this Agreement, do not access or use any of the Services.

1. Definitions

“Account” means an account You create when You access the Services.
“Active” means a Site that is available on the internet and/or in published status.
“Add-On Services” means the services identified as Add-On Services in the applicable Order Form, and any additional services offered through the Duda Platform and classified as “Add-On Services” in the future (for clarity, excluding, in each case, the Duda Apps).
“Agreement" means these Terms, the applicable Order Form, the Product Terms, the DPA and the other Policies, in each case as updated from time to time.
“AI Credits” means the non-monetary usage units Duda may make available to access eligible AI Features, as further described in Section “AI & Generated Output”.
“AI Feature” or “AI Features” means those features of the Services that use artificial intelligence or machine learning to generate content, recommendations or other output, including Duda Vibe, Duda AI Assistant, Duda CoPilot, and any other feature Duda designates as an AI Feature from time to time.
“Beta AI Feature” means any AI Feature that Duda designates as alpha, beta, early access, preview, limited release or a similar designation.
“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Content” means data and content (including words, music, images, and videos).
“Core Services” means the core services identified in the applicable Order Form, which provide You with the ability to build and maintain multiple Sites.
“Client Data” means any Content from Your Client on a Client Site, or added to a Site.
“Client Sites” means websites published by Your Clients that have accessed the Services through Your Account.
“DPA” shall mean the Data Processing Agreement located at https://www.duda.co/legal/privacy/dpa.
“Duda Apps” means the services or functionality offered through third party applications available on the Duda App Store (a platform providing access to applications and services developed by third parties). Duda Apps are deemed Third Party Services hereunder.
“Duda Content” or “Our Content” means the Duda Platform, or content created and provided by Duda and made available through the Services.
“Duda Platform” or “Platform” means, collectively, the Duda Website Builder (which allows You and Your Clients to build Sites) and the Duda API (the application programming interface for the Duda Website Builder).
“Input" means the prompts, instructions, content, data, text, images, files, URLs or other materials You or Your Clients submit to an AI Feature.
“Order Form” means an ordering document or online order entered into between You and Duda, or online ordering flow completed by You, in each case that, among other things, sets forth the applicable Services to which You are subscribing, pricing therefor and subscription term, and that references these Terms.
“Output" means the text, images, code, designs, recommendations, websites, website content or other results generated by an AI Feature and returned by the Services based on Input.
“Platform Services” means the Duda Platform and related client management tools identified in the applicable Order Form.
“Policies” means Our policies, including, but not limited to Our Privacy Policy https://www.duda.co/legal/privacy, our Trademark and Usage Guidelines, our DPA, and any other policies which we may implement from time to time.
“Services” means the Duda Platform, Platform Services, Core Services and Add-On services.
“Sites” means websites built on the Duda Platform.
“Your Client(s)” means customers that have converted, created or established Client Sites assigned to Your Account.

2. Changes; Product Terms

Certain terms and conditions apply specifically to certain Services (“Product Terms”). Those Product Terms are available at https://www.duda.co/legal/product-terms and, if applicable, are hereby deemed part of these Terms and incorporated herein by reference.
In particular, in connection with Your use of the Services, You may be made aware of services, products, offers and promotions provided by third parties (“Third Party Services”). Portions of the Third Party Services may be subject to such third party’s terms and conditions, and Your use of such Third Party Services is subject to and conditioned upon Your acceptance of such additional terms and conditions. Please review the Product Terms for specific terms of certain Third Party Services. If You decide to use such Third-Party Services, You are responsible for reviewing, understanding and complying with the terms and conditions governing such Third Party Services, and acknowledge that the third party is responsible for the performance of such Third Party Services.
Changes to These Terms We may change, modify, add to or remove all or any portion of these Terms, the Product Terms or the Policies at any time by posting an updated version at https://www.duda.co/legal/mm-terms. Except as set forth in the following paragraph, changes become effective upon posting, and Your continued access to the Platform or use of the Services after posting constitutes Your acceptance of the updated Terms, Product Terms and Policies. If You do not agree, You must stop accessing the Platform and using the Services. Changes to these Terms will not be applied retroactively.
1. EEA and United Kingdom Business Users If You are established in the European Economic Area or the United Kingdom, We will notify You of proposed changes to these Terms by email to the address associated with Your Account, and the proposed changes will not take effect before the expiry of a notice period of at least fifteen (15) days from the date of that notice, or such longer period as is reasonable and proportionate having regard to the nature and extent of the changes and their consequences for You, including where the changes require You to make technical or commercial adaptations. You may terminate this Agreement before the expiry of the notice period, and such termination will take effect within fifteen (15) days of Your receipt of the notice. You may waive the notice period at any time by written statement or clear affirmative action, and, except where the applicable notice period exceeds fifteen (15) days because the changes require You to make significant technical adjustments, Your submission of new Sites, goods or services to the Services during the notice period constitutes clear affirmative action waiving the notice period. This paragraph does not apply, and changes take effect on posting, where (a) We are subject to a legal or regulatory obligation that requires Us to change these Terms in a manner that does not permit Us to observe the notice period, or (b) We must exceptionally change these Terms to address an unforeseen and imminent danger relating to the defense of the Services, Our customers or their end users against fraud, malware, spam, data breaches or other cybersecurity risks.
2. Editorial Changes Changes that do not alter the content or meaning of these Terms, including corrections of typographical errors, formatting, defined-term conforming edits and updates to links or contact details, are not "changes" for purposes of the preceding paragraph and take effect on posting.
In the event of a conflict, the following order of precedence controls: (a) Your Order Form or other negotiated agreement, if applicable; (b) the Product Terms, solely with respect to the Service to which they apply; and (c) the Terms.

3. Services

Your Use of Services You may use the Services for Your business, which includes Your Sites so long as You, Your Clients and Your Sites are in compliance with all provisions of these Terms and the terms of the Duda Policies.
Service Changes and Limitations Our Services are evolving. From time to time We may require You to update your software to continue to use Services. We reserve the right to stop offering and/or supporting all or part of the Services at any time either permanently or temporarily, at which point Your right to use the Services or any part of them will be automatically terminated or suspended. Where a change materially reduces the core functionality of a paid Service, We will use commercially reasonable efforts to provide advance notice where practicable. If We permanently discontinue a paid Service for convenience, Your sole remedy will be a pro rata credit or refund of prepaid, unused fees for the discontinued portion of the Service, unless the discontinuation results from Your breach of these Terms, legal or regulatory requirements, security concerns, third-party service limitations, or circumstances outside Duda’s reasonable control. Provided, however, that this remedy does not apply to Beta AI Features, AI Features made available at no additional charge, or AI Credits, which are addressed exclusively in Section “Payment Terms, Subscriptions Payments, Refunds and Taxes” (Subsection “AI Credits & Fees”).
WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE YOUR ACCOUNT, YOUR SITES OR ANY OF YOUR SITES’ ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO THE SERVICES, if We reasonably determine that doing so is necessary to protect the security, availability, or integrity of the Platform or Services, comply with law, prevent harm to Duda, its customers, users, or third parties, address suspected fraud, abuse, or misuse, or respond to an emergency or material operational risk. Where practicable, We will use commercially reasonable efforts to provide notice and an opportunity to cure, and We will seek to limit any suspension or restriction to the extent reasonably necessary under the circumstances. This does not apply to users located in the European Economic Area (the “EEA”). If You are located in the EEA, We will endeavor to give You at least one month’s notice of any material changes before they take effect, and if You are unhappy with those changes, You can choose to cancel Your Services under these Terms.
Deleting Your Account You may stop using the Services at any time and request that We delete Your Account at any time by following the instructions in Our Privacy Policy. Unless applicable law requires otherwise, We are not required to implement such request, provide refunds, benefits or other compensation if You request deletion of Your Account. You acknowledge and agree that If You delete Your Account You will be required to pay the fees set forth in the applicable Order Form for the remaining portion of any applicable subscription term, except where You terminate for Duda's uncured material breach.

4. Payment Terms, Subscriptions Payments, Refunds and Taxes

The pricing and subscription details for Your Account are set forth on Your Order Form. Capitalized terms that are used in this section and not defined in these Terms have the meanings set forth in Your Order Form.

Pricing By using the Services, You agree to pay the Fees set forth in Your Order Form. You will be billed based on the Fees set forth in Your Order Form for the Initial Term and, unless the prices are expressly modified in writing, any Renewal Term. Duda reserves the right to establish or modify the price for every Service We offer in Our sole discretion, including a Service that was previously offered for free. If We modify pricing for any Service for which You are subscribed, We will make every effort to notify You of this pricing change. We do not need to notify You if We decide to raise the price of a Service for which You are not subscribed.
Calculation of Monthly and Annual Fees Duda will calculate Fees using the usage, account, subscription and service data reflected in Duda’s platform, billing systems, accounting systems and other internal records, including the number of Active Sites, Active eCommerce Sites, applicable eCommerce Services, Active Users and any other billing metrics set forth in the Order Form or applicable to the Services (collectively, “Billing Metrics”). Duda may calculate Billing Metrics by taking a usage snapshot on or around a date selected by Duda for each Billing Period. You agree that Duda’s Billing Metrics and internal records are final and control for purposes of calculating Fees, including in the event of any discrepancy between Duda’s records and Your records or any third-party records. If You upgrade or purchase services in the middle of the month, You may be charged a prorated fee.
You understand and agree that if You elect to download Duda Apps from the Duda App Store, the fees for these Duda Apps will be billed separately in accordance with the terms and conditions of the applicable Duda App and are not included in the Total Monthly Fee.
Credit Card Charges and Invoices We will calculate Your Total Monthly Fees as set forth in Your Order Form and these Terms. We may invoice You in arrears for each Billing Period, charge the credit card or other payment method You have on file with Duda, or use any other billing or payment process made available by Duda, in each case as determined by Duda in its discretion.
If We issue an invoice, the invoice will be based upon Your then-current Total Monthly Fee and any other Fees or amounts due under the Agreement or Order Form. All invoices will be sent to Your designated “email invoices to” email address. Please notify Us in writing of any changes to this email contact. Unless otherwise set forth in the applicable invoice or Order Form, invoiced amounts are due within seven (7) days after the invoice date.
You are responsible for entering and maintaining current, complete and accurate credit card or other payment method information through the payment authorization process made available by Duda. By providing Your payment method information, You authorize Duda and its payment processors to charge Your payment method for all Fees and other amounts due under this Agreement and the Order Form, including any due or past-due amounts, whether or not We have previously issued an invoice for such amounts. This authorization will remain in effect unless You and Duda agree to change the authorization in writing.
If there is an adjustment related to disputed amounts, We will provide a credit memo or other evidence of the adjustment after such dispute and any adjustment is agreed. Any such amount, a “Credit Amount,” will be credited against future Fees unless Duda determines otherwise in its discretion.
If, for any reason, We are unable to process any charge or payment, You agree that You are responsible for providing an alternate form of payment or payment arrangement acceptable to Duda, and You are responsible for any resulting processing fees, late fees, collection costs and other amounts incurred. You understand and agree that We may charge all Fees, expenses, late fees and other amounts that are due or past due, including amounts from previous Billing Periods and amounts related to the failure of Your original payment method, to any alternate payment method You provide. You expressly authorize these charges.
AI Credits & Fees
1. Allocation. We may allocate AI Credits to Your Account based on Your subscription plan, Your Order Form, product package, promotion, trial, purchase or other criteria determined by Duda. Unless otherwise set forth in Your Order Form, AI Credits are allocated at the Account level and may be used by authorized users of that Account. We may determine which users or roles may purchase, approve or use AI Credits.
2. Consumption. Use of AI Features may consume AI Credits. The number of AI Credits consumed may vary based on the AI Feature used, request type, request complexity, Input, Output, system configuration, model type, frequency of use, third party provider costs, Our costs, feature value, product packaging and other factors determined by Duda. We may use fixed credit amounts, variable credit amounts, multipliers, estimates, reservations or other methods to calculate AI Credit usage. We may change which AI Features require AI Credits, the number of AI Credits required for any AI Feature, and the method used to calculate AI Credit usage, at any time. AI Credit consumption rates are not Fees and are not subject to any price lock, price protection or fee cap set forth in Your Order Form unless that Order Form expressly provides otherwise.
3. Balances, Reservations and Records. We may display Your AI Credit balance, AI Credit usage or other usage information in Your Account or in the Platform. We may reserve AI Credits when You start an AI action and deduct AI Credits when the action is submitted, processed, completed or otherwise made available, as determined by Duda. AI Credit allocation and consumption are Billing Metrics for purposes of this Section “Payment Terms, Subscriptions Payments, Refunds and Taxes”, and Our records are final and control for purposes of calculating AI Credit allocation and consumption, including in the event of any discrepancy between Our records and Your records or any third party records.
4. Expiration. Unless otherwise set forth in Your Order Form, (a) AI Credits included with an eligible Account plan are provided on a monthly basis, expire at the end of the applicable monthly period and do not roll over, and (b) purchased top-up AI Credits expire twelve (12) months after the date of purchase and do not roll over. We may delete, expire or forfeit unused AI Credits when Your subscription, Your Account or Your access to the applicable AI Feature expires or is cancelled, suspended or terminated.
5. Top-Ups and Additional Usage. If Your Account does not have sufficient AI Credits or reaches applicable usage limits, We may require You to purchase additional AI Credits, upgrade Your plan, wait until AI Credits renew, or stop using the applicable AI Feature. Fees for purchased AI Credits are due and payable in accordance with this Section “Payment Terms, Subscriptions Payments, Refunds and Taxes” and Your Order Form.
6. Discontinued AI Features. No refund, credit or other compensation is due in respect of any Beta AI Feature or any AI Feature made available at no additional charge. If We permanently discontinue an AI Feature for which You have purchased top-up AI Credits, Your sole and exclusive remedy is, at Our election, a credit or refund of the amounts paid for AI Credits that remain unexpired and unused as of the date of discontinuation.
Auto-Renewal In order to ensure that You do not experience any interruption or loss of services due to the lapse of any particular service period, Your Order Form has an automatic renewal provision. The Initial Term and Renewal Terms for Your Services are set forth in Your Order Form. This means that at the end of the Initial Term, We will automatically renew the applicable Services for the Renewal Period and automatically charge You the applicable Fees using the payment method You have on file with Duda. As noted above, We will make reasonable efforts to notify You in advance if the Fees will change during Your Renewal Period.
Suspension Duda may suspend Your Account without terminating the Agreement and/ or terminate the Agreement with immediate effect if (i) Duda reasonably believes that You directly or indirectly violated any provision of this Agreement; (ii) any invoice remains past due for more than thirty (30) days after notice of delinquency. If Duda elects to suspend Your Account, it does not waive its right to terminate the Agreement or any Order Form and may terminate this Agreement at any time after suspension in accordance with the preceding provision. You may terminate this Agreement upon thirty (30) days written notice to Duda in the event that Duda materially breaches any term of this Agreement and has not cured such breach within thirty days of written notice of such breach (which notice will include a reasonably detailed description of the alleged breach). If You terminate this Agreement for any other reason, all Fees that would have been due and payable during the Initial Term (or a Renewal Term, if applicable, will be immediately due and payable). For purposes of this provision Fees due and payable will be calculated using the number of Active Sites on the last day of the month of termination.
Site Deletion due to Inactivity If You build a Site on the Platform and fail to publish or edit that Site for twelve months or longer, Duda may, at Duda’s discretion, delete such a Site with or without notice to You. If You are the Account owner and You fail to respond to Our inquiries for more than one (1) month, Duda may, at Duda’s discretion, suspend Your Account and, if applicable, provide Services to Your Clients directly.
Termination We may, in Our sole discretion and without notice or liability to You or any third party, immediately suspend or terminate Your Account and/or any of Your Sites and refuse any and all current or future access to and use of the Platform and Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, loss, theft or unauthorized use of Your Registration Data, bankruptcy, violation of the letter or spirit of this Agreement and/or any Duda Policy, providing content including without limitation Registration Data that is inappropriate or offensive in Our discretion, or if We have reasonable grounds to suspect any of the Registration Data that You or Your Client provided is inaccurate, not current or incomplete.
Upon termination of this Agreement or Your Account, (a) any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, the Content Guidelines, disclaimers, indemnification, limitations of liability and termination, and (b) except as set forth herein, each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control.
Late Fees If We do not receive Your full and complete payment by the due date, We may charge You a late fee on the unpaid balance and may also terminate or suspend Your Service. The fee will be calculated at the maximum percentage permitted by applicable law, not to exceed 1.5 percent per month. In the event We utilize a collection agency or resort to legal action to recover an unpaid balance, You agree to reimburse Us for all expenses incurred to recover such unpaid balance, including reasonable attorneys’ fees and costs. If You fail to pay on time and We refer Your account(s) to a third party for collection, a collection fee will be assessed and will be due at the time of the referral to the third party.
Disputed Invoices If You disagree with any charges in an Invoice, You must notify Us of such Dispute within thirty (30) days of receipt of such Invoice. Your dispute must include a reasonably detailed explanation of the dispute and documentation relating to any disputed amount (a “Dispute Notice”). We will automatically charge Your credit card for the invoiced amount while We review the Dispute Notice. We will review the Dispute Notice within a reasonable period after receipt and refund any amounts that were charged in error (if any) by promptly crediting You for such amount on an Invoice sent after the dispute is resolved and the adjustment amount (if any) is agreed. If You do not submit a Dispute Notice within thirty (30) days of receipt of an Invoice, You will be deemed to have accepted such Invoice and waived all of Your rights to dispute such Invoice.
Refunds & Free Trials Your Order Form sets forth the pricing for Your Account and, unless otherwise required by applicable law, You are not eligible for any refund for Services except as expressly set forth in these Terms.
If and when participating in a free trial of a Service, You shall have the right to use the Service for the duration of the free trial without charge until the expiration date of the trial at which point Services shall be discontinued if You do not elect to purchase a subscription to the Service. Note that the functionality of Services during a free trial period may differ from the functionality of a paid subscription term.
AI Credits are non-refundable except as expressly set forth in this Section “Payment Terms, Subscriptions Payments, Refunds and Taxes” or as required by applicable law.
Taxes The Fees are exclusive of sales, use, excise, property or other Taxes. You are and shall be fully responsible for the payment of any taxes that apply to Your use of the Site or the Services, which for the avoidance of doubt includes all of Your Sites. You agree to hold Duda harmless from all claims and liabilities relating to Your or Your Sites failure to report or pay taxes.

5. Ownership, Licenses and Confidentiality

Ownership As between the parties, Duda exclusively owns all rights, title and interest to the Services, System Data, Duda Confidential Information and its trademarks (“Marks”). System Data means data collected by Duda regarding any Services or Duda Apps that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security thereof. You agree to comply with Duda’s Trademark and Usage guidelines, published here: https://www.duda.co/legal/trademark (the “Trademark Guidelines”). All use and goodwill associated with the Marks shall inure to Our benefit.
License to Use the Services Subject to the provisions of this Agreement, We hereby grant You a non-exclusive, non-transferable, limited license to use the Services during the Term solely to create Sites as contemplated by this Agreement, with the right to sub-license the same only to the extent necessary to permit You and Your Clients to access and use the Services and Platform as contemplated by this Agreement only for purposes as intended by the normal functionality of the Services (the “License”).
Links to our Platform Subject to the terms of this Agreement, We grant to You and Your Clients a nonexclusive, non-transferable, non-sublicensable right to display on Your Client Sites a link to Our homepage, as long as Your use complies with Our Trademark and Usage Guidelines. All use of and goodwill associated with the logo shall inure to Our benefit.
Confidentiality Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of any Order Forms to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.

6. Client Data

We do not own, nor do We claim ownership of Client Data. We are not responsible for monitoring Client Data. You are responsible for Client Data and You and Your Clients are responsible for ensuring that Client Data complies with Our Content Guidelines set forth below (the “Content Guidelines"). You acknowledge and agree that, when providing You or Your Clients with the ability to publish and distribute its own or third-party products, services, or Client Data on a Client Site, We are acting only as a passive conduit for the publishing and/or distribution of such products, services or Client Data.

License to Client Data By using a Service, You hereby grant to Duda a world-wide, royalty-free, transferrable, sub-licensable and non-exclusive license to (a) use, reproduce, modify, adapt and publish Client Data for the purposes set forth in the Agreement, including but not limited to, displaying, distributing and promoting Your Sites, sharing or promoting Duda or a Service, and storing it on Our servers and (b) use, retain and disclose Client Data in de-identified or aggregated form to operate, analyze, maintain, secure, develop and improve Duda's and its affiliates' products and services. Data is "de-identified" for these purposes where it does not identify, and cannot reasonably be used to identify, You, Your Clients, any individual or any Site. Duda will not disclose Your Client Data in identifiable form to any third party for that third party's own product development purposes. The rights granted in this clause (b) survive termination of this Agreement.
1. Under no circumstances will We be liable for Client Data or the Content of any third party, including, but not limited to, for any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that We do not pre-screen Content, but that We shall have the right (but not the obligation) to refuse, move or delete any Content that is available via the Service. We have the right to remove any Content that violates this Agreement or is otherwise objectionable in Our sole discretion. You bear all risks associated with the use of any Content. You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect Our rights, property, or personal safety and those of Our users and the public.
2. You agree to designate a copyright agent under the Digital Millennium Copyright Act (the "DMCA") (see 17 U.S.C 512(c)(3) for further detail) and/or take other reasonable steps to implement a take-down policy that complies with applicable laws. If You receive a notification of claimed infringement, You have the option of removing the allegedly infringing content or bringing a counter notification, which may be sent to Duda’s designated agent and must include the information required by Section 512(g)(3) of the Copyright Act. DUDA SHALL HAVE THE RIGHT TO TAKE DOWN OR DISABLE THE ACCESS TO ANY CONTENT AND/OR DELETE IT AT ITS SOLE AND EXCLUSIVE DISCRETION (INCLUDING TO COMPLY WITH THE DMCA), WITH NO LIABILITY TO DUDA RESULTING FROM SUCH ACCESS AND/OR DELETION, AND YOU SHALL NOT BE ENTITLED TO ANY DAMAGES OR REIMBURSEMENT OF ANY KIND FOR SUCH ACCESS AND/OR DELETION.
Publicity/Case Study You authorize Duda to use Your name, logo and/or trademark in connection with Duda’s promotional materials and marketing activities. Any press release or other announcement will only be issued upon prior approval by both You and Duda. Each Party shall obtain the other Party’s written consent prior to any other disclosure concerning the terms and conditions of this Agreement, or either Party’s performance of its obligations hereunder.
You agree that Duda may devise a case study of Your use of the Services and may use such case-study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. We agree to provide You with access to the results of such case-study.

7. Customer Responsibilities

General In addition to the responsibilities set forth elsewhere in this Agreement, You understand and agree that You are responsible for Your Account, Your Sites, Your Clients and Client Data. We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Client Data or other Content, other than Content provided by Us. In using the Services, You must ensure that Your Client Data and Sites comply with all applicable laws and regulations (including applicable product safety regulations). If applicable, You will certify to Us that You and Your Clients are in compliance with applicable product safety regulations prior to listing the applicable products on any Sites.
You specifically represent, warrant and agree as follows:

You will not make or permit any use of the Services that is (a) not authorized under this Agreement (b) in violation of any applicable local, state, national or international laws or regulations, or (c) in violation of, or constituting infringement or misappropriation of, any rights (including copyrights, rights of publicity or privacy or trademarks) of others. You will not offer Your Clients any warranty on behalf of Duda that is not expressly authorized in writing by Duda.
You will be solely liable and responsible to provide Your Clients with any and all support services, including without limitation any support required following the completion of the applicable Client Site.
During the Term, and for a period of one year following the expiration of the Term, You shall not directly or indirectly solicit for employment, employ, or engage as an independent contractor, any Duda employee with whom You had more than incidental contact or who became known to you in connection with the Services purchased hereunder, except (i) pursuant to a general solicitation through the media or by a search firm that is not directed specifically to any Duda employees or (ii) pursuant to a solicitation of an employee that Duda terminated, provided any solicitation or contact must occur after Duda terminates such employee.

Content Guidelines We are not responsible for monitoring Client Data. You are responsible for Client Data and You and Your Clients are responsible for ensuring that Client Data complies with our Content Guidelines.

You will not and will not permit, direct, or encourage any third party (including Your Clients) to:

use the Services, or any of Our Content, services, features, data, information, text, images, photographs, graphics, scripts, sounds, video, music, sound recordings, programming, logos, trademarks, services marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears on the Services to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities as determined by us at our sole discretion, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming, phishing or any duplicative or unsolicited messages (commercial or otherwise);
interfere with the access, use or enjoyment of the Services by others (including without limitation causing greater demand on the Services than is deemed by Us reasonable, attacks such as "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, and creating usernames to attack other participants' identities); harass or defame others; or promote hatred towards any group of people;
harvest or otherwise collect non-public information about another user obtained through the Services (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information;
add an email address to Your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes, including "flaming," ”phishing,” "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the internet;
use the Services or of Our Content outside the permitted scope set forth in this Agreement;
alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the Services, any of Our Content, or features thereof, or remove any copyright or other proprietary notices with respect to the Service or Our Content;
access or attempt to access any of Our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services;
decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Services except if and to the extent permitted by applicable law;
copy, distribute, transmit, broadcast, publicly display, publicly perform, rent or sell any portion of the Services, or any of Our Content;
use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to monitor or scrape information from the Services, or bypass any robot exclusion request (either on headers or anywhere else in the Services);
fail to deliver timely payment for Your purchases;
use any meta tags or any other "hidden text" utilizing any trademarks or intellectual property owned or licensed by Us;
create or provide any other means through which the Services may be accessed, for example, through server emulators, whether for profit or not;
'deep-link', redistribute or facilitate the redistribution of Content;
abuse or use any other means to affect or manipulate the Services in general or the prices quoted through the Services;
engage in activity or use language that is threatening, abusive, harassing, defamatory, libelous, offensive, profane against any of our customers, users, employees, representatives or any third party as determined by us in our sole discretion;
use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking;
permit or direct others to engage in any of the prohibited activity above.

8. AI & Generated Output

Scope Certain AI Features permit You to provide Input in order to receive Output generated by an artificial intelligence platform or tool and returned by the Services based on such Input. This Section “AI & Generated Output” applies to all AI Features provided by Duda. AI-enabled services provided by third parties and made available through the Services are Third Party Services may be governed by the Product Terms applicable to those services.
Prohibited Uses You agree not to state or suggest that Output was human-generated when it is not. The Services are not intended to be used, and You agree not to use, and not to permit, direct or encourage any third party (including Your Clients) to use, the Services to generate any Output for:

any illegal activity;
child sexual abuse material or any content that exploits or harms children;
generation of hateful, harassing, or violent content;
generation of viruses or malware;
any activity that has high risk of physical harm;
any activity that has high risk of economic harm;
fraudulent or deceptive activity;
adult content, adult industries or dating apps;
political campaigning or lobbying;
activity that violates people’s privacy;
unauthorized practice of law or offering tailored legal advice without a qualified person’s review;
offering tailored financial advice;
diagnosing a certain health condition, or providing treatment instructions; providing diagnostic or treatment services for serious medical conditions; triaging or managing life-threatening issues that need immediate attention; or
high risk decision-making.

Product Terms In addition, You will comply with any Product Terms related to AI Features and Output, and with any third party terms, guidelines, policies or the like to which We link in connection with Your generation of Output. You will not use the AI Features in violation of the acceptable use, usage or content policies of any third party artificial intelligence provider that powers the applicable AI Feature. Where We are required by a third party artificial intelligence provider to restrict or terminate Your use of an AI Feature, We may do so, and We will use commercially reasonable efforts to give You notice and, where practicable, an opportunity to cure. You will not use Output to train, fine-tune, develop or improve any machine learning model or artificial intelligence system that competes with the Services.
Ownership of Input and Output As between You and Us, and to the extent permitted by applicable law, You own all Input and, subject to your compliance with these Terms and solely to the extent We obtain any ownership in any copyrights in Your Output, We hereby assign to You Our ownership interest in such copyrights to Your Output. You are responsible for all Input and Output, including for ensuring that it does not violate any applicable law or these Terms. Your Input and Output is deemed to be part of Client Data for purposes of these Terms.
Similarity of Output Due to the automated content generation, Output may not be unique across users and the Services may generate the same or similar output for You, Duda or a third party. Other users may also provide similar Input and receive the same or similar Output. Responses that are requested by and generated for other users are not considered Your Output. You hereby irrevocably release, acquit and forever discharge, and agree not to sue, Duda or any of its affiliates, or any of their employees, officers, directors or representatives with respect to any liability for direct or indirect copyright, trademark or other infringement, misappropriation or violation of any rights with respect to the Output.
Accuracy & Human Review Use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places or facts. You are solely responsible for reviewing, editing, approving and determining whether all Output is appropriate before using, publishing, distributing or relying on it, and You agree to evaluate and be responsible for the accuracy of any Output as appropriate for Your use case. You will not represent to Your Clients or to any third party that Output has been verified, approved or endorsed by Duda.
Limitations of AI-Generated Output You acknowledge and agree that, in addition to the limitations and restrictions set forth in these Terms, there are numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.
AI Transparency; Markings You acknowledge that the AI Features are artificial intelligence systems and that Output is generated by artificial intelligence. Duda may apply watermarks, metadata, content credentials or other machine-readable provenance or disclosure markings to Output.
1. You will not, and will not permit Your Clients to, remove, alter, obscure or disable any such marking or any notice identifying an AI Feature as an artificial intelligence system, or use any AI Feature in a manner that circumvents them.
2. You are responsible, as deployer, for making any disclosure, notice, label or marking required by applicable law in connection with Your or Your Clients' use of the AI Features or publication of Output, including any obligation to disclose that image, audio or video Output constitutes artificially generated or manipulated content, and to disclose that text Output published to inform the public on matters of public interest is artificially generated where no natural person has taken editorial responsibility for it.
3. You will ensure that Your Clients are bound by, and comply with, obligations at least as protective of Duda as this paragraph. Duda does not provide legal advice, and use of the AI Features does not ensure Your or Your Clients' compliance with Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act) or any other law governing artificial intelligence.
Third Party AI Providers AI Features may be provided, powered, hosted, processed or supported in whole or in part by third party providers. Your use of AI Features may be subject to third party provider terms, policies, usage restrictions, availability and technical limits. We may modify, limit, suspend or discontinue any AI Feature if a third party provider changes its technology, terms, pricing, availability, restrictions or service. No third party provider terms expand Duda's obligations or reduce Duda's rights, disclaimers or limitations of liability under this Agreement.
Beta AI Features From time to time, Duda may designate a new feature as a Beta AI Feature. Access to a Beta AI Feature may be limited by account type, user role, usage volume, site generation volume, geography, technical capacity or other criteria determined by Duda, and We may modify, limit, suspend or discontinue any Beta AI Feature at any time, with or without notice. Beta AI Features are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, are excluded from any service level, support, uptime or availability commitment, and are not subject to the notice or refund provisions of Section “Services”. Beta AI Features are made available for testing and evaluation purposes. We may make limited use of a Beta AI Feature available at no additional charge, and usage above applicable limits may require AI Credits, paid top-ups, an eligible plan or other payment authorization.
AI Credits We may make certain AI Features available through usage-based AI Credits. AI Credits are non-monetary usage units used solely to access eligible AI Features within the Duda Platform. AI Credits are not a currency, gift card, stored-value instrument, or other financial instrument, have no cash value, are non-transferable, and may not be sold, exchanged, redeemed for cash or used outside the Services. AI Credits are non-refundable except as expressly stated by Duda or as required by applicable law. The allocation, consumption, expiration, purchase and billing of AI Credits are governed by Section “Payment Terms, Subscriptions Payments, Refunds and Taxes” and Your Order Form.
Your Clients If You make any AI Feature available to Your Clients, You will ensure that Your Clients are bound by terms at least as protective of Duda as this Section “AI & Generated Output”, and You remain responsible for Your Clients' compliance with this Section “AI & Generated Output” and for all Input, Output and AI Credit consumption attributable to Your Account.
Changes to AI Features AI Features are evolving. We may change, limit, suspend, discontinue, rename, repackage or modify any AI Feature, AI Credits, AI Credit allocations, AI Credit usage, credit balances, eligible AI Features, models, providers, output types, usage limits or related functionality at any time. Except as expressly set forth in Section “AI Credits & Fees”, no such change gives rise to any refund, credit or other compensation.

9. Data Protection & Privacy

For the purposes of this Section “Data Protection & Privacy”, capitalized terms not defined herein shall be as defined in the DPA.
You shall provide Duda only with Personal Data that is required for Duda’s Services and You shall not request or require that Duda Process Personal Data in any way that would violate applicable Data Protection Laws. You shall refrain from uploading and/or using the Services in connection with Personal Data which constitutes Personal Health Information or which is considered sensitive and/or restricted in nature under the applicable Data Protection Laws, including, but not limited to: genetic or biometric data, health data, data concerning a person’s sex life or sexual orientation, Social Security Number or similar identification number, and/or information pertaining to minors under 16 years of age.
Duda does not have a direct relationship with Your Clients or their site visitors, therefore Duda is not responsible for how You handle their Personal Data. Use of Duda’s Services does not ensure Your compliance with Applicable Data Protection Laws, nor is Duda responsible for Your compliance with such laws.
You agree, represent and warrant that:

Personal Data has been and will continue to be collected, processed and transferred by You and Your Clients in accordance with the relevant provisions of Applicable Data Protection Laws;
The processing of Personal Data by You and Your Clients, as well as any instruction to Duda in connection with the processing of the Personal Data, has been and will continue to be carried out in accordance with the relevant provisions of Applicable Data Protection Laws;
You and Your Clients have informed data subjects of the processing and transfer of Personal Data pursuant to the Agreement and obtained the relevant consent thereto (including without limitation any consent required in order to comply with the processing instructions and those purposes detailed herein);
You and Your Clients are responsible for using and configuring the Services in a manner which enables You and Your Clients to comply with Applicable Data Protection Laws, including implementing appropriate technical and organizational security measures;
You further agree and represent and warrant that You will comply, and you will ensure that Your Clients comply with the Content Guidelines set forth herein.

To the extent Personal Data from the European Economic Area (EEA), the United Kingdom, Switzerland, California or any other jurisdiction whose Data Protection Laws apply are processed by Duda, the following shall apply: The terms of DPA are hereby incorporated by reference and shall apply if and to the extent that such Personal Data is Processed.
Notwithstanding the foregoing, Duda shall be entitled to use the Personal Data for statistical and financial purposes provided however that any personal attributes shall be removed from such Personal Data or otherwise if such is maintained on an aggregated basis.

10. Your Feedback

Any feedback You or Your Clients may provide Duda, including without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments (collectively, “Feedback”), and the like shall be considered non-confidential nor of a proprietary nature. In providing this material, You hereby assign and agree to assign all rights, title and interest You have in such Feedback to Duda (including all intellectual property rights therein).

11. Your Account and Security

In order to access some functions of the Services, We may ask You to create an Account. As part of the process You will be requested to provide Us with certain information (some of which is personal information), including Your name, email address, company name, physical address, field of business and website URL (collectively, Your “Registration Data“). This information will be processed in accordance with the DPA.

Your Client Accounts During the process of creating a Client Site, You or Your Client may enter such client’s contact information into Our site creation form. Your Client’s contact information may include the customer’s full name, email address and telephone number, as well as any additional information reasonably required by Duda from time to time. This information will be held and used in accordance with Our Privacy Policy (collectively, Your “Customer Registration Data”).
Who can use Our Services By using the Platform and the Services, You agree and will cause Your Clients to agree that (i) You and each of Your Clients are of age (under the laws of Your jurisdiction, Our Services are not designed for or directed at children), (ii) You and each of Your Clients are legally able to enter into a contract, and authorized to register the Account or Client Site, (iii) You and Your Clients each have the legal authority to create an Account or Client Site on behalf of a business entity and (iv) You and Your Client will provide true, current, complete and accurate Registration Data and Customer Registration Data and promptly update such Registration Data to keep it true, current, complete and accurate. If You or Your Client register an Account or Client Site and You or Your Client do not have authority to register such Account, You assume sole personal responsibility for the Account or Client Site, as applicable.
Account Security You are responsible for maintaining the security of Your Account. Don’t share Your Account details with others or allow others to access or use Your Account. We will treat all acts performed through Your Account as being performed by You. You therefore accept responsibility for all acts done using Your Account, whether or not authorized by You, including purchases made using any payment instrument (for example, credit card or PayPal), and You understand You may be held liable for losses incurred by us or any other user of the Services caused by someone else using Your Account.
Account Access You shall not provide any third party with access to Your Account credentials for any purpose, including competing with the Services.
Commercial Messages You agree that by providing Your Registration Data to Us, You hereby consent to, Us sending, and You receiving, by means of telephone, facsimile, SMS or email, communications containing content of a commercial nature relating to Your use of the Platform, the Services and related services, including further information and offers from Us that We believe You may find useful or interesting, such as newsletters, marketing or promotional materials. We shall immediately cease to send any such further communications should You notify Us in writing that You do not wish to receive such commercial content anymore.

12. Release & Disputes With Others

You are solely responsible for Your interaction with other users of the Services and other parties with whom You come in contact through Your and their use of Our Platform or the Services. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of the Services. If You have a dispute with one or more users of the Site or the Services, You release Us (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are located in California, You waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If You are not located in California, You hereby waive any law of any other jurisdiction of similar effect.

13. Disclaimers of All Warranties

DUDA'S CONTENT AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SITE, THE SERVICES OR ANY OTHER MATTER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, (I) WE MAKE NO WARRANTY THAT THE SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, ACCURATE, CORRECT, COMPLETE OR AVAILABLE; (II) WE DO NOT ENDORSE OR APPROVE ANY CONTENT PROVIDED BY ANY THIRD-PARTY OR BY YOU AND DISCLAIM ALL LIABILITY WHATSOEVER THERETO; AND (III) WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.

14. Limitation of Liability

Exclusion of Indirect Damages EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, YOUR CONFIDENTIALITY OBLIGATIONS, YOUR BREACH OF SECTION "OWNERSHIP, LICENSES AND CONFIDENTIALITY" OR SECTION "CUSTOMER RESPONSIBILITIES", AND YOUR PAYMENT OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, OR LOST BUSINESS.
General Cap EXCEPT AS SET FORTH IN SUBSECTIONS (c) AND (d), DUDA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY YOU TO DUDA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").
Enhanced Cap SOLELY WITH RESPECT TO DUDA'S INDEMNIFICATION OBLIGATIONS UNDER SECTION "INDEMNIFICATION" AND DUDA'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION "OWNERSHIP, LICENSES AND CONFIDENTIALITY", DUDA'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED TWO (2) TIMES THE GENERAL CAP (THE "ENHANCED CAP"). THE ENHANCED CAP IS NOT CUMULATIVE WITH THE GENERAL CAP; AMOUNTS PAYABLE UNDER THE GENERAL CAP COUNT TOWARD, AND ARE NOT IN ADDITION TO, THE ENHANCED CAP, AND DUDA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF EVERY KIND WILL IN NO EVENT EXCEED THE ENHANCED CAP.
AI Features Sub-Cap NOTWITHSTANDING SUBSECTIONS (b) AND (c), DUDA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY AI FEATURE, ANY INPUT OR OUTPUT, OR ANY AI CREDITS WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR AI CREDITS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE CLAIM. DUDA WILL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO ANY BETA AI FEATURE OR ANY AI FEATURE MADE AVAILABLE AT NO ADDITIONAL CHARGE. THIS SUBSECTION (d) DOES NOT INCREASE THE GENERAL CAP OR THE ENHANCED CAP.
No Limitation on Your Obligations NOTHING IN THIS SECTION LIMITS YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION "INDEMNIFICATION", OR YOUR LIABILITY FOR BREACH OF SECTION "OWNERSHIP, LICENSES AND CONFIDENTIALITY", FOR INFRINGEMENT OR MISAPPROPRIATION OF DUDA'S INTELLECTUAL PROPERTY RIGHTS, OR FOR USE OF THE SERVICES IN BREACH OF THIS AGREEMENT.
Third Party Claims EXCEPT AS EXPRESSLY SET FORTH IN SECTION "INDEMNIFICATION", DUDA IS NOT LIABLE FOR ANY CLAIMS OF THIRD PARTIES TO THE EXTENT SUCH CLAIMS ARISE FROM DUDA'S USE OF CLIENT DATA OR CLIENT SITES IN ACCORDANCE WITH YOUR INSTRUCTIONS, SPECIFICATIONS OR REQUIREMENTS, OR FROM ANY THIRD PARTY SERVICES OR DUDA APPS.
Savings The exclusions and limitations in this Section apply to the maximum extent permitted by applicable law and will not apply to the extent prohibited by applicable law. If any exclusion or limitation is held unenforceable in whole or in part, it will be enforced to the maximum extent permitted and the remaining provisions of this Section will remain in full force and effect.
Essential Purpose; Order Form All of the above limitations apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between You and Duda, and the pricing under the Order Form reflects this allocation of risk. If Your Order Form expressly states a different limitation of liability, that limitation controls.
Claims Period Any claim or cause of action arising out of or in connection with the Services, the Content or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. Indemnification

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL THIRD PARTY CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) ARISING OUT OF OR RELATED TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THIS SITE, THE SERVICES OR THE CONTENT, (II) CLIENT DATA OR CLIENT SITES, (III) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS OR (IV) YOUR ALLEGED OR ACTUAL FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DUDA WILL INDEMNIFY, DEFEND AND HOLD HARMLESS YOU, YOUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL THIRD PARTY CLAIMS, LIABILITIES, LOSSES AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) THAT ARISE OUT OF OR ARE RELATED TO (I) ANY THIRD PARTY CLAIM THAT THE DUDA CONTENT INFRINGES SUCH THIRD PARTY'S UNITED STATES COPYRIGHT OR TRADEMARK RIGHTS, BUT ONLY TO THE EXTENT DUDA HAD ACTUAL KNOWLEDGE OF SUCH INFRINGEMENT AT THE TIME IT MADE THE DUDA PLATFORM OR SUCH DUDA CONTENT AVAILABLE TO YOU, OR (II) ANY ACTUAL FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DUDA, PROVIDED THAT, THIS INDEMNITY DOES NOT APPLY TO ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING: (X) CLIENT DATA OR CLIENT SITES, (Y) OUR COMPLIANCE WITH YOUR INSTRUCTIONS, SPECIFICATIONS OR REQUIREMENTS, (Z) ANY OF YOUR ALLEGED OR ACTUAL FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (AA) ANY THIRD PARTY SERVICES, DUDA APPS, OUTPUT, OR ANY THIRD PARTY TEMPLATE, IMAGE, FONT, WIDGET, PLUG-IN, MODEL OR OPEN SOURCE COMPONENT, WHETHER OR NOT MADE AVAILABLE THROUGH THE SERVICES, OR (BB) ANY MODIFICATION OF, OR COMBINATION OF THE DUDA PLATFORM OR DUDA CONTENT WITH, ANY PRODUCT, SERVICE, DATA OR CONTENT NOT PROVIDED BY DUDA, OR ANY USE OF THE SERVICES IN BREACH OF THIS AGREEMENT. IF A CLAIM UNDER SUBSECTION (I) IS MADE OR, IN DUDA'S REASONABLE JUDGMENT, IS LIKELY TO BE MADE, DUDA MAY, AT ITS OPTION AND EXPENSE, MODIFY OR REPLACE THE AFFECTED PORTION OF THE DUDA PLATFORM OR DUDA CONTENT, PROCURE THE RIGHTS NECESSARY FOR YOUR CONTINUED USE, OR TERMINATE THE AFFECTED SERVICES AND REFUND ANY PREPAID, UNUSED FEES FOR THE TERMINATED PORTION. THE FOREGOING STATES DUDA'S SOLE AND EXCLUSIVE OBLIGATION, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION.

The obligations of each Party (the “Indemnitor”) under this Agreement to defend, indemnify, and hold harmless the other Party and its employees, representatives, resellers, and agents (each, an “Indemnitee”) shall be subject to the following: (a) the Indemnitee shall provide the Indemnitor with prompt notice of the Claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify, and hold the Indemnitee harmless to the extent it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby; (b) the Indemnitor shall have sole control of the defense and of all negotiations for settlement of such Claim; and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or settlement of any such Claim at the Indemnitor’s expense. Notwithstanding the foregoing, the Indemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim or unless the Indemnitee consents to such settlement in writing. Where the Indemnitor does not request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the Indemnitee may participate in the defense of the Claim at its own expense.

16. Complaints Handling; Mediation; Governing Law and Exclusive Courts

Internal Complaint Handling If You have a complaint regarding the Services concerning any of the issues described below, please notify us of your such complaint by emailing legal@duda.co:

Alleged non-compliance by Us with Our obligations under (EU) 2019/1150 (the Platform to Business, or P2B, regulation), and this alleged non-compliance affects You;
Technological issues related directly to the provision of the Services and affecting You;
Measures taken by Us, or Our behavior, insofar as it relates directly to the provision of Our Services, and affecting You.
We attempt to resolve all complaints as swiftly and as effectively as possible, and try to address any issues raised to the best of Our ability, taking into account the importance and complexity of the issue raised. If required by applicable law, We will communicate to you the outcome of any review of Your complaint.

Mediation (EEA and United Kingdom customers) If You are established in the European Economic Area or the United Kingdom and a complaint submitted under the Internal Complaint Handling section above remains unresolved, You may refer the matter to mediation. Duda is willing to engage with the following mediators for this purpose: (i) JAMS (jamsadr.com) and (ii) the Centre for Effective Dispute Resolution (cedr.com). Mediation is voluntary, is conducted in English, and each party bears its own fees, costs and expenses. Nothing in this section requires either party to mediate before seeking relief in court, and referral to mediation does not extend any limitations period under this Agreement except as required by applicable law.
Governing Law; Jurisdiction This Agreement, and all claims or causes of action arising out of or relating to it, will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and each party is subject to the jurisdiction of the courts of Delaware and may be served with legal process there. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any dispute arising out of or relating to this Agreement, and waive any objection based on forum non conveniens. Notwithstanding the foregoing, (a) either party may seek temporary or preliminary injunctive relief to prevent infringement or misappropriation of intellectual property or breach of confidentiality obligations in any court of competent jurisdiction, and (b) Duda may bring an action to collect amounts due under this Agreement or any Order Form in any court having jurisdiction over You. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

Nothing in this section limits any right You may have under applicable law, including Regulation (EU) 2019/1150 and the Digital Services Act, to pursue a complaint or out-of-court dispute settlement in Your jurisdiction of establishment.

Attorney Fees In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, expert fees, and costs. In addition, You will pay on demand all reasonable costs of collection, including attorneys' fees, collection agency fees and court costs, that Duda incurs to collect any past-due amounts under this Agreement or any Order Form.

17. Assignment

We may give or assign Our rights or Our obligations under this Agreement to any person or entity at any time without Your consent. You may not give or assign Your rights or obligations under this Agreement to any person or entity without Our prior written consent and any attempt to do so without Our consent is void.

18. Transfer of Accounts and Sites

In order to request the transfer of Your Site(s) and/or account to another person or legal entity please contact Your Duda account representative, or contact Us using the contact details provided below.

Please note that:

You may only request the transfer of Sites or Accounts of which You are the legal owner and/or holder of rights to.
All transfers of Sites and/or Accounts are subject to Our sole discretion and written approval. Under no circumstances shall Duda be obliged to comply with such a request.
Under no circumstances shall Duda act as an intermediary, arbiter, or adjudicator between You and any third party. If Your transfer request affects third parties, such in cases where Accounts and/or Sites are managed by You on behalf of third parties (e.g. Your clients), We may ask for, and Your request may be subject to, such third parties' consent.
Any transfer is subject to the transferee entering into a substitute legal agreement with Us and accepting any terms, policies, guidelines and requirements as We may deem applicable, at Our sole discretion.
By providing Duda with an Account or Site transfer order, You represent and warrant that: (i) You are allowed to request the transfer of such account or site; and (ii) that You release and forever waive any claims against Duda from any and all claim, suit, liability, damage, loss, cost or expense of any nature whatsoever arising out of or in connection thereto. Furthermore, You shall hold Duda harmless from any and all claims, suites, proceedings, by any third party, and indemnify Duda from any and all fines, costs, expenses (including reasonable attorney's fees), losses or damages, arising from or connected to the transfer of such account and/or site.

19. Force Majeure

Neither party shall be deemed to be in default of or to have breached any provision of these terms as a result of any delay, failure in performance, or interruption of service, resulting directly or indirectly from natural disasters, acts of civil or military authorities, civil disturbances, wars, fires, transportation contingencies, pandemics, interruptions in telecommunications or Internet services, other catastrophes or any other occurrences that are beyond such party’s reasonable control; provided that the effected party (i) has given prompt notice of such delay, failure or interruption, (ii) has used commercially reasonable efforts to prevent such delays, failures or interruptions, and (iii) uses commercially reasonable efforts to restore performance under these Terms.

20. Miscellaneous

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the Services. This Agreement comprises the entire agreement between You and Us, states Our and Our suppliers' entire liability and Your exclusive remedy with respect to the Services, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.

21. EU Digital Services Act

If You are an EU resident, please see the following Digital Services Act (DSA) disclosures.

Communications regarding the DSA should be directed to Duda’s legal team (legal@duda.co).
These Terms explain the restrictions on the use of the Services and how Duda monitors and enforces those restrictions. Users of Duda’s platform may reach out to legal@duda.co if the user believes any content on any Service is illegal.
You may have the right to submit a complaint, free of charge, about certain decisions related to Client Data that we have deemed illegal or that violates these Terms, specifically:
1. Removal or restricting the visibility of Client Data;
2. Suspension or termination of Your Account, or a whole or partial ban on Your use of the Services;
3. Restrictions on the ability to monetize Your Client Data.
To submit a complaint, please email us at legal@duda.co and describe in detail why You believe Our decision was in error. Your description must include Your full name and the email address used to obtain the Services from Us, along with a copy of the decision You received from Us. You may also have a right to submit the dispute to an out-of-court dispute settlement body certified by the applicable Member State Digital Services Coordinator.
If You frequently submit illegal Content or manifestly unfounded Content notices or complaints, We may suspend Your Account as permitted by the DSA.

22. Contacting Us

If You have any questions about these Terms, please contact Us via email at legal@duda.co.