Terms of Service

Last Updated: September 2023

Welcome to Duda!

Welcome to Duda. These Terms of Service (the “Terms”), together with the written Order Form signed between you and Duda (“Order Form”), (collectively and together with the Policies, “Agreement”), are a contract between Duda, Inc. (“Duda”, “We”, “Our”, or “Us”) and You (“You” or “Your”) and govern Your use of Our internet properties and all of the Services We offer. As such, please read these Terms and the Policies carefully and let Us know if You have any questions.

Your use of the Duda Platform, Core Services, Add-On Services, toolbars, widgets, applications or distribution channels from which We may operate, and Your use of any of Our Services, as further described in Section 4 (“Services”) below (including, without limitation, all service accessed through the Duda Platform, a Site, or via another access point, including, without limitation, the Platform Services Core Services, and Add-On Services and all software, programs, code, technology, offerings, tools, plug-ins, components, upgrades, updates and all related applications, available now or in the future, (Our “Services”), whether such Services are accessed through the Site or via another point of access to Our Services (each, a “Non-Duda Access Point”), are subject to and conditioned upon Your assent to and compliance with these Terms.

Please read these Terms, Our Privacy Policy, Your Order Form and Our other policies prior to using Our Platform or Services. These Terms, together with Your Order Form and the Policies apply when You use Our Sites or Services (as described below). In the case of conflict between these Terms and any other parts of this Agreement, the Order Form shall control.

The Terms and Policies are a contract between You and Us. When You access Our Platform or use Our Services, You agree to abide by and be bound by the Terms. If You don’t agree to all of the provisions in the Terms and conditions and policies, You must not access Our Platform or use Our Services. Use of Our Platform or Services is void where prohibited.

Our Privacy Policy describes how We collect, store, use, and disclose and otherwise process Your personal information when providing Our Services to You, and Your rights and choices concerning Your information. When You access Our Platform or use Our Services, You acknowledge that the Privacy Policy applies. If You don’t want Us to collect, store, use, share or process Your information in the ways described in Our Privacy Policy, You must not access Our Platform or use Our Services.

BY ACCESSING THE SITE AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT AND ALL REFERENCED DUDA POLICIES, (2) THAT YOU UNDERSTAND THIS AGREEMENT AND ALL REFERENCED DUDA POLICIES AND THEIR CONTENT, AND (3) THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED THIS AGREEMENT, INCLUDING SECTION 2 “CHANGES” BELOW, AND THE DUDA POLICIES.

If You do not agree to be bound by the terms and conditions of this Agreement, do not use or access the Site or use any of the Services. Use of Our Platform or Services is void where prohibited.

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.
• “Active Sites” or “Sites” means the number of Sites that are Active in a Billing Period and assigned to Your account as determined by Duda.
• “Add-On Services” means the services identified as Add-On Services below, and any additional services offered through the Duda Platform and classified as “Add-On Services” in the future (excluding, in each case, the Duda Apps).
• “Core Services” means the services identified as Core Services below.
• “Client Data” means any and all data and content from Your Client on a Client Site, or added to a Site, including but not limited to words, music, images, and videos.
• “Client Site” means websites published by Your Client that have accessed the Services through Your Account.
• “DPA” shall mean the Data Processing Agreement located at https://www.duda.co/legal/privacy/dpa. As applicable, the DPA shall be incorporated by reference in the Agreement
• “Duda” refers to Duda, Inc. and We may refer to Duda as “Duda”, “We”, “Our”, or “Us”.
• “Duda Apps” shall have the meaning ascribed to it in the Order Form.
• “Duda Platform” or “Platform” ans, collectively, the Duda Website Builder (the Duda Software that allows You and Your Clients to build Sites) and the Duda API (application programming interface for the Duda Website Builder).
• “Platform Services” means the Services identified as Platform Services below.
• “Policies” means Our policies, including, but not limited to Our Privacy Policy https://www.duda.co/legal/privacy, our Trademark and Usage Guidelines, our our DPA, and any other policies which we may implement from time to time.
• “Your Client(s)” means customers that have converted, created or established Client Sites assigned to Your Account.

2. CHANGES

We reserve the right, in Our discretion, to change, modify, add or remove all or portions of the Terms of Service or Policies at any time by posting updated versions at https://www.duda.co/legal/mm-terms and/or notifying You of material changes either through a notice on the Platform, within the Services or by other means. All changes to the Terms or Policies shall become effective upon the posting of the revised Terms or Policies at https://www.duda.co/legal/mm-terms. If You continue to access Our Platform or use Our Services after the changes are posted, You are agreeing to all the updated Terms and Policies. If You do not agree to the new or different Terms or Policies, You should not use or access the Platform or the Services after changes are posted.

If the Terms or Our Privacy Policy have any provisions or information that conflict with other Duda terms or policies, the Terms and the Privacy Policy shall govern unless the conflicted terms are Additional Terms or in the event of a written agreement (including the Order Form) that expressly overrides the Terms.

We may change the Platform or the Services at any time, in Our sole discretion, without notice to You.

3. SERVICES

General

We provide various website solutions and products for Our clients, including but not limited to the following, each included as part of the Services that We offer:

• “Platform Services”, including but not limited to: the Duda Website Builder and the Duda API and client management tools.
• “Core Services”, including but not limited to the ability to build and maintain multiple Sites.
• “Add-On Services”, including but not limited to:
• eCommerce functionality
  • Any use Duda ecommerce shall be governed by the terms and conditions located https://www.duda.co/legal/ecommerce (“eCommerce Agreement”). You agree that by activating Duda ecommerce, You agree to the terms and conditions of the eCommerce Agreement.
• Site comments functionality and related Client permissions
• Client Billing, a service provided by Duda to facilitate and enable receiving payments from Your Clients (“Client Billing”)
  • Any use of Client Billing shall be governed by the terms and conditions located at https://www.duda.co/legal/client-billing.
• Simple Editor: Duda’s basic editor that may be used for limited page sites; such sites do not include certain advanced functionality such as e-commerce, blogging, or widgets (“Simple Editor”). The functionality of Simple Editor and the related sites are subject to change as additional simplified features are developed and released. Regardless of origin, any Site with more than the limited page designated by your purchase shall be considered a full-featured Site and shall be charged at the Core Services rates set forth in Your Order Form.
• Duda may, from time to time, add additional Add-On Services that may include expressly designated terms related to such additional Add-On Services (“Additional Terms”). You acknowledge and agree that by engaging a new Add-On Service, You agree to any Additional Terms that may apply. Duda is under no obligation to send a Change Notice for any Additional Terms. Instead, We encourage You to check these Terms when new Add-On Services are added to Your account.

• “Duda Apps”, including but not limited to services or functionality offered through applications available on the Duda App Store (a platform providing access to applications and services developed by a third party). Unless the provided directly by Duda (e.g. Membership), such Services and functionality will be governed by the terms of service set forth therein, including but not limited to the pricing and term for which such services or functionality will be offered and/or available. In the event You terminate the Services hereunder, You will no longer be able to access services or functionality offered through the Duda Apps and may be required to continue to pay for the Duda Apps through the end of the applicable term.

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.

Third Party Services

In connection with Your use of the Platform or the Services, You may be made aware of services, products, offers and promotions provided by third parties. Portions of the Services provided by third parties may be subject to such third party’s terms and conditions, and Your use of such third party’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions. If You decide to use such third-party services, You are responsible for reviewing and understanding the terms and conditions governing such third-party services, and acknowledge that the third party is responsible for the performance of such services. (Please see Sec. 11, Third Party Services). It is Your responsibility to ensure that You, Your Clients and Your Sites fully comply with third-party terms of service to the extent that any of You access third-party Services through Our Platform.

In providing the Services, We obtain and rely on certain information from third parties and third-party software and applications. We cannot guarantee the accuracy or completeness of data provided by third parties.

It is Your obligation to ensure that You, Your Clients and Your Sites fully comply with all applicable laws, regulations and directives with regard to the use of the Platform and the Services. For the avoidance of doubt, the ability to access the Platform or the Services does not necessarily mean that Your use thereto are legal under relevant laws, regulations and directives.

Service Changes and Limitations

Our Services are evolving and We may require that You accept updates to the Platform or Services as well as the Terms, Privacy Policy and/or other Duda Policies. From time-to-time We may require You to update your software to continue to use the Platform or Services. Wereserve the right to stop offering and/or supporting all or part of the Platform or the Services at any time either permanently or temporarily, at which point Your right to use the Platform and the Services or any part of them will be automatically terminated or suspended. If that happens, unless applicable law requires otherwise, we are not required to provide refunds, benefits, or other compensation to You in connection with discontinued elements of the Platform or Services.

WE MAY, IN OUR SOLE DISCRETION, 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 OUR SERVICES AND PLATFORM, AND OUR CONTENT, SERVICES, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS. 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 Our Platform or 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 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 Your Order Form for the remaining portion of any Initial Term or Renewal Term.

5. PAYMENT TERMS, SUBSCRIPTIONS PAYMENTS, REFUNDS AND TAXES

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

Pricing

By using the Services, You Agree to pay the Fees set forth on 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.

Please review the payment and billing terms set forth in Your Order form and these Terms carefully.

Calculation of Monthly and Annual Fees

If You elect to pay the Platform Fee in advance, you will be invoiced the Platform Fee on the Subscription Term Start Date and You will be invoiced for the Total Monthly Fee (comprised of (i) Your Monthly Core Services Fee, (ii) Your Monthly eCommerce Fee and (iii) Your Monthly Site Comment Fee) for each Billing Period. If You upgrade or purchase services in the middle of the month, You may be charged a prorated fee.

Any other fees set forth in Your Order Form will be invoiced as set forth therein.

Our Platform calculates the number of Active Sites, the number of Active eCommerce Sites and the applicable level of eCommerce Services and the number of Active Users each Billing Period using automated technology in accordance with Duda’s accounting policies. You agree that, for purposes of calculating the Service Fees, Our measurements are final and will prevail over any other measurements.

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.

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 is 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 notify You in advance if the Fees will change during Your Renewal Period.

Termination

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 violates Your Order Form, any provision of this Terms of Service, Privacy Policy or any other Duda Policy referenced in the Terms of Service or Privacy Policy or (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 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.

A. 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.

Account 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, 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.

Credit Card Charges and Invoices

We will calculate Your Total Monthly Fees as set forth in Your Order Form.

We will invoice You in arrears for each Billing Period. The invoice will be based upon Your then-current Total Monthly Fee. If there is an adjustment related to disputed amounts (as described below), 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”). Any Credit Amount will be credited against future fees.

All invoices will be sent to Your designated “email invoices to” email. Please notify Us in writing of any changes to this email contact.

We will charge Your Total Monthly Fee, to the Credit Card You have on file with Duda, within 7 days of the invoice date. You are responsible for entering Your credit card information into our Duda Credit-Card Authorization Form.

By entering Your credit card information into the Duda Credit Card Authorization Form, You authorize Duda to charge Your credit card for the Fees as described in this Agreement and the Order Form.

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 and You are responsible for any resulting processing fees and/or late fees that may be incurred. You understand and agree that We will charge all Fees that are due or past due (including from previous Billing Periods) and all expenses that are due or past due (including from previous Billing Period and including any expenses related to the failure of Your original payment method) and all late fees incurred to the alternate payment method. You expressly authorize these charges.

This authorization will be in effect unless You and Duda agree to change the authorization in writing.

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. If You provide written notification of Your request for cancellation of Your Account, We will cancel Your Account, but You will remain responsible for all Fees set forth in the Order Form during the remainder of the applicable term.

If You participate 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.

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 than the functionality of a paid subscription term.

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.

6. OWNERSHIP, LICENSES AND PROPRIETARY RIGHTS

You acknowledge that Our Platform and the Services, including without limitation the Software, the trademarks, service marks and logos contained on the Site (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Duda and its licensors solely own the Platform and Marks and all right, title and interest in and to all copyrights, patent rights, trademark rights, trade secret rights and other intellectual property rights embodied therein, including derivations, modifications, and improvements thereto and all such rights, are reserved by Us and Our licensors. You and Your Clients will not have any rights to the Platform except for the License set forth below. You acknowledge and will cause Your Clients to acknowledge that no license or other right of any kind is granted to You or them except as expressly provided in these Terms, and that all rights not specifically licensed under these Terms are reserved to Duda.

Platform License

Subject to the provisions of these Terms of Service, We hereby grant You a non-exclusive, non-transferable, limited license to use the Platform during the Term solely to create Sites as contemplated by this Agreement and the Order Form, 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 (the “License”). The Services, Platform, Marks and related intellectual property are the copyrighted intellectual property of Duda and may not be redistributed, repackaged or used in any fashion other than as explicitly allowed by these Terms. Any violation of this License may result in suspension or termination of Your account and You may be refused any and all current or future access to and use of the Services. The Platform and all other Duda Intellectual Property is released under this License.

Links to our Platform

Subject to the terms of this Agreement, We grant to You and Your Client’s 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.

Third Party Intellectual Property

Your use of the Services on the Platform or from a Non-Duda Access Point that enables You to access and use the Services, including without limitation any offerings, programs, files, images, and data is licensed to You by Us or third-party licensors for Your personal use, commercial use or internal business use in the organization that You represent. You shall keep intact all copyright and other proprietary notices and Your use of such Service is strictly subject to the terms of this Agreement and any agreement accompanying the Software.

7. YOUR CONTENT

We do not own, nor do We claim ownership of the content submitted to be included in and/or displayed on Sites (as between You and us, “Your Content”). We are not responsible for monitoring Your Content. You are responsible for Your Content and You and Your Clients are responsible for ensuring that Your Content complies with Our Community and Content Guidelines, described below. 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 Company Content and 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 Customer Content and Client Data.

License to Your Content

By accessing the Site or 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 Your Content 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 Your Content to develop, provide and improve Duda and its affiliates’ offerings. Where necessary, You will ensure that Your Clients grant You sufficient rights to grant Duda this license. This license exists only for as long as You continue to be Our client and shall be terminated only upon receiving written notice from You, provided that the rights granted in the foregoing clause (b) will survive in perpetuity.

Under no circumstances will We be liable for Your Content 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 these Terms 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 these Terms; (c) respond to claims that any Content violates the rights of third; or (d) protect Our rights, property, or personal safety and those of Our users and the public.

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. We will process DMCA notices in accordance with Our Policy on Copyrighted Materials, Infringement Notices and Takedown described in Section 18 below and You acknowledge and agree that We may take all actions set forth therein in Our sole and absolute discretion, including removing Company Content and Company Data from Your Sites.

DUDA SHALL HAVE THE RIGHT TO DISABLE THE ACCESS TO ANY CONTENT AND/OR DELETE IT AT ITS SOLE AND EXCLUSIVE DISCRETION, 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 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.

8. USER CONDUCT

You and Your Clients may access and use the Platform and Services only for purposes as intended by the normal functionality of the Platform and Services, and so long as You and Your Clients are in compliance with all provisions of this Agreement. In connection with Your use of the Platform and the Services, You agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others. You also agree to comply with Our Community and Content Guidelines.

We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Content, other than Content provided by Us.

9. CUSTOMER RESPONSIBILITIES

In addition to the responsibilities set forth elsewhere in this Agreement, You understand and agree that You are responsible for Your Account, Your Sites and Your Clients. You specifically represent, warrant and agree as follows:

• You will not make or permit any use of the Services that is not authorized under this Agreement. 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.
• You will comply and will cause Your Clients to comply with applicable Data Protection Laws and will (a) provide Duda only that Personal Data that is required for Duda to perform the Services under this Agreement and (b) not request or require that Duda Process Personal Data in any way that would violate applicable Data Protection Laws. You will indemnify and hold Duda harmless from any and all fines, damages, expenses (including reasonable attorneys’ fees) and/or the commencement of any action, suit, proceeding or investigation in connection with a violation of this provision by You or Your Clients.
• You agree that 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 and Community Guidelines
• We are not responsible for monitoring Your Content. You are responsible for Your Content and You and Your Clients are responsible for ensuring that Your Content complies with our Content Guidelines.
• You may access and use the Platform and Services only for purposes as intended by the normal functionality of the Platform and Services, and so long as You are in compliance with all provisions of the Terms of Service and Duda’s Policies. In connection with Your use of the Platform and the Services, You agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others. Our policies or the operational or security mechanisms of the Services and without limiting the foregoing, You may not:
• use (i) the Platform, (ii) the Services, or (iii) any 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 Platform or 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 Platform or 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 Platform or 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 any Content except for the intended purposes of the Services and Platform, subject always to the terms of this Agreement. You may not display, import or export feedback information relating to Your Site or use it for purposes unrelated to the Services without Our prior written consent;
• 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 Platform, the Services, any Content, or features;
• 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 Site or 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, the Platform or the 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 this Platform or the Services, or bypass any robot exclusion request (either on headers or anywhere else on the Platform);
• 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;
• We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Content, other than Content provided by Us.

• Generated Output

  Certain features of the Platform or Services permit You to provide prompts or other input (collectively, “Input”) in order to receive output generated by an artificial intelligence platform or tool and returned by the Platform or Services based on such Input (“Output”). You agree not to state or suggest that Output was human-generated when it is not. The Platform and Services are not intended to be used, and You agree not to use, or permit any third party to use, the Platform or 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.

In addition, You will comply with any third party terms, guidelines, policies or the like to which We link in connection with Your generation of Output.

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 Your Content for purposes of these Terms.

Similarity of Output: Due to the automated content generation, Output may not be unique across users and the Platform and 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: Use of the Platform or Services may in some situations result in incorrect Output that does not accurately reflect real people, places or facts. You agree to evaluate and be responsible for the accuracy of any Output as appropriate for Your use case.

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.

10. DATA PROTECTION & PRIVACY

• For the purposes of this Section 10, 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, financial data 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 dot not ensure Your compliance with applicable Data Protection Laws, nor is Duda responsible for Your compliance with such laws.
• You agree, represent 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 the 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 the 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 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 Our Content and Community Guidelines, set forth herein.
• To the extent Personal Data from the European Economic Area (EEA), the United Kingdom, Switzerland, or California 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.
• Duda implement appropriate technical and organizational measures to ensure a level of security of Personal Data, appropriate to the risk, as deemed appropriate by Duda:
• Duda was certified under the EU-U.S. Privacy Shield Framework (“Privacy Shield”), before the Privacy Shield was invalidated by the European Court of Justice in 2020. For any information that Duda collected under the Privacy Shield Duda will continue to apply the same level of protection of such information. Duda will only retain Personal Data for as long as Services are provided to You in accordance with this Agreement or as otherwise permissible under applicable laws. Following expiration or termination of the Agreement, Duda will delete or return to You all Personal Data in its possession as provided in the Agreement except to the extent Duda is required by applicable law to retain some or all of the Personal Data (in which case Duda will implement reasonable measures to prevent the Personal Data from any further Processing). The terms of this agreement will continue to apply to such Personal Data.
  In addition to the above privacy principles and these Terms, Your and Your Client’s use of the Site and the Services is also subject to Our Privacy Policy which informs You of Our policies and procedures regarding the collection, use and disclosure of information We receive when You visit Our Platform and use any part of Our Services. By using or accessing the Site and the Services, You consent and You will cause Your Client’s to consent to the collection and use of information, including Personal Data, as described herein and in Our Privacy Policy, as may be amended by Us from time to time. Our Privacy Policy is hereby incorporated by reference into this Agreement, and Your consent to these Terms shall be deemed Your consent to Our Privacy Policy.

11. THIRD PARTY SERVICES

The Services enable You to engage, install, add and/or procure certain third party services and tools, including apps, images and domain registrars from which You may purchase a domain name for Your website, (collectively, “Third Party Services”). All terms, conditions and prices with regard to these Third Party Services are subject to your agreement with the applicable third party.

You acknowledge and agree and will cause Your Clients to acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to You (bundled with certain Duda Services, offered separately by Duda or otherwise offered anywhere on the Services), Duda merely acts as an intermediary platform between You and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. Duda will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between You and any Third Party Services.

Any and all use of such Third Party Services shall be done solely at Your own risk and responsibility, and may be subject to such legal terms which govern such Third Party Services, which You are encouraged to review before engaging with them.

While We hope to avoid such instances, Duda may, at any time and at its sole discretion, suspend, disable access to or remove from Your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of Your account and/or website(s) at such time – without any liability to You or to any end users.

12. LINKS TO THIRD-PARTY WEBSITES

The Services, including without limitation payment processing, may be handled directly by Us or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of Your Personal Data, and support levels). We recommend that You review the terms of use and privacy policy of such third parties before submitting any Personal Data and using such third parties' services.

The Platform contains links and references to websites belonging to other entities. We may, from time to time, at Our sole discretion, add or remove links to other entity's websites. These links are provided solely as a convenience to You, and access to any such websites is at Your own risk. We encourage You to be aware when You leave the Site, and to read the terms and conditions and privacy policy of each other entity's website that You visit. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. In no event shall Duda be responsible for the information contained in such websites, their practices or for Your use of or inability to use such websites, or transmissions received from such websites. You expressly relieve Us from any and all liability arising from Your use of any third-party website.

13. 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, and the like shall be considered non-confidential nor of a proprietary nature. In providing this material, You authorize Us and will cause Your Clients to authorize Us to use it and any images, developments or derivatives thereof, according to Our needs as determined in Our sole discretion, including for public relations and promotion of the Site and the Services in the online and offline media, and all without requirement of any additional permission from You or Your Client, as applicable, or the payment of any compensation to You or Your Client, as applicable. You also agree that (i) by submitting unsolicited ideas to Us or any of Our or representatives, You automatically forfeit Your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Us or any of Our employees or representatives automatically become the property of Duda. You hereby assign and agree to assign all rights, title and interest You have in such feedback and ideas to Duda together with all intellectual property rights therein.

14. YOUR ACCOUNT AND SECURITY.

In order to access some functions of the Platform or 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 held and used in accordance with Our Privacy Policy.

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.

If You become aware of any actual or suspected loss, theft, fraud, or unauthorized use of Your Account or Account password, please tell Us immediately.

Duda Policies

Your Account, Your Clients and Your Sites are subject to the Duda Policies. Please review these policies and guidelines carefully and let Us know if You have any questions.

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.

15. 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 a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

16. DISCLAIMERS OF ALL WARRANTIES

DUDA'S CONTENT, THE SITE 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 PLATFORM, 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 SITE, THE SERVICES OR THE 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 THIS SITE, THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.

17. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF OBLIGATIONS CONTAINED IN SECTION 5 (FEES; PAYMENT), SECTION 6 (OWNERSHIP, LICENSE, PROPRIETARY RIGHTS) AND SECTION 17 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM 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, BUT NOT LIMITED TO, LOSS OF DATA, REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS.

EXCEPT FOR A BREACH OF OBLIGATIONS CONTAINED IN SECTION 5 (FEES; PAYMENT), SECTION 6 (OWNERSHIP, LICENSE, PROPRIETARY RIGHTS) AND SECTION 17 (INDEMNIFICATION), IN NO EVENT SHALL DUDA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EXCEED THE FEES PAID (OR IN THE CASE OF COMPANY, PAYABLE) BY COMPANY TO DUDA DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 16, DUDA IS NOT LIABLE FOR ANY CLAIMS OF THIRD PARTIES TO THE EXTENT SUCH CLAIMS ARISE FROM DUDA’S USE OF CUSTOMER CONTENT, CLIENT DATA OR CLIENT SITES IN ACCORDANCE WITH YOUR INSTRUCTIONS, SPECIFICATIONS, AND REQUIREMENTS.

All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You.

You agree that any claim or cause of action arising out of or in connection with the Site, the Services, the Content or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. 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 CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) ARISING OUT OF O RELATED TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THIS SITE, THE SERVICES OR THE CONTENT, (II) YOUR CONTENT, 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 RELEASES, AND AGREES, AT ITS OWN EXPENSE, TO 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 ARISES OUT OF OR IS RELATED TO (I) DUDA’S MATERIAL BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR OBLIGATIONS IN THIS THIS AGREEMENT 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) THE CLIENT DATA, CUSTOMER CONTENT OR CLIENT SITES, (Y) OUR COMPLIANCE WITH YOUR INSTRUCTIONS, SPECIFICATIONS OR REQUIREMENTS AND (Z) ANY OF YOUR ALLEGED OR ACTUAL FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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.

19. COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN

YOU SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of Duda users who infringe or are believed to be infringing the rights of copyright holders:

If You believe that any material contained on this Site infringes Your copyright, You should notify Our Designated Agent listed below by mail or email:

Attn:
Duda Legal
577 College Ave., Palo Alto, CA 94306
legal@duda.co

Your notice must include the information required by section 512 of the Copyright Act, should be in English and should contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Platform, including the URL of the applicable Site; (d) information sufficient to permit Us to contact You, such as Your name, physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright owner's behalf.

Please note: The DMCA, as a legal document, does require that you provide personal information. It is standard for websites to post such legal documents online or share such documents with the claimed infringer. As a result your personal information may be publicly shared in this process.

If You receive a notification of claimed infringement, You have the option of removing the allegedly infringing content or bringing a counter notification. Your notice may be sent to Duda’s Designated Agent and must include the information required by section 512(g)(3) of the Copyright Act. The notice should be in English and should include:(a) information sufficient to permit Us to contact You, such as Your name, physical address, telephone number and e-mail address, (b) a description of the content that was removed, including the URL of Your Site or other location where the content was located, (c) a statement by You that You have a good faith belief that the material identified was removed as a result of mistake or misidentification, (d) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located, and if Your address is outside of the United States, that You consent to the jurisdiction of for any judicial district in which Duda may be found; (d) an acknowledgment that You consent to service of process and will accept service of process from the person who sent the original takedown notice, or an agent of that person; (e) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright o wner's behalf and (f) Your physical or electronic signature.

Our Designated Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, We reserve the right at any time and in Our sole discretion, to remove content which in Our sole judgment appears to infringe the intellectual property rights of another person.

20. COMPLAINTS HANDLING; MEDIATION; GOVERNING LAW AND EXCLUSIVE COURTS

Internal Complaint Handling

If You have a complaint regarding Our Platform or 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 Our 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

In case of any dispute which is not related to one of the matters mentioned above or which remains unresolved after submitting a complaint as described above, the parties will first attempt in good faith to negotiate a written resolution of the matter directly. if the matter remains unresolved for sixty (60) it will be deemed a “dispute” and each party shall first refer the dispute to proceedings under the ICC Mediation Rules, or the JAMS Mediation Rules, as mutually agreed. Unless otherwise agreed to in writing, the parties shall conduct the mediation in Santa Clara County California, USA and select a mutually agreeable mediator. If the parties are unable to agree upon a mediator, the parties agree that ICC or JAMS, as applicable, shall select a mediator from its panels consistent with its mediation rules. The mediation shall be conducted in English and each party shall bear its own fees, costs and expenses. Each party shall designate a business executive to have full and complete authority to resolve the dispute and to represent its interests in the mediation, and each party may, in its sole discretion, include any number of other representatives in the mediation process.

Governing Law and Exclusive Jurisdiction

This Agreement will be governed by laws of the State of California without regard to its choice of law or conflicts of law principles. You hereby consent to the exclusive jurisdiction and venue in the courts in Santa Clara County, California, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.

Attorney Fees

You shall pay on demand all of Duda’s reasonable attorney fees and other costs incurred by Duda to collect any fees or charges due under this Agreement following Your breach of this Agreement.

21. GOOGLE TRANSLATE

When using Our multi-language feature, You will have the option of translating the existing Content of the website using Google Translate. Google would like You to be aware of the following disclaimer:

"THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT."

22. ASSIGNMENT

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

23. 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.

24. 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.

25. 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. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. 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 Platform or 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 Platform and 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.

26. CONTACTING US

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