Duda Business Plan Terms

(formerly Duda Native eCommerce and Booking Solution Terms)

Last Updated: September 2026

These Business Plan Terms, previously referred to as the Duda Native eCommerce and Booking Solution Terms (“Business Plan Terms” or “Terms”), are entered into between Duda, Inc., on behalf of itself and its subsidiaries (collectively, “Duda,” “we,” “us,” or “our”), and you, if you are an individual or sole proprietorship, or the legal entity on whose behalf you are acting (“Company,” “You,” or “Your”). These Terms govern Company’s access to and use of the Payment Solution, Booking Solution, Marketing Automation, and related services made available by Duda under a Business Plan (collectively, “Business Plan Services”). These Terms become effective when Company purchases, activates, enables, accesses, or uses any Business Plan Service. By doing so, Company agrees to these Terms.

These Terms supplement and are incorporated into the agreement governing Company’s use of the Duda Platform, whether that agreement consists of a negotiated agreement, an Order Form, the Duda Master Subscription Terms and Conditions, or the Duda Terms of Service (“Company Contract”). Duda’s applicable Product Terms, Privacy Policy, and Data Processing Addendum (“DPA”) are also incorporated by reference. Collectively, the Company Contract, these Terms, and the incorporated policies form the “Agreement.” The order-of-precedence provisions in the Company Contract will apply. If the Company Contract does not establish an order of precedence, the following order will control: (a) an applicable Order Form or negotiated agreement; (b) these Terms, solely for the applicable Business Plan Service; and (c) the Company Contract.

Legacy Names. These Terms replace and continue the Duda Native eCommerce and Booking Solution Terms. References in the Platform, pricing pages, ordering flows, Order Forms, customer communications, or other materials to “Duda Native eCommerce,” “Duda Native Booking,” “Duda Bookings & eCommerce,” the “Native eCommerce Add-On,” or similar legacy names mean the applicable Business Plan or Business Plan Service governed by these Terms. A change in name does not terminate or replace an existing subscription or, by itself, change applicable fees, commitments, or included functionality.

By purchasing, activating, enabling, accessing, or using any Business Plan Service:

You have read and agree to be bound by all the terms and conditions of the Business Plan Terms, the Payment Processor Terms (as defined below), and any Third Party Services you use;
If You are entering into this agreement on behalf of an entity, You have the authority to bind such entity to these terms;
You are 18 years or older and
You are not party to any agreement that conflicts with or restricts you from entering into or performing your obligations under this Business Plan Terms or any part thereof.

Duda may modify, suspend, restrict, disable, or discontinue any Business Plan Service or feature at any time, subject to the Agreement and Applicable Law. Duda will not be liable to Company or any third party for any such action, including any resulting loss of profits, revenue, data, goodwill, or other intangible loss, except where Applicable Law prohibits such exclusion.

1. Definitions

“Applicable Law” means all laws, regulations, and binding telecommunications-provider or payment-network requirements applicable to the relevant party, service, transaction, communication, sender, or recipient.
“End Users” means the customers of Your Clients that use the Payment Solution to facilitate payments.
"Operating Regulations" means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any Payment Network or other payment methods used to process any Transaction, as any or all of the foregoing may be amended and in effect from time to time.
“Payment Networks” means credit card payment networks and/or digital wallets including, but not limited to, Visa, Mastercard, American Express, and/or Discover.
“Payment Processor” means the entity that will process the payment instructions from the Payment Solution as may be changed in accordance with the terms hereof.
“Payment Processor Privacy Policy” means the privacy policy designated by the applicable Payment Processor.
“Payment Processor Services” means the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Payment Processor.
“Payment Processor Terms” mean the terms designated by the applicable Payment Processor and any terms incorporated therein.
“Recipient” means an individual or entity to whom Company or a Client directs or attempts to direct a communication through Marketing Automation.
“Reversed Transactions” are Transactions which have been canceled due to a dispute, refund, or reversal.
“Transactions” means payments from End Users or Clients using the Payment Solution.

2. Payment Solution Details

Duda currently uses Stripe, Inc. as the Payment Processor to facilitate the Payment Solution. By using the Payment Solutions you acknowledge and agree to comply with Stripe’s Connected Account Agreement available https://stripe.com/legal/connect-account which are incorporated herein by reference. The Stripe Privacy Policy is available here: https://stripe.com/privacy. By accepting this Business Plan Terms, you agree that you have reviewed and agreed to the Stripe Terms of Service, the Privacy Policy, and any other Payment Processor Terms.
Duda is not a party to the Payment Processor Terms and is not liable to You, Your Clients, or their End Users with respect to the Payment Processor Services, which are provided solely by the Payment Processor. All dealings are solely between the respective parties, and Duda makes no representations or warranties on behalf of You, Your Clients, the End Users, or the Payment Processor, their affiliates, and the acquiring bank.
Duda may, subject to Applicable Law, replace the Payment Processor or use an alternate Payment Processor to accommodate a particular use case. In such event, we will send You notice of the alternate or replacement Payment Processor’s terms to the email contact information You provide. By continuing to use the Payment Solution after notice of a replacement Payment Processor you are representing and warranting that you have read the terms of such replacement Payment Processor and agree to them. If You do not accept the alternate Payment Processor terms, you are not authorized to use the Payment Solution.
Authorization. You fully authorize Duda to provide instructions to the Payment Processor regarding Transactions, request changes to the set up on Your behalf, and complete anything else necessary to enable the Payment Solution.

3. Registration & Company Information

Registration. Upon connecting to the Payment Solution, You must register and provide any and all Company Information required by Duda or the Payment Processor. By registering, You authorize Duda to take any action together with the Payment Processor in order for You to use the Payment Solution.
All Company Information and documentation You provide in connection with the Payment Solution must be complete, up to date, and accurate. You are solely and fully liable for the accuracy, consistency and completeness of the Company Information and all other information provided by You or on Your behalf in connection with the Payment Solution.
Your Information. Your Company Information and any other Personal Data is subject to the Payment Processor Privacy Policy, and, in the event any such information is provided to Duda, Duda’s Privacy Policy. You expressly acknowledge and agree that Duda may share information provided by You, including Your Company Information, Personal Information, and information related to Transactions, to the Payment Processor and/or any affiliates.
Duda has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Payment Solution.

4. Your Obligations, Representations, and Warranties

As between You and Duda, You understand that You are solely responsible for the accuracy of the Transaction information.
You will enter into an agreement with Your Client that contains any required terms necessary to comply with this Business Plan Terms. Such terms shall, at a minimum, contain a warranty disclaimer, an obligation to comply with Applicable Law, any terms required by the Payment Processor, and a method of redress for Your Clients and their End Users to issue complaints regarding the Payment Solution to a party other than Duda. As between You and Duda, You are solely responsible for all Transactions, including Reversed Transactions. Duda is not responsible for any Reversed Transactions, and You shall be liable for the Reversed Transaction amount and all related costs such as fines, services fees, penalties and/or expenses associated with the Reversed Transactions.
You represent and warrant that You will, at all times:
1. Provide true, complete, accurate, and valid information as requested by Duda and/or the Payment Processor;
2. Comply with all Applicable Law, including all laws related to consumer transactions, eCommerce, product sales, warranties, and refunds; and
3. Use best efforts to ensure that the instructions that You provide to Duda and/or the Payment Processor regarding Transactions are accurate and complete.
4. You further warrant and represent that:
  1. Your use of the Payment Solution is in compliance with Applicable Laws, including without limitation, applicable export or import controls and regulations and sanctions.
  2. You and the legal entity You represent are authorized to conduct business in the jurisdictions in which You operate;
  3. You are not a resident of any country embargoed by the United States, nor are You subject to any other trade sanctioning regulations; and
  4. You shall act in accordance with any applicable Operating Regulations and your contracts with your Customers shall require that they comply with all Operating Regulations.
5. You are responsible for ensuring that You, Your Clients and Your Sites comply with all applicable laws governing online sales, including consumer protection, tax, and product safety requirements, and for the accuracy of all product listings, pricing and fulfillment.

5. Fees & Payments

Your use of the Payment Solution is subject to Your payment of the fees and charges set forth in Your Contract or as otherwise agreed between the parties (“eCommerce Fees”). You understand that the eCommerce Fees may be amended in accordance with Your Order Form or as otherwise agreed between the parties. The eCommerce Fees will be billed in accordance with the payment terms in Your Contract.

6. Modifications

These Business Plan Terms may be altered, modified or changed by Duda, from time to time, at Duda’s discretion. If any such changes meaningfully impact Your rights, Duda shall provide You with reasonable notice, as described below.
Duda will notify You of such changes at least seven (7) Business Days before such modification. “Business Days” means Monday through Friday, except for holidays observed by Duda. Any of the following methods of notice (“Change Notice”) is considered sufficient notice to You of a modification to the Program or the Agreement:
1. Email notification to the email address provided during registration;
2. Notification on Duda’s website of a change notice of the Business Plan Terms.
The changes will be effective seven (7) Business Days after the Change Notice is provided (unless Duda provides a longer notice period).
If any modification is unacceptable to You, Your sole recourse shall be to terminate the Business Plan Terms prior to the date when the change is to take effect. Your continued use of the affected Business Plan Service following posting of a Change Notice will constitute binding acceptance of such change.

7. Term and Termination

Term and Termination. The Business Plan Terms shall be effective as of the date You first access or enable a Business Plan Service, and shall remain in effect while You have access to a Business Plan Service.
1. Company may cancel an individual Business Plan Service in accordance with the Company Contract, applicable Order Form, or Platform cancellation process. Termination of an individual Business Plan Service does not terminate Company’s access to other Business Plan Services.
Material Breach. In the event you breach the terms of this Business Plan Terms, Duda may, at Duda’s discretion, terminate this Agreement and Your access to the Payment Solution.
Inactivity. If Your account remains inactive, or if Your Company Contract with Duda terminates, Duda may immediately terminate this Business Plan Terms and Your access to any Business Plan Service.
Suspension & Termination. Duda may suspend or terminate an individual Business Plan Service for Company’s breach, nonpayment, inactivity, unlawful use, provider action, security risk, or as otherwise permitted by the Agreement. Termination of Company’s relationship with a Payment Processor terminates access to the affected Payment Solution. Termination or unavailability of another provider may terminate or restrict only the Business Plan Service that depends on that provider.
Company Contract Termination. This Business Plan Terms shall terminate immediately upon termination of Your Company Contract. Termination of the Company Contract terminates Company’s access to all Business Plan Services. Upon termination, Company will stop using the affected Business Plan Services. Data will be handled under the DPA and applicable retention practices. Termination does not relieve Company of accrued payment, reimbursement, indemnification, or other surviving obligations.
Survival. Any provision of the Business Plan Terms that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the Business Plan Terms and continue in full force and effect thereafter.

8. Duda’s Representations and Warranties; Disclaimers

Duda Representations and Warranties. Duda represents and warrants that:
1. it has all necessary right, power and authority to enter into and perform the Business Plan Terms;
2. its performance under the Business Plan Terms does not and will not violate or cause a breach of the terms of any other agreement to which it is a party.
DISCLAIMER. ALL BUSINESS PLAN SERVICES, AND ALL RELATED INFORMATION, MATERIALS, SERVICES, AND TECHNOLOGY, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DUDA DOES NOT WARRANT THAT ANY BUSINESS PLAN SERVICE WILL CONTINUE TO OPERATE, BE AVAILABLE WITHOUT INTERRUPTION, BE ERROR-FREE, OR MEET COMPANY’S REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUDA DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
DUDA SHALL NOT BE RESPONSIBLE FOR ANY FAULTS, DELAYS, OR INTERRUPTIONS IN THE PAYMENT SOLUTION OR OTHER BUSINESS PLAN SERVICE.
DUDA SHALL HAVE NO LIABILITY WITH RESPECT TO THE CUSTOMERS, THE CLIENTS, THE END USERS, AND/OR THE CUSTOMERS’ PRODUCTS AND SERVICES AND ANY TRANSACTIONS ENTERED INTO BY SUCH PARTIES. DUDA SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED, FRAUDULENT, ILLEGAL, IMPROPER OR ERRONEOUS USE OF THE PAYMENT SOLUTION. DUDA WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN CONNECTION WITH ANY ACT OR OMISSION OF THE PAYMENT PROCESSOR AND/OR THE PAYMENT NETWORKS.

9. Indemnification

You shall defend, indemnify and hold harmless Duda, and their officers, directors, employees, agents, representatives and personnel (“Duda Indemnitees”) from and against any and all third party claims, demands, judgments, liabilities, losses, and causes of action of any third parties, and any costs (including reasonable attorneys’ fees) associated therewith, to the extent arising out of or related to the following (collectively, “Indemnified Claims”):
1. Your breach of any representation, warranty, or obligation under this Business Plan Terms;
2. Any inaccurate, incomplete or out of date Company Information;
3. Any actions taken by Duda or its service providers in accordance with information or instructions provided by You;
4. the gross negligence or willful misconduct of You or Your employees or agents;
5. Any claim by a Client or End User or any obligation owed to any Client or End User;
6. Any claims with respect to Reversed Transactions. and all related costs such as fines services fees, penalties and/or expenses associated with the Reversed Transactions; or
7. Gross negligence, fraud, or willful misconduct on the part of You or any of Your officers, directors, employees, representatives or services providers.
Duda will (at Your sole expense) reasonably cooperate to facilitate the settlement or defense of an Indemnified Claim. You are solely responsible for defending any Indemnified Claim against a Duda Indemnitee, subject to such Duda Indemnitee’s right to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Indemnified Claims against a Duda Indemnitee; provided however, that You will not agree to any settlement that imposes any obligation or liability on a Duda Indemnitee without such Duda Indemnitee’s prior express written consent.

10. Limitation of Liability

EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, AND YOUR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS:
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BUSINESS PLAN TERMS.
IN NO EVENT WILL DUDA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A BUSINESS PLAN SERVICE EXCEED THE FEES PAID BY COMPANY TO DUDA FOR THAT BUSINESS PLAN SERVICE DURING THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. IF COMPANY PAID NO SEPARATE FEE FOR THE AFFECTED BUSINESS PLAN SERVICE, DUDA WILL HAVE NO LIABILITY FOR THAT SERVICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Third Party Services

In connection with Your use of the Payment Solution, You may be aware of services and products offered by third parties (e.g. tax assistance solutions or the Booking Solution) (“Third Party Services”). Portions of the Services provided by third parties shall be subject to such entity’s terms and conditions, and Your use of such entity’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions. If You decide to use Third-Party Services, You are responsible for reviewing and understanding the terms and conditions governing the Third Party Services, and acknowledge that the third party is responsible for the performance of such services.
1. Booking Solution. Customer shall be able to purchase an integrated booking solution that may be included as a standalone service or incorporated with Duda Native eCommerce Add-On (“Booking Solution”). By utilizing the Booking Solution, you agree to the terms contained herein and the terms designated by the applicable Booking Solution Partner (“Booking Solution Partner Terms”). The current Booking Solution Partner Terms are located here (https://cal.com/terms), and may change from time to time if the Booking Solution Partner updates the terms of if Duda designates a new Booking Solution Partner. The Booking Solution is provided “as is” and Duda disclaims all warranties of any kind, including any warranties that the Booking Solution will be uninterrupted, error free, or meet Company’s needs.
2. Duda may, subject to applicable law, replace the Booking Solution or use an alternate Booking Solution Partner to accommodate a particular use case. In such event, Company will receive notice of the alternate or replacement Booking Solution Partner and Company must accept such terms to continue use of the Booking Solution. If Company does not agree to such alternate terms, Company’s sole recourse will be to terminate the Booking Solution. If required, Duda will use reasonable efforts to assist Company to migrate Sites from one booking solution to the alternative designated by Duda.
You acknowledge and agree that regardless of the manner in which 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 the Third Party Services, and does not in any way endorse the 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.
Duda shall have the right, at any time, at its sole and exclusive discretion to remove any Third-Party Services and/or disable access to Third-Party Services.

12. Marketing Automation

Marketing Automation Services. Marketing Automation enables Company and its Clients to collect and manage contact information and create, schedule, automate, send, and analyze email, SMS, and other communications. Available channels, features, locations, limits, and functionality may vary by plan, account, sender, recipient location, or use case. Duda may enable, restrict, suspend, or discontinue any channel or feature at any time.
Company Controls Communications. Company and its Clients determine the recipients, purposes, content, timing, frequency, and channels of their communications. Company and each applicable Client act as the controller or business for their customer-directed processing. Duda acts as a processor or service provider when it processes Personal Data on their documented instructions, as described in the DPA. Duda may separately process information for its own legitimate purposes, including billing, security, fraud prevention, abuse detection, legal compliance, and service administration.
Responsibility for Clients. Company is responsible for all Marketing Automation activity conducted through its account, including activity by its Clients and authorized users. Company will bind each Client to terms that are at least as protective of Duda as these Terms. Company remains responsible for each Client’s acts and omissions.
Recipient Authorization. Company represents and warrants that it has a lawful basis to send each communication to each Recipient. Company must obtain prior affirmative, channel-specific consent whenever required by Applicable Law, Duda, a service provider, or a telecommunications provider. Informational SMS requires prior express consent. Promotional or marketing SMS requires prior express written consent. Consent must identify the sending business, channel, and authorized subject matter. Blanket consent, consent obtained on behalf of an unidentified third party, and purchased, rented, sold, or transferred consent are prohibited.
Company will maintain complete and accurate records identifying the Recipient, sending business, authorized channel, communication type, consent language, date, time, source, method, and any withdrawal or change. Company will provide these records promptly upon Duda’s request.
Contact Sources and Imports. Company will not use purchased, rented, scraped, harvested, or unlawfully obtained lists. Company may use a transferred or shared list only if each Recipient validly authorized communications from the applicable sending business. Company must reconfirm consent when required by Applicable Law, the Messaging AUP, or Duda.
Company will not treat a purchase, booking, membership, inquiry, or inclusion in a customer database as marketing consent unless Applicable Law expressly permits that treatment. Duda may require attestations or supporting records before allowing imported contacts to receive communications.

By importing contacts, Company certifies that it has the right to process each contact and send the selected communication through the selected channel.
Campaign Requirements. Company will ensure that every communication:
1. accurately identifies the sending business;
2. uses accurate and non-deceptive sender, routing, and subject information;
3. includes all legally required disclosures, contact information, and physical addresses;
4. does not misrepresent Duda’s involvement or endorsement;
5. complies with the Messaging Acceptable Use Policy; and
6. complies with all laws applicable to Company, the sender, the recipient, and the communication.
Opt-Outs and Suppression. Company will not remove, obscure, disable, or circumvent any unsubscribe, STOP, preference-management, or suppression feature supplied by Duda.
Company will promptly honor every opt-out or revocation received through Duda, a service provider, directly from a recipient, or through any other legally recognized method. An opt-out may not be reversed without valid new consent. Imports, API calls, automations, account reactivation, or contact recreation may not override suppression.

Duda may suppress a recipient across one or more sites, brands, accounts, senders, or channels when reasonably necessary to honor a request or protect Duda, its providers, or recipients.
SMS Requirements. Before sending SMS, Company will:
1. obtain and document all required consent under the Recipient Authorization provision;
2. complete all required sender, number, campaign, business, toll-free, carrier, or messaging-program verification;
3. comply with applicable federal, state, international, carrier, and industry requirements;
4. observe applicable quiet hours and frequency restrictions;
5. ensure the initial message states “Reply STOP to unsubscribe,” or provides an equivalent legally permitted notice;
6. honor STOP, STOPALL, UNSUBSCRIBE, OPTOUT, CANCEL, END, REVOKE, QUIT, and any other legally recognized revocation method;
7. send no more than one non-marketing confirmation after an opt-out;
8. provide required message-frequency, help, opt-out, and message-and-data-rate disclosures;
9. refrain from further messaging until the Recipient provides valid new consent; and
10. maintain accurate sender and customer-service information.
11. Duda may restrict SMS by sender location, recipient location, number type, industry, content, use case, or verification status.
Marketing Automation Acceptable Use Policy. Company and its Clients will comply with the Duda Marketing Automation Acceptable Use Policy, available at https://www.duda.co/legal/marketing-automation-acceptable-use and incorporated into these Terms by reference. Duda may update that policy as permitted by the Agreement. Violations or suspected violations are subject to the monitoring and enforcement provisions of these Terms.
Service Providers and Carriers. Duda may use third-party communications providers, telecommunications carriers, aggregators, and infrastructure providers to provide Marketing Automation. Their requirements may affect availability, deliverability, pricing, verification, message content, and permissible use.
Duda may implement or pass through provider or carrier restrictions without liability. No provider or carrier terms expand Duda’s obligations or reduce Duda’s rights under the Agreement.
Monitoring and Enforcement. Duda and its providers may monitor campaigns, content, sending patterns, complaints, bounces, delivery failures, opt-out rates, and other usage indicators.
1. Duda may reject, delay, block, throttle, investigate, suspend, or terminate any campaign, automation, sender, channel, site, Client, or account. Duda may act without notice where it reasonably suspects unlawful activity, spam, phishing, fraud, security risk, provider noncompliance, reputational harm, or excessive complaints. No refund or credit is due for enforcement under this Section.
Usage Limits and Charges. Marketing Automation is subject to the limits displayed in the Platform, applicable ordering flow, published pricing, or Order Form. When a limit is reached, Duda may stop or delay sending or offer additional usage, an upgrade, or another plan.
Company is responsible for all approved subscription, usage, overage, carrier, registration, verification, remediation, and third-party charges. Company will reimburse Duda for fines, penalties, assessments, or extraordinary costs arising from Company’s or its Clients’ campaigns or noncompliance.
Data and Termination. Company is responsible for exporting and backing up subscriber lists, campaigns, consent records, and other Client Data during the subscription term. Upon expiration, cancellation, suspension, or termination of Company’s access to Marketing Automation, access may terminate immediately.
1. Duda may delete applicable Client Data in accordance with the DPA and its retention practices. Duda has no obligation to restore deleted data. Duda may retain minimal suppression, consent, security, fraud, billing, and legal-compliance records where permitted by Applicable Law.
AI Features. If Marketing Automation includes an AI Feature, the Artificial Intelligence Product Terms apply. Company must review and approve all recipients, content, timing, channels, and campaigns before activation or sending. Company remains responsible for AI-generated campaign content and instructions.
No Compliance Assurance. Marketing Automation provides tools that may support Company’s compliance. It does not determine whether Company has valid consent or whether a campaign complies with Applicable Law. Duda does not warrant deliverability, recipient engagement, campaign results, or legal compliance.
No Deliverability Warranty. Duda does not warrant or guarantee that any communication will be transmitted, delivered, received, displayed, rendered correctly, or placed in a Recipient’s inbox. Delivery may depend on third-party communications providers, telecommunications carriers, internet service providers, device manufacturers, filtering systems, Recipient settings, sender reputation, authentication configuration, message content, and other factors outside Duda’s control. Duda does not warrant the accuracy or completeness of delivery, bounce, open, click, engagement, or other campaign analytics. Company remains responsible for reviewing campaign results and maintaining independent records appropriate for its legal and business needs.
Marketing Automation Indemnification. Company’s indemnification obligations include claims, investigations, fines, penalties, carrier assessments, provider charges, remediation costs, and expenses arising from:
1. Company’s or its Clients’ campaigns;
2. recipients, contact sources, consent, or opt-outs;
3. message content, timing, frequency, or sender identity;
4. violation of Applicable Law or the Messaging Acceptable Use Policy; or
5. breach of provider or carrier requirements attributable to Company or its Clients.
The defense, settlement, notice, and cooperation procedures in the general Indemnification provision apply to this Marketing Automation indemnity.
Reimbursement. Company will reimburse Duda on demand for carrier assessments, provider charges, fines, penalties, registration costs, remediation expenses, and other amounts imposed on or incurred by Duda because of Company’s or its Clients’ campaigns, conduct, or noncompliance. This reimbursement obligation applies whether or not the amount arises from a third-party claim subject to indemnification.

13. Notices

Any notices sent pursuant to this Business Plan Terms shall be sent to You at the contact email address listed upon registration; and to Duda at legal@duda.co.

14. Independent Contractors

The Parties are independent contractors. Nothing contained in this Business Plan Terms will be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof; and exclusive jurisdiction and venue for any action arising under the Agreement shall be in the federal and state courts located in New Castle County, Delaware, and both Parties hereby consent to such jurisdiction and venue for this purpose.

16. General

Assignment. The assignment provisions of Your Contract shall govern this Business Plan Terms.
No Waiver. The failure of either Party to insist upon strict performance of any of the provisions contained in the Business Plan Terms shall not constitute a waiver of any rights contained herein, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions in the Business Plan Terms.
Severability. In the event that any provision of the Agreement, including the Business Plan Terms, shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.