PLEASE READ CAREFULLY: THIS MASTER SERVICES AGREEMENT is between DRUNDO LLC. (“Drundo”) and the individual or entity (“ Customer”) for certain computer infrastructure and related services provided by Drundo as ordered or accepted pursuant to the Terms of Service (“Services”). The Customer’s use of and access to Services is governed by the Master Services Agreement, which includes the Terms of Services, Service Level Agreement, Privacy Agreement, IP Address Policy, Drundo Acceptable Use Policy, and relevant appendices

BY CLICKING OR CHECKING THE BOX PRESENTED WITH THE MSA, OR INSTALLING OR USING THE
SERVICES, THE CUSTOMER AGREES THAT (1) CUSTOMER HAS ACCEPTED THE MSA IN ITS ENTIRETY, (2) AGREES TO BE BOUND BY THE MSA (AS
AMENDED FROM TIME TO TIME AS PROVIDED IN SECTION 19.1 OF THE TERMS OF SERVICE, (3) IF THE CUSTOMER IS AN INDIVIDUAL, THEN THE
INDIVIDUAL REPRESENTS AND WARRANTS THAT HE HAS THE LEGAL RIGHT TO ENTER INTO THE MSA AND IF THE CUSTOMER IS AN ENTITY,
THEN THE INDIVIDUAL WHO AGREES TO THE MSA REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY
AND (4) THIS MSA CONSTITUTES A BINDING AND ENFORCEABLE OBLIGATION BETWEEN DRUNDO AND CUSTOMER. IF THE CUSTOMER DOES
NOT AGREE WITH ALL THE TERMS OF THIS MSA AND DOES NOT AGREE TO BE BOUND BY THIS MSA, PLEASE DO NOT CLICK OR CHECK THE BOX
PRESENTED WITH THE MSA OR INSTALL OR USE THE SERVICES.

3.1 Collection of PII. The collection and use of PII is governed by the Privacy Agreement.

4. USE OF AND ACCESS TO THE SERVICES.

4.1 Ordering and Modification of Services. Customer may order Services and all upgrades to such Services through the Customer Portal or as otherwise designated by Drundo. Drundo may accept such Orders in its discretion and shall give notice to Customer of acceptance of such Order through the Customer Portal. For downgrades or cancellation of Services, Drundo requires a written cancellation notice by cancellation ticket in accordance with the procedures in the Customer Portal and through the Customer Portal a minimum of 24 hours prior to 00:00:01 EST (GMT-4) on the Anniversary Billing Date for downgrades or discontinuance of Services. The failure to provide the required 24-hour written notice will result in the downgrade or discontinuance of Services being effective on the following Anniversary Billing Date, and the Customer will be charged for the Services during the relevant Renewal Term. Any Services cancelled prior to such 24-hour period will remain accessible to Customer until the automated process reclaims the server on the Anniversary Billing Date.
4.2 Rights to Use Services. Subject to the terms and conditions of this MSA (including the Term), Drundo grants Customer a non-exclusive, non-transferable, non-sublicenseable (except to the extent required to exercise rights under Section 4.2(b)), revocable right in the Services solely to:
(a) use and access the Services for internal purposes; and (b) use the Services to create, offer, and provide the Customer Offerings.
4.3 Customer Obligations: Customer agrees to do each of the following: (i) comply with all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act and related inter national anti-corruption laws and the Digital Millennium Copyrig ht Act and related copyright laws; (ii) pay the fees for the Services when due; (iii) use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it pr ovides access; (iv) cooperate with SoftLay er’s investigation of outages, security problems, and any suspected breach of the MSA; (v) comply with all license terms or terms of use for any software, content, service or website (including Customer Content) which Customer uses or accesses when using the Services; (vi) give Drundo true, accurate, current, and complete Acc ount Information; (vii) keep Customer’s Account Information up to date; (viii) be re sponsible for the use of the Services by Customer and Custome r End Users and any other person to whom Customer has given access to the Customer Offering; (ix) comply with the T PS Agreements; (ix) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify Drundo of any known or suspected una uthorized use of Customer’s account, the Services or any other breach of security; and (xi) where the Customer provides Customer Offering as per mitted under this Agreement, Customer must enter into an agreement with Customer’s End User which shall include the relevant terms of this Agreement and release Drundo from any and all liability for damages or losses Customer’s End Users may incur as a result of using the Customer Offering. Customer may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Customer may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug, and Cosmetic Act. Customer may not resell any of the Services alone to any Third Party without first entering into a reseller agreement with Drundo.

4.4 Special Terms for Third Party Services. To the extent Customer orders Third Party Services under TPS Agreements, Drundo is not responsible for such Third Party Services, and the provider of the Third Party Service is solely responsible for providing such Third Party Services. However, the Customer also agrees that the following terms of the TOS apply to such Third Party Services: Sections 8, 9, 10, 11, 15 and 16.

Terms of Service (“TOS”) – PAYMENT

5.1 Fees: All fees for the provision of Services (except as provided below for Additional Service Fees, Hourly Service Fees, and One-Time Fees) are due in advance of the first day of the relevant term. For example, the fees for such Services during the Initial Term shall be due on the Effective Date or before the provision of Services. The fees for the Services for Renewal Term would be due on or prior to the Anniversary Billing Date for such Renewal Term. The amount due may be adjusted by the addition of Services, upgrade of Services, discontinuance of Services, or downgrade of Services, and through the use of SLA Credits. The fees for additional or upgraded Services for which the Order is accepted on the Anniversary Billing Date will be due on the Anniversary Billing Date. The fees for additional or upgraded Services for which the Order is accepted after an Anniversary Billing Date will be prorated on a calendar day basis to the next Anniversary Billing Date and billed as a one-time pro-rata charge on the next Anniversary Billing Date. Such fees will be due for the following Renewal Terms until cancelled as provided in Section 4.1.
5.2 Additional Service Fees/Hourly Service Fees/One Time Fees: For fees for additional services such as CDN overages, bandwidth use overages, backup overages, and VMWare use (including archive storage), payment shall be due on the next Anniversary Billing Date. For Orders for Hourly Services, Customer shall specify the period of time for which the Hourly Services are requested in minimum increments of one hour, and payment shall be due on the next Anniversary Billing Date. One-time fees, such as setup fees, bandwidth, storage, administrative fees, and late fees, are due and payable when invoiced, and/or as agreed by Drundo through the Customer Portal.
5.3 Payment Methods: The payment shall be made by the credit card maintained on file with Drundo, automatic file transfer, or such other method as approved by Drundo. For methods such as credit cards, the payment of fees shall be automatic on the due date.
5.4 Taxes: All prices and fees specified in or referred to in this MSA are stated exclusive of any tax, including withholding tax, sales, use, value-added, levies, import and customs duties, excise or other similar or equivalent taxes imposed on the supply of Services. Any sales, use , levies, excise, withholding taxes or similar charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the Services shall be paid by the Customer. Neither party shall be liable for the other party’s taxes based on income. If withholding tax applies to any payments for Services made under this MSA, the Customer may deduct such taxes and shall pay such taxes to the appropriate tax authority; provided that Customer shall provide Drundo with an official receipt for any such taxes withheld and must notify Drundo prior to payment that withholding tax is required to be paid and Customer shall pay to Drundo any additional amount to ensure that Drundo receives the full amount of the invoice. If Drundo has the legal obligation to pay or collect taxes for which Customer is responsible under this paragraph, the appropriate amount shall be charged to and paid by Customer in addition to the amount of th e invoice, unless Customer provides Drundo with a valid tax exemption certificate
authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.
5.5 SLA Credits: SLA Credits, if issued to Customer’s account, shall be used only to offset future charges for certain Services as provided in the Service Level Agreement. SLA Credits may not be sold, converted to cash, or transferred to Third Parties or Affiliates. SLA Credits shall expire on the termination or expiration of the MSA.

5.6 Refunds & Disputes: All fees paid for Services to Drundo are non-refundable. If the Customer believes that the bills are in error, the Customer’s sole and exclusive remedy is to seek SLA credits through the Customer Portal by opening an accounting ticket to give notice to Drundo within 30 days of the receipt of the disputed bill. Any invoice not disputed by Customer in accordance with Section 5.7 within 30 days of receipt of the invoice shall be conclusively accepted by Customer as correct. Customer shall not chargeback any credit card payments to Drundo, and any such chargeback will result in an additional payment to Drundo of up to $500, which is a reasonable estimate of Drundo’s additional administrative costs. Customer is responsible for any fees and expenses (including, but not limited to, reasonable attorneys’ fees, court costs, and collection agency fees) incurred by Drundo in enforcing the collection of fees.

6. OWNERSHIP OF SITE:

Customer hereby acknowledges and agrees that Drundo (or its licensors) own all legal right, title and interest in and to the Site and the Services provided by Drundo, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Services (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between Customer and Drundo, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its content (except for any Customer Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Drundo or its licensors.

7. INDEMNIFICATION BY CUSTOMER: Customer hereby agrees to indemnify, defend and hold harmless Drundo and its parents, Affiliates, licensors and providers of Third Party Services, and their respective directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the “Drundo Parties”) (Drundo and each of the Drundo Parties an “Indemnified Party”), from and against any and all liability (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Parties in connection with any actual or alleged claim (“Claim”) arising out of: (a) Customer’s use of the Services or Third Party Services; (b) any breach or alleged breach by Customer of this MSA; (c) any breach or alleged breach by Customer or Customer End Users of a Third Party’s rights, including, without limitation, any actual or alleged in fringement or misappropriation of a Third Party’s copyright, trade secret, patent, trademark, privacy, publication or other proprietary right; (d) any damage caused by or alleged to have been caused by Customer or Customer End Users to the Site or Services; or (e) any actual or alleged violation or non-compliance by Customer or Customer End Users with any applicable law, court order, rule or regulation in any jurisdiction. The counsel which Customer selects for the defense or settlement of a Claim must be approved in writing in advance by Drundo prior to such counsel being engaged to represent the Indemnified Parties. Customer shall not, in any event, consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Drundo or any Drundo Party without the prior written consent of Drundo and/or the applicable Drundo Party(s). Customer and Customer’s counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested by the Drundo or the Drundo Parties in the defense or settlement of any such matter.

8. DISCLAIMER OF WARRANTIES: EXCEPT AS REQUIRED BY LAW, CUSTOMER’S USE OF THE SITE AND SERVICES IS ENTIRELY AT CUSTOMER’S OWN DISCRETION AND RISK. THE SITE AND SERVICES ARE FURNISHED BY DRUNDO “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. Drundo; (A) EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SER VICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR ITS AND CUSTOMER END USERS’ USE OF THE SERVICES.

9. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT AS REQUIRED BY LAW IN NO EVENT WILL Drundo BE LIABLE TO CUSTOMER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF Drundo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. LIMITATION OF LIABILITY. EXCEPT AS REQUIRED BY LAW Drundo WILL NOT BE LIABLE TO CUSTOMER FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICES. IF, NOTWITHSTANDING THE FOREGOING, Drundo IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THE SERVICES, Drundo’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES FOR THE SIX MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO Drundo’S LIABILITY.

11. ALLOCATION OF LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTIES, DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY IN THE MSA AND IN THE OTHER PROVISIONS OF THIS MSA AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH Drundo WOULD NOT HAVE ENTERED INTO THIS MSA. DRUNDO’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THESE LIMITATIONS.

12. ARBITRATION: Any controversy or claim arising from the Services or related to this MSA or breach thereof shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The number of arbitrators shall be one, and such arbitrator shall be an independent third party mutually agreeable to the Parties. The venue and jurisdiction requirements set forth below apply to any arbitration proceedings. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all claims covered by this arbitration provision. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this MSA, to enforce an arbitration award, or to obtain temporary injunctive relief pending a judgment based on the arbitration award. Notwit hstanding the provisions of this Section 13, Customer acknowledges that Customer’s breach of Sections 4.2,4.3 or violation of any terms and conditions of the AUP would cause irreparable injury to Drundo and agrees that in the even t of any such breach, Drundo shall be entitled to seek temporary and preliminary injunctive relief, to the extent allowed under the rules of the American Ar bitration Association, without the necessity of proving actual damages or posting any bond or other security.

13. TRADEMARKS. Customer hereby grants to Drundo a non-exclusive, worldwide, royalty-free, fully paid-up license during the Term to use Customer’s trademarks, marks, logos, or trade names in connection with Drundo’s provision of Services (including support of Services) to Customer and to be listed as a customer of the Services by Drundo or its designees. The license granted in this Section 14 will include the right of Drundo to sublicense its Affiliates and any Third Parties providing all or part of the Services on behalf of Drundo to achieve the foregoing.

14. SUSPENSION.
14.1 Suspension. Drundo may suspend provision of Services to Customer wit hout liability if: (i) Drundo reasonably believes that the Services are being used (or have been or will be used) by Customer in violation of the MSA or any applicable law, court order, rule or regulation in any jurisdiction; (ii) Customer does not cooperate with Drundo’s investigation of any suspected violation of the MSA or any applicable law, co urt order, rule or regulation in any jurisdiction; (iii) Drundo reasonably believes that Services provided to Customer have been accessed or ma nipulated by a Third Party without Customer’s consent or in violation of the MSA; (iv) Drundo reasonably believes that suspension of the Services is necessary to protect Drundo’s network or other Drundo customers; (v) a payment for the Services is overdue by more than 5 days including the Anniversary Billing Date (and in addition, Drundo may, in Drundo’s sole discretion, continue to make the Services available through the Public Network and may suspend such access to the Private Network if the fees are not paid within 7 days of the due date); (vi) the continued use of the Services by the Customer may adversely impact the Services or the systems or content of any other Drundo customer, (vii) Drundo reasonably believes that the use of the Services by Customer may subject Drundo, its Affiliates, or any Third Party to liability; or (viii) suspension is required by law, statute, regulation, rule or court order. Drundo will give Customer reasonable advance notice of a suspension under this paragraph an d a chance to cure the grounds on which the suspension are based, unless Drundo determines, in Drundo’s reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Drundo or its other customers from operational, security, or other risk or the suspension
is ordered by a court or other judicial body. A violation of the Flow-Through Provision shall be treated the same as a violation of the MSA for this provision. If Drundo suspends the Customer’s right to access or use any portion or all of the Service:

a. Customer remains responsible for all fees and charges Customer has incurred through the date of suspension;
b. Customer remains responsible for any applicable fees and charges for any Services to which Customer has continued to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
c. Customer will not be entitled to any SLA Credits under the Service Level Agreement for any period of suspension; and
d. at Drundo’s sole discretion, Drundo may terminate Customer’s access to Customer Content stored in the Services during a suspension, and Drundo shall not be liable to Customer for any damages or losses Customer may incur as a result of such suspension.

15. TERM.
15.1 Term. Except in the case of Hourly Services, which are provided based on the number of hours in the Order or as otherwise agreed to by the parties in writing, the term shall commence on the Effective Date and is automatically renewed each Anniversary Billing Date until the term is terminated as provided below.
15.2 Termination for Convenience. Customer may terminate the MSA for convenience at any time as provided in Section 4.1 through the Customer Portal. If Customer terminates this MSA for convenience, Customer shall pay Drundo all amounts that would be due within 5 days after such termination. Drundo may terminate the MSA for convenience upon providing Customer with notice of non-renewal at least 10 days prior to the expiration of the Initial Term or any Renewal Term.
15.3 Termination for Breach. Drundo may terminate the MSA immediately upon notice provided through the Customer Portal if: (i) Drundo discovers that the information Customer provided to Drundo about Customer’s proposed use of the Services or Account Information was inaccurate or incomplete; (ii) if Customer is an individual, Customer was not at least 18 years old or otherwise did not have the legal capacity to enter into the MSA, install, or accept Services at the time Customer submitted the Order, or if Customer is an entity, the individual submitting th e Order for Customer did not have the legal right or authority to enter into the MSA, install or accept Services on behalf of the person represented to be the Customer;
(iii) Customer payment of any invoiced amount is overdue, and Customer does not pay the undisputed overdue amount within 5 days of the due date;
(iv) Customer use of the Services or Customer End Users use of the Customer Offering in violation of this MSA and fails to remedy any violation within 5 days of Drundo’s written notice; (v) Customer or Cust omer End User violates the AUP; (vi) Customer’s account has be en suspended for 30 days or more; (vii) Customer has multiple violations of the MSA; or (viii) Customer fails to comply with any other provision of this MSA and does not remedy the failure within 30 days of Drundo notice to Customer describing the failure. Drundo will give Customer a written notice of termination under this paragraph unless Drundo determines, in Drundo’s reasonable commercial judgment, that a termination on shorter or contemporaneous notice is necessary to protect Drundo or its other customers from operational, security, or other risks. A breach of the Flow-Through Provision shall be deemed to be a breach of the MSA.
15.4 Access to Customer Content. The deletion of Customer Content is automatic upon termination or expiration of the MSA. Consequently, unless Drundo determines otherwise, Customer will not have access to Customer Content, and Drundo may immediately erase or delete Customer Content from its computer infrastructure after the effective date of termination or expiration of this MSA.
15.5 Effect of Termination. Upon expiration or termination of the MSA, Customer must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to Customer by Drundo and any other materials provided to Customer by Drundo in connection with the Services, including pointing the DNS for Customer domain name(s) away from the Services. Drundo will have no obligation to provide any transition services or access to data except as expressly stated in Section 16.4 above.
16. U.S. GOVERNMENT CUSTOMERS AND U.S. GOVERNMENT RIGHTS. Drundo provides the Services for ultimate federal government end use solely in accordance with the following license rights to use, modify, reproduce, release, perform, display, or disclose: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this MSA. This customary commercial license is provided in accordance with the Federal Acquisition Regulation (“FAR”) at 48 C.F.R. 12.211 (Technical Data) and FAR 12.212 (Software) for c ivilian agencies of the federal government, and, for Department of Defense transactions, the Defense Federal Acquisition Regulation Supplement (“DFARS” ) at 48 C.F.R. 252.227-7015 (Technical Data – Commercial Items), 48 C.F.R. 227.7202-3 (Rights in Commercial Computer Software or Computer Software Doc umentation). This U.S. Government Rights clause, consistent with 48 C.F.R. 12.211, 48 C.F. R. 27.212 (federal civilian agencies) or 48 C.F.R. 227.7202-4 (DoD agencies) is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses U.S. Government rights in computer software, computer software documentation or technical data related to the Drundo Commercial Computer Software and Commercial Computer Software Documentation licensed under this MSA or in any contract or subcontract under which this Drundo Commercial Computer Software and Commercia l Computer Software Documentation is acquired or licensed. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Drundo to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in writing and agreed to by Drundo in any applicable contract or agreement

18. THIRD PARTIES. Unless otherwise agreed, Drundo will provide support only to Customer, not to Customer End User, Customer Affiliate, Third Party or Third Party Affiliate to whom Customer provides access to use the Services or the Customer Offering. There are no third-party beneficiaries to the Agreement, meaning that Third Parties do not have any rights against either Drundo or Customer under the MSA.

19. MISCELLANEOUS.
19.1 Changes to the MSA. As noted in the recitals, Drundo may modify the terms and conditions of this MSA as provided below. Drundo will notify its Customers through the Customer Portal of any such modifications, and all modifications shall be effective upon their posting on the Customer Portal. It is the Customer’s responsibility to review the Customer Portal for such modifications on a frequent basis If Customer continues to use the Services following any such modification such use will be deemed acceptance of such modification by Customer. Any modifications requested by Customer to any of the terms of the MSA must be approved in writing by Drundo.
19.2 Certain Employment Issues. If Customer’s employees or third parties which have been contracted by Customer for rendering contractually agreed services that are in all material respects equivalent to the Services prior to the beginning of this Agreement assert the transfer of their employment relationship or claims thereto against Drundo under EU Directive 2001/23/EC or similar national legislation, Customer shall use its best efforts to either prevent the transfer of the employment relationship or to hold off such claims. Customer shall hold harmless and indemnify Drundo from all prosecution costs incurred in connection with the transfer prevention as well as from any compensation payments to the employee and fees for any external legal counsel, as well as any and all incurred costs and financial claims of the employee or third party that arise from or are due to a claim of further employment or re-employment. These expenses include costs or salary, health insurance, social security contributions, voluntary and legal pension contributions, company pension scheme, pension funds and any severance costs in line with Drundo’s standard generally-applicable policy.
19.3 Notices. Customer communications regarding the Services should be sent through the Customer Portal except for the following types of notices: for breach, indemnification, or other non-routine legal matters, Customer should send it by electronic mail and first-class United States mail to:

Drundo Software, Inc.
C/O Legal Department
6 Liberty Square #2001
Boston MA 02111

Contact Us
1-888-464-2140
www.drundo.net

Drundo’s communications regarding the Services and legal notices will be sent through the Customer Portal. Notices are deemed received as of the time delivered. Notices must be given in the English language.

19.4 Export Matters. If Customer chooses to use these Services, Customer does so on its own initiative and is responsible for compliance with applicable laws. Customer agrees to comply with all restrictions and regulations of the U.S. Department of Commerce and any other United States or foreign agencies and authorities in connection with Cust omer’s use of these Services and to not, in violation of any laws, transfer, or authorize the transfer, of any Services (a) into any U.S. and/or U.N. embargoed countries or (b) to anyone on the U.S. Treasury Department’s List of Sp ecially Designated Nationals or the U.S. Commerce Department’s T able of Denial Orders or Entity List of pr oliferation concern, or the U.S. State Department’s Debarred Parties List. By using these Services, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any such country or on any such list. In addition, Customer may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to t he Part 740 of the United States Export Administration Regulations. Customer assumes
responsibility for compliance with laws and regulations applicable to export, re-export, or import of products, technology or technical data provided hereunder and for obtaining required export and import authorizations. Customer will not transfer to or through the Services any data, materials or other items controlled for export under the International Traffic in Arms Regulations (“ITAR Data”) or other applicable laws unless Drundo has agreed to the transfer and (i) Customer has provided Drundo not less than 10 days’ prior written notice that ITAR Data will be transferred to or through the Services, (ii) Customer has received prior written aut horization from the U.S. Government to transfer the ITAR Data to Drundo, and (iii) Customer agrees to provide Drundo with all necessary assistance to enable Drundo to obtain such U.S. Government permissio n. Customer is responsible and will reimburse Drundo for all costs, expenses, or damages incurred by Drundo in connection with Customer’s transfer of ITAR Data.
19.5 Assignment/Subcontractors. Customer may not assign the MSA or Customer rights and/or delegate Customer obligations under the MSA without Drundo’s prior written consent. Any assignment or transfer of the MSA by Customer in violation of this section will be void. Drundo may assign the MSA to (i) its Affiliates and (ii) any entity as a result of a merger or sale of all or substantially all of the assets of Drundo to such entity, and such entity agrees in writing to be bound by the terms of the MSA. This MSA will be binding on and inure to the benefit of Customers’ and Drundo’s respective permitted successors and permitted assigns. However, Drundo may use Third Parties or Affiliates to provide all or part of the Services. This provision does not apply to the Third Party Services, which are governed by separate agreements.
19.6 Force Majeure. Except for its rights in Sections 15 or 16, neither Drundo nor Customer will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond either party’s control, such as significant failure of a part of the power grid, sabotage, denial of service attack, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry; provided however if the force majeure event continues beyond thirty (30) days, the performing party may terminate the MSA.
19.7 Feedback. Drundo shall own all right, title, and interest in and to Feedback. Upon providing the Feedback, Customer hereby irrevocably assigns to Drundo all right, title, and interest in and to the intellectual property rights in the Feedback and agrees to provide Drundo with any assistance Drundo may require to document, perfect, and maintain Drundo’s rights in the Feedback.
19.8 Governing Law, Lawsuits. The MSA is governed by the laws of the State of Texas, exclusive of any Texas choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The application to the MSA of the United Nations Convention on the International Sale of Goods is excluded in its entirety. The exclusive venue for all disputes arising out of the MSA shall be in the state or federal courts in Dallas County, Texas, and the parties each agree not to bring an action in any other venue. Customer waives all objections to this venue and agrees not to dispute personal jurisdiction or venue in these courts.
19.9 Relationship of the Parties. The parties’ relationship is that of independent contractors and not business partners. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a Third Party.
19.10 No Waiver. Drundo’s failure to exercise or delay in exercising any of its rights under this MSA will not constitute a waiver, forfeiture, or modification of such rights. Drundo’s waiver of any right under this MSA will not constitute a waiver of any other right under this Agreement or of the same right on another occasion. Drundo’s waiver of any right under this MSA must be in writing.
19.11 Survival. All provisions that by their nature are intended to survive expiration or termination of the MSA shall survive expiration or termination of the MSA.
19.13 Severability. If any part of this MSA is found unenforceable by a court or other tribunal, the rest of the MSA will nonetheless continue in effect, and the parties agree that any court or other tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this MSA.
19.14 Language. The official language of the MSA shall be the English language, and no translation into any other language may be used in its interpretation. All services, support, notices, designations, specifications, and communications will be provided in the English language.

The SLA is incorporated into the MSA and applicable to all Services delivered to Customers. This SLA does not apply to the availability of Third Party Services, which are subject to the TPS Agreements. The SLA is binding only on the Customer and Drundo and does not apply to any Third Parties, including Customer End Users. The issuance of SLA Credits (defined below) is the sole and exclusive remedy of Customer and Drundo’s sole and exclusive obligation for any failure by Drundo to satisfy the requirements set forth in the SLA.

Support

1. Support Requests: Drundo live support will be available 24 hours per day, 7 days per week, year-round. You may request support by opening a support ticket via https://manage.drundo.com or by calling your account team.
2. Response Times: We will respond to your support requests made via ticket or telephone within the following time frames:
a. MONITORING RESPONSES: server and service down alerts will be acknowledged within 15 minutes;
b. TICKET RESPONSIVENESS: Customer questions made in tickets will be acknowledged within 12 hours. Resolution times are dependent on the particular circumstances and are not guaranteed.
c. RESTORE REQUESTS: Customer restore requests will begin within 5 hours, provided that the destination location is available and the requested data is available in the backup repository. We will respond to you via support ticket, telephone call, or both, depending upon the severity of the situation and consistent with any procedures we have established with you for your account.
3. Remedy: If we fail to meet the response time commitments stated in this “Support” section, you are entitled to a credit of $25 per event, up to 100% of your monthly recurring fee for the affected hosted system for any calendar month. The response time commitments stated above do not apply to support requests made via email.

Data Center

4. Power: A/C power to the outbound port on your serving power distribution unit (PDU) will be available 100% of the time.
5. Network: The data center network will be available 100% of the time. “Network” means the portion of the network extending from the outbound port on your edge device to the outbound port on the border router and includes Drundo-managed switches, routers, and cabling. Network availability is defined as the ability to pass TCP/IP traffic with less than 3% packet loss and less than 30ms latency across the Drundo network infrastructure.
6. Remedy: If Drundo fails to meet any of the commitments stated in this “Data Center” section and the failure adversely affects your hosted system, you are entitled to a credit in the amount of 5% of your monthly recurring fee for the affected hosted system per hour of power outage or network downtime, up to 100% of the monthly recurring fee for the affected components for any calendar month.

Hardware Replacement

For purposes of this section, “hardware” means dedicated server hardware, firewalls, and load balancers, but not Storage Area Networks (‘SAN”).
7. Hardware Repair or Replacement: Drundo will begin repairing or replacing failed hardware components provided by Drundo within one (1) hour of problem identification by Drundo. This commitment does not include the time required to rebuild your system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).
8. High Availability Network Device Solution. A “high-availability” network device solution means two devices within a single data center (such as a firewall, load balancer, router, or switch) configured in a failover configuration. High-availability network device solutions will be available 100% of the time. Drundo will work with you to test the reliability of the high availability solution as part of the implementation process; proper testing must be completed for this commitment to apply.
9. Remedy: If Drundo fails to meet the commitments stated in this “Hardware Replacement” section and the failure adversely a ffects your hosted system, you are entitled to a credit in the amount of 5% of your monthly recurring fee per hour of downtime (after the one hour from problem identification referenced in section 7), up to 100% of the monthly recurring fee for the affected component for any calendar month.

Monitoring

12. Availability Monitoring: Drundo will monitor up to 6 TCP ports (HTTP, HTTPS, SMTP, POP3, etc.) per server for service availability. General server availability is tested every five (5) minutes via ping. You will be alerted via ticket if port or ping monitors fail three consecutive times.
13. Fault Monitoring: Drundo monitors status events on servers and network devices including network availability, process s tatus, file system and capacity.
14. Performance Monitoring: Drundo monitors key performance metrics for the operating system, select applications, and databases.
15. Notification of Monitoring Alerts: We will notify you of monitoring alerts within the time frames stated in the “Support” section above.
16. Remedy: If we fail to meet the monitoring alert notification commitments stated in this “Monitoring” section, you are entitled to a credit of $25 per event, up to 100% of your monthly recurring fee for the affected hosted system for any calendar month.

Measurement of Time Periods

For the purpose of determining whether a credit is due, time periods will be measured from the time stamp generated by our ticket system, or the time an interruption is recorded in our monitoring system, as applicable. You may open a support ticket to document the start time for a support request or other incident, or if you contact us by telephone to request support, we will open a ticket. If you contact us by phone, there may be a delay between the time of the call and the time we open a ticket.

Requests

You must request a credit in writing, either via a support ticket or by postal mail, no later than seven (7) days of submission of the initial trouble ticket or support call. We will contact you within 30 days to approve or reject the claim or to request more information. If the claim is approved, the credit will appear on your monthly invoice following approval

General Statement: Drundo is dedicated to the use of the Internet to improve the lives of individuals throughout the world. Our goal is to deliver enterprise-quality on-demand IT Services to all of our Customers at a reasonable price and make available the benefits of the Internet as broadly as possible. The purpose of this AUP is to inform all Customers of the acceptable uses of the Services. Drundo is committed to encouraging the use of the Internet through its Services and Third Party Services, but such use must be consistent with the laws and regulations governing use of the Internet and must protect the right of its other customers to use its Services. The AUP is designed to achieve these goals. Customer agrees to comply with the AUP and is responsible for the use of the Services and Third Party Services by all entities and individuals whom Customer permits to use the Services, Third Party Services, or the Customer Offering. In addition to its rights under Section 19.1 of the Terms of Service, Drundo has the right to change or modify the terms of the AUP at any time, effective when posted to the Customer Portal. Customer’s use of the Services or Third Party Services after changes to the AUP are posted shall constitute acceptance of any changed or additional terms.
Public Network: The Public Network of Drundo provides public Internet access to Customer servers and data storage services on Drundo’s network. All Customers are granted equal access to the Public Network.
Private Network: The Private Network of Drundo provides customers with secure private network connectivity from the Customer’s private backend network directly to the Customer’s servers and data storage devices on Drundo’s internal network and to other Services. Customer may use the Private Network to upload/download content, administer Customer servers and data storage devices, transmit information between Customer servers and data storage devices, transmit information between Customer’s private backend servers and Customer servers and data storage devices provided by Drundo, administer the Customer Content, retrieve data, access server consoles, and otherwise manage the Customer Content. The Private Network can also be utilized for access during periods of temporary suspension of Services to the Customer as provided under the MSA.
IP Addresses: The IP Address Policy (as described in the Terms of Services), which may be changed from time to time at Drundo’s sole discretion, is incorporated into this MSA by reference. Customer acknowledges and agrees to adhere to the IP Address Policy. All IP Addresses assigned to the Customer are owned and managed by Drundo. Such IP Addresses are non-transferable, and Customer retains no ownership or transfer rights to such IP Addresses. All IP Addresses are assigned by the Drundo engineering team on a per VLAN, per server basis. Attempted use by Customer of any unallocated IP Address or any IP Addresses on VLANs not assigned to Customer is a violation of this AUP.

Prohibited Uses: The following list provides a number of general prohibited uses of the Services and/or Third Party Services that are violations of this AUP. Please note that the following list does not represent a comprehensive or complete list of all prohibited uses.

1. Unlawful Activities. The Services and/or Third Party Services shall not be used in violation of any criminal, civil, or administrative violation of any applicable local, state, provincial, federal, national, or international law, treaty, court order, ordinance, regulation, or administrative rule. This includes, but is not limited to:

a) Child pornography
b) Unlawful gambling activities
c) Threats, harassment, and abuse of any individual, organization, or business
d) Fraudulent activities
e) Terrorist websites or other sites advocating human violence and hate crimes based upon religion, ethnicity or country of origin
f) Unlawful high-yield investment plans, Ponzi schemeses or linking to and or advertising such schemes
2. Child Pornography: In particular, the Services and/or Third Party Services shall not be used to publish, submit, receive, upload, download, post, use, copy or otherwise produce, trans mit, distribute or store child pornography.
3. Unsolicited Email: The use of the Services and/or Third Party Services to send or receive mass unsolicited email (“SPAM”). This prohibition includes the direct sending and receiving of such messages, support of such messages via web page, splash page, or other related sites, or the advertisement of such services. The falsifying of packet header, sender, or user information, whether in whole or in part, to mask the identity of the sender, originator, or point of origin, or knowingly deleting any author attributions, legal notices, or proprietary designations or labels in a file that the Customer mails or sends.
4. Email Bombing: The sending, return, bouncing, or forwarding of email to specified user(s) in an attempt to interfere with or overload email services.
5. Proxy Email: The use of the Services and/or Third Party Services as a proxy email server to forward email to unrelated Third Parties.
6. UseNet SPAM: The use of Services to send, receive, forward, or post UseNet unsolicited email or posts. This includes UseNet services located within the Drundo network or unrelated networks of Third Parties.
7. Hacking: The use of the Services and/or Third Party Servic es or hacking, attacking, gaining access to, breaching, circumventing or testing the vulnerability of the user authentication or security of any host, network, server, personal computer, network access and contro l devices, software or data without express authorization of the owner of the system or network.
8. Threatening Material or Content: The Services and/or Third Party Services shall not be used to host, post, transmit, or retransmit any content or material that harasses or threatens the health or safety of others. In addition, Drundo reserves the right to decline to provide Services and/or Third Party Services if the content is determined by Drundo to be obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous, excessively violent, or promoting the use of violence or otherwise harmful to others.
9. Violation of Intellectual Property Rights: The Services and/or Third Party Services shall not be used to publish, submit/rec eive, upload/download, post, use, copy or otherwise reproduce, transmit, retransmit, distribute or store any content/material or to engage in any activity that infringes, misappropriates or otherwise violates the intellectual property rights or privacy or pu blicity rights of Drundo or any other party, including but not limited to any rights protected by any copyright, patent, trademark laws, trade secret, trade dress, right of privacy, right of publicity, moral rights or other intellectual property right now known or later recognized by statute, judicial decision or regulation. Please refer to http://www.drundo.com/about/legal to file complaints or counter notifications related to copyright or trademark claims.
10. Distribution of Malware: The storage, distribution, fabrication, or use of malware, including without limitation, virus sof tware, root kits, password crackers, adware, key stroke capture program s and other programs normally used in malicious activity is prohibited. The use of such programs in the normal, ordinary course of business, however, may be requested by Customer and approved by Drundo on a case-by-case basis. Example: A security company using the Services to analyze the latest root kit for new security analysis/software.
11. Phishing: Any activity designed to collect personal information (name, account numbers, usernames, passwords, etc.) under false pretense. Splash pages, phishing forms, email distribution, proxy email, or any activity related to phishing activities may result in the immediate suspension of the Customer’s account.
12. Violation of Agreements relating to Third Party Services. Any activity that violates any TPS Agreements.
13. Denial of Service. Any activity to implement or assist in the implementation of a denial of service attack. Drundo absolutely prohibits the use of Services for the origination, propagation, or control of denial of service attacks (“DoS”) or distributed denial of service attacks (“DDoS”). Customers may not utilize the Services to perform DoS or DDoS mitigation activities (such as service proxying or data scrubbing), which may result in attracting inbound denial of service attacks toward the Services. Any relation to DoS or DDoS-type activity is a direct violation of Drundo’s AUP.
Reporting Violation of the Acceptable Use Policy: Drundo accepts reports of alleged violations of this AUP via email sent to [email protected].
Reports of alleged violations must be verified and must include the name and contact information of the complaining party, the IP address or website allegedly in violation, and a description of the alleged violation. Unless otherwise required by law, such as the DMCA, Drundo owes no duty to Third Parties reporting alleged violations. Drundo will review all verified third-party reports and will take such actions as it deems appropriate in its sole discretion. Drundo will comply with and respond to valid (as Drundo determines in its sole discretion) subpoenas, warrants, and/or court orders. If permitted by applicable law or regulation, Drundo will forward such subpoenas, warrants, and/or orders to Customer and Customer may respond; however, Drundo reserves the right to respond to any such subpoena, warrant, and/or order if it is the named party in such subpoena, warrant, and/or order.

Methods of Resolution for Violations of Drundo’s Acceptable Use Policy

The goal of our Methods of Resolution is to mitigate service interruptions while resolving potential violations under this AUP. Our sales, support, and abuse staff are dedicated to working with the Customer to resolve potential violations and are available via phone, ticket, or email. The Methods of Resolution below are provided for informational purposes only and form the framework and guidance with respect to resolving potential violations, but in the event of any conflicts between the Acceptable Use Policy (in particular its enforcement) and Terms of Services, the Terms of Services shall control.

Timing for resolution differs according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third-party litigation, or other related factors.

Step 1: First alleged violation of AUP: a ticket will be generated under Drundo to provide the Customer’s master user with information regarding the potential violation of Drundo’s AUP. This is often a fact-finding email requiring further information or notifying the Customer of the potential violation and the required actions to resolve the issue.

Step 2: Acknowledgement of violation of AUP: a ticket is generated under the Customer’s master user account with information specific to the violation. This ticket will also include any additional facts about the situation and will notify the Customer of the action required to resolve the violation.

Step 3: Violation of AUP disregarded, not properly addressed, or continuing violation if a ticket has been disregarded, not properly addressed, or resolved by the Customer for a specified period of time: Drundo engineers will turn the public network port to the specified dedicated services off. Access to the dedicated services may then be achieved through the secure private service network for Customer resolution. As soon as the violation is addressed, the public access shall be restored, and service will continue as normal.

Step 4: Failure to address violation and resolve violation: if Customer fails to address the violation AND fails to resolve the violation, a suspension of services shall occur. This is a last resort for Drundo and only results when the Customer completely fails to participate in Drundo’s resolution process. A permanent suspension of services includes reclamation of all dedicated services and the destruction of the Customer’s data

Disclaimer: Drundo retains the right, at its sole discretion, to refuse new service to any individual, group, or business. Drundo also retains the right to discontinue service to Customers with excessive and/or multiple repeated violations.

Drundo considers user privacy paramount, and Drundo utilizes great care in keeping the information of the users of the Site (including Customers) (“Users” or “You”) private and secure. Drundo adheres to the U.S. -Swiss Safe Harbor Framework as well as the Safe Harbor Principles as agreed to and set forth by the United States Department of Commerce and the European Union (“EU”), http://export.gov/safeharbor/. To demonstrate our firm commitment to privacy, the following agreement has been created to explain our policies and procedures in relation to all data collected. In this Privacy Agreement (“PA”), we describe the information that we collect; how we use, disclose, and share your information; and how we protect your information.
Capitalized terms not defined in the PA are defined in the Terms of Service. This PA does not apply to Third Party Services, which are governed by their own privacy policies.

Types of Data Collected

Drundo collects data related to our users through the following methods:

Automated means such as communication protocols and cookies
Online registration and online signup forms
Sales inquiries and transactions
Online Customer Communications
Offline communications and interactions
Third-party sources of information
Depending upon the method of collection and use, the data collected may include informati on about the User from forms, registrations and transactions (such as name, title, address, company, phone number and e-mail address), financial/transaction information (such as credit card, card verification value (cvv), and payment information), information about use of Site (such as electronic communications protocols, web pages visited, and cookies) and User preferences and privileges.

Electronic Communications Protocols and Cookies
Drundo may receive data from you as part of the communication connection itself through the standard electronic greeting between your computer and our servers. This information often consists of network routing (where you came from), equipment information (browser type), Internet Protocol address, date, and time. At this time, our server will also query your computer to see if there are “cookies” previously set by drundo.net to facilitate log-in or other site navigation procedures. A “cookie” is a small piece of information sent by a web server to be stored in a web browser so it can later be read back from that browser.
Cookies: Some parts of the Site use cookies (including signup forms) to collect information about visitors’ use of the Site and to facilitate return visits. The information collected from cookies is tracked to enhance security and/or to improve the functionality of the Site by avoiding duplicate data entry, facilitating navigation, and increasing the relevance of content.
Cookies on the Site may collect the following information: a unique identifier, User preferences, and profile information used to personalize the content that is shown, and User information to access Drundo’s user forums. Some cookies used by Drundo.com may remain on the user’s computer after they leave the Site, but the majority are set to expire within thirty (“30”) – three hundred sixty five (“365”) days. There may be some cookies on certain tools that are of longer duration. Cookies may also be of benefit to you by creating a more streamlined login process, keeping track of shopping cart additions, or preserving order information between sessions. In the future, as we enable further customization of the Site, cookies will help in ensuring that information provided to you will be the most relevant to your needs. Browsers provide you with information and control over cookies. You can set your web browser to alert you when a cookie is being used. You can also get information on the duration of the cook, ie, and what server your data is being returned to. You then have the opportunity to accept or reject the cookie. Additionally, you can set your browser to refuse all cookies or accept only cookies returned to the originating servers. You can generally disable the cookie feature on their browser without affecting their ability to use the Site, except in some cases where cookies are used as an essential security feature or to provide functionality necessary for transaction completion. Users visiting the website through an IP address that is associated with (a member state of) the European Union (“EU Users”) will, by default, only receive cookies that expire once they leave the website. This may result in reduced website functionality. EU Users may opt in to the receipt of cookies of a longer duration by giving their consent in a pop-up window or bar shown at the homepage of the website. Following their consent, EU Users will receive all cookies discussed above, and full website functionality will be available. EU Users may choose to revoke their consent at any time by deleting all cookies associated with Drundo through their browser settings (as discussed above). We may also engage Third Parties to track and analyze non-personally identifiable and personally identifiable website data and to serve advertisements. To do so, we may permit Third Parties to place cookies on devices of to Users of our Site, where permitted by law, and, subject to your right to opt-out through the Site “insert link”. We use the data collected by such Third Parties to help us administer and improve the quality of the Site and to analyze Site usage. Such Third Parties may combine the information that we provide about you with other information that they have collected. These Third Parties are required to use your information in accordance with this PA. Customer is solely responsible for any processing or international transfer of all PII in the Customer Content and agrees to comply with all applicable rules, laws, and regulations in any and all applicable regions or countries related to the transfer of such PII. To the extent P II is subject to rules, laws, regulations, or the like implementing EU Data Protection Directive 95/46/EC, Drundo will be considered a “data processor” and will, as such, act on Customer’s instructions and implement security measures in accordance with the MSA.

Customer Portal, Customer Customization, Preferences, and Opt-Out
New Customers are automatically registered for access at https://manage.drundo.com. The Customer Portal allows Customers the ability to create users, add/delete users, add/delete user privileges, and opt in (or out) of Services and mailing lists. The Customer Portal provides the Customers with control over their preferences for electronic information delivery. Drundo has also enabled the Customer’s master user to manage the Customer’s Account Information. We maintain the data and allow the Customer’s master user to update it at any time. To change this information, you must be a current Customer and log in with a user ID and password and follow the prompts to “update my profile” on the Customer Portal. We continue to expand the profile of Services and information that you may access and update. Please note that some email communications are not subject to the general opt-out. These include communications related to downloads; communications about sales transactions; information about software updates, patches, and fixes; disclosures to comply with legal requirements; and network upgrades or other related maintenance for Service. If an individual’s PII is to be (a) disclosed to a Third Party who is not an Agent; or (b) used for a purpose that is incompatible with the purpose(s) for
If it was originally collected or subsequently authorized by the individual, then the individual will be notified prior to such disclosure and may opt out of having the PII disclosed by responding to the email and/or author of the notification, where such information shall be clearly set forth.

Security

Drundo is concerned with the security of the data we have collected and utilizes commercially reasonable measures to prevent unauthorized access to that information. These measures include policies, procedures, employee training, physical access, and technical elements related to data access controls. In addition, Drundo uses standard security protocols and mechanisms to facilitate the exchange and transmission of sensitive data, such as credit card details. Drundo does not process PII in a way that is incompatible with the purposes for which it has been collected or subsequently authorized by the individual. In the event that PII is acquired, or is reasonably believed to have been acquired, by an unauthorized person and applicable law requires notification, Drundo will notify the affected individual of the breach by email or ticket on the Customer Portal or, if Drundo is unable to contact the individual by email or ticket on the Customer Portal, then by regular mail. Notice will be given promptly, consistent with the legitimate needs of law enforcement and any measures necessary for Drundo or law enforcement to determine the scope of the breach and to ensure or restore the integrity of the data system. Drundo may delay notification if Drundo or a law enforcement agency determines that the notification will impede a criminal investigation, and in such a case, notification will not be provided unless and until Drundo or the agency determines that notification will not compromise the investigation.

Drundo has established internal mechanisms to verify its ongoing adherence to its privacy policy, including the Safe Harbor Principles. Drundo also encourages individuals covered by this privacy policy to raise any concerns about our processing of personal information by contacting Drundo at the address below. Drundo will seek to resolve any concerns. Drundo has also agreed to participate in the dispute resolution program provided by the European Data Protection Authorities.

Policy Updates

If we are going to use your PII in a manner different from that stated at the time of collection, we will notify you via email. In addition, if we make any material changes in our privacy practices that do not affect the PII already stored in our database, we will notify you by email or post a prominent notice on the Customer Portal notifying users of the change. In some cases, when we post the notice, we will also email users who have opted to receive communications from us, notifying them of the changes in our privacy practices. We may update this policy from time to time to describe how new site features affect our use of your PII and to let you know of new control and preference features that we provide.

Contact Information and Inspection Rights
Questions, concerns, or comments about this privacy policy should be addressed to:
Legal Department
DRUNDO LLC

6 Liberty Square #2001
Boston, MA 02109
Phone: 888.464.2140

If at any time you decide that you no longer desire that we hold, use, correct, or supplement any of your PII, receive information regarding any PII processed in relation to you or you wish to change the manner in which your PII may be used, please let us know by contacting us as set forth above.