Policy date: October 28, 2014

1. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section, in the section where they are first used, or in the ORDER FORM.

• 1.1 "Authorized Users" means Customer’s employees who are authorized to utilize the Service, as listed in CUSTOMER CONTACTS Section of the ORDER FORM.

• 1.2 "Cloudflare Technology" means the Service, the Documentation, and any of Cloudflare’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer by Cloudflare in providing the Service, together with all Intellectual Property Rights therein.

• 1.3 "Customer Content" means any files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects originating or transmitted from any web site owned or operated by Customer and routed to, passed through and/or stored on or within Cloudflare’s network or otherwise transmitted or routed using the Service.

• 1.4 "Documentation" means all specifications, user manuals, and other technical materials relating to the Service.

• 1.5 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

• 1.6 "Service" means Cloudflare’s global service to improve website performance, security, and availability, as further described in ORDER INFORMATION Section of the ORDER FORM.

• 1.7 "Service Data" means (a) all traffic data, clickstream information, logged snippets of transmitted Customer Content which is not Customer-identifiable, and other server activity data collected by Cloudflare in the course of performing the Service for Customer; and (b) all analytical products derived therefrom.

2. LICENSE GRANT AND RESTRICTIONS

• 2.1 License Grant. Subject to the terms and conditions of these Terms of Service, Cloudflare hereby grants to Customer a non-exclusive, non-transferable license, during the Term, to use and access the Service, solely in accordance with the Documentation for its own internal-use purposes.

• 2.2 Acceptable Use. Customer is and shall be solely responsible for the creation, renewal, updating, deletion, editorial content, control and all other aspects of Customer Content. Customer shall adhere to generally accepted industry best practices for encrypting Customer Content and the content of Customer’s customers. Customer agrees to comply at all times with all applicable laws and regulations with respect to the use of the Services. Without limiting the foregoing, Customer will not use the Services in connection with any: (a) infringement or misappropriation of any intellectual property right of any third party; (b) defamation, libel, slander, obscenity, or violation of the rights of privacy or publicity of any third party; or (c) other offensive, harassing, or illegal conduct.

• 2.3 Limitations. Customer may not: (a) permit any person to access and/or use the Service other than the Authorized Users; (b) rent, lease, loan, export or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service; (d) reverse-engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Cloudflare’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means, if any. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service or any part thereof.

• 2.4 Usernames and Passwords. Cloudflare will provide each Authorized User a unique username and password to enable such Authorized User to access the Service pursuant to these Terms of Service. Cloudflare reserves the right to change or update these usernames and passwords in Cloudflare’s sole discretion from time to time. Each Authorized User’s username and password may only be used to access the Service during one (1) concurrent login session. Customer acknowledges and agrees that (a) only Authorized Users are entitled to access the Service with their assigned usernames and password provided by Cloudflare; (b) it will provide to Cloudflare information and other assistance as necessary to enable Cloudflare to establish usernames for Authorized Users, and will verify all Authorized User requests for account passwords; (c) it will ensure that each username and password issued to an Authorized User will be used only by that Authorized User; (d) Customer is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords, and is solely responsible for all activities that occur under these Authorized Usernames; and (e) Customer will notify Cloudflare promptly of any actual or suspected unauthorized use of any account, username, or passwords, or any other breach or suspected breach of the Enterprise Subscription Agreement or these Terms of Service. Cloudflare reserves the right to terminate any username and password that Cloudflare reasonably determines may have been used by an unauthorized third party. Usernames and passwords cannot be shared or used by more than one individual Authorized User, but may be reassigned from time to time to a new Authorized User who is replacing a former Authorized User who has terminated employment (or otherwise changed job function) and no longer uses the Service.

• 2.5 Ownership. The Cloudflare Technology is the exclusive property of Cloudflare or its suppliers. Customer hereby assigns to Cloudflare any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Cloudflare Technology. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Cloudflare Technology or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Cloudflare Technology. All rights not expressly granted to Customer are reserved to Cloudflare.

3. TRADEMARKS USAGE RESTRICTIONS

All indicia, trademarks, service marks, trade names, logos, symbols and/or brand names (collectively "Marks") appearing on or incorporated in the Customer Content are and shall remain, as between Cloudflare and Customer, the exclusive property of Customer or its providers. All Marks appearing on or incorporated in the Software, Documentation or Services are and shall remain, as between Cloudflare and Customer, the exclusive property of Cloudflare or its suppliers. Neither Party grants any rights in the Marks or in any other trademark, trade name, service mark, business name or goodwill of the other. Neither Party may remove, destroy or alter the other Party's Marks. Each Party agrees that it shall not challenge or assist others to challenge the rights of the other Party or its suppliers or licensors in the Marks or the registration of the Marks, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to the Marks. All use of a Party’s Marks shall be subject to such Party's logo and trademark usage guide, as provided to the other Party and as the same may be updated from time to time.

4. FEES AND PAYMENT

• 4.1 Fees. In consideration of Cloudflare’s performance of the Service, during the Term, Customer shall pay the Fees set forth in ORDER INFORMATION Section of the ORDER FORM. Customer shall be billed starting from the Service Date. All payment obligations are non-cancellable and all amounts paid are nonrefundable. Cloudflare reserves the right to modify the Fees set forth in ORDER INFORMATION Section of the ORDER FORM at any time after the Initial Term, upon at least sixty (60) days’ prior notice to Customer, or as specified in the ORDER FORM.

• 4.2 Payment Terms. Cloudflare shall invoice Customer monthly in advance for the use of the Service. Each such invoice shall be due and payable upon receipt. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less. Cloudflare shall be entitled, in its sole discretion, to withhold performance and discontinue the Service until all amounts due are paid in full or to turn Customer over for collection to a third party agency. Cloudflare’s Fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States taxes based solely on Cloudflare’s income.

5. SUPPORT AND SERVICE DATA

• 5.1 Support. During the Term, Cloudflare shall provide technical support for the Service consisting of answers to questions regarding the performance or proper operation of the Service, as detailed in CLOUDFLARE ENTERPRISE SUBSCRIPTION CUSTOMER SUPPORT TERMS.

• 5.2 Customer Responsibilities. Customer shall be solely responsible for supporting and maintaining the availability of its web site(s), the connectivity of its web site(s) to the Internet, and all Customer Content, IP addresses, domain names, hyperlinks, databases, applications and other resources as necessary for Customer to operate and maintain its web site(s) to meet Customer's business.

• 5.3 Service Data Responsibility. Customer represents and warrants that it is responsible for keeping and maintaining its own copy of all Service Data. Cloudflare is not obligated to back up any Service Data that is stored on the Service. Cloudflare therefore recommends that Customer create backup copies of any Service Data stored on the Service at Customer’s sole cost and expense. UNDER NO CIRCUMSTANCE SHALL CLOUDFLARE BE LIABLE FOR ANY LOSS OF SERVICE DATA.

• 5.4 Access to Service Data On Termination. In the event Customer’s access to the Service is terminated (other than by reason of Customer’s breach), Cloudflare will use its best efforts to make available to Customer the Service Data through the Service. Customer agrees and acknowledges that Cloudflare has no obligation to retain the Service Data, and may delete such Service Data, at any time on or after the thirty-first (31st) day following termination. Cloudflare reserves the right to withhold, remove and/or discard Service Data, without notice, for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Service Data shall immediately cease, and Cloudflare will have no obligation to maintain or provide any Service Data.

• 5.5 Use of Service Data by Cloudflare.

• (a) Customer agrees and acknowledges that in the ordinary operation of the Service, the Service collects and transmits Service Data from Customer’s network environment to Cloudflare’s servers. Customer acknowledges that Cloudflare acts as its limited agent (and data processor in the EU context) for the purpose of providing Internet data and optimization services. Customer acknowledges its responsibility to ensure that its use of the Service is permitted under the laws of its jurisdiction and agrees to indemnify and hold Cloudflare harmless if its use of the Service is in violation of local law. Cloudflare uses such Service Data for all reasonable and necessary purposes required to perform the Service for Customer. In addition, Customer grants to Cloudflare the perpetual, irrevocable right to use, reproduce, modify, and otherwise exploit the Service Data for the purpose of improving and enhancing the Service, monitoring the performance of the Service, and performing internal research and development of other products and services.

• (b) Cloudflare shall not assign, transfer, sell, license, sublicense or grant any of its rights to Customer identifiable Service Data to any other person or entity without the explicit permission of the Customer. Cloudflare acknowledges that the Customer’s Service Data may constitute proprietary information and/or trade secrets of Customer or its providers and that the Service Data is or may be protected by U.S. copyright, trade secret and similar laws and certain international treaty provisions. The Enterprise Subscription Agreement does not transfer or convey to Cloudflare or any third party any right, title or interest in or to the Customer’s Service Data or any associated intellectual property rights, but only a limited right of use revocable in accordance with the terms of the Enterprise Subscription Agreement, unless otherwise agreed to with the Customer.

• (c) Customer agrees and acknowledges that it may install or utilize certain third party apps ("Apps"). These Apps are provided "AS IS" and governed by their own terms of service and privacy policies as set forth by the third parties that provide them. Cloudflare does not endorse and is not responsible or liable for the services or features provided by these Apps that Customer may choose to install. Customer acknowledges and agrees that Cloudflare shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Apps.

• (d) Customer agrees and acknowledges that it may install or utilize certain additional Cloudflare features or products including, for example, Cloudflare’s Railgun™ and Keyless SSL™. Should the Service include Cloudflare's Railgun™ product, Customer will be required to install the so-called mod_cloudflare software module on its servers and infrastructure, and to accept the Railgun license. Should the Service include Cloudflare's Keyless SSL™ product Customer shall be solely responsible for the support and maintenance of its private SSL keys and all other systems reasonably necessary to support Keyless SSL on its servers and infrastructure, including installation of the Cloudflare Keyless SSL server. Installation of the Cloudflare Keyless SSL server requires acceptance of the Keyless SSL license.

• (e) Cloudflare may modify the content of Customer’s website(s) based on the features or Apps enabled. For example, Cloudflare may detect email addresses and replace them with a script in order to keep them from being harvested, or Cloudflare may insert code to improve page load performance or enable Apps. Customer acknowledges that Cloudflare may, based on Customer’s settings:

• Intercept requests determined to be threats and present them with a challenge page.

• Add cookies to Customer’s domain to track visitors, such as those who have successfully passed the CAPTCHA on a challenge page

• Add script to Customer’s pages to, for example, add services, Apps, or perform additional performance tracking.

• Other changes to increase performance or security of Customer’s website(s).Cloudflare will make it clear whenever a feature will modify content and, whenever possible, provide Customer with a mechanism to disable the feature.

• 5.6 Service Levels. Cloudflare shall use commercially reasonable efforts to provide the Service in a manner that is consistent with the service level commitments set forth in CLOUDFLARE ENTERPRISE SUBSCRIPTION SERVICE LEVEL AGREEMENT.

6. LIMITED WARRANTY AND DISCLAIMER

• 6.1 Limited Warranty. During the Term, Cloudflare warrants that the Service will materially conform to Cloudflare’s then current Documentation for the Service under normal use and circumstances. If Customer notifies Cloudflare of a breach of warranty, Cloudflare will, at its option, either (a) correct the nonconformity in the Service; or (b) issue Customer a credit or refund of a portion of the fees paid by Customer for the nonconforming Service that fairly reflects the diminished value of the nonconforming Service. THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.

• 6.2 Additional Warranties. Cloudflare represents and warrants that the Service shall be performed in a professional manner consistent with industry standards and that Cloudflare maintains robust security practices to guard against the introduction of viruses, Trojan horses, disabling code, malware or similar hostile items into the Cloudflare Technology or Service Data. Customer represents and warrants that the information it provided regarding its network usage (including but not limited to bandwidth usage, number of domains, geographic location of users, and SSL requirements) in order to obtain a price quote which forms the basis of the Enterprise Service Agreement is truthful, accurate, and complete, to the best of its knowledge. Cloudflare acknowledges that it is compliant with the Payment Card Industry Payment Card Industry Data Security Standard (PCI DSS) and is a PCI DSS Level 1 certified organization. As such Cloudflare is therefore responsible for the security of cardholder data that it transmits on behalf of its customers while that data is within Cloudflare's network. Cloudflare does not store cardholder data transmitted through its network at any point.

• 6.3 Disclaimer. THE LIMITED WARRANTY SET FORTH IN THESE TERMS OF SERVICE IS MADE FOR CUSTOMER’S BENEFIT ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS,” AND CLOUDFLARE MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY CLOUDFLARE. CLOUDFLARE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.

• 6.4 Internet Delays. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLOUDFLARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

7. LIMITATION OF LIABILITY

• 7.1 Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CLOUDFLARE, OR ITS SUPPLIERS, BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH CLOUDFLARE’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF CLOUDFLARE HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL CLOUDFLARE BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

• 7.2 Amount of Damages. THE MAXIMUM LIABILITY OF CLOUDFLARE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE ENTERPRISE SUBSCRIPTION AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO CLOUDFLARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM TO ARISE UNDER THE ENTERPRISE SUBSCRIPTION AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE ENTERPRISE SUBSCRIPTION AGREEMENT WILL NOT INCREASE CLOUDFLARE’S LIABILITY. IN NO EVENT SHALL CLOUDFLARE’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE ENTERPRISE SUBSCRIPTION AGREEMENT.

• 7.3 Basis of the Bargain. The Parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and the Enterprise Subscription Agreement was entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.

8. ARBITRATION OF DISPUTES

• 8.1 Informal Dispute Resolution. In the case of any disputes under these Terms of Service, the Parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.

• 8.2 Arbitration of Disputes.

• (a) Any controversy or dispute arising out of or relating to these Terms of Service, or the breach thereof, which cannot otherwise be resolved as provided above shall be resolved by arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator mutually agreed by the Parties, or in the absence of such agreement within thirty (30) calendar days from the first referral of the dispute to the AAA, designated by the AAA. The place of arbitration shall be San Francisco, California, U.S.A., unless the Parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the dispute to the AAA. The arbitral award shall be final and binding. The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each Party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (iv) to enforce any decision of the arbitrator, including the final award.

• (b) The arbitration proceedings contemplated by this Section shall be as confidential and private as permitted by law. To that end, the Parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law.

9. INDEMNIFICATION

• 9.1 By Cloudflare. Cloudflare will defend, indemnify and hold harmless Customer, its affiliates, licensors, suppliers, officers, directors, employees and agents and will pay any settlement Cloudflare makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on (a) a claim by any third party alleging that the Service misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any other United States Intellectual Property Right or (b) a claim in a jurisdiction in which Cloudflare operates infrastructure to provision the Service that the infrastructure or operation thereof violates any applicable law, rule, or regulation of such jurisdiction; provided that, however, such claim is not based on an allegation that Customer’s use of the service violates any applicable law, rule, or regulation of such jurisdiction. If any portion of the Service becomes, or in Cloudflare’s opinion is likely to become, the subject of a claim of infringement, Cloudflare may, at Cloudflare’s option: (a) procure for Customer the right to continue using the Service; (b) replace the Service with non-infringing services which do not materially impair the functionality of the Service; (c) modify the Service so that it becomes non-infringing; or (d) terminate the Service and refund any fees actually paid by Customer to Cloudflare for the remainder of the license Term then in effect, and upon such termination, Customer will immediately cease all use of the Service. Notwithstanding the foregoing, Cloudflare shall have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any use of the Service not in accordance with the Enterprise Subscription Agreement, these Terms of Service, the Documentation, or the use guidelines; (x) Cloudflare’s conformance to Customer’s specifications; (y) any use of the Service in combination with other products, equipment, software or Content not supplied by Cloudflare; or (z) any modification of the Service by any person other than Cloudflare or its authorized agents. THIS SUBSECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

• 9.2 By Customer. Customer will defend, indemnify and hold harmless Cloudflare and its affiliates, licensors, suppliers, officers, directors, employees and agents from and against any and all damage, cost, liability and expenses (including court costs and reasonable attorneys’ fees) incurred as a result of claims of customers or other third parties arising out of or connected with any Customer Content, Customer’s web site(s) (including without limitation any activities or aspects thereof or commerce conducted thereon), Customer’s violations of Cloudflare’s use guidelines or Customer's use of the Services, provided that: (i) Cloudflare promptly notifies Customer, in writing, of the suit, claim or proceeding or a threat of suit, claim or proceeding; (ii) at Customer's reasonable request and expense, Cloudflare provides Customer with reasonable assistance for the defense of the suit, claim or proceeding; and (iii) Customer has sole control of the defense of any claim and all negotiations for settlement or compromise.

• 9.3 Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified Party shall promptly notify the indemnifying Party in writing of any threatened or actual claim or suit, provided however that failure to provide such prompt notice shall not release the indemnifying Party from its indemnity obligations except to the extent the indemnifying Party is materially prejudiced thereby; (b) the indemnifying Party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party shall cooperate with the indemnifying Party to facilitate the settlement or defense of any claim or suit.

10. TERM AND TERMINATION

• 10.1 Term. The Enterprise Subscription Agreement will enter into effect on the Effective Date and continue for an initial term specified in the ORDER FORM and commencing on the Service Date (the “Initial Term”). Upon the expiration of the Initial Term, the Enterprise Subscription Agreement shall renew for successive renewal terms, ending the latter of one (1) year each after the anniversary of the renewal of the previous Term or the anniversary of the last ORDER FORM or INSERTION ORDER submitted to Cloudflare under the Enterprise Subscription Agreement (all such renewal terms, together with the Initial Term, the “Term”). Either Party may provide written notice of its intent not to renew for a subsequent Term at anytime prior to sixty (60) days prior to the conclusion of the then-current Term.

• 10.2 Termination by Cloudflare. Cloudflare may at any time terminate the Enterprise Subscription Agreement if (a) Customer has materially breached any provision of the Enterprise Subscription Agreement or other incorporated agreements or guidelines or (b) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

• 10.3 Termination by Customer. Customer may at any time terminate the Enterprise Subscription Agreement upon written notice if (a) Cloudflare has materially breached the Enterprise Subscription Agreement (including any incorporated agreements or guidelines) and such breach remains uncured thirty (30) days after receipt of notice from Customer specifying such breach or (b) Cloudflare becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

• 10.4 Effect of Termination. Upon expiration or termination of the Enterprise Subscription Agreement, Customer’s access to the Service shall be terminated (except to the extent set forth in Section 5.4 (Access to Service Upon Termination)); (b) all usernames and passwords associated with Customer’s Authorized Users shall be deactivated; and (c) Customer shall promptly discontinue use of the Service. However, Sections 1 (Definitions), 2.5 (Ownership), 4 (Fees and Payments) (with respect to payment obligations incurred during the Term), 5.4 (Access to Service Data on Termination), 5.5 (Use of Service Data by Cloudflare), 7 (Limitation of Liability), 10.4 (Effect of Termination), and 11 (General) of these Terms of Service will survive any such expiration or termination of the Enterprise Subscription Agreement.

11. GENERAL

• 11.1 Governing Law and Venue. The Enterprise Subscription Agreement, these Terms of Service, and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Cloudflare’s principal place of business is located for any lawsuit filed there against Customer by Cloudflare arising from or related to the Enterprise Subscription Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Enterprise Subscription Agreement. The laws of the jurisdiction where Customer is located may be different from California law. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service hereunder.

• 11.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Cloudflare, or any products utilizing such data, in violation of the United States export laws or regulations.

• 11.3 Local Laws. Cloudflare and its suppliers make no representation that the Service is appropriate or available for use in locations other than the United States. If Customer uses the Service from outside the United States, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

• 11.4 Severability. If any provision of the Enterprise Subscription Agreement or these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of the Enterprise Subscription Agreement or these Terms of Service will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Customer agrees that Section 7 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 6 (Limited Warranty and Disclaimer).

• 11.5 Waiver. Any waiver or failure to enforce any provision of the Enterprise Subscription Agreement or these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

• 11.6 Remedies. The Parties acknowledge that any actual or threatened breach of Section 2 (License Grant and Restrictions) will constitute immediate, irreparable harm to the non-breaching Party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce the Enterprise Subscription Agreement or these Terms of Service, the prevailing Party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

• 11.7 No Assignment. Neither Party shall assign, subcontract, delegate, or otherwise transfer the Enterprise Subscription Agreement or these Terms of Service, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, ab initio; provided, however, that either Party may assign the Enterprise Subscription Agreement and these Terms of Service in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party. The Enterprise Subscription Agreement and these Terms of Service shall be binding upon the Parties and their respective successors and permitted assigns.

• 11.8 Non-disclosure of agreement terms. Neither Party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of the Enterprise Subscription Agreement or these Terms of Service or any Schedule hereto without the prior written consent of the other Party, except either Party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of the Enterprise Subscription Agreement.

• 11.9 Confidential Information. All information disclosed by either Party ("Disclosing Party") to the other Party ("Receiving Party"), including these Terms of Service, if disclosed in writing, labeled as proprietary or confidential, or if disclosed orally, reduced to writing within thirty (30) days and labeled as proprietary or confidential (collectively, "Confidential Information") shall remain the sole property of the Disclosing Party. Except for the specific rights granted by the Enterprise Subscription Agreement or these Terms of Service, the Receiving Party shall not use any Confidential Information of the Disclosing Party for its own account. The Receiving Party shall use the highest commercially reasonable degree of care to protect the Disclosing Party's Confidential Information. The Receiving Party shall not disclose any Confidential Information to any third party without the express written consent of the Disclosing Party (except solely for Receiving Party's internal business needs, to employees or consultants who are bound by a written agreement with Receiving Party to restrict the disclosure and use of such Confidential Information in a manner consistent with these Terms of Service). Confidential Information shall exclude information (i) available to the public other than by a breach of these Terms of Service; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by the Receiving Party without access to Confidential Information; (iv) known to the Receiving Party at the time of disclosure; (v) the names of the Parties to the Enterprise Subscription Agreement, or (iv) produced in compliance with applicable law or a court order, provided the Disclosing Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Subject to the above, the Receiving Party agrees to cease using any and all materials embodying Confidential Information, and to promptly return such materials to the Disclosing Party upon request.

• 11.10 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of the Enterprise Subscription Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.

• 11.11 Independent Contractors. The relationship of the Parties is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of other Party.

• 11.12 Notices. Customer is responsible for updating Customer’s data to provide Cloudflare with Customer’s most current e-mail address. In the event that the last e-mail address Customer have provided to Cloudflare is not valid, or for any reason is not capable of delivering to Customer any notices required by these Terms of Service, Cloudflare’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to Cloudflare pursuant to the Enterprise Subscription Agreement should be sent to the contact listed in the Order Form.

• 11.13 Entire Agreement. The Enterprise Subscription Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior discussions between the Parties with respect to such subject matter. No modification of or amendment to the Enterprise Subscription Agreement and these Terms of Service, or any waiver of any rights under the Enterprise Subscription Agreement and these Terms of Service, will be effective unless in writing and signed by an authorized signatory of each of Customer and Cloudflare.

CLOUDFLARE ENTERPRISE SUBSCRIPTION: SERVICE LEVEL AGREEMENT

1. SERVICE LEVEL AGREEMENT ("SLA"). Cloudflare commits to provide a level of service demonstrating:

• 1.1 Measureable Performance Enhancement. The Service will serve Customer Content measurably faster than the Customer's web site(s).

• 1.2 100% Uptime. The Service will serve Customer Content 100% of the time without qualification.

• 1.3 Penalties. If the Service fails to meet either of the above service levels, the Customer will receive a credit equal to the result of the Service Credit calculation in Section 6 of this SLA.

2. DEFINITIONS

• 2.1 Capitalized terms used in this SLA and not otherwise defined have the meanings ascribed to them in the Enterprise Subscription Agreement.

• 2.2 "Affected Customer Ratio" is calculated as follows:

• 2.3 "Claim" means a claim submitted by Customer to Cloudflare pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.

• 2.4 "Customer" refers to the organization that has signed an Enterprise Subscription Agreement under which it has purchased and explicitly enabled Services from Cloudflare.

• 2.5 "Customer Planned Downtime" is downtime specified by the Customer that is to be excluded from any calculation of an Outage Period. This would apply to any time when the Customer has requested Service access suspended from their environment.

• 2.6 "Customer Support" means the services by which Cloudflare may provide assistance to Customer to resolve issues with the Services.

• 2.7 "Force Majeure" refers to any downtime minutes that are the result of events or conditions beyond Cloudflare’s reasonable control. Such events might include but are not limited to any acts of common enemy, the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.

• 2.8 "Incident" means any set of circumstances resulting in a failure to meet a Service Level.

• 2.9 "Outage Period" is equal to the number of downtime minutes resulting from an Unscheduled Service Outage.

• 2.10 "Scheduled Availability" is the total number of minutes in the month minus any Customer Planned Downtime, and downtime caused by Force Majeure.

• 2.11 "Service" means Cloudflare's global service to improve website performance, security, and availability, as further described in ORDER INFORMATION Section of the

  ORDER FORM.

• 2.12 "Service Credit" is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.

• 2.13 "Service Level" means standards Cloudflare chooses to adhere to and by which it measures the level of service it provides as specifically set forth below.

• 2.14 "Unscheduled Service Outage" are those interruptions to the Service that have not been previously communicated to the Customer and that result in the Customer's application being unavailable to its customers or users. Unscheduled Service Outages exclude downtime minutes resulting from Customer Planned Downtime or downtime cause by Force Majeure.

3. SERVICE CREDIT CLAIMS

• 3.1 Cloudflare provides this SLA subject to the following terms. These terms will be fixed for the duration of the Initial Term of the Enterprise Subscription Agreement. If Enterprise Subscription Agreement is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term.

• 3.2 In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Customer Support of the Incident, using the procedures set forth by Cloudflare in CLOUDFLARE ENTERPRISE SUBSCRIPTION CUSTOMER SUPPORT TERMS, within five business days following the Incident.

• 3.3 To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network traceroutes, the URL(s) affected and any attempts made by Customer to resolve the Incident.

• 3.4 In order for Cloudflare to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the billing month following the billing month in which the Incident which is the subject of the Claim occurs.

• 3.5 Cloudflare will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.

4. SLA EXCLUSIONS

• 4.1 This SLA and any applicable Service Levels do not apply to any performance or availability issues:

• (a) Due to factors outside Cloudflare's reasonable control;

• (b) That resulted from Customer's or third party hardware or software;

• (c) That resulted from actions or inactions of Customer or third parties;

• (d) Caused by Customer's use of the Service after Cloudflare advised Customer to modify its use of the Service, if Customer did not modify its use as advised;

• (e) During beta and trial Services (as determined by Cloudflare); Or

• (f) Attributable to the acts or omissions of Customer or Customer's employees, agents, contractors, or vendors, or anyone gaining access to Cloudflare's Service by means of Customer's Authorized Users' accounts or equipment.

5. SERVICE CREDITS

• 5.1 The amount and method of calculation of Service Credits is described below in Section 6.

• 5.2 Service Credits are Customer's sole and exclusive remedy for any violation of this SLA.

• 5.3 The total amount of Service Credits awarded in any yearly billing period shall not, under any circumstance, exceed six (6) months of a Customer's cumulative total monthly service fees.

• 5.4 Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.

6. SERVICE CREDIT CALCULATION

• 6.1 For any and each Outage Period during a monthly billing period Cloudflare will provide as a Service Credit an amount calculated as follows:

7. METHODOLOGY

• 7.1 Cloudflare is not responsible for comprehensive monitoring of Customer Content; this responsibility lies with Customer. Cloudflare will review data on a Customer's reported Outage Periods as determined by any commercially reasonable independent measurement system used by the Customer.

• 7.2 Cloudflare will use all information reasonably available to it in order to calculate the Affected Customer Ratio during an Outage Period, including analysis of Service Data immediately prior to the Outage Period to estimate the ratio of a Customer's visitors that were affected during an Outage Period at one or more of Cloudflare's data centers.

CLOUDFLARE ENTERPRISE SUBSCRIPTION: CUSTOMER SUPPORT TERMS

Cloudflare commits to provide support services as described below:

1. DEFINITIONS

• 1.1 "Claim" means a claim submitted by Customer to Cloudflare pursuant to this support agreement.

• 1.2 "Customer Support" means the services by which Cloudflare may provide assistance to Customer to resolve issues with the Services.

• 1.1 "P1 Issue" shall mean any Customer Support issue where Service is significantly impaired and unavailable to multiple user locations. Example: multiple sites are affected.

• 1.2 "P2 Issue" shall mean any Customer Support issue where Customer experiences a repeatable inability to use the Service from a single location or region. Example: localized denial of service issue. This might be to a single site or even a single server.

• 1.3 "P3 Issue" shall mean any Customer Support issue that is a non-urgent matter or information request. Examples: Information requests, reports or usage questions, clarification of Documentation, or any feature enhancement suggestions.

2. ACCESS TO SUPPORT

• 2.1 Self-service Configuration Tools.

  Customer will have access to an online account interface to manage and configure the Service.

• 2.2 Online Support.

  Customer will have access to an online support center where the Customer may i.) open a Claim, ii.) send Cloudflare information by which to resolve issues with the Service, iii.) check on the status of open Claims, iv.) track any correspondence between Customer and Cloudflare developer support engineers and v.) access other informational resources to resolve issues with the Service.

• 2.3 Telephone Support.

  Customer will have access to a phone number to call to report potential issues with the Service. Issues with the Service will be escalated to Cloudflare's pooled technical support team to investigate and correct.

• 2.4 Customer may access more information regarding support options at http://www.cloudflare.com/help.

3. SCOPE OF CUSTOMER SUPPORT

• 3.1 Customer Support for the Service covers development and production issues for the Service, along with other key Service components. Customer Support shall further cover:

• (a) Informational and implementation questions about the Service and all Service features;

• (b) Best practices to help you successfully integrate and manage the Service;

• (c) Troubleshooting operational or systemic problems with the Service;

• (d) Troubleshooting API issues; and

• (e) Issues with Customer console or other Cloudflare tools.

• 3.2 Customer Support does not include code development or debugging of Customer web site(s) or software.

• 3.3 Only a Customer's Authorized Users may submit Claims to Customer Support.

4. RESPONSE TIMES AND AVAILABILITY

• 4.1 Our first-contact response times are based on your chosen severity level for each Claim. We're committed to providing a response within the timeframes described below.

• (a) P1 Issue. 1 hour.

• (b) P2 Issue. 2 hours.

• (c) P3 Issue. 1 day.

• 4.2 Telephone Support is available 24x7x365 for all P1 issues and during normal business hours for P2 and P3 issues.

• 4.3 All support Claims reported via e-mail or to Online Support will be considered P3 issues.

5. RESOLVED QUERIES

• 5.1 After Cloudflare's response to Customer's Claim, Cloudflare will work with Customer to identify and resolve its issue. A Claim is considered resolved if:

• (a) Customer's issue is resolved;

• (b) The source of the issue lies with a third party. (In which case, Cloudflare will continue to be a resource as Customer works with the third party on resolution.)

• (c) Customer does not respond to a query or request from Cloudflare after seven (7) consecutive days.

If you have questions about these terms or anything else about Cloudflare, please don't hesitate to contact us:

+1 (650) 319-8930

Cloudflare, Inc.
101 Townsend St,
San Francisco, CA 94107
USA