Effective May 10, 2023
This Enterprise Subscription Agreement (this “Agreement”) is entered into by and between Cloudflare, Inc. a Delaware company with its principal office at 101 Townsend Street, San Francisco, CA 94107 (“Cloudflare”) and the entity or person agreeing to the Agreement (“Customer”), each a “Party” and collectively the “Parties.” The Agreement is effective as of the earlier of the date of last signature of the Parties on the initial Order Form (“Effective Date”).
Capitalized terms will have the meanings set forth in this Section 1, or in the section where first used in this Agreement.
1.1. “Affiliate” means any person, corporation, or other entity which controls, is controlled by, or is under common control with a Party, where “control” means control of more than fifty percent (50%) of the voting stock or other ownership interest.
1.2. “Administrative Users” means Customer’s and its Affiliates’ employees, agents, directors, contractors, or other representatives who are authorized to administer Customer’s and/or its Affiliates’ use of such Services.
1.3. “Cloudflare Technology” means the Service, Documentation, Network Data, and any of Cloudflare’s proprietary technology, including any software, processes, scripts, algorithms, user interfaces, know-how, technologies, data, designs, and/or other tangible or intangible technical material or information, together with all updates thereto and all Intellectual Property Rights therein.
1.4. “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) which is labeled as proprietary or confidential at the time of disclosure or by its nature is confidential and would be judged so under a reasonableness standard, or is disclosed or provided under circumstances reasonably indicating it is confidential or proprietary. Confidential Information does not include information that (a) is independently developed by the Receiving Party; (b) is rightfully given to the Receiving Party by a third party without confidentiality obligation; (c) was known to the Receiving Party at the time of disclosure, without confidential or proprietary restriction; or (d) becomes public through no fault of the Receiving Party.
1.5. “Customer Account Information” means the information Customer provides upon subscribing to the Service, audit logs, and Customer account settings.
1.6. "Customer Content” means any files, software, scripts, multimedia images, graphics, audio, video, text, data, or other objects originating or transmitted from or processed by any Internet Properties owned, controlled or operated by Customer or uploaded by Customer through the Service, and routed to, passed through, processed and/or cached on or within, Cloudflare’s network or otherwise transmitted or routed using the Service by Customer.
1.7. “Customer Data” means collectively, Customer Account Information, Customer Content and Customer Logs.
1.8. “Customer Logs” means any logs of End Users’ and Administrative Users’ interactions with Customer’s Internet Properties and the Service that are made available to Customer via the Service dashboard or other online interface during the Term by Cloudflare.
1.9. “Customer Support and Service Level Agreement” or "SLA" means the then current customer support terms and service level agreement at https://www.cloudflare.com/enterprise-support-sla/.
1.10. “Damages” means any (i) settlement amounts approved by the indemnifying Party; and (ii) damages and costs finally awarded against the indemnified Party by a court of competent jurisdiction.
1.11. “Data Processing Addendum” or DPA means the then current data processing addendum at https://www.cloudflare.com/cloudflare-customer-dpa/.
1.12. “Documentation” means all online user manuals, developer documentation, and other technical materials relating to the Services made available to Customer by Cloudflare, as may be updated from time to time.
1.13. “End User” means a third-party visitor to Customer’s Internet Properties and Customer’s employees, agents, or contractors who access or use the Services.
1.14. “Fees” means any payment due by Customer to Cloudflare under this Agreement.
1.15. “Information Security Exhibit” means the then current information security exhibit at https://www.cloudflare.com/security-exhibit/.
1.16. “Initial Term” means the initial term of a Subscription to Service(s) as specified in the initial Order Form, beginning on the Service Date.
1.17. “Intellectual Property Rights” means any and all now known or hereafter existing worldwide: (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 trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing.
1.18. “Internet Properties” means a website, including any subdomain thereof, network, or any Internet connected application.
1.19. “Laws” means any domestic, foreign, local, state, national and supranational laws, including without limitation EU and UK Data Protection Laws, regulations and treaties applicable to the respective Party.
1.20. “Malicious Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, software agents and programs.
1.21. “Network Data” means all models, observations, reports, analyses, statistics, databases and other information created, compiled, analyzed, generated or derived by Cloudflare from server, network or traffic data generated by Cloudflare in the course of providing the Service.
1.22. “Order Form” means an order form and/or insertion order executed by Cloudflare and Customer or an order for Services placed by Customer from its Cloudflare dashboard and governed by this Agreement.
1.23. “Renewal Term” means each recurring twelve (12) month period following expiration of the Initial Term, unless a different time period is specified in an applicable Order Form.
1.24. “Service(s)” means all Cloudflare services and products listed at www.cloudflare.com, along with any software made available by Cloudflare in connection with such services, including software development kits and application programming interfaces.
1.25. “Service Date” means the service date specified in an Order Form on which the Initial Term or a Renewal Term of a Subscription starts.
1.26. “Subscription” means a subscription to the Services specified in one or more Order Forms.
1.27. “Subscription Services” are Services ordered by Customer as part of a Subscription as specified in an Order Form.
1.28. “Subscription Term” means the period of time from the Service Date, including the Initial Term and all Renewal Terms, until the expiration or termination of a Subscription.
1.29. “Service-Specific Terms” means additional terms of use pertaining to certain individual Cloudflare Services as set forth at https://www.cloudflare.com/service-specific-terms-overview.
1.30. “Third-Party Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court (including an arbitral body) or a government tribunal (including any appellate proceeding).
2.1. Provision of Services; Subscription. During the Subscription Term, Customer may access and use the Subscription Services in accordance with the Agreement. Customer may add additional Services to their Subscription by entering into an Order Form for such additional Services. Any terms set out in an Order Form only apply to the Subscription Services referenced in such Order Form.
2.2. Use by Affiliates. If Customer’s Affiliates access and use the Services under Customer’s Subscription, Customer will remain liable for payment of all Fees and its indemnification obligations under Section 10 (Indemnification). Customer will cause such Affiliates to comply with the Agreement as if they were Customer and any reference to “Customer” will be read to include such Affiliates. Any breach of the Agreement by an Affiliate of Customer or their respective Administrative Users, or other representatives will be deemed a breach by Customer of the Agreement and Customer will be liable for such breach as if itself had breached the Agreement. If a Customer’s Affiliate and Cloudflare execute a separate Order Form stating to be governed by the terms of this Agreement (“Affiliate Order Form”), such Affiliate and Cloudflare are deemed (a) to have entered into a separate enterprise subscription agreement containing the terms of this Agreement with any reference to “Customer” meaning only such Affiliate (“Affiliate Agreement