Terms of Service | Directus

Directus v12 is here

Last Updated: May 28, 2026

Directus Enterprise Cloud Master Services Agreement

1. Agreement: Overview

1.1 Agreement

This Directus Enterprise Hosted Service Agreement made between Client and Directus governs the order for the Directus Solution signed by the Parties (“Order”) and includes Exhibit 1 (Additional Definitions), Exhibit 2 (Service Level Agreement), Exhibit 3 (Support Services) and Exhibit 4 (Wire Transfer Instructions) (collectively, the “Agreement”). This Agreement grants Client a limited license to use the Directus Solution.

1.2 Overview

Pursuant to this Agreement, Directus provides a platform-as-a-service to manage backend applications and SQL database content for Client’s Projects. The specific Hosted Service provided by Directus to Client is described on the Order.

2. Hosted Service Access; Documentation

2.1 Access

Subject to the terms of this Agreement, Directus will use commercially reasonable efforts to provide access to the Hosted Service according to the Documentation, for Client’s business purposes. Client’s use of the Hosted Service is subject to the technical and quantity limitations associated with the subscription tier set forth on the Order.

2.2 Documentation License Grant

Subject to the terms of this Agreement, Directus grants to Client a limited, non-exclusive, non-sublicensable, non-transferable license during the Term to reproduce and use the Documentation solely for Client’s internal business purposes. Client may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Term, provided that Client also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Directus Solution.

Delivery

The Documentation shall be delivered to Client only electronically.

SLA

Directus shall make the Hosted Service available as set forth in Exhibit 2 (Service Level Agreement).

Changes to Hosted Service

Directus may modify, enhance or remove features or functionality of the Hosted Service from time to time. If the changes materially reduce the overall functionality, usability and capability of the Hosted Service, then Client shall have the right to terminate this Agreement and Directus shall refund Client any unused pre-paid fees on a pro rata basis for the remaining Term following the effective date of termination by Client. Directus will issue this refund within thirty (30) days of Client’s termination of this Agreement.

Limitations

Client shall use the Hosted Service only according to the Documentation, use commercially reasonable efforts to prevent unauthorized access to or use of the Directus Solution, and promptly notify Directus of any unauthorized access or use of the Directus Solution. Client is responsible for each User’s compliance with this Agreement.

Restrictions

Client may not use the Directus Solution in any manner or for any purpose other than as expressly permitted by this Agreement. Client shall not, and shall not permit or enable any third party to: (a) sublicense, distribute or otherwise grant access to or transfer the Directus Solution to any third party (except as permitted in the Subsection entitled Assignment), (b) alter, create derivative works of or otherwise modify the Directus Solution (except to the extent applicable laws specifically prohibit such restriction), (d) perform or disclose the results of stress tests or benchmarking testing of the Directus Solution, provided that Client may compare the Directus Solution to other products for its internal purposes, or (e) use the Directus Solution to publish harassing materials, promote hatred or violate applicable laws, or (f) use the Directus Solution to build a competitive product or service.

2.8 Service Analyses Data

Directus may compile statistical and other information related to the performance, operation and use of the Hosted Service in aggregated and anonymized form that is not specific to Client (“Service Analyses Data”). Service Analyses Data does not include any Client Confidential Information, any references to Client or any individual or any other information that would identify Client or any individual. Directus uses the Service Analyses Data for security and operations management, to create statistical analyses, and for research and development purposes.

3. Directus System Security; Disaster Recovery

System Security

Directus will take commercially reasonable technical and organizational measures designed to secure its computer networks and the Directus Solution from unauthorized access, use, alteration or disclosure. Directus shall not be liable for unauthorized third-party access to its computer networks or the Directus Solution, except to the extent caused by Directus’ negligence or willful misconduct.

Disaster Recovery

Directus has developed and maintains a sound disaster recovery and business continuity program (the “Program”) that includes plans designed to ensure the continued provision of the Hosted Service in the event of a disruption, disaster or failure affecting Directus’ operations (the “Plan”). The Plan will address the actions and resources required to provide for (a) the continuous operation of the Hosted Service, and (b) in the event of an interruption, the recovery of the functions required to enable Directus to provide the Hosted Service within the time period stated in the Plan following the initial interruption. Directus will notify Customer of any material changes to the Plan that may have a negative impact upon Customer. The Plan also must address: (1) Directus’ responsibility for backing up and otherwise protecting program and data files, protecting equipment, (2) Directus’ responsibility for maintaining its Plan, (3) internal controls, governance, readiness evaluation, exercise procedures, and (4) risk assessment processes related to disaster recovery and business continuity.

4. Directus Professional Services

Directus will provide professional services to Client as described in each statement of work referencing this Agreement and executed by the Parties, if any (the “Professional Services”).

5. Directus Solution Support Services

Subject to Client’s payment obligations under this Agreement, Directus will provide the maintenance and support services for the Directus Solution described at Exhibit 3 (the “Support Services”).

6. Client Content

License Grant

Subject to the terms of this Agreement, Client hereby grants to Directus a non-exclusive, royalty-free, worldwide license to, and to permit Directus’ subprocessors (including but not limited to its hosting partners) to, use, copy, modify, perform and display the Client Content during the Term, solely for the purpose of providing the Directus Solution to Client.

Consents

Client is responsible for obtaining any consents and authorizations related to Client’s use of the Client Content with the Directus Solution and Directus’ processing of Client Content under this Agreement.
Client Content Security and Privacy.

(a) Security. Directus shall maintain appropriate security for the Client Content, consistent with the security standards Directus uses to protect its Confidential Information and consistent with industry technical and organizational standards to protect against unauthorized processing and accidental loss or damage of the Client Content. Notwithstanding the foregoing, Directus disclaims all liability for harmful programming routines and other security vulnerabilities, and the consequences of such vulnerabilities, contained in Client Content itself.

(b)Limited Use. Directus will use the Client Content solely for the purpose of providing the Hosted Service and Support Services to Client. Directus will permanently and irrevocably delete all Client Content stored by Directus or its cloud hosting provider, or both, within thirty-five (35) days of a written request to do so from Client, or as otherwise required by law.

(c) Personal Data. If Client provides Personal Data to Directus under this Agreement, then Directus shall comply with U.S. and European Union federal, national and state laws related to data privacy in effect during the Term of this Agreement where the Personal Data data subject resides, including to the extent applicable, the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code (“CCPA”) and the laws of the European Union member states under the General Data Protection Regulation (“GDPR”). Directus and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration, (ii) sharing, collecting, retaining, using, or disclosing Client Personal Data for any purpose, other than the express purpose of providing the Professional Services to Client. Directus acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Client under this Agreement.

6.4 Breach Notice

Directus will maintain and follow a documented incident response plan and associated procedures consistent with industry standards for Security Incident handling. In the event of a Security Incident of which Directus becomes aware, Directus shall: (a) notify Client without undue delay; (b) investigate the Security Incident and take such steps as Directus in its sole discretion deems necessary and reasonable to remediate the Security Incident; and (c) provide Client with reasonably requested information about the Security Incident and the status of the remediation and restoration activities.

7. Proprietary Rights, Additional License Grants, Obligations and Restrictions

7.1 Proprietary Rights

The Directus Solution and Service Analyses Data are the exclusive property of Directus and constitute valuable intellectual property and proprietary materials of Directus. Subject to the limited rights expressly granted in this Agreement, Directus reserves all right, title and interest in and to the Directus Solution and Service Analyses Data and all derivative works thereof, including all Intellectual Property Rights. No rights are granted to Client except as expressly set forth in this Agreement.

(b) As between the Parties, the Client Content is the exclusive property of Client and constitutes valuable intellectual property and proprietary materials of Client. Subject to the limited rights expressly granted in this Agreement, Client reserves all right, title and interest in and to the Client Content, including all Intellectual Property Rights. No rights are granted to Directus except as expressly set forth in this Agreement. Directus is not responsible for the materials included in the Client Content and has no obligation to review the Client Content.

7.2 Feedback

Client hereby grants to Directus a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, license to use and incorporate into the Hosted Service suggestions, comments, improvements, ideas or other feedback or materials provided by Client (the “Feedback”). Directus will exclusively own any improvements or modifications to the Hosted Service based on or derived from any Feedback including all Intellectual Property Rights in and to the improvements and modifications.

Trademarks

Directus owns all right, title and interest in and to the Directus Marks and any goodwill arising out of the use of the Directus Marks will remain with and belong to Directus. Client may not copy, imitate or use the Directus Marks without the prior written consent of Directus. Client shall not remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Directus Solution. Client will not in any way dispute, challenge or contend the validity of the Directus Marks or any trademark, service mark or copyright registration owned by Directus.

8. Payments

Amount

In exchange for the rights granted to Client under this Agreement, Client agrees to pay the amounts specified in the applicable Order (the “Fee”). The Fee does not include taxes and Client shall be responsible for all such taxes, levies or duties associated with this Agreement, other than taxes based on Directus’ net income. Unless pricing for Renewal Terms is stipulated on the Order, all Renewal Terms are subject to the pricing schedule in effect at the time of such renewal. If a price increase is applicable to any Renewal Term, then Directus will provide Client with notice of such price increase at least thirty (30) days’ prior to the deadline for Client’s election to opt out of the Renewal Term

Payment

The Fee is payable in full, in advance for the Initial Term and any Renewal Term, unless the Order provides otherwise. Payment shall be made by wire transfer according to the wire transfer instructions at Exhibit 4. Directus may impose interest on late payments of undisputed invoices at the lower of 1.5% per month, or the maximum rate allowable by applicable law. Client’s payment of the Fee is not contingent on the delivery of future functionality. All invoices are payable net thirty (30) days from date of invoice in United States Dollars. Except as explicitly provided in this Agreement, all payments are non-refundable.

Invoice Disputes

Client must notify Directus of any invoice dispute within thirty (30) days of the date of the applicable invoice and shall cooperate with Directus in good faith in resolving any such dispute. If the Parties are unable to resolve such dispute within thirty (30) days after Client’s notice of the dispute each Party shall have the right to seek any remedies it may have under this Agreement, at law or in equity. For clarity, any undisputed amount must be paid in full. Directus may accept any payment in any amount without prejudice to Directus’ right to recover the balance of any amount due or to pursue any other right or remedy. Client shall pay all of Directus’ reasonable fees, costs and expenses (including reasonable attorneys’ fees) if legal action is required to collect outstanding undisputed balances.

9. Term and Termination; Suspension

Term

This Agreement commences on the Start Date listed on the Order and shall continue in effect until the End Date listed on the Order (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”), unless Client gives written notice of non-renewal to Directus at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and the Renewal Term(s) (if any) are referred to collectively as the “Term”.

Termination for Material Breach

If either Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after written notice by the non-breaching Party (fifteen (15) days in the case of non-payment), then the non-breaching Party may terminate this Agreement immediately upon notice.
Termination for Insolvency. Either Party may terminate this Agreement (including all related Orders) if the other Party: (a) ceases operation without a successor, (b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or (c) if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter).

Suspension of Hosted Service

In the event that Directus reasonably concludes that there is a significant threat to the security or functionality of the Hosted Solution, then Directus may suspend Client’s access to the Hosted Service without advanced notice in addition to and without prejudice to any other remedies Directus may have, until Directus identifies the cause of the threat or resolves the threat, but not to exceed ten (10) days.

Effect of Termination

In General. In the event of any termination or expiration of this Agreement: (i) all of Client's rights under this Agreement will immediately terminate, (ii) the licenses granted in this Agreement will terminate, (iii) all Users will immediately cease any access or use of the Directus Solution, and (iv) Client shall pay in full for the Professional Services performed up to and including the effective date of termination.

Client Content

Directus will make the Client Content available for Client to download, in an industry standard format, for no additional charge, for thirty (30) days following the termination or expiration of this Agreement, provided that Client has not requested deletion of the Client Content pursuant to Section 6.3(b). Directus will permanently delete all Client Content from the systems of Directus and its cloud-hosting provider approximately one hundred twenty (120) days following the termination of expiration of this Agreement.

Survival

Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the miscellaneous provisions of the Section entitled Miscellaneous.

Remedy

If Client terminates this Agreement due to material breach by Directus under Subsection 9.2, then Directus shall refund any pre-paid fees on a pro rata basis for the remaining Term within thirty (30) days of Client’s termination. However, this remedy shall not apply in the case of a breach of the Subsection entitled Support and Professional Services Warranty.

10. Additional Client Obligations; Third Party APIs

10.1 System Requirements

Client is solely responsible for ensuring that its systems meet the hardware, software and other system requirements for the Hosted Service specified in the Documentation. Directus has no control over and no responsibility for Client’s systems.

10.2 Third Party Services

The Hosted Service may enable Client to link to, or otherwise access, Third Party Services and to transfer Client Content from the Hosted Service to Third Party Services. Directus has no control over and no responsibility for: (a) Third Party Service or (b) Client Content transferred to Third Party Services. Client is solely responsible for its access and use of Third Party Services, including the transfer of Client Content to Third Party Services. If Client causes the Hosted Service to access Third Party Services, then Client must ensure that this access is authorized by the terms of service of the Third Party Service including by providing Directus with appropriate passwords, credentials or tokens issued to Client.

10.3 Third Party APIs

The features of the Hosted Service that interoperate with Third Party Services depend on the continuing availability of Third Party APIs. If a Third Party API ceases to be available to Directus on terms Directus deems acceptable, then Directus may modify the Hosted Service to no longer interoperate with the impacted Third Party Service. Client will not be entitled to a refund or credit related to modifications of the Hosted Service caused by changes to or unavailability of Third Party APIs or Third Party Services.

11. Confidential Information

Definition

“Confidential Information” means any information or data disclosed under this Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified by Discloser as confidential at the time of disclosure and confirmed in writing to Recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by Recipient to be confidential. Directus pricing is presumed Directus Confidential Information. Client Content and Client Personal Data are presumed Client Confidential Information.

Exclusions

Confidential Information does not include any portion of the information or data that Recipient can prove (a) is now or subsequently becomes generally available without violation of this Agreement; (b) Recipient rightfully had in its possession prior to disclosure without an obligation of confidentiality; or (c) Recipient independently developed without the use of any Confidential Information.

Limited Use and Non-Disclosure

Recipient will (a) use Confidential Information solely to fulfill its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, consultants, and agents who (i) have a need to know it in order to carry out its obligations under this Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this Agreement.

Compelled Disclosures

Recipient may disclose Confidential Information if required by law or legal proceeding only after providing Discloser with sufficient prior notice for Discloser to contest such requirement or to otherwise protect against its disclosure.

12. Limited Warranties and Remedies

Mutual Warranties

Each Party hereby represents and warrants to the other Party that (a) the individual executing this Agreement on behalf of such Party is duly authorized to execute this Agreement on its behalf, and (b) this Agreement is a valid and binding obligation of such Party and enforceable against such Party in accordance with its terms.

Hosted Service Warranty

Directus warrants to Client that during the first thirty (30) days of the Initial Term the Hosted Service will perform in all material respects in accordance with the Documentation. Client’s sole and exclusive remedy and Directus’ entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming component of the Hosted Service so that the affected component operates as warranted or, if Directus is unable to do so, terminate the license for the Hosted Service and refund any pre-paid fees for the Hosted Service on a pro rata basis for the remaining Term.

Support and Professional Services Warranty

Directus represents and warrants that during the Term, the Support Services and Professional Services will be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. Client’s sole and exclusive remedy and Directus’ entire liability for a breach of the foregoing warranty is to reperform the Support Services or Professional Services.

No Malicious Code Warranty: License Key

Directus warrants to Client that during the Term: (a) Directus applies industry standard tools to identify and eliminate viruses and other malware from the Hosted Service and (b) to Directus’ knowledge, the Hosted Service provided to Client does not include and does not transmit viruses and other malware. Notwithstanding the foregoing, Client acknowledges that the Hosted Service may contain a License Key mechanism which limits the use of the Hosted Service to the licensed functional scope and period. The License Key is designed to expire if this Agreement expires or is terminated, included if terminated for cause due to non-payment by Client, at which point the Hosted Service will no longer function.

Exceptions

The warranties in Subsections 12.2 through 12.4 do not apply to: (a) any component of the Hosted Service that has been used in a manner other than as set forth in the Documentation and authorized under this Agreement, to the extent such improper use causes the Directus Solution, Support Services or Professional Services to be nonconforming, (b) non-conformities with any warranty caused by Client Content or (c) Force Majeure or any other type of catastrophic damage. Any claim submitted under Subsections 12.2 through 12.4 must be submitted in writing to Directus during the warranty period.

Disclaimers

Directus does not warrant that the Directus Solution is free from bugs, errors, defects or deficiencies. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, DIRECTUS MAKES NO WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DIRECTUS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE HOSTED SERVICE THAT ARISE FROM CLIENT CONTENT OR THIRD PARTY SERVICES. CLIENT ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 12 ARE A MATERIAL PART OF THIS AGREEMENT, AND DIRECTUS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.

13. Indemnification

IP Indemnification by Directus

(a)Directus will, at its expense, either defend Client from or settle any claim, suit or proceeding (“Claim”) brought by a third party against Client alleging that Client’s use of the Directus Solution in accordance with this Agreement infringes or misappropriates such third party’s United States or European Union patent, copyright, trademark or trade secret intellectual property rights.

(b)Directus will indemnify Client from and pay: (i) all damages, costs and attorneys’ fees finally awarded against Client in a Claim under Subsection 13.1(a), (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Client in connection with the defense of a Claim under Subsection 13.1(a) (other than attorneys’ fees and costs incurred without Directus’ consent after Directus has accepted defense of the Claim); and (iii) all amounts that Directus agrees to pay to any third party to settle a Claim under Subsection 13.1(a). Further, should the Directus Solution become, or in Directus' opinion is likely to become, the subject of a claim of infringement or misappropriation Directus may, at its option and expense: (i) obtain a license to permit Client to continue using the Directus Solution according to the terms of this Agreement, (ii) modify or replace the relevant portion(s) of the Directus Solution with a non-infringing or non-misappropriating alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement by providing notice to Client, and provide Client with a refund of any pre-paid fees for the Directus Solution on a pro rata basis for the remaining Term.

(c)Directus’ indemnity obligation will not apply to the extent any infringement or misappropriation arises as a result of: (i) Client Content, (ii) a combination of the Directus Solution with software or systems not provided by Directus, or (iii) any failure of Client to comply with this Agreement.

Indemnification by Client

(a)Client will, at its expense, either defend Directus from or settle any Claim brought by a third party against Directus caused by or arising out of: (i) Client Content or (ii) an assertion that Client has violated Subsection 2.7 (Restrictions).

(b)Client will indemnify Directus from and pay: (i) all damages, costs and attorneys’ fees finally awarded against Directus in a Claim under Subsection 13.2(a), (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Directus in connection with the defense of a Claim under Subsection 13.2(a) (other than attorneys’ fees and costs incurred without Client’s consent after Client has accepted defense of the Claim); and (iii) all amounts that Client agrees to pay to any third party to settle a Claim under Subsection 13.2(a).
Process. The indemnified Party will promptly notify the indemnifying Party of any claim subject to this Section 13, but the indemnified Party’s failure to promptly notify the indemnifying Party will only affect the indemnifying Party’s obligations under this Section 13 to the extent that such failure prejudices the indemnifying Party’s ability to defend the Claim. The indemnifying Party may: (a) use counsel of its own choosing to defend against any Claim; and (b) settle the Claim as the indemnifying Party deems appropriate (except that the indemnifying Party may not settle any Claim unless the settlement unconditionally releases the indemnified Party of all liability related to the Claim). The indemnified Party shall provide the indemnifying Party, at the indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim.

14. Limitations of Liability

By Type

EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY’S OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION) IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, REMOTE, SPECULATIVE, COVER, PUNITIVE OR EXEMPLARY DAMAGES, (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES.

By Amount Generally

EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY’S OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE BY CLIENT TO DIRECTUS UNDER THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

By Amount for Certain Matters

EACH PARTY’S AGGREGATE LIABILITY FOR BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION) AND ITS OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION) SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).

Exclusions

No limitation of liability in this Agreement, whether through the exclusion of certain types of damages, a cap on the amount of damages, or other limitation, applies to either Party’s liability for violation of the other party’s intellectual property rights, gross negligence, intentional misconduct, death or personal injury.

Allocation of Risk

The Parties agree that the limitations specified in this Section 14 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each Party acknowledges that the foregoing limitations are an essential element of this Agreement and a reasonable allocation of risk between the Parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.

15. Disputes

Informal Dispute Resolution

If a dispute arises between the Parties, then the Parties will use reasonable efforts to resolve the dispute through negotiation. If such negotiations result in an agreement in principle to settle the dispute, the Parties shall cause a written settlement agreement to be prepared, signed and dated, whereupon the dispute shall be deemed settled, and not subject to further dispute resolution.

Unresolved Disputes: Waiver of Jury Trial

Upon the Parties’ mutual written agreement, any dispute under this Agreement may be submitted for resolution to mediation to occur at a mutually agreed upon location. The Parties reserve all rights to adjudicate any dispute not submitted to mediation hereunder, in any court of competent jurisdiction located in in New York, New York, USA; provided, however, that each Party hereby waives the right to a trial by jury in any such action.

Exception for Injunctive Relief

The Parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a Party’s intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to the dispute resolution process described above and any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

16. Miscellaneous

Logo Use

Directus may use Client’s name and logo in listings of Directus’ customers on the website located at www.directus.io and in other public statements or disclosures for the purposes of marketing the Directus Solution. Client may request that Directus cease or modify any use of Client’s name or logo that is misleading or tends to dilute Client’s brand.

Force Majeure

Directus shall not be responsible for any failure to perform under this Agreement which is due to causes beyond its control including, without limitation, problems with the Internet or Client’s hardware or software, third-party interference, network failure, wars, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, pandemic, power or utility failure, or acts of God.

Export

The Directus Solution and related technology are subject to applicable United States export laws and regulations. Client must comply with all applicable United States and international export laws and regulations with respect to the Directus Solution and related technology. Without limitation, Client may not export, re-export or otherwise transfer the Directus Solution or related technology, without a United States government license: (a) to any person or entity on any United States export control list, (b) to any country subject to United States sanctions, or (c) for any prohibited end use.

Anti-corruption

Client has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Directus personnel or agents in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Client becomes aware of any violation of the above restriction, Client will promptly notify Directus at abuse@directus.io.

Subcontracting

Directus may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations under this Agreement as it deems appropriate. Directus shall remain responsible for the performance of each such Subcontractor and shall ensure each Subcontractor complies with the provisions of this Agreement relevant to the Subcontractor’s services.

Independent Contractors

Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

No Third Party Beneficiaries

This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.

Assignment

Except as set forth in this Subsection, neither Party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other Party's prior written consent. Either Party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate, or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.

Applicable Law

This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, U.S.A., without regard to conflicts of law principles. In such case, the sole and exclusive personal jurisdiction and venue for any legal proceedings in connection with this Agreement shall be in the New York State Courts located in New York, New York and the U.S. District Court for the Southern District of New York. The Parties waive any objections related to such jurisdictions and venues. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.

Notice

Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notices required by this Agreement will be in writing and given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the Order (or such other address as may be specified in writing in accordance with this Subsection).

Additional Definitions. See Exhibit 1.

Entire Agreement

This Agreement, including any attachments and exhibits constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the Order, (ii) this Directus Enterprise Hosted Service Agreement and (iii) the Documentation. No modification, amendment, or waiver of any provision of this Agreement will be effective unless it exists in writing and is signed by the Party against whom the modification, amendment, or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Exhibit 1: Additional Definitions

“Client Content” means any software, applications, text, images, audio, video and other other data, including Client Confidential Data, Personal Data and Third Party Content, that Client: (a) inputs into or runs on the Hosted Service or (b) otherwise provides to Directus under this Agreement.

“Directus Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Directus.

“Directus Solution” means the Hosted Service and the Documentation.

“Discloser” means a Party that discloses any of its Confidential Information to the other Party.

“Documentation” means the documentation describing the Hosted Service accompanying the Hosted Service.

“Hosted Service” means the software-as-a-service hosted on machines owned or controlled by Directus, as further described on the Order, and any Updates and Upgrades to the Hosted Service.

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).

“License Key” means a data token provided by Directus associated with Client’s instance of the Hosted Service, and which enables use of the licensed functionality of the Hosted Service for a specific period of time.

“Party” means Directus or Client.

“Personal Data” means any information provided by Client to Directus used to identify a specific natural person, either alone or when combined with other information that is linkable by Directus to a specific natural person. Personal Data also includes other information provided by Client to Directus about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

“Project” means a URL associated with a specific Client project, for example clientname-project1.directus.app.

“Recipient” means a Party that receives any Confidential Information of the other Party.

“Security Incident” means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Content. For the avoidance of doubt, a suspected breach means that Directus has investigated or is investigating a potential breach and has made a reasonable determination that a breach is likely to have occurred.

“Third Party API” means an application programming interface provided by a Third Party Service to Client or Directus.

“Third Party Content” means third party content and information available to Client through Third Party Services.

“Third Party Services” means third party websites, platforms, applications, products or services such as, for example, Facebook® or YouTube®.

“Updates” and “Upgrades” are defined in Exhibit 3 (Support Services).

“User” means Client’s current employees, independent contractors, agents and consultants who are authorized or permitted by Client to access and use the Hosted Service on behalf of Client; provided that each individual is not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions, (b) on the United States Treasury Department’s list of Specifically Designated Nationals, (c) on the United States Department of Commerce’s Denied Persons List or Entity List, or (d) on any other United States export control list.

Exhibit 2: Service Level Agreement

The Hosted Service shall be capable of supporting one hundred (100) simultaneous Project Users while achieving the Service Levels set forth below.

Availability

The Hosted Service shall operate and be available no less than 99.9% of the time on a 24x7x365 basis (“Availability”). Scheduled Downtime (as defined below) shall not count against Availability.
Downtime. “Scheduled Downtime” means a period when the Hosted Service is not functioning due to scheduled support and maintenance services. Directus shall notify Client of scheduled Downtime at least twenty-four (24) hours in advance. “Unavailability” is deemed to have occurred from the time unavailability is reported to Directus to the time Directus notifies Client that the Hosted Service is restored. Unavailability is measured by calendar quarter and shall not include (i) Scheduled Downtime, (ii) periods of downtime caused by the acts or omissions of Client, (iii) periods of downtime caused by external attacks or (iv) periods of downtime caused by Force Majeure Events.

Service Credits

If the Availability of the Hosted Service for a given quarter is this percent of the minutes during the quarter:
Then Directus shall provide Client a credit equal to:
- 99% or more - $0
- 95% to 98.99% - 10% times the prorated monthly fee
- 90% to 94.99% - 25% times the prorated monthly fee
- 85% to 89.99% - 50% times the prorated monthly fee
- 80% to 84.99% - 75% times the prorated monthly fee
- 0% to 79.99% - 100% times the prorated monthly fee

Uptime Reporting

Directus provides the current and 30-day uptime history for the Hosted Service via the status monitoring tool at: https://status.directus.cloud/

Process and Payment

If Client believes that an instance of Unavailability has occurred, Client shall notify Directus at support@directus.com within fifteen (15) calendar days after the end of the applicable month, and then Directus shall, within fourteen (14) days, provide reports to Client detailing all outages during the applicable month. If Client elects to make a claim for an applicable credit, it must make this claim to Directus within forty-five (45) days after the end of the applicable month. Directus shall issue all credits within forty-five (45) days of Client’s election to make a claim. Failure by Client to insist upon a remedy with respect to any one or more instances of Unavailability shall not constitute a waiver of its right to insist on the same with respect to subsequent instances of Unavailability. The dollar amount of any credits which cannot be applied to future fees for the Hosted Service (i.e., due to termination or expiration of the license agreement) shall instead be paid to Client by Directus.

Exhibit 3: Support Services

Updates and Upgrades

Directus will provide Client access to the Hosted Service, including all Updates and Upgrades to the Hosted Service, as they become generally commercially available.

Support Windows

Directus provides Support Services by email to Client’s Authorized Contacts between the hours of 9:00am and 5:00pm Eastern Time, Monday through Friday, excluding bank holidays in New York, New York.

Support Tickets

Client must notify Directus by email to support@directus.io promptly following the discovery of any potential or actual Error. If requested by Directus, Client also shall submit to Directus any data and operating conditions that Directus may reasonably require to verify and reproduce the Error.

Support Response Times

When Client submits a support request as described above then Directus first will attempt to resolve the support request by email. If Directus cannot resolve the support request, and if Directus determines the support request qualifies as an Error, then Directus will provide Support Services according to Table 1.

TABLE 1

Priority	Definition	Initial Response Time	Estimated Resolution Time
4 - LOW	Information or enhancement request Information needed or other request	48 hours	10 business days
3 - MEDIUM	Problem where acceptable workaround is available Ability to use Hosted Service with faults that cause minor disruption to service	8 hours or next business day	As promptly as possible but within five business days
2 - HIGH	Hosted service is operational but functionality is seriously affected. Ability to use the hosted service but client operation is severely restricted and no workaround exists.	4 hours	1 business day
1 - CRITICAL	Hosted service is not operational. Hosted service is non-operational in the production environment	1 hour	4 hours

Definitions

Authorized Contact(s) means two (2) representatives of Client chosen by Client, who will be the exclusive point of contact with Directus for Support Services. Client may change its Authorized Contacts by providing written notice to Directus.

Error means any failure of the Hosted Service to conform to its Documentation which is verifiable and reproducible by Directus.

Update means a “patch release” (bug fix) or “minor release” (improvement) of the Hosted Service made generally commercially available by Directus. Updates are designated by the first digit to the right of the first decimal point (e.g., V2.1.0)

Upgrade means a “major release” of the Hosted Service. Upgrades are designated by the digit to the left of the first decimal point (e.g., V2.1.0)