CKSource Cloud Services Subscription Agreement

This CKSource Cloud Services Subscription Agreement (the “Agreement”) is entered into between CKSource Holding sp. z o.o., a company organized and existing under the laws of Poland, with its registered office in Warsaw, at ul. Okopowa 58/72 12th floor, 01-042 Warsaw, Poland, registered at the registry of entrepreneurs maintained by the District Court for the City of Warsaw in Warsaw, XIII Commercial Division KRS under number 0000896990, NIP number 5252860727 (“CKSource”) and the Subscriber.

Posted: November 15, 2024

If you require a to-be-signed version, please contact sales@cksource.com

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CKSOURCE’S SUBSCRIPTION SERVICES.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF CERTAIN SUBSCRIPTION SERVICES OF CKSOURCE. THE PARTICULAR SUBSCRIPTION SERVICES WHICH CKSOURCE WILL MAKE AVAILABLE TO YOU HEREUNDER WILL BE THOSE WHICH ARE SPECIFIED IN AN ONLINE ORDERING DOCUMENT WHICH IS SUBMITTED BY YOU AND WHICH REFERENCES THIS AGREEMENT (IN EACH CASE, AN “ORDER”). BY USING THE SUBSCRIPTION SERVICES, CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR ENTERING INTO AN ORDER WHICH REFERENCES THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  EACH ORDER IS SUBJECT TO, AND GOVERNED BY, THIS AGREEMENT AND DEEMED TO BE A PART HEREOF. AS USED IN THIS AGREEMENT, “YOU”, “YOUR” OR “SUBSCRIBER” REFERS TO THE COMPANY OR ENTITY IDENTIFIED IN THE ORDER.  BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUBSCRIBER TO THIS AGREEMENT.

CKSOURCE MAY UPDATE OR MODIFY THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.6 BELOW.

1. Definitions

The following definitions apply in this Agreement:

1. “Customer” is any person or entity who receives a license from Subscriber to use the Subscriber Application as interfaced with the Subscription Services for its own use and not for resale or further sublicensing.
2. “Customer Agreement” means a standard agreement under which a Customer is licensed by Subscriber to use the Subscriber Application.
3. “Documentation” means the applicable product documentation (which may include online user/help manuals) for the Subscription Services which is made generally available by CKSource as part of the Subscription Services.
4. “Effective Date” means, unless otherwise specified in an Order, the date on which Subscriber clicked the “I agree” button on the website or otherwise entered into an Order with CKSource.
5. “Editor Load” means an event that occurs each time CKEditor is initialized in Your application. For example, if 100 users load CKEditor 10 times each, there were 1,000 editor loads. This is recorded with a request to CKSource’s server when the “ready” event is dispatched in CKEditor.
6. “Software” means the software used by CKSource in the provision of the Subscription Services.
7. “Software-as-a-Service” (“SaaS”) means Software that is made available to the Subscriber via the internet from a remote hosted, CKSource-controlled environment.
8. “Subscriber Application” means the Subscriber’s software application (a single software solution) that will be interfaced with the Subscription Services to the extent authorized hereunder. Each Subscriber Application must contain significant functionality which is not included in the Software or Subscription Services licensed to the Subscriber under this Agreement. A License is granted for one Subscriber Application (multiple Subscriber Applications require multiple Licenses).
9. “Subscription Fees” shall have the meaning set forth in Section 5.
10. “Subscription Period” means the term for which Subscriber is granted rights to use the Subscription Services, including any and all renewal periods.
11. “Subscription Services” shall mean the Software-as-a-Service provided by CKSource as set forth in an Order.
12. “Support” shall have the meaning set forth in Section 7.3.

2. Grant of License; Types of Licenses

In consideration for the payment of the Subscription Fees set forth in Section 5 and subject to the terms and conditions of this Agreement, CKSource hereby grants to Subscriber a limited right to use the Subscription Services under the terms and conditions of this Agreement and the applicable Order. An Order may refer to or incorporate an online pricing page or other section of CKSource’s website and, if so, those other pages and/or sections shall be deemed a part of the Order. The grant of this license shall terminate upon the expiration or termination of this Agreement.

Licenses granted are of the following types:

1. Trial Subscription License – see Section 2.1
2. Paid Subscription License – see Section 2.2
3. Free Subscription License – see Section 2.3

2.1 Trial Subscription License

Subject to the terms below, Subscriber may use the Subscription Services at no charge for an evaluation period of up to fourteen (14) days (a “Trial Subscription License” for the “Free Trial Period”).  If Subscriber selects a Paid Subscription License pursuant to Section 2.2 below, then: (a) during the Free Trial Period, Subscriber shall be provided access to the full feature set of the Product ; and (b) if Subscriber does not cancel the Subscription Services (via CKSource’s customer portal) prior to the end of the Free Trial Period, then the Paid Subscription License will commence immediately thereafter.  For clarity, Subscriber shall be limited to one (1) Free Trial Period.

2.2 Paid Subscription License

If Subscriber purchases a license to the Subscription Services for which a fee is due pursuant to an Order (a “Paid Subscription License”), then the Subscription Period commences immediately following the Free Trial Period and continues until the end of the Subscription Period unless earlier terminated in accordance with this Agreement. Subscription Services for a Paid Subscription License, and associated Subscription Fees, will renew in accordance with Section 5.

2.3 Free Subscription License

If Subscriber enters into an Order for a license to the Subscription Services for which no fee is due (a “Free Subscription License”), the Subscription Period commences on the Effective Date of the Order and continues until this Agreement is terminated.  When subscribing to the Free Subscription License, the Software is provided under the terms of the Open Source General Public License (GPL). By using the Free Subscription License, the Subscriber agrees to comply with the terms of the GPL 2.0 license or any later version.

At any time, the Subscriber may choose to upgrade from the Free Subscription License or Trial Subscription License to the Paid Subscription License. Upon upgrading to the Paid Subscription License, the Software will no longer be governed by the GPL license, and the Subscriber agrees that any rights previously granted under the GPL license will no longer apply to the Subscriber’s use of the Software.  Instead, the Software will be subject to the terms of this Agreement, which will automatically apply upon the Subscriber’s subscription for the Paid Subscription License.

Paid and Free Subscription Licenses are subject to a limitation on Editor Loads, and may also be subject to limitations on access to packages and bundles of features, as specified in the Order.  Use of the Subscription Services beyond any such limitation requires payment of additional usage fees (“Overage Fees”). Such Overage Fees, including for upgraded packages or features, are based on CKSource’s then-current fees as set forth on the pricing page of CKSource’s website as further described in Sections 3.3 and 5 below.

3. Permitted License Uses and Restrictions

3.1 Subscription Services Usages and Restrictions

A. Restrictions and limitations are specified in this Agreement and/or Order. Nonconformance with restrictions and/or limitations constitutes a breach of the Agreement.

The Subscriber is granted a  non-exclusive, non-transferable, time-bounded right to use the Subscription Services solely to:

1. interface a Subscriber Application with the Subscription Services so that the Subscription Services inter-operate with such Subscriber Application;
2. make the Subscription Services available to Customers and Subscriber’s internal users of the Subscriber Application for use solely in conjunction with the Subscriber Applications in compliance with the terms of this agreement.

B. The Subscription Services provided to the Subscriber are non-exclusive and limited. Subscriber may not and shall ensure that its Customers and internal users do not:

1. decompile, disassemble, adapt, modify or reverse engineer the Subscription Services or its APIs or create derivative works based on the Software, unless a specific license allows for this;
2. use the Subscription Services in support of any third party except as expressly authorized hereunder;
3. sell, sublicense, rent, lease or otherwise transfer or grant any rights to the Subscription Services except as expressly authorized hereunder;
4. access the Subscription Services (i) in order to build a competitive solution or to assist someone else to build a competitive solution; or (ii) if Subscriber is a CKSource’s competitor or an employee thereof;
5. exceed usage limits specified in the Order without payment of Overage Fees as described hereunder; or
6. permit its Customers or internal users to use the Subscription Services after termination or expiration of this Agreement; or
7. Create more than one account per Subscriber Application.

3.2 Access to Subscription Services

The Subscription Services are made available to Subscriber from a remote computing environment  that is hosted by CKSource or its third party hosting provider. Subscriber may access the Subscription Services but Subscriber has no rights to receive a copy of the object code or source code to the Software.

3.3 Subscription Services Usage Calculation

Use of the Subscription Services will be subject to certain usage-based limitations (such as number of:  Editor Loads; documents imported or exported; or images uploaded).  The pricing and usage-based metrics for such Subscription Services shall be as displayed on the pricing page of CKSource’s website or in the Order. CKSource will track usage on a monthly basis and any overage amounts (i.e., amounts due for usage in excess of the applicable limitations) will be detailed on the next invoice and billed monthly (based on the rates set forth on the pricing page of CKSource’s website).  Subscriber will receive notifications of usage of the Subscription Services and approaching limits and may also monitor usage in the customer portal. Subscriber shall comply with, and ensure compliance of all users with, such usage limitations.

In the event that Subscriber’s use of the Subscription Services is subject to the number of Editor Loads specified in the product plan set forth in the Order; Fees for add-on Editor Loads are calculated as follows, where “Authorized Editor Loads” refers to the then-current number of Editor Loads to which Subscriber is entitled (i.e., the initial Editor Loads in the Order plus any add-on Editor Loads purchased pursuant to the terms below):

1. CKSource will calculate a count of the number of Editor Loads as at the end of each monthly subscription period;
2. CKSource will compare the actual number of Editor Loads against the number of Authorized Editor Loads;
3. CKSource will notify the Subscriber if the actual number of Editor Loads exceeds the Authorized Editor Loads; CKSource will also provide notification of approaching limits as usage gets toward the limit of the Authorized Editor Loads;
4. Subscriber will be billed for usage exceeding their Authorized Editor Loads at the published rate per each bundle of 1,000 Editor Loads on CKSource pricing page of CKSource’s website;
5. Subscriber may upgrade their Subscription Services plan (at then-current fees) to accommodate further Editor Loads before the end of the current billing period or pay Overage Fees as billed;
6. In the event that the Subscriber does not upgrade their plan or pay overage amounts billed within the payment terms of this Agreement, the Subscription Services will be suspended or terminated; and
7. Unless otherwise terminated pursuant to this Agreement, the Subscription Services will be restored upon Subscriber’s payment of fees due, or for Free Subscription Licenses, at the start of the next billing period.

3.4 Customer Agreements

Subscriber shall ensure that it puts in place a Customer Agreement with each Customer having terms substantially similar or at least as protective of CKSource’s rights as the provisions of this Agreement and the following provisions:

1. The Customer is granted a nonexclusive, nontransferable right to use the Subscription Services solely for its internal use and not for resale or further licensing;
2. The Customer may use the Subscription Services solely as interfaced with a Subscriber Application;
3. The Customer shall not be provided any warranty with respect to the Subscription Services, and the Customer Agreement shall incorporate the disclaimer set forth in Section 8.1 but with no reference to any warranty being provided to the Customer;
4. Subscriber’s licensors and vendors shall not have any liability or responsibility to Customer;
5. Title to the Subscription Services, including all intellectual rights to the Software,  remains with CKSource.
6. The Customer’s right to use the Subscription Services will terminate if the Customer breaches any of the terms set out in the Customer Agreement and is unable to cure such breach within a prompt cure period.

4. Term & Termination

4.1 Termination

This Agreement commences on the Effective Date and will remain in force until it is terminated or the Subscription Services are cancelled or otherwise expire in accordance with this Agreement. As described in Section 5 below, Subscriber may cancel the Subscription Services prior to the expiration of the then-current Subscription Period through CKSource’s customer portal.  In addition, CKSource may terminate this Agreement immediately if Subscriber does not pay the Subscription Fees (including Overage Fees) as provided herein. This Agreement may also be immediately terminated  by CKSource without notice if: (a) Subscriber fails to comply with any term(s) of this Agreement or (b) Subscriber terminates business activities or becomes insolvent, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver or similar authority. CKSource may terminate this Agreement upon notice to Subscriber: (i) prior to the commencement of any renewal period for a Paid Subscription License or: (ii) at any time for Trial Subscription License and Free Subscription License.

4.2 Effect of Termination

Upon termination of this Agreement (including upon expiration of the Subscription Services), all license grants provided herein shall immediately terminate and Subscriber and any of its internal users and Customers shall immediately cease using Subscription Services.  For clarity, termination of this Agreement shall also terminate the applicable Order for the Subscription Services.  The provisions of this Agreement which relate to confidentiality, intellectual property ownership, limitations and disclaimers of liability and payment obligations, along with terms which expressly or by their nature should reasonably survive termination, shall survive expiration or termination hereof.

5. Payment Terms

Subscriber agrees to pay CKSource the fees specified in the Order for use of the Subscription Services during the Subscription Period (“Subscription Fees”). The Subscription Fees are payable in United States dollars. A valid credit card or other CKSource - approved electronic payment method is required to obtain a license to the Subscription Services. The Subscription Fees are payable in advance for each subscription term (i.e., monthly or annually, as applicable) during the Subscription Period.

For a subscription that renews monthly, Subscription Fees are paid on a month-to-month basis in advance and will be automatically charged unless Subscriber cancels the Subscription Services through CKSource’s customer portal before the subscription month begins. For a subscription that renews annually, Subscription Fees will be paid in advance, and automatically charged, for each subsequent year unless Subscriber cancels the Subscription Services via the customer portal before the beginning of the subsequent subscription year. Subscriber is committed to each Subscription Period unless it cancels the Subscription Services prior to the commencement thereof in accordance with the above terms.  In this regard, Subscription Fees are non-refundable and non-cancellable. When a payment or automatic payment cannot be processed, Subscriber shall have up to fourteen (14) days from the renewal date to submit payment in order to retain use of the Subscription Services.

If Subscriber exceeds its licensed number of Editor Loads or other applicable usage limitations for any subscription month (see Section 3.3 above for additional details), then promptly upon expiration of each such subscription month, Subscriber shall pay Overage Fees (which shall be automatically charged) as set forth in the then-current pricing page on CKSource’s website. For clarity, Editor Loads are sold in bundles so that, if Subscriber exceeds its then-current ceiling for its licensed bundle, it must purchase one or more add-on bundle(s) in quantities which are then reflected on CKSource’s pricing page. Overage Fees are a part of the Subscription Fees due to CKSource hereunder.

CKSource may increase Subscription Fees for any renewal period by notifying Subscriber of such increase (including via a pricing page on CKSource’s website) prior to the commencement of such renewal period.

The Subscription Fees do not include taxes, and Subscriber shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by CKSource) due as a result of any amounts paid to CKSource. Subscriber shall bear all of CKSource’s  costs of collection of overdue fees, including reasonable attorneys’ fees.

6. Privacy and Security of Data

6.1 Privacy Policy

CKSource’s privacy policy (the “Privacy Policy”) is detailed on the website at https://ckeditor.com/legal/privacy-policy/. The Subscriber has read the Privacy Policy and associated Cookies Policy and accepts their contents. The Subscriber acknowledges that usage of the Subscription Services may involve collation, retention and storage of personal data.

6.2 Data Security

The parties shall comply with the terms and conditions regarding data security which are set forth in Schedule B.

6.3 Subscriber Account, Password & Security

Upon completing the registration process, Subscriber shall receive credentials to allow Subscriber to use Subscription Services. The use of some Subscription Services requires a secure passcode (“API Key”), which is directly associated with Subscriber’s account.  Subscriber is responsible for maintaining the confidentiality of the account (including the API Key) and is fully responsible for all activities that occur thereunder. Subscriber is not permitted to use another account without permission.  Subscriber agrees to immediately notify CKSource of any unauthorized use of Subscriber’s account or any other breach of security. CKSource is not liable for any loss or damage arising from Subscriber’s failure to comply with this Section 6. Subscription Services may prevent Subscriber from accessing the Subscriber Services until its identity can be confirmed if an account designation is used to access Subscription Services from more than one location or from multiple locations in sequence at once.

7. Availability and Support

7.1 System Availability

CKSource will exert commercially reasonable efforts to make Subscription Services available at least 99% during each calendar month of the Subscription Period; provided, however, that unavailability due to planned and emergency maintenance, as well as due to Force Majeure events (see Section 10.7 below), shall not count as downtime. System unavailability for the purposes of maintenance and upgrade will be scheduled with notice. All planned outages will be advised on the CKSource website or via email prior to the event.

7.2 Updates

CKSource will provide Subscriber Services updates when available and at its discretion. CKSource is under no obligation to develop any future functionality or enhancements. If an update for Subscriber Services is made available, CKSource may, consistent with its then-current practices, either: (a) automatically replace the previous version with the updated version; or (b) allow continuing access to the existing version for a CKSource-specified period. Where practical, CKSource will schedule Subscriber Services updates during non-business hours and will provide customers with advance notice on the login screen.  Updates do not include packages, modules or bundles of features which are separately priced and marketed by CKSource.

7.3 Technical Support

7.3.1 Nature of User Support

CKSource offers two levels of technical support (“Support”) under this Agreement: Essential Support and Professional Support. The level of Support Subscriber is entitled to is reflected in the Order.

During the Subscription Period, CKSource will provide Support for Defects in the operation of the Subscription Services (a “Defect” occurs when the Subscription Services do not operate in material conformity with the Documentation) in accordance with Schedule A.

7.3.2 Access to Support

CKSource will provide Subscriber access to the CKSource Online Support Center located at https://support.ckeditor.com/ where Subscriber will be provided access to Documentation, community forums and a web-based support form to submit a support case.

7.3.3 Support Conditions

CKSource’s obligation to provide Support is conditioned upon the following:

1. Subscriber makes reasonable efforts to solve the problem after consulting with CKSource, including cooperation with CKSource and following its instructions;
2. Subscriber provides CKSource with sufficient information and resources to correct the problem; and
3. Subscriber procures, installs and maintains all equipment necessary to operate Subscription Services.

7.3.4 Service Exclusions

CKSource is not obligated to provide Support in the following situations:

1. the problem is caused by Subscriber’s negligence, hardware malfunction or other causes beyond the reasonable control of CKSource;
2. the problem is attributed to third party software not licensed through CKSource; or
3. Subscription Fees have not been paid by Subscriber.

7.4 Changes to Subscription Services

CKSource may change or discontinue the Subscription Services or change or remove features or functionality of the Subscription Services from time to time.

8. Warranty and Liability

8.1 Warranty and Disclaimers

CKSource warrants, for the Term of each Order, and conditioned on Subscriber’s use of the Subscription Services in compliance herewith, that the Subscription Services will perform in all material respects in accordance with the Documentation. In the event that CKSource breaches the warranty above and is notified in writing promptly thereof, then CKSource will exert commercially reasonable efforts to remedy the non-conformity within a commercially reasonable period of time. If unable to do so, then Subscriber’s sole and exclusive remedy will be to terminate the applicable Order and receive a refund of pre-paid subscription fees for the unused remainder of the then-current subscription term.

EXCEPT FOR THE WARRANTIES IN SECTION 8.1 ABOVE, CKSOURCE MAKES NO  WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, AND EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CKSOURCE PROVIDES ANY TRIAL SUBSCRIPTION LICENSE OR FREE SUBSCRIPTION LICENSE ON AN “AS-IS” BASIS WITH NO WARRANTIES.

8.2 Limitation of Liability

IN NO EVENT SHALL CKSOURCE OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  THE AGGREGATE LIABILITY OF CKSOURCE AND ITS SUPPLIERS UNDER THIS AGREEMENT SHALL APPLY SEPARATELY TO EACH ORDER AND SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER FOR THE SUBSCRIPTION SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED BY SUBSCRIBER THEREUNDER. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION AND SHALL APPLY EVEN IF A PARTY SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  IF SUBSCRIBER RECEIVES THE SUBSCRIPTION SERVICES FOR NO FEE FOR A TRIAL PERIOD OR ANY OTHER FREE PERIOD, THEN IT SHALL HAVE NO RIGHT TO RECOVERY OF ANY DAMAGES FROM CKSOURCE.

8.3 Remedies for Infringement

In the event that CKSource reasonably believes that the Subscription Services may be subject to an infringement claim, CKSource may, in its sole discretion, either: (a) substitute substantially equivalent subscription services; (b) modify the Subscription Services; or (c) terminate the license granted hereunder.

9. Confidentiality

“Confidential Information” is non-public or trade secret information of a party which is provided to the other party hereunder. Confidential Information of CKSource includes the Subscription Services (including its underlying Software) and its related Documentation and materials, and the terms and conditions of this Agreement. The party receiving Confidential Information may use it only for the purposes for which it was provided and may not disclose it to any third party unless such third party is providing services or functions in support of a party’s exercise of its rights or performance of its obligations hereunder and is bound in writing by commercially reasonable confidentiality and limited use restrictions.  The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any confidentiality obligation; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, provided that, in such case, the recipient shall, to the extent reasonably practicable, give the other party prior written notice to afford the other party an opportunity to contest the disclosure.

10. General

10.1 Assignment

CKSource may freely assign this Agreement without restriction. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Subscriber, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of CKSource, which may be withheld or conditioned in its absolute discretion. Subject to the foregoing, this Agreement will be binding upon and will vest to the benefit of the parties and their respective successors and assignors.

10.2 Waiver, Severability and Third Party Beneficiaries

A party’s failure to act under this Agreement shall not indicate a waiver of its right to do so at a later date. No waiver of any provision of this Agreement shall be valid unless made in writing and signed by the waiving party. If a provision is found unenforceable, the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted reflecting the intent as closely as possible. There are no third party beneficiaries to this Agreement, including Subscriber’s Customers and internal users.

10.3 Compliance with Sanctions and Export Controls

Each Party shall comply with all applicable import, export, and re-export control laws and regulations (“Export Laws”) and will cooperate as necessary to ensure compliance. Subscriber represents that it is not a sanctions target and is not on any of the relevant applicable government lists of prohibited or sanctioned persons, denied parties or similar lists. Subscriber shall not, and shall ensure that its Customers and internal users do not, export, transfer or otherwise access or use the Subscription Services in any country subject to an applicable embargo or other sanction by an applicable jurisdiction or otherwise in violation of any Exports Laws.

10.4 Governing Law

This Agreement is governed by and construed and enforced in accordance with the substantive laws in force in the State of Delaware, USA, and in no event shall the United Nations Convention on Contracts for the International Sale of Goods govern this Agreement. The parties irrevocably submit to the exclusive jurisdiction of the State (and if jurisdiction exists) Federal Courts in Wilmington, Delaware, USA, with respect to any dispute arising out of or relating to this Agreement.

10.5 Notices

Except as otherwise specified in this Agreement, all legal notices (e.g. notice of termination of this Agreement for cause) required under this Agreement must be delivered to CKSource in writing:

(a) in person,

(b) via a nationally recognized delivery service, or by mail (postage prepaid, certified or registered, return receipt requested) to CKSource’s corporate headquarters, to the address below:

CKSource Holding sp. z o.o.

address: ul. Okopowa 58/72 12th floor, 01-042 Warsaw, Poland

attention: Wiktor Walc

With respect to all other notices, the Customer may email CKSource at legal@cksource.com.

The Customer agrees to receive electronic notices, messages and other communication from CKSource, which will be sent by email to the email address provided by the Customer or via a dedicated platform provided by CKSource or via other appropriate electronic means of communication. Any email notice that CKSource sends to email address indicated by the Customer or via the communication platform will be effective when sent by CKSource, whether or not the Customer actually receives it.

Billing-related notices to the Customer will be addressed to the relevant billing contact indicated by the Customer.

10.6 Changes to this Agreement

CKSource may revise this Agreement from time to time.  In each instance, CKSource will give Subscriber at least forty-five (45) days’ advance notice of the changes.  This notice: (a) will be provided in an email to an administrative user of Subscriber who provided their email address to CKSource in the Order or otherwise in connection with the Subscription Services; and (b) may point to https://ckeditor.com/legal/ for review of the updated Agreement.  As to Subscriber, such changes will take effect at the end of the 45 day notice period except as provided below. If Subscriber does not wish to accept such changes, then Subscriber may, as its sole remedy, notify CKSource within thirty (30) days of receipt of the notice of such changes that the Agreement will terminate in thirty (30) days from CKSource’s receipt of such termination notice unless the parties resolve the issue during this 30-day period. If no such resolution occurs, then this Agreement will terminate at the end of such 30-day period.

10.7 Force Majeure

Neither party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances not within such party’s reasonable control, such as a natural disaster, act of war or terrorism, riots, fires, acts or orders of government, labor disruption, internet or telecommunication outages or interruptions, hacking or similar incidents, or power outages.

10.8 Intellectual Property; Analytic Data

CKSource, or its affiliates or licensors (as applicable), own(s) all rights, title and interest in and to the Subscription Services, the underlying Software, all Documentation and related materials, the Analytic Data, and all modifications or derivatives thereof. Any rights or licenses not expressly granted to Subscriber in this Agreement are expressly reserved by CKSource.

Subscriber agrees that it shall have and obtain all necessary rights and consents for CKSource to use, process and store all data provided or uploaded by Subscriber or its end users into the Subscription Services (“Subscriber Data”) for the purposes of performing its obligations hereunder.

CKSource may collect and analyze data and content collected and derived from Subscriber and its  Customer’s and internal users’ use of the Subscription Services and the data and content uploaded therein to determine usage volumes and trends, optimize support, improve and promote the Subscription Services and for other business purposes (collectively, “Analytic Data”); provided that such Analytic Data shall be de-identified and aggregated.

10.9 Rights to Access and Retrieve Data

CKSource Subscription Services perform operations on and distribute Subscriber Data. The Subscriber and end users retain all of their respective rights, title and interest in and to their Subscriber Data. CKSource rights to access and use Subscriber’s and end users’ Subscriber Data are limited to those expressly granted under this Agreement. No other rights with respect to such Subscriber Data are implied. CKSource has no control over the purposes for which the Subscriber uses Subscriber Data. CKSource is not responsible for any information that the Subscriber or end users add to CKSource’s Subscription Services. CKSource will not sell Subscriber Data. CKSource will not otherwise share Subscriber Data, other than as required to fulfill its contractual obligations to Subscriber or as otherwise permitted under this Agreement.

10.10 Entire Agreement

This Agreement, together with the Orders, constitutes the entire agreement between the parties concerning the Subscription Services and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.

CKSource’s trademarks may be used publicly only with permission from CKSource and proper acknowledgement. The names “CKSource”, “CKEditor”, ”CKEditor Ecosystem”, ”CKBox”, “CKFinder” and their logos are trademarks of CKSource.

Keep in mind that every potential CKSource trademark must be cleared through legal searches prior to adoption to reduce potential infringements, whether or not they will go through the formal registration process. All other trademarks, brands, and names are the property of their respective owners.

Schedule A
CKSource Support

A. SUPPORT

1. CKSOURCE SUPPORT SERVICE LEVELS

CKSource undertakes to provide Support in accordance with the following Service Levels:

1. Response times within the Service Hours: 2 business days. (Business days are based on Service Hours as defined in Section A.2. below).
2. Subscriber is entitled to two (2) Support tickets per calendar month on the Essential Plan and four (4) Support tickets per calendar month on the Professional Plan.

2. SERVICE HOURS

CKSource’s Service Hours:

• Central European Time office: 9:00 AM to 5:00 PM Monday to Friday local time excluding public holidays in Poland.

3. REPORTING OF DEFECTS

All Defects are to be reported by a Subscriber representative through the CKSource technical support form on the CKSource website at: https://ckeditor.com/contact/ CKSource’s response to Support requests submitted by email will be delayed. After submission include the CKSource Support case number that was advised by email in response to the initial reporting.

4. APPLICATION TO SUBSCRIPTION SERVICES

CKSource’s Support for any release of the Subscription Services  will end as specified:

The later of either: (a) six (6) months after the release has been superseded; or (b) eighteen (18) months after the release was made available. Fixes for Defects will be delivered as a part of the normal release process (i.e. in the next release of the Subscription Services).

Schedule B
Data Processing Agreement

This document is a data processing agreement (DPA) and constitutes an integral part of CKSource Cloud Services Subscription Agreement (Agreement) between CKSource Holding sp. z o.o., a company organized and  existing under the laws of Poland, with its registered office in Warsaw, ul. Okopowa 58/72 12th floor, 01-042 Warsaw, Poland, registered at the registry of entrepreneurs maintained by the District Court for the City of Warsaw in Warsaw, XIII Commercial Division KRS under number 0000896990, NIP number 5252860727, REGON 388793391 ( CKSource or Processor) and Subscriber (or Controller).

Data identifying the Customer, including their name, address or registered seat and relevant identification number, are indicated in the Order which constitutes an integral part of this DPA.

The Controller and the Processor shall hereinafter also jointly be referred to as the “Parties”.

1. Definitions

Processor – an entity contracted with personal data processing under a data processing agreement with the Controller;

Data Controller – an entity that on its own or jointly with others determines purposes and methods of personal data processing;

Filing system - any structured set of personal data which are accessible according to specific criteria, regardless whether decentralized or dispersed on a functional basis;

Data Processing - any operation which is performed on personal data, such as collection, recording, storage, development, alteration, making available and erasure, in particular performed within IT systems;

Law – means any privacy and/or data protection laws, regulations and binding guidance that apply to the Processing of Personal Data under the Agreement, or to the privacy of electronic communications, including, to the extent applicable, (i) the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the EU e-Privacy Directive (Directive 2002/58/EC), (ii) the California Consumer Privacy Act (“CCPA”);

GDPR – Regulation of the European Parliament and the Council (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

"Restricted Transfer" means: (i) where the GDPR applies, a transfer of personal data originating from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission;

“Standard Contractual Clauses” or "EU SCCs" means the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the European Council;

Sub-processor – an entity contracted by the Processor to process personal data in full or in part, as a consequence of performance of its DPA with the Controller;

Supervisory Authority - a public authority supervising compliance with data protection regulations, authorized to  control and impose administrative penalties, should it detect any violations of the binding provisions of personal data protection regulations.

2. Subject matter hereof

2.1. Under this DPA, the Controller shall contract the Processor with processing of personal data,  collected in the filing systems specified below, and in the scope defined below.

2.2. Purpose of the personal data processing shall be to perform the provisions of the Agreement, including but not limited to provision of services or granting a license by the Processor to the Controller.

2.3. Scope of processing shall include: to collect,  archive, store, record, develop personal data.

2.4. The Processor shall process the personal data contracted by the Controller, comprising in personal data entered by the Controller or its customers into CKSource Cloud Services. The scope of data entrusted for the processing includes, i.a., name and surname, telephone number, address, email address, the ID card number, image, or any other personal data voluntarily entered by the Controller or by the end users into CKSource Cloud Services.

2.5. Should the provisions of the Agreement, referred to under section 2.2 above, contradict the provisions hereof with respect to the terms and scope of data processing by the Processor or its Sub-processors, the provisions hereof shall prevail, unless this DPA provides otherwise.

3. Obligations of the Processor

3.1. The Processor undertakes to process personal data concerned only in the scope and for the purpose defined in the DPA.

3.2. The Processor shall process personal data upon instruction of the Controller. An instruction shall be considered a task contracted to be delivered by the Processor under the provisions hereof, and also all communication with the Controller or Data Subject, in particular electronic communication (e.g. an email).

3.3. The Processor undertakes to implement and maintain at all times all technical and organisational measures for safe processing of the data concerned, in line with the requirements laid down by the GDPR, in particular its article 28 and article 32.

3.4. The Processor undertakes to monitor compliance with the terms of protection, defined under section 3.3 above.

3.5. The Processor undertakes to have personal data processed only by persons authorized to do so by the Processor.

3.6. The Processor shall have the persons authorized to process personal data undertake to keep confidentiality, or shall ensure that they are under a respective statutory confidentiality obligation.

3.7. Given the commitment by the Processor to ensure proper technical and organizational measures, and to be able to demonstrate compliance of the data processing with the binding provisions of law, the Processor shall implement data protection policies, defined under GDPR article 24(2), if proportionate in relation to its processing processes.

3.8. The Processor may have all or even part of the personal data processing operations, defined under section 2 hereof, performed by another entity.

3.9. Upon termination or expiry hereof, the Processor undertakes promptly, without an additional notice, to return to the Controller the personal data concerned, and to permanently erase them from all carriers, both in electronic and paper format, unless the respective provisions of the EU or domestic law oblige the Processor to process the data.  The obligation, defined in this subsection, shall also be binding upon the entities processing the data as contracted by the Processor as its Sub-processors.

3.10. Processor shall act solely as a “Service Provider” (as defined in the CCPA) with respect to any personal data provided by Controller, and Processor shall not take any action that would result in Processor not acting as a Service Provider. Processor certifies that it understands its obligations under the CCPA and will comply with the restrictions and obligations contained in this DPA. Processor represents and warrants that it shall not disclose or engage in any processing activity with regard to Controller personal data that would constitute a “sale” of personal information under CCPA.

4. Rights and Obligations of the Controller

4.1. The Controller warrants that all personal data contracted to the Processor for processing purposes have been collected in line with the absolutely binding provisions of law.

4.2. The Controller reserves itself the option to audit the Processor, as specified under GDPR article 28(3)(h). Such an audit make take place only upon a prior notice given to the Processor not later than 2 weeks before the audit concerned, and shall not interfere with normal operation of the Processor’s business. During the audit, the Controller shall be obliged to comply with the Processor’s internal safety and confidentiality procedures and policies. Should the Controller contract a third party perform the audit, the auditor cannot be a Competitor of the Processor or an affiliate of the Processor’s Competitor, including their employee or cooperating partner, regardless of the basis of their employment or cooperation, and also such an auditor shall be obliged to maintain confidentiality.

4.3. The Processor under`takes to promptly notify the Controller of any administrative or court proceedings, administrative decision, ruling, notified audits and inspections, should they involve personal data contracted by the Controller.

5. Confidentiality

5.1. The Processor, its Sub-processor and other persons acting on its behalf, who have access to personal data, shall be bound by a confidentiality obligation and shall keep professional secret in terms of personal data processing, and personal data protection policy, in line with the binding data protection legislation.

5.2. The Controller shall be obliged to keep confidential all documentation and information received from the Processor, concerning technical and organizational safety measures in place with the Processor and its Sub-processors, and also other information the Processor wants to keep confidential.

5.3. The confidentiality obligation shall remain binding also upon termination hereof.

6. Sub-processing services (Sub-processor)

6.1. The Controller hereby agrees for the Processor to utilize services of another processor (Sub-processor) and to subcontract in full or in part processing of the personal data, defined under section 2 hereof (general consent).                                            

6.2. The Processor shall inform the Controller of all intended changes to add a Sub-processor or to replace one, thereby enabling the Controller to object against such changes.

6.3. The Processor shall be obliged to verify whether the Sub-processor concerned is able to ensure safe data processing, in line with terms and conditions laid down by the absolutely binding provisions of law, in particular the provisions of the GDPR.

7. Liability and Penalties

7.1. The Processor acknowledges that in performance of this DPA within the processing operations concerned, it shall be responsible for implementing risk-adequate technical and organizational measures, and ensuring processing in compliance with the provisions of law.

7.2. The Processor acknowledges that in connection with the performance hereof, it may be audited for compliance of its data processing by a Supervisory Authority controlling compliance of the data processing with the binding provisions of law.

7.3. The Controller undertakes to promptly notify the Processor of any administrative or court proceedings, and/or notified controls and/or inspections, should they involve personal data contracted to the Processor, to enable the Processor to demonstrate legal compliance of its processing operations, or else the Controller shall be deprived of its right to raise a claim against the Processor for reimbursement of costs incurred by the Controller in connection with such administrative and/or court proceedings, and/or such a control and/or inspection.

8. Duration of the DPA

8.1. The DPA shall be concluded for the duration of the Agreement, defined under section 2.2 hereof.

8.2. The Controller may terminate the DPA, and also the Agreement, defined under section 2.2 hereof, should an administrative decision or a final and non-appealable judgment be handed down upon the Processor as a result of proceedings initiated in connection with a personal data protection breach involving processing operations performed by the Processor.

9. Data Transfers

Processor shall (and shall procure that any Sub-processor shall) not Process or transfer (directly or via onward transfer) any personal data in or to a territory other than the territory in which the personal data was first collected (nor permit the personal data to be so Processed or transferred) and shall not conduct any transfers unless it takes all such measures as are necessary to ensure such Processing or transfer is in compliance with Law (including such measures as may be communicated by Controller to Processor).  Without prejudice to the foregoing, the parties agree that when a transfer of personal data by Controller (as data exporter) to Processor (as data importer) under this DPA is a Restricted Transfer, Processor and Controller shall be bound by the Standard Contractual Clauses.

10. Final Provisions

10.1. Should the Controller require assistance in performing its obligations to respond to a request made by a data subject, in terms of exercising the rights of the later defined under GDPR Chapter III, the Controller shall notify the Processor of the requirement concerned. Terms of providing support by the Processor, referred to in the previous sentence, shall be agreed by and between the Parties in a separate agreement.

10.2. Should any of the provisions hereof be invalid or ineffective, it shall not affect validity or effectiveness of other provisions hereof. The Parties shall have such an invalid or ineffective provision replaced with another, valid and effective one, which shall reflect the business objective of the invalid or ineffective provision. Should the DPA fail to provide for a regulation it should have provided for by law, the Parties, acting in good faith, shall add such a regulation to the provisions hereof.