Master Services Agreement

Services: DRSite's backup, monitoring, standby, failover and related features, and Instasite, as described for the Customer's plan. Order: the plan, sites and fees the Customer chooses in DRSite or in a signed order form. Customer Data: the websites, files, databases, mail and other content the Customer or its users submit or let the Services collect, including from Connected Accounts. Connected Accounts: the Customer's hosting panels, DNS providers, registrars, storage and other third-party accounts it connects to DRSite. Authorized Users: people the Customer allows to use its account. Aggregated Data: de-identified, aggregated information about how the Services perform and are used.

NETCETERA OÜ will provide the Services in the Order with reasonable skill and care, in line with the SLA, and may use subcontractors (listed in the DPA) while staying responsible for them. We may improve and change the Services; we will not materially reduce a paid plan's core features during its current billing period.

Failover depends on things outside our control, including the Customer's DNS provider and records, DNS caching by visitors' networks (TTL), hosting panels and the content of the latest backup. A standby copy is as current as the last successful backup and sync.

• Only protect websites it owns or has the right to copy, monitor and fail over, and have a lawful basis for any personal data they contain.
• Keep Connected Account credentials it gives us current, and keep its own sign-in and access codes secure.
• Set up what the Services need, such as DNS access, a suitable TTL and the DRSite extension or plugin.
• Not use the Services in breach of law, the Terms of use or the acceptable use rules there, and be responsible for its Authorized Users.
• Tell us promptly about any security incident in its account.

The Customer owns Customer Data. It grants NETCETERA OÜ the right to host, copy, transmit and process Customer Data only to provide, secure and support the Services. Where Customer Data contains personal data, the DPA applies andNETCETERA OÜ acts as processor.

NETCETERA OÜ owns the Services, the software, the extension and plugin, and Aggregated Data, and keeps all rights not expressly granted. Feedback the Customer gives may be used freely to improve the Services.

Fees are as shown for the plan in DRSite or the Order, charged in advance monthly or yearly by card through Stripe, and exclude VAT and other taxes, which are added where applicable. Subscriptions renew automatically for the same period until cancelled. If a payment fails, we may suspend the Services after giving notice and at least 7 days to pay. We may change prices with at least 30 days' notice, effective from the next billing period.

Fees already paid are not refunded, except as service credits under the SLA or where the law requires.

The SLA sets out availability and response commitments and the service credits available if they are missed. Service credits are the Customer's sole remedy for a failure to meet the SLA, without limiting rights to end the Agreement for material breach.

Each party confirms it may enter this Agreement. NETCETERA OÜ confirms the Services will perform materially as described for the plan. If they do not, the Customer should tell us, and we will fix the problem or, failing that, the Customer may end the affected Order and receive a pro rata refund of prepaid fees for the remaining period.

Otherwise, and to the extent the law allows, the Services are provided without other warranties, including that they will be uninterrupted or error-free or that every backup, check or failover will succeed. The Customer should keep its own independent backups of critical data.

To the extent the law allows: neither party is liable for indirect or consequential loss, or loss of profits, revenue, goodwill or business; NETCETERA OÜ's liability for loss or corruption of Customer Data is limited to restoring it from the latest backup available to us; and each party's total liability under this Agreement in any 12 months is limited to the fees paid and payable by the Customer in the 12 months before the event giving rise to the claim.

These limits do not apply to liability for death or personal injury caused by negligence, fraud, intentional misconduct or gross negligence, the Customer's payment obligations, or the indemnities in clause 10, or to any liability that cannot be limited by law.

Each party will keep the other's confidential information secret, use it only for this Agreement, and share it only with staff, advisers and subcontractors who need it and are bound to confidentiality. This does not cover information that is public, already known, independently developed or lawfully received from someone else, or disclosure required by law (with notice where allowed). Customer Data and credentials are the Customer's confidential information. These duties last for 3 years after the Agreement ends, and for credentials and trade secrets for as long as they stay confidential.

NETCETERA OÜ will defend the Customer against third-party claims that the Services, used as permitted, infringe intellectual property rights, and pay resulting damages and costs. If that happens we may modify the Services, get a licence or end the affected Services with a pro rata refund. This does not cover claims caused by Customer Data, combinations we did not provide, or use in breach of this Agreement.

The Customer will defend NETCETERA OÜ against third-party claims arising from Customer Data, websites it protects without the right to do so, or its breach of law or clause 3, and pay resulting damages and costs.

The party claiming must tell the other promptly, let it control the defence and settlement, and help reasonably.

The Agreement runs while any Order is active. The Customer may cancel a subscription at any time in DRSite; it ends at the end of the paid period. Either party may end the Agreement or an Order if the other materially breaches it and does not fix the breach within 30 days of written notice, or becomes insolvent. NETCETERA OÜ may suspend the Services immediately where needed to prevent serious harm to the Services or others, with notice as soon as possible.

After the Agreement ends, the Customer has 30 days to download or restore its backups, after which NETCETERA OÜ deletes Customer Data, except copies we must keep by law or that sit in routine backups until they expire. Clauses 4, 5 (unpaid fees), 8, 9, 10 and 12 survive.

Law and courts: this Agreement is governed by the laws of Estonia; the courts of Estonia, with Harju County Court as the court of first instance, have exclusive jurisdiction. Force majeure: neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations. Assignment: neither party may transfer the Agreement without the other's consent, except to a successor of its business. Notices: to NETCETERA OÜ at legal@drsite.app; to the Customer at its account email. Publicity: we will not name the Customer as a customer without consent. Changes: we may update this Agreement with at least 30 days' notice; changes apply from the next billing period, and a Customer that objects may cancel before then. Whole agreement: this Agreement is the entire agreement about the Services and replaces earlier discussions. If a part cannot be enforced, the rest still applies. Not enforcing a right is not a waiver of it.