CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU ASSENT TO THE DOCUMENT INDICATING THAT YOU HAVE READ AND AGREE TO OUR TERMS AND CONDITIONS. BY SIGNING THIS DOCUMENT, CLICKING THROUGH OR USING THE WEBSITE IN ANY MANNER, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO YOUR USE OF THE WEBSITE AFTER THE DATE OF SUCH CHANGE.
ACCEPTANCE OF TERMS
Monospace Inc, /DBA/ Directus a Delaware Corporation (hereinafter referred to as “Service Provider” “Directus”, “We”, “Our” or “Us”), provides this Directus Cloud Services platform (the “Site”), including all information, documents, communications, files, images, text, graphics, software, software applications, and products available through our website (collectively, the “Materials”) and all services offered or operated by Directus and third parties through the Site, including all content management services offered by Directus, (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document (herein the “Agreement”).
1. USE OF THE SERVICES
1.1. This Agreement is intended to cover uses of Directus Cloud Services for which a fee schedule is created. These proprietary services are related to Our Cloud Dashboard, Infrastructure, and API and include, but are not limited to: Servers, File Storage & Content Delivery Network, Database, Domain, Provisioning, and Updates/Backups/Monitoring among others. The general Directus software is a free application to use governed under the Open Source GPLv3 license, which can be reviewed here: DIRECTUS LICENSE.
1.2. We will make the on-demand cloud services listed in Your order (the “Services”) available to You pursuant to this Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non-exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your order.
1.3. The Service Specifications describe and govern the Services. During the Services Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below). Directus updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order.
1.4. You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services without Our prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy.
2. FEES AND PAYMENT
2.1 All fees are invoiced and billed in real time upon processing. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on Our income. Fees for Services listed in an order are exclusive of taxes and expenses. A complete schedule of our Fees is available here: https://directus.io/pricing/
2.2. All Users of Our Services are able to create multiple Cloud Service subscriptions or “projects.” Each subscription will be invoiced separately and all invoices and receipts will be available in the Cloud Dashboard.
3. OWNERSHIP RIGHTS AND RESTRICTIONS; RELEASE
3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or Our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
3.2. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.
3.3. You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Us to perform the Services.
3.4. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish download or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Directus; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your order.
3.5. You further grant Us the right to use your company name, trade or fictitious business name, trademark, design/image/logo trademark and trade dress for the purposes of making reference to You as a Directus client. Such uses may include, but are not limited to marketing and advertising across all conventional mediums including print, TV, radio, social media, public relations initiatives, Our websites, applications and other platforms, among other uses for this purpose.
4.1. By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure.
4.2. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
4.3. Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of five (5) years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. We will protect the confidentiality of Your Content residing in the Services in accordance with Our security practices defined as part of the Service Specifications applicable to Your order.
5. PROTECTION OF YOUR CONTENT
5.1. In order to protect Your Content provided to Us as part of the provision of the Services, We will comply with the following:
- the relevant Directus privacy policies applicable to the Services ordered, available at: https://directus.io/privacy/
- the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at: https://directus.io/cloud-policies/
5.2. You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Our control.
5.3. Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any sensitive or special data that imposes specific data security or data protection obligations on Us in addition to or different from those specified in the Service Specifications. If available for the Services, You may purchase additional services from us designed to address specific data security or data protection requirements applicable to such sensitive or special data You seek to include in Your Content.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period, we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).
6.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
6.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE GOODWILL OR REPUTATION.
7.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DIRECTUS AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8.1. If a third party makes a claim against either You or Directus (“Recipient” which may refer to You or Us depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or Us (“Provider” which may refer to You or Us depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.
8.2. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Our ability to meet obligations under the relevant order, then we may, upon 30 days prior written notice, terminate the order. If such Material is third party technology and the terms of the third party license do not allow us to terminate the license, then we may, upon 30 days prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services.
8.3. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any Material not furnished by the Provider. We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.).
8.4. This Section 8 provides the parties’ exclusive remedy for any infringement claims or damages.
9. TERM AND TERMINATION
9.1. This Agreement is valid for the order which this Agreement accompanies.
9.2. Services shall be provided for the Services Period defined in Your order. Unless otherwise agreed to, Directus On-Demand Cloud Services will automatically be renewed on a monthly basis so long as your payment method remains up to date and valid for use or unless You cancel services. You are free to cancel Services at any time, but you understand that there are no prorated refunds and once Services are canceled they will cease to be accessible. We will not be responsible for providing Services beyond the point of Your cancelation.
9.3. We may suspend Your or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, We will provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any suspension under this Section shall not excuse You from Your obligation to make payments under this Agreement.
9.4. We reserve the right to terminate access to our Services and close your account immediately in the event of any material breach of this Agreement or violation of any of our written policies. In such an event, no refunds will be allowed and all data will be deleted from our servers.
9.5. At the end of the Services Period or upon cancelation or termination all project data will be deleted. All data will only be available to Users BEFORE Your account is terminated. Our data deletion practices are described in more detail in the Service Specifications.
9.6. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
10. THIRD-PARTY CONTENT, SERVICES AND WEBSITES
10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Directus does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if We access or use any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Directus.
10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related to Third Party Content.
10.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with Third Party Services such as Facebook™, YouTube™ and Twitter™, etc. , depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Us in our sole discretion, we may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.
11. SERVICE MONITORING, ANALYSES AND DIRECTUS SOFTWARE
11.1. We continuously monitor the Services to facilitate Our operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Our monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Directus does not monitor, and does not address issues with, non-Directus software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Our monitoring tools (excluding Your Content) may also be used to assist in managing Our product and service portfolio, to help Us address deficiencies in Our product and service offerings, and for license management purposes.
11.2. We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses.
11.3. We may provide You with the ability to obtain certain Directus Software (as defined below) for use with the Services. If we provide such Software to You and do not specify separate terms for such software, then such Directus Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Directus Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Directus Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Directus Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Software. Notwithstanding the foregoing, if Directus Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Directus Software that is licensed under the separate terms is not restricted in any way by this Agreement.
12.1. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You and We each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
12.2. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content.
13. FORCE MAJEURE
Neither You nor We shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both You and We will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either of You or We may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.
14. GOVERNING LAW AND JURISDICTION This Agreement is governed by the laws of the State of Delaware and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Delaware in any dispute arising out of or relating to this Agreement.
15.1. Any notice required under this Agreement shall be provided to the other party in writing. For notice purposes this writing may be made and is preferred by electronic mail (email). If You have a legal dispute with Us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to:
Email Address: [email protected]
15.2. We may give notices applicable to our Services customers by means of a general notice on the Directus portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account information or by written communication sent by first class mail or pre-paid post to Your address on record in our account information.
You may not assign this Agreement or give or transfer the Services, or any interest in the Services, to another individual or entity.
17.1. We are an independent contractor, and each party agrees that no employment, partnership, joint venture, or agency relationship exists between the parties.
17.2. Our business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of Directus and are not Our agents. We are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as our subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.
17.3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
17.4. Except for actions for nonpayment or breach of Our proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
17.5. Prior to entering into an order governed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Directus will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees may apply to any additional work performed by Us or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.
17.6. Upon forty-five (45) days written notice and no more than once every twelve (12) months, We may audit Your compliance with the terms of this Agreement and Your order. You agree to cooperate with Our audit and to provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations.
18. ENTIRE AGREEMENT
18.2. It is expressly agreed that the terms of this Agreement and any Directus Cloud Services order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Directus document and no terms included in any such purchase order, portal, or other non-Directus document shall apply to the Services ordered. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence. This Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of Directus; however, We may update the Service Specifications, including by posting updated documents on Our websites. No third party beneficiary relationships are created by this Agreement.
19. AGREEMENT DEFINITIONS
19.1. “Directus Software” or “Software” means any software agent, application or tool that Directus makes available to You for download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.
19.2. “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Software.
19.3. “Service Specifications” means the following documents, as applicable to the Services under Your order: (a) the Directus Cloud Hosting and Delivery Policies, the Program Documentation, the Directus service descriptions, and the Data Processing Agreement described in this Agreement; (b) Directus’s privacy policies; and (c) any other Directus documents that are referenced in or incorporated into Your order.
19.4. “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Directus that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Directus-provided tools.
19.5. “Users” means, for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order.
19.6. “Your Content” means all software, data (including Personal Data), text, images, audio, video, photographs, non-Directus or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement, Directus Software, other Directus products and services, and Directus intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content”. Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Directus-provided tools.