Amendment to the Google Cloud Marketplace Terms of Service

Updated March 21, 2025

This Amendment (“Amendment”) amends the Google Cloud Marketplace Terms of Service dated December 15, 2022, located at https://console.cloud.google.com/tos?id=launcher, (“Standard Contract”) and is incorporated into the Standard Contract between Customer and Contentstack Inc. (“Contentstack” or “Vendor”). Unless defined elsewhere in this Amendment, capitalized terms have the meanings set forth in the Standard Contract.

1. Amendments of Standard Contract

The Standard Contract is amended as follows:

1.1 Section 3 (Customer Obligations)

Section 3.4 (Restrictions) shall be amended so that any references to Marketplace in subsections (a) and (b) also includes Vendor Products. 

Section 3.7 shall be added as follows: “3.7 Customer Obligations for Vendor’s Software and Services. During the applicable subscription term, subject to Customer’s timely payment of Fees, Vendor grants to Customer a limited, world-wide, royalty-free, non-exclusive, non-sublicensable and non-transferable license to use the Software in accordance with the Documentation, subject to any limitations specified in the Order Form(s) (“Permitted Purpose”). Customer shall: (a) be solely responsible and liable for all Users’ and affiliates’ compliance with the terms and conditions of this Agreement and the Documentation; (b) be solely responsible and liable for the accuracy, use, integrity, and legality of any information processed within the Software (or any part thereof) (including Customer Data and Customer Data Results) and the means by which Customer acquires, processes, and uses such information; (c) use the Software only in accordance with the Documentation, the Permitted Purpose and applicable laws, rules and/or regulations (including export, data protection and privacy laws, rules and regulations); (d) prevent unauthorized access to or use of the Software (or any part thereof); (e) keep the Software and Documentation confidential in accordance with the Agreement; and (f) notify Vendor promptly of (i) any unauthorized use of, or access to, the Software or Services (or any parts thereof) of which it becomes aware, or (ii) any notice or charge of noncompliance with any applicable law, rule or regulation asserted or filed against Customer in connection with information processed, stored or used in the Software (or any part thereof).”

1.2 Section 6 (Termination; Cessation of Use; Removal and Termination of Subscription Products)

The first sentence of Section 6.1 (Termination of Agreement) shall be amended so that in addition to the termination rights stated Section 6.1, either party shall have the right to immediately terminate the Standard Agreement and all Order Forms upon written notice if the other party becomes the subject of a bankruptcy petition or proceeding. 

Section 6.1 (Termination of Agreement) shall be amended to add the following at the end of the section: “If Vendor is the terminating party, Customer will be required to pay all Fees owed and payable for Subscription Products for the remainder of the subscription terms for such products.”

Section 6.2 (Cessation of Use) shall be deleted in its entirety. 

Section 6.6 shall be added as follows: “6.6 Effect of Termination. Upon expiration or termination of this Agreement or an Order Form as a whole: (a) the license(s) granted hereunder, if any, shall immediately terminate and Customer shall immediately delete the Software and stop using the Software; (b) Vendor’s obligation to provide the Services will end immediately; (c) all unpaid and payable Fees shall become immediately due and payable by Customer; and (d) each party shall, subject to Section 6.7 and Vendor’s DPA, immediately return or destroy the other party’s Confidential Information received hereunder in its possession or under its control.”

Section 6.7 shall be added as follows: “6.7 Destruction of Data. For thirty (30) days after the date of termination or expiration of this Agreement, Customer may request that Vendor make available Customer Data for download, and either: (a) permanently delete or destroy Customer’s accounts associated with the Services and all other Customer Confidential Information contained therein; or (b) provide to Customer or its designee, on a time-and-materials basis, any other Customer Confidential Information stored within the Services as of the time of termination, in a mutually agreed format and manner; provided that Vendor shall be entitled to retain any such Customer Data as required by applicable law. After this thirty (30) day period, Vendor will have no further obligations as it relates to Customer’s accounts and Customer Confidential Information except and to the extent retained as required by applicable law, to maintain confidentiality consistent with its standards and policies.”

Section 6.8 shall be added as follows: “6.8 Suspension. In addition to any of its other rights or remedies: (a) if Customer’s account is overdue in making payment of any Fees by more than thirty (30) days; and/or (b) if Vendor is notified by an authorized reseller that Customer no longer has the necessary rights to use the Vendor software for which Services are provided, in either case Vendor reserves the right to suspend (as applicable) any licenses to use the Software and/or the Services provided to Customer, without liability, penalty or further obligation to Customer, until such Fees are paid in full or Customer has the necessary rights to use the Software, as applicable.”

1.3 Section 7 (Confidential Information) 

The first sentence shall be deleted in its entirety. 

Section 7.1 shall be added as follows: “7.1 Obligations. The parties each agree that, during and after the subscription term, each party will: (a) use the other party's Confidential Information only in connection with fulfilling its rights and obligations under this Standard Agreement and applicable Order Form(s); and (b) use the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care, such due care including without limiting to requiring its employees, professional advisors, and contractors to execute nondisclosure agreements which are consistent with the terms and conditions of this Standard Agreement and no less protective of each party’s intellectual property rights as set forth herein before allowing such parties to have access to the Confidential Information and (c) take commercially reasonable measures to prevent unauthorized access to, use or discloser of the other party’s Confidential Information by AI or automated systems, including implementing appropriate technical and organizational security measures.”

Section 7.2 shall be added as follows: “7.2 Exceptions to Obligations. Notwithstanding Section 7.1, either party may disclose the other party’s Confidential Information to the extent required by law, provided the other party uses commercially reasonable efforts to give the party owning the Confidential Information sufficient notice of such required disclosure, to the extent permitted by applicable law, to allow the party owning the Confidential Information reasonable opportunity to object to, and to take legal action to prevent, such disclosure.”

1.4 Section 8 (Intellectual Property Rights) 

The second sentence of Section 8 shall be amended as follows: “As between parties, Customer owns all intellectual property rights in Customer Data (except as set forth in Section 8.2), and Google owns all intellectual property rights in the Marketplace.”

Section 8.1 shall be added as follows: “8.1 Vendor Intellectual Property Rights. Vendor exclusively retains and shall continue to exclusively retain all right, title and interest, including all related intellectual property rights and all derivative works, in and to the Software, Documentation, Services, Services Description and Vendor’s Confidential Information, whether in machine-readable (source, object code or other format), printed or other form, including any and all performance data, usage data, machine learning, anonymized metadata, and anything developed or delivered by or on behalf of Vendor under or connection with this Standard Agreement and any Order Forms. All rights not expressly granted to Customer in this Standard Agreement with respect to the Software or Services are reserved by, and for, Vendor.” 

Section 8.2 shall be added as follows: “8.2 Suggestions; Customer Data Results. Customer is not obligated to provide Vendor with any suggestions, enhancements, recommendations or other feedback relating to the Software or Services (“Suggestions”). Customer hereby grants to Vendor a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual right and license to use, copy, modify, analyze and distribute, including by incorporating into any software or services owned, licensed or provided by Vendor (including the Software and Services), all Customer Data Results in anonymized and aggregated format and all Suggestions.”

Section 8.3 shall be added as follows: “8.3 Customer Intellectual Property Rights. Customer exclusively retains and shall continue to exclusively retain all right, title and interest in and to all intellectual property rights embodied in or associated with Customer’s Confidential Information and to any results generated by Customer using the Software and the Services (“Customer Data Results”), subject to Section 8.2.” 

Section 8.4 shall be added as follows: “8.4 Customer Data and Customer Data Results. Vendor will have no liability or responsibility for Customer Data and Customer Data Results.

1.5 Section 11 (Limitation of Liability)

Section 11.1 (Limitation on Indirect Liability) shall be amended to read as follows: “To the extent permitted by applicable law and subject to Section 11.3 (Unlimited Liabilities) and Customer’s payment obligations, neither party will have any Liability arising out of or relating to the Agreement or any (a) indirect, consequential, special, incidental or punitive damages, (b) lost revenues, profits, savings, data or goodwill, (c) interruption of business or (d) cost of procurement of substitute goods or services.”

Section 11.2 (Limitation on Amount of Liability) shall be amended to read as follows: "Except for Customer's payment obligations, each party's total aggregate Liability for damages arising out of or relating to the Agreement shall not exceed the Fees paid by Customer to Google for use of Vendor Products during the twelve (12) months before the event giving rise to the Liability."

Section 11.3 (Unlimited Liabilities), subsection (c) shall be deleted.

Section 11.4 shall be added as follows: “11.4 Vendor’s Intellectual Property Indemnification. Subject to Section 11.5, Vendor agrees to indemnify Customer against any damages finally awarded against Customer including reasonable attorneys’ fees incurred in connection with a third party claim alleging that Customer’s use of the unaltered Software in accordance with the Documentation, this Agreement and any applicable Order Form(s) infringes or misappropriates any third party intellectual property rights; provided, that Customer: (a) provides prompt written notice of such claim to Vendor specifying the nature of the claim in sufficient detail; (b) grants Vendor the sole conduct of, or the right to settle, all negotiations and litigation arising from the claim; (c) provides to Vendor all reasonable assistance and cooperation, including in connection with any negotiations and litigation; (d) immediately and continuously mitigates any and all losses; and (e) does not compromise or settle such claim in any way or make any admissions with respect to such claim without Vendor’s prior written consent which must be provided by an authorized officer of Vendor. In the event of a claim under Section 11.4 by a third party, Vendor may, in its sole discretion, as Vendor’s entire liability and Customer's sole and exclusive remedy under Section 11.4: (i) revise the Software so that it no longer infringes or misappropriates as set forth above; (ii) obtain the right for Customer to continue using the Software; or (iii) terminate this Agreement upon thirty (30) days written notice and refund any pro-rata unused, pre-paid Fees received by Vendor.”

Section 11.5 shall be added as follows: “11.5 Indemnity Exclusions. Notwithstanding the indemnity in Section 11.4, Vendor shall have no liability for any claim, indemnification obligations, or losses resulting from claims that arise from: (a) use of the Software (or any part thereof) outside the terms and conditions of this Agreement, the Documentation and/or the Order Form, including the Permitted Purpose; (b) a version of the Software other than the then-current version made available by Vendor; (c) modification of the Software (or any part thereof) by anyone other than Vendor; (d) the combination, operation or use of the Software (or any part thereof) with any other products, software or data (including Customer Data) not supplied by Vendor; (e) any claim made for any use of the Software (or any part thereof) outside of a valid Subscription Term; or (f) any claim for damages arising after Vendor’s notice to Customer that Customer should cease use of the Software in accordance with this Section 11.5.”

Section 11.6 shall be added as follows: “11.6 Customer Indemnity. Customer will indemnify and hold Vendor harmless against any Losses incurred or suffered by Contentstack in connection with, or as a result of, a third party claim arising out of, or in connection with any claim that Customer Data and/or Customer Data Results (a) infringe and/or misappropriate any intellectual property rights of any third party; (b) infringe, violate, breach and/or misappropriate any other rights of any third party; and/or (v) infringe, violate and/or breach any applicable laws, rules and/or regulations.”

Section 11.7 shall be added as follows: “11.7 Extent of Liability. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF VENDOR AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE.”

1.6 Section 13 Miscellaneous

Section 13.4 (Change of Control) shall be deleted in its entirety and replaced with the following: “Either party may assign this Agreement, the DPA and any Order Forms, in whole or in part without the consent of the other Party in the event of a reorganization, merger or sale of all or substantially all the assets of the assigning Party. A change of control shall be deemed an assignment by operation of law for the purposes of this provision and such change in control shall allow Vendor to modify the terms of this Agreement, the DPA and any Order Form(s) in whole or in part. Subject to the foregoing, this Agreement and the DPA will be binding on, inure to the benefit of, and be enforceable by and against the parties and their respective successors and permitted assigns.” 

Section 13.5 (Force Majeure) shall be amended by adding to the end of the section: “Should the Force Majeure event last more than 30 days, either party may terminate this Agreement and Order Form.” 

Section 13.7 (Subcontracting) is amended to include Vendor’s right to subcontract obligations, in addition to Google. Vendor shall remain liable to Customer for any subcontracted obligations.

Section 13.19 (Definitions) is amended by adding the following definitions in the correct alphabetical order: 

• “DPA” means for companies operating solely and exclusively in North and South America, Contentstack’s Data Processing Addendum located at https://www.contentstack.com/legal/data-processing-addendum/, and for all other companies, the Data Processing Addendum located at https://www.contentstack.com/legal/data-processing-addendum-emea-apac/, as applicable, each of which are updated from time to time by Contentstack and are incorporated into, and form part of, this Agreement by this reference.
• “Documentation” means the generally available end user documentation provided by Vendor, which may be updated from time to time, with the Software which are incorporated into, and form part of, this Agreement.
• “Order Form” means a Vendor issued order form that describes the Software licensed to and the Services purchased by Customer, which, are incorporated into, and form part of, this Agreement by this reference, and which may be an Initial Order Form or a Renewal Order Form as stated on the appliable Order Form.
• “Security Addendum” means Vendor’s Security Addendum located at https://www.contentstack.com/legal/security-addendum/, which is updated from time to time by Vendor and incorporated into, and forms part of, this Agreement.
• “Services” means Vendor’s generally available services, as agreed upon in a relevant Order Form. A description of such Services may be found in the “Services Description”.
• “Services Description” means Vendor’s Services Description located at https://www.contentstack.com/legal/services-description/ which may be updated from time to time by Vendor and is incorporated into, and forms part of, this Agreement. 
• “SLA” means “Vendor’s Service Level Agreement specified in the Services Description.”
• “Software” means “the generally available, commercially licensed software or Software as a Service (“SaaS”), in binary form, set forth in an applicable Order Form(s), including all updates thereto and the Documentation delivered to Customer hereunder. This does not include any software licensed to Customer by an authorized reseller.” 
• “User” means “an individual who is authorized by Customer to use the Software on Customer’s behalf, and to whom Customer (or Vendor at Customer’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer and/or third parties who manage Customer’s website or content (provided they are subject to confidentiality obligations in accordance with the Agreement). Users must be individual human beings, and shall not be, without limit, any form of bot, computer, AI or machine learning.”

Section 13.20 shall be added as follows: “13.20 General. The parties expressly agree that any terms or conditions stated in Customer’s purchase order or in any other Customer order documentation (excluding Order Forms) are void. In the event of conflict between the terms of this Agreement, the DPA and Order Form, the terms of the current Order Form(s) shall prevail over the terms of this Agreement.”

Section 14 (Regional and Public Sector Terms) shall be deleted in its entirety. 

2. Reaffirmation of Obligations

The Parties expressly reaffirm their obligations pursuant to the Standard Contract and the Agreement.

3. No Other Changes 

Except as expressly modified by this Amendment, all terms of the Standard Contract and the Agreement remain in full force and effect.

This Amendment is effective contemporaneously with the Parties’ acceptance of the Standard Contract.