End-User License Agreement - Proprietary Contentstack Developer Apps
Effective Date: March 15, 2022
This End-User License Agreement is a legally binding agreement and it is a “EULA” between you and Contentstack in the meaning of the Marketplace Terms of Service for Customers. Capitalized terms used in this EULA and not defined herein have the meaning set out in the Marketplace Terms of Service for Customers.
BY (A) CLICKING A BOX INDICATING ACCEPTANCE, (B) ACCESSING, DOWNLOADING OR USING (ANY PART OF) THE CONTENTSTACK DEVELOPER APP, OR (C) OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS EULA (E.G. BY SIGNING A SEPARATE AGREEMENT WITH CONTENTSTACK REFERENCING THIS EULA), YOU AGREE TO THE TERMS OF THIS EULA.
If you agree to this EULA on behalf of your company, you represent that you are authorized to accept this EULA on behalf of your company, and all references to “you” or “Customer” refer to your company. In each case, when interacting with Contentstack, you must ensure that you give us your correct and accurate information and keep such information up to date.
This EULA is between Contentstack Inc. (“we” or “us”) and “you” (“your” or “Customer”) the person or entity entering into this EULA. See section “Notices” in the Marketplace Customer Terms for Contentstack contact details.
Applicability of this EULA; Changes
This EULA applies to the The Contentstack Developer App that this EULA is attached or linked to for example in the Contentstack Marketplace available at https://app.contentstack.com/#!/marketplace.
This EULA does not apply to Contentstack Developer Apps (or parts of them) that Contentstack expressly makes available under different terms, such as open source software licenses. The Contentstack Developer App is exclusively subject to this EULA and not to the MSA or any other agreements between you and Contentstack, except that THE Marketplace Customer Terms CONTINUE TO APPLY TO YOU FOR AS LONG AS YOU USE THE CONTENTSTACK DEVELOPER APP AND INCLUDES PROVISIONS APPLICABLE TO YOUR USE OF THE THE CONTENTSTACK DEVELOPER APP. Contentstack may change this EULA by posting a revised version of it from time to time. You are responsible for checking for changes to the EULA, so please be sure check this EULA periodically for changes. If such modifications materially alter your rights or obligations, Contentstack will use commercially reasonable efforts to notify you of the change, such as through the use of a pop-up window in the Contentstack Marketplace, or by sending an email to the address you have provided in your account or User details. Your continued use of the Contentstack Developer App after the changes become effective constitutes your binding acceptance of such changes.
The Contentstack Developer App is licensed (not sold) to you by Contentstack only under the terms of this EULA. Contentstack reserves all rights not expressly granted herein and retains ownership of all right, title and interest in and to the Contentstack Developer App. Provided that you have a subscription to Contentstack Services in good standing and you have agreed to the Marketplace Customer Terms, Contentstack hereby grants to you the following rights to the Contentstack Developer App subject to your compliance with this EULA and the Marketplace Customer Terms: You may download and install (as applicable) the Contentstack Developer App and use it in connection with your subscription to Contentstack Services. Other users that are authorized under the MSA to use Contentstack Services are allowed to use the Contentstack Developer App in the same manner as you. You are responsible for all such licensees’ compliance with this EULA. It is prohibited to rent, lease, lend, redistribute or sublicense the Contentstack Developer App or to use it in connection with other services, except as explicitly allowed in the description of the Contentstack Developer App or enabled via an integration established by the Contentstack Developer App itself. Any rights granted to you herein are subject to your compliance with Section 3 and 4 of the Contentstack Use Policy available via www.contentstack.com/usepolicy which is hereby incorporated to this EULA.
It is your responsibility to ensure that you use the latest version of the Contentstack Developer App which Contentstack may make available at its discretion.
Term and Termination
This EULA commences on the date you accept it and continues for as long as you make any use of the Contentstack Developer App or until terminated in accordance with the terms herein. You may terminate this EULA at any time by i) providing a written notice to us and ceasing use of the Contentstack Developer App or ii) by ceasing use of the Contentstack Developer App. We may terminate this EULA at any time on 15 days’ notice to you with or without a reason. Such notice from Contentstack may be given by any reasonably documented means such as posting in your Contentstack Services account. We may terminate this EULA immediately if you breach this EULA. In such a case we will notify you at the time of termination or immediately following termination if we reasonably cannot notify in advance, for example if we must terminate in case of a breach or a suspected breach that could jeopardize the security or legality of Contentstack, Customer or Developer or third-party service provider’s operations. Without prejudice to the foregoing, either party may terminate this EULA (i) after expiration of a notice of 5 days if the other party is in breach of this EULA and such breach cannot be cured within the 5 days, (ii) subject to applicable law, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination you will cease using the Contentstack Developer App and you will delete or destroy all copies of it in your possession.
Disclaimers of Warranties
TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED,CONTENTSTACK IS NOT LIABLE FOR ANY THIRD-PARTY DEVELOPER SERVICES POSSIBLY INTEGRATED WITH OR OFFERED VIA THE CONTENTSTACK DEVELOPER APP. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, THE CONTENTSTACK DEVELOPER APP IS LICENSED “AS IS, ”AND YOU EXCLUSIVELY BEAR ALL RISK OF USING THE CONTENTSTACK DEVELOPER APP.
TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER APPLICABLE LAW, CONTENTSTACK PROVIDES NO EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS IN RELATION TO THE CONTENTSTACK DEVELOPER APP, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CONTENTSTACK DOES NOT REPRESENT OR WARRANT THAT THE CONTENTSTACK DEVELOPER APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. AT ANY TIME, CONTENTSTACK MAY CEASE SUPPORTING AND/OR MAKING THE CONTENTSTACK DEVELOPER APP AVAILABLE.
Exclusions of warranties contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located. Some jurisdictions do not allow limitations on implied warranties or may restrict such disclaimers. Depending on where you reside, some or all of the above disclaimers and limitations may not apply to you, and you may have additional rights or protections.
Limitations of Liability and Liability Exclusions
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND TO THE MAXIMUM EXTENT NOT OTHERWISE PROHIBITED BY APPLICABLE LAW, CONTENTSTACK’S (TOGETHER WITH ALL INDEMNIFIED PARTIES) MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA, SHALL NOT EXCEED THE HIGHER OF FIVE HUNDRED U.S. DOLLARS ($500) OR THE FEES PAID BY YOU TO US FOR THE CONTENTSTACK DEVELOPER APP IN THE 6-MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO LIABILITY, CONTENTSTACK (TOGETHER WITH ALL INDEMNIFIED PARTIES) HAS NO LIABILITY ARISING OUT OF OR RELATED TO THIS EULA FOR ANY LOST PROFITS, DATA, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE CONTENTSTACK DEVELOPER APP IS TO STOP USING IT. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY APPLY WHETHER THE LIABILITY IS IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER CONTENTSTACK OR INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER ANY REMEDY OTHERWISE FAILS ITS ESSENTIAL PURPOSE.
Any provisions that by their nature should survive the termination or expiration of this Agreement will survive including, but not limited to this “General Terms” section.
As between the parties to this Agreement and subject to the rights and licenses expressly granted hereunder or in a EULA for Contentstack Developer Apps: (i) Customer retains the exclusive ownership of Customer Data, (ii) Contentstack retains exclusive ownership of the Contentstack Developer Apps and Contentstack Developer Apps and its trademark, names, logos, brand and other such marks.
This Agreement is governed by the internal laws of the state of California, United States of America without reference to its conflict of laws principles.
All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, County in the State of California, U.S.A.
In each case, provisions relating to choice or conflict of laws among different jurisdictions or the United Nations Convention on Contracts for the International Sale of Goods do not apply.
The foregoing does not limit or exclude any rights afforded by mandatory applicable law to you as a consumer.
The Contentstack Developer Apps and other software or components provided or made available to you may be subject to U.S. or other export control and economic sanctions laws or regulations. You agree to comply with all such laws and regulations as they relate to access to and use of the Contentstack Developer Apps and such other components by you. You shall not access or use the Contentstack Developer Apps from any jurisdiction in which the provision of the Contentstack Developer Apps or other software or components are prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction;” currently, Afghanistan, Cuba, Crimea, Iran, North Korea, Syria, and Venezuela) and you shall not provide access to the Contentstack Developer Apps software or components to any government, entity or individual located in any Prohibited Jurisdiction or that is generally forbidden to receive it from a U.S. or EU national. You represent, warrant and covenant that (a) neither you nor any party that wholly or partially owns you (if you are a legal entity) is or is acting on behalf of or will act on behalf of a party that is (i) named on any U.S. government or other government’s list of persons or entities prohibited from receiving U.S. or such other exports, or transacting with any U.S. person or person from any such other jurisdiction or (ii) organized, headquartered or located in (or a national of) any Prohibited Jurisdiction, (b) you shall not permit other users to access or use the Contentstack Developer Apps, software or components in violation of any U.S. or other applicable export control laws or regulations, embargoes, prohibitions or restrictions, and (c) you shall comply with all applicable laws or regulations regarding the transmission of technical data exported from the United States and the country in which you are located.
Contentstack will have the full, unencumbered license and right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any “Feedback” (i.e., suggestions or comments you may provide for enhancements or improvements, new features or functionality or other feedback with respect to Contentstack products and services). Such Feedback will not include any Customer Data.
All notices to Contentstack related to this Agreement must be in writing and sent to the applicable address below to the Contentstack entity that is your contracting party (see definition of “Contentstack” in the Definitions section). A notice will be effective upon: (a) personal delivery, or (b) the third business day after mailing. A copy of each notice must be sent by email to legal@Contentstack.com which copy will not constitute notice. We may give notices to you in any reasonably documented means, including by posting within your Contentstack Services account or via a customer support tool or by email or regular mail to the address you have provided to us.
Contentstack Inc. 315 Montgomery St., Suite 900, San Francisco CA 94104
The parties to this Agreement are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and us, including any entity for which you may be acting as an agent. You will not represent that you have any authority to assume or create any obligation on behalf of us.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, the provision shall be modified by the court and interpreted so as to best to accomplish the objectives of the original provision to the fullest extent not prohibited by law. Failing such interpretation, the provisions shall be deemed null and void. The remaining provisions of this Agreement will remain in effect.
You may not assign any of your rights or obligations under this Agreement. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement or, in the case of a corporate transaction, the entire Agreement.
No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right.
This Agreement is the entire agreement between you and us relating to its subject matter, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, relating to that subject matter.
We will not be responsible for any failure to fulfill obligations due to reasons beyond our reasonable control.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed (including electronically) by the party against whom the modification, amendment or waiver is to be asserted.