Effective Date: March 15, 2022

IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT 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 Agreement is between Contentstack Inc. (“we”, “us” or “Contentstack”) and you, the person or entity entering into this Agreement., Contentstack in this Agreement refers to Contentstack Inc.You may find Contentstack contact details in the “Notices” below.

If you are agreeing to this Agreement on behalf of your company, you represent that you are authorized to accept this Agreement 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 the information you give to Contentstack is correct and accurate and take steps to keep such information up to date.

Contentstack may change this Agreement by posting a revised version of this Agreement from time to time. Please check this Agreement periodically for changes. Your continued use of the Contentstack Resources after the changes become effective constitutes your binding acceptance of any such changes. In the event that any such modifications to these terms materially alter your rights or obligations, Contentstack will use commercially reasonable efforts to notify you of the change, such as by sending an email to the address you have provided in your account details or through the use of a pop-up window in the Contentstack Marketplace. Your continued use of the Contentstack Marketplace or a Developer App after the changes become effective constitutes your binding acceptance of such changes.

Definitions

Capitalized terms not defined in this Agreement are defined in the MSA (as defined below).

“Agreement” means this set of terms and conditions, the Contentstack Privacy Policy (available via Contentstack.com/legal), the Documentation, and any documents and materials referenced in any of the foregoing.

“Contentstack Developer App” means a Developer App made available by Contentstack, as indicated in the applicable Contentstack Developer App description in the Contentstack Marketplace and any related webhook templates.

“Contentstack Marketplace” means an online directory offered by Contentstack to Developers and Customers to offer and acquire Marketplace Apps currently available at https://app.contentstack.com/#!/marketplace.

“Contentstack Resources” means any or all of the following, or any part thereof, as the context requires: (i) the Contentstack Marketplace, (ii) the Documentation, and (iii) credentials issued in the Contentstack Services or otherwise by Contentstack.

“Contentstack Services” means the Contentstack cloud-based content management platform and services as described in more detail in the MSA, including the Web App (user interface to access and use the Contentstack Services) and Contentstack APIs made available under the MSA.

“Customer Data” means any data, including content (usually referred to as “Customer Content” in the MSA) managed by a Customer in the Contentstack Services as well as any personal data accessible via a Developer App or otherwise in connection with Contentstack Services or obtained from the Customer.

“Customer” or “you” or “your” means the person or entity entering into this Agreement.

“Developer App” means a Developer created, web-based, on-demand applications, downloadable software applications, or any integration, interoperability, or compatibility with Contentstack Services, including between Contentstack Services and also interoperate with or be compatible with Developer Services, if any. Developer Apps include Marketplace Apps that are created by a Developer (other than Contentstack). Each Developer App is subject to terms, if any, as further described in the Contentstack Marketplace, the EULA, and/or related documentation made available by the Developer.

A “Developer” means a person or an entity other than Contentstack offering Developer Apps via the Marketplace.

“Developer Services” means products, services, information, data, content, and other materials made available to a Customer by or on behalf of the Developer or a third party via a Developer App. Developer Services made available via a Developer App that is not offered by the Developer but by a third party is “Third-Party Developer Services”.

“EULA” means the terms, conditions, policies (including related to privacy), and other items applicable to Developer Apps and Developer Services, if any, governing the relationship between a Customer and a Developer, and that are made available by the Developer in connection with their offering of Developer Apps.

“Marketplace App” means a Developer App made available to Customers in the Contentstack Marketplace as further described in the Contentstack Marketplace and in the EULA and related documentation made available by the Developer in accordance with this Agreement.

“MSA” means the agreement under which you have subscribed to the Contentstack Services, including the Master Agreement (“MSA”). The MSA may be between you and Contentstack or you and an authorized Contentstack partner.

Background

“Contentstack Marketplace” is an online directory of Marketplace Apps made available to Customers.

Subject to your ongoing compliance with this Agreement, Contentstack hereby grants to you permission to use the Contentstack Resources solely for your internal business purposes to search and browse Marketplace Apps available through the Contentstack Marketplace. Access to and use of Contentstack Resources are subject to you having an existing subscription in good standing to Contentstack Services.

Contentstack Marketplace is subject to this Agreement and not the MSA.

Contentstack Services are not subject to this Agreement but an MSA and Contentstack Services are not Developer Services.

Customer Obligations With Respect to Marketplace

You are responsible for assessing the need for any equipment, software, or third-party services needed to use the Contentstack Resources, Contentstack Marketplace, and Developer Apps.

You are responsible for all use of Contentstack Resources and Developer Apps in connection with your account.

You will use commercially reasonable efforts to prevent unauthorized access to or use of the Contentstack Resources, Developer Apps, and your accounts. You will configure your systems and data (including Customer Data) in a way that reasonably prevents unauthorized users from accessing the same. You will promptly notify Contentstack of any unauthorized access to or use of any of the aforementioned and hereby authorize Contentstack to take any action (including deactivating or blocking compromised accounts, users, Customer Applications, Developer Apps, and Developer Services) as Contentstack may deem appropriate in its sole discretion.

You will comply with and acknowledge that Sections 3 and 4 of the Contentstack Use Policy apply to this Agreement, and you agree that Developer Apps (and any interconnected apps that Developers may connect from within their own organizations are considered “Non-Contentstack Applications” under the Master Agreement and Use Policy.

Changes, Usage Limits, and Charges. Contentstack Resources are subject to change. Contentstack is not liable for any impact that changes may have on Developer Apps or use of Developer Apps, Developer Services, Customer Applications, or your use of the Contentstack Resources or Contentstack Services.

Currently, Contentstack offers Contentstack Resources and Contentstack Developer Apps without charge, but we reserve the right to charge for Contentstack Resources and Contentstack Developer Apps (in whole or in parts of them) in the future and will provide you with reasonable notice prior to doing so. Such charges, if any, will apply only to future use following a reasonable notice period.

Please note that you may be required to pay for and enter into a separate agreement with the Developer to access or use their applications or services. Further, the use of Developer Apps will count towards your use limits under the Contentstack Fair Use Policy for Contentstack Services under your MSA and you will still be required to abide by Master Agreement and Use Policy terms. a Developer App may be counted as a “User” in the Contentstack Services.

Use of Developer Apps and Developer Services

When using Developer Apps and Developer Services, as a Customer (i) you must have an existing account for Contentstack Services that is in good standing, (ii) you acknowledge and agree that any or all of Developer, Developer App, and Developer Services will have access to your organization and stacks in the Contentstack Services and thereby your Customer Data and, if applicable, your account in the Developer Services and data transmitted between Contentstack Services and such Developer Services, (iii) you hereby authorize Contentstack to permit such access, and (iv) you hereby authorize the transmission to you of the applicable Developer Apps and Developer Services (including related data) and your Customer Data to Developer, Developer Apps and such Developer Services. You acknowledge and agree that such access and transmission by Contentstack may include transmission of data outside of Contentstack’s systems and that such access and transmission are not in breach of this Agreement or the MSA.

You acknowledge and agree that Contentstack does not control nor endorse any Developer Apps (including Marketplace Apps that Contentstack approved for Contentstack Marketplace), You further acknowledge and agree that Contentstack is not, except for Contentstack Developer Apps in accordance with the applicable Contentstack EULA, responsible for any Developer Apps (including Marketplace Apps that Contentstack approved for Contentstack Marketplace) or Developer Services in any way. The availability of any third-party Developer Apps or Developer Services through the Contentstack Marketplace, Contentstack Resources, or in connection with the Contentstack Services does not imply Contentstack’s endorsement of, or affiliation with, any Developer or their offerings.

You acknowledge and agree that the rights and licenses to Developer Apps and Developer Services, if any, are subject to terms and conditions of the EULA or, as applicable, your agreement with the providers of the Developer Apps and Developer Services. You agree that Contentstack is not a party to such an agreement (except for Contentstack Developer Apps) and merely facilitates the interaction between a Customer and a Developer.

You acknowledge and agree that Contentstack does not guarantee that any Developer Services (or Developer Apps enabling the use of Developer Services) or required integrations will be maintained by Contentstack. Contentstack may disable or discontinue Developer App listings, permissions, and integration at any time, for any or no reason, with or without notice to you.

You acknowledge and agree that (i) you should read the EULA and privacy policies associated with any Developer Apps and Developer Services as they will govern your use of the same, (ii) you must use your own discretion when you access or deploy Developer Apps and access Developer Services, and (iii) Contentstack neither own nor controls any of the Developers or their Developer Apps or and Developer Services, and (iv) you will not hold Contentstack responsible or liable for any such Developer Apps and Developer Services or acts or omissions of Developers.

CONTENTSTACK DISCLAIMS AND DOES WARRANT THE ACCURACY, RELIABILITY, SECURITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT, OR QUALITY OF ANY DEVELOPER APPS OR DEVELOPER SERVICES (INCLUDING WITHOUT LIMITATION THE CONTENT CONTAINED THEREIN), EVEN IF A DEVELOPER APP AND DEVELOPER SERVICES COMPLY WITH THE CONTENTSTACK MARKETPLACE GUIDELINES AND TERMS. YOU AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH OR RELATED TO USING OR RELYING ON DEVELOPER APPS AND DEVELOPER SERVICES. IF YOU HAVE ANY QUESTIONS ABOUT DEVELOPER APPS OR DEVELOPER SERVICES OR THE TERMS THAT GOVERN THE USE OF THE SAME, YOU SHOULD REACH OUT TO AND CONTACT THE DEVELOPER DIRECTLY.

You should refer to the Developer and any documentation accompanying the Developer App to find out how the Developer App or Developer Services interact with your Customer Data and your company/organization and the Contentstack Services or your account with the Developer Services. Note that a Developer App may integrate with Developer Services and connect your Contentstack Services account to such Developer Services (including enabling data flows between them) as described in this Agreement and any accompanying documentation or install guides (which may be in the form of a pop-up window when installing the Developer App).

Any information that Developer collects, stores, and processes from you or the systems you use to access or deploy the Developer App will be subject to the EULA, privacy notice, or similar terms that Developer provides to you or posts on their website, and will not be subject to any agreements between you and Contentstack or the Contentstack Privacy Policy.

You acknowledge and agree that Developer Apps and any such integrations are available, if at all, for convenience and at Contentstack’s sole and exclusive discretion.

You agree and acknowledge that Contentstack has no responsibility for providing such support and maintenance for Developer Apps. Any support and maintenance of the Developer Apps, if any is and shall be provided by the Developer, and only to the extent described in the EULA or as otherwise communicated to you by the Developer. Failure of a Developer to provide support and maintenance will not entitle you to any refund of fees paid, if any, for the Developer Apps or the Contentstack Service.

Contentstack hereby authorizes you to use the Developer Apps in connection with your Contentstack Services account. The foregoing authorization includes those persons who are authorized to use Contentstack Services under your Contentstack Services account and MSA.

Developer Apps may be or may become subject to fees. Contentstack will inform you of such fees reasonably in advance. A Developer (or a provider of Third-Party Developer Services) may require a Customer to have credentials to Developer Services to enable the Developer App to connect to such Developer Services.

Contentstack is not under any obligation to monitor Developer Apps or Developer Services but may opt to do so without any liability. Contentstack may block or disable (in whole or part) access to any Developer Apps or Developer Services or Customer Data at any time.

CUSTOMER REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY RELEVANT TERMS AND CONDITIONS OF SUCH DEVELOPER SERVICES, INCLUDING ALLOWING ACCESS TO AND ACCESSING YOUR DATA BY DEVELOPER APPS AND GIVING ACCESS TO CONTENTSTACK SERVICES TO SUCH DEVELOPER SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR THE USE, INCLUDING ANY DATA EXPORTED TO OR FROM, THE DEVELOPER SERVICES.

DEVELOPER’S ACCESS TO YOUR CUSTOMER DATA AND YOUR ORGANIZATION AND STACKS IN THE CONTENTSTACK SERVICES AS WELL AS YOUR ACCOUNT IN ANY DEVELOPER SERVICES ARE AT YOUR OWN RISK AND SOLELY GOVERNED BY THE APPLICABLE EULA.

YOUR RELATIONSHIP WITH THE DEVELOPER, DEVELOPER APPS, AND DEVELOPER SERVICES, AND YOUR USE THEREOF IS AT YOUR OWN RISK AND EXCLUSIVELY GOVERNED BY THE EULA WITH THE DEVELOPER

Use of Contentstack Developer Apps

Some Marketplace Apps on the Contentstack Marketplace are offered by Contentstack. These Contentstack Developer Apps are provided to Customers subject to a EULA separate from this Agreement. However, in order for the Customer to use the Contentstack Developer App in conjunction with the Contentstack Services, the Customer must agree to the following terms:

• The Contentstack Developer Apps may be or may become subject to usage limitations such as limits on storage space, number of calls against Contentstack APIs, and number of Developer Apps you can install. Such limitations will be specified in the Documentation or the Contentstack Developer App description available on the Contentstack Marketplace.
• Contentstack does not guarantee that the Contentstack Developer App will work properly with the Contentstack Services.
• Contentstack may, but is not obliged to, provide maintenance and support for Contentstack Developer Apps.
• You acknowledge that the Contentstack Privacy Policy available via https://www.contentstack.com/legal applies to personal data, if any, processed by Contentstack in connection with Contentstack Developer Apps. Any Customer Content used in connection with the Contentstack Developer Apps is processed by Contentstack in accordance with the MSA (and a related data processing agreement, if any).
• At the earlier of (i) termination of your MSA, (ii) termination of this Agreement, or (iii) termination of your EULA to the applicable Contentstack Developer App you must immediately cease all use of the Contentstack Developer App in connection with the Contentstack Services. However, this does not limit your rights that apply to any software code in the Contentstack Developer Apps that we may have made available and licensed to you under a separate license (such as open-source software licenses).

Warranties Disclaimers

To the extent Contentstack offers any Contentstack Developer Apps in its capacity as a Developer, Contentstack is in those circumstances only, liable for its own Contentstack Developer Apps and its use of Customer Data in accordance with the applicable Contentstack EULA.

Contentstack has no liability for Developer Apps, Developer Services, or any third-party services integrated with or offered via the Contentstack Resources.

The Contentstack Resources and the Contentstack Developer Apps are provided for the ease and convenience of Customers and to facilitate the efficient use of the Contentstack Services and the ecosystem of third-party products and services used in connection with the Contentstack Services.

YOUR USE OF DEVELOPER APPS AND DEVELOPER SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO THE APPLICABLE EULA. CONTENTSTACK HAS NO LIABILITY WITH RESPECT TO THIRD-PARTY DEVELOPER APPS AND THIRD-PARTY DEVELOPER SERVICES.

CONTENTSTACK DOES NOT WARRANT OR REPRESENT THAT CONTENTSTACK DEVELOPER APPS WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTENTSTACK DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE CONTENTSTACK RESOURCES OR THE CONTENTSTACK DEVELOPER APPS, IN WHOLE OR IN PART, ARE OR WILL BE UPDATED, COMPLETE, CORRECT, OR SECURE OR THE CONTENTSTACK RESOURCES OR THE CONTENTSTACK DEVELOPER APPS WILL BE UNINTERRUPTED OR ERROR-FREE.

YOU EXPRESSLY AGREE THAT THE USE OF THE CONTENTSTACK RESOURCES AND DEVELOPER APPS IS AT YOUR SOLE RISK. THE CONTENTSTACK MARKETPLACE AND ANY DATA OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONTENTSTACK MARKETPLACE ARE PROVIDED BY CONTENTSTACK ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTENTSTACK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT DEVELOPER APPLICATIONS OR DEVELOPER SERVICES. ANY REPRESENTATION OR WARRANTY MADE REGARDING ANY DEVELOPER APPLICATION OR DEVELOPER SERVICES IS MADE DIRECTLY BY SUCH DEVELOPER. CERTAIN JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON CERTAIN IMPLIED WARRANTIES. IF YOU ARE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT NECESSARILY APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 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

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONTENTSTACK, AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONTENTSTACK DOES NOT WARRANT OR REPRESENT THAT THE MATERIALS OR INFORMATION OFFERED ON OR THROUGH THE CONTENTSTACK MARKETPLACE WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE ABOVE WILL BE CORRECTED.

Indemnification

To the maximum extent not prohibited by applicable law, you will indemnify, defend and hold harmless Contentstack and its affiliates, employees, directors, shareholders and agents, and those of its affiliates (each an “Indemnified Party”), against any claim, demand, suit, action or proceeding made or brought against any Indemnified Party by a third party arising out of or relating to (a) your use of, or activities in connection with, the Contentstack Resources and Developer Apps or combination thereof with any third-party networks, applications or systems, (b) any violation of this Agreement or (c) or alleged violation of any third-party rights, including intellectual property rights, right of privacy or publicity (each, a “Claim”). You will indemnify, defend and hold harmless such Indemnified Party from any fines or damages awarded against such Indemnified Party, such Indemnified Party’s reasonable attorney fees and costs related to a Claim, or for any amounts paid by such Indemnified Party in a settlement of a Claim approved by you in writing (such approval not to be unreasonably withheld, delayed or conditioned). The Indemnified Party shall provide you with (i) prompt notice of the Claim, (ii) sole control of the defense and settlement of the Claim (except that you may not settle any Claim unless it unconditionally releases the applicable Indemnified Party of all liability), and (iii) reasonable assistance, at your expense.

Limitations and Exclusions of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW CONTENTSTACK’S (TOGETHER WITH ALL INDEMNIFIED PARTIES) MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED THE HIGHER OF FIVE HUNDRED U.S. DOLLARS ($500) OR THE FEES PAID BY YOU TO US FOR THE CONTENTSTACK RESOURCES 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 THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, ORPUNITIVE DAMAGES, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH ANY CONTENTSTACK RESOURCES IS TO STOP USING THE APPLICABLE CONTENTSTACK RESOURCES. 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.

TO THE EXTENT A DISCLAIMER, LIMITATION, OR EXCLUSION OF LIABILITIES IS NOT ENFORCEABLE BY MANDATORY APPLICABLE LAW, CONTENTSTACK’S LIABILITY IS LIMITED AND EXCLUDED TO THE GREATEST EXTENT ALLOWED BY SUCH APPLICABLE LAW.

Ownership

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 Resources and Contentstack Developer Apps and its trademark, names, logos, brand, and other such marks.

Digital Millennium Copyright Act

It is Contentstack’s policy to respond to notices of alleged infringement in compliance with the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Contentstack Marketplace infringes your copyrights, then you may submit a notification pursuant to the DMCA by following the instruction provided at https://www.contentstack.com/legal/terms-of-service/. For clarity, only DMCA notices should go to the Contentstack Designated Copyright Agent. Any other feedback, comments, or other communications should be directed to [email protected].

Term, Termination, and Suspension.

This Agreement commences on the date you accept it and continues for as long as you make any use of the Contentstack Resources or Developer Apps in connection with the Contentstack Services or until terminated in accordance with the terms herein.

You may terminate this Agreement at any time by providing written notice to Contentstack or by ceasing use of the Contentstack Resources. Contentstack may terminate this Agreement at any time on 10 business days’ notice to you with or without reason. Such notice from Contentstack may be given via any reasonably documented means such as posting in your Contentstack Services account. Contentstack may terminate this Agreement immediately if you breach this Agreement in any way. In such a case of immediate termination, Contentstack will notify you at the time of termination or immediately the following termination if Contentstack reasonably cannot notify in advance, for example, if Contentstack must terminate in case of a breach or a suspected breach that could jeopardize the security, stability of the Contentstack Resources or compliance of applicable law by Contentstack, Customer or Developer or third-party service provider’s operations

Without prejudice to the foregoing, either party may terminate this Agreement (i) 7 days after giving written notice if the other party is in breach of this Agreement and such breach cannot be cured within the 7 day period, (ii) immediately if the breach is material or of a nature that can not be cured, or iii) immediately, 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.

If we terminate this Agreement without cause, we will refund pre-payments, if any, you have made but not used for any of the Contentstack Developer Apps or the Contentstack Resources that are not subject to another agreement such as the MSA.

Without limiting Contentstack’s termination or other rights, Contentstack has the right at its discretion to suspend, limit or throttle access to and availability (“Suspension”) of any Contentstack Resources or Developer Apps in connection with the Contentstack Services for any reason, including (a) to address any (actual or perceived) emergency, misuse, or security threat, (b) to comply with applicable laws, and to respond to requests or demands of public authorities, (c) to comply with or investigate privacy, intellectual property rights (such as copyright ”notice and takedown”) or other third-party rights related request, (d) if Contentstack reasonably believes that your continued access or use could adversely impact the stability, performance or operation of the Contentstack Resources or Contentstack Services or any Customer, Developer or Developer Services, or (e) to address violations of this Agreement. Contentstack will use reasonable efforts to notify you prior to Suspension.

Effects of Termination

Upon termination, you must cease all use of Contentstack Resources, including use of Developer Apps in connection with the Contentstack Services, and you must return or delete, as applicable and as may be requested by Contentstack, all Contentstack Resources and Contentstack Developer Apps (including copies of any part of the same) in your possession. This does not limit your rights that apply to any software code in the Contentstack Developer Apps that we may have made available and licensed to you under a separate license (such as open-source software licenses).

Surviving Provisions

Any provisions that by their nature should survive the termination or expiration of this Agreement will survive, including the following provisions “Warranties Disclaimers”, “Indemnification”, and “Limitations and Exclusions of Liability”, “Effects of Termination”, “Surviving Provisions” and “General”.

General

Governing Law

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.

Provisions of 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 the mandatory applicable law to you as a consumer.

Compliance with Laws

You represent, warrant, and covenant that you will use the Contentstack Resources and Developer Apps in compliance with all applicable laws.

Export

The Contentstack Resources 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 Resources and such other components by you. You shall not access or use the Contentstack Resources from any jurisdiction in which the provision of the Contentstack Resources or other software or components is prohibited under the 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 Resources 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 the 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 Resources, 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.

Feedback

Contentstack will have the full, unencumbered 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.

Notices

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 [email protected] 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.
1023 Springdale Rd., Bldg. 14A

Austin, TX 78721

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, without limitation, 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 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.

Titles and headings of sections of this Agreement are for convenience only.

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, without limitation, electronically) by the party against whom the modification, amendment, or waiver is to be asserted.