Effective Date: August 2022

BY (A) CHECKING OR CLICKING A BOX INDICATING ACCEPTANCE, (B) USING, ACCESSING, OR DOWNLOADING THE “CONTENTSTACK RESOURCES” (DEFINED BELOW) OR ANY PART THEREOF, OR (C) OTHERWISE DEMONSTRATING YOUR ACCEPTANCE OF THIS AGREEMENT (E.G., BY SIGNING A SEPARATE AGREEMENT WITH CONTENTSTACK REFERENCING THIS AGREEMENT), YOU AGREE TO THE TERMS OF THIS AGREEMENT.

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 “Developer” 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.

This Agreement is between Contentstack Inc. (“Contentstack”) and you, the person or entity entering into this Agreement.

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 endeavor to 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.

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.

“Approval” means Contentstack’s approval to make a specific Developer App a Marketplace App, which can be listed and made available to Customers through the Contentstack Marketplace.

“Contentstack App Development Tools” means any resources made available by Contentstack to Developers for purposes of building Developer Apps, including any services, code, or APIs (other than those that are part of the Contentstack Services), SDKs, or Documentation.

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

“Contentstack Resources” means any or all of the following, or any part thereof, as applicable: (i) the Contentstack App Development Tools, (ii) the Contentstack Marketplace, (iii) the Documentation, and (iv) any access tokens or 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 the MSA, including the Web App (user interface to access and use the Contentstack Services) and Contentstack APIs made available under the MSA.

“Customer Information” means any personal data or personal information (as defined by applicable law) accessible via a Developer App or otherwise in connection with Contentstack Services or obtained from the Customer, as well as “Customer Data” as defined in the MSA) that is managed by a Customer in the Contentstack Services.

“Customer” means an end-user of the Contentstack Services and Developer App(s).

“Developer” means the person or entity entering into this Agreement, as applicable per the preamble.

“Developer App” means web-based, on-demand applications, downloadable software applications, or any integration, interoperability, or compatibility with Contentstack Services, including between Contentstack Services and Developer Services, if any. Developer Apps include Marketplace Apps Each Developer App is subject to terms, if any, as further described in the Contentstack Marketplace, the Developer EULA and/or related documentation made available by the Developer.

“Developer 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, that are made available by the Developer in connection with their offering of Developer Apps.

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

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

“Master Agreement” or “MSA” means the agreement under which you have subscribed to the Contentstack Services, including Master Agreement, including all Order Forms, and/or Terms of Service (TOS). The MSA may be between you and Contentstack or you and an authorized Contentstack partner.

Overview

The Contentstack Marketplace is an online directory for Marketplace Apps. Subject to Approval by Contentstack, Developer Apps that qualify as Marketplace Apps can be made available to Customers via the Contentstack Marketplace and may link to or operate with Developer-owned and managed applications or services that are not offered on the Marketplace

Contentstack App Development Tools are made available by Contentstack to Developers for them to build Developer Apps that interoperate with Contentstack Services and with Developer Services if any.

Use of the Developer Apps is subject to a Developer EULA between Developer and Customer and not this Agreement or the MSA. The Developer Services are also subject to a Developer EULA or a direct agreement between a Customer and a third-party provider of Third-Party Developer Services and not this Agreement or the MSA.

Both Contentstack Marketplace and the Contentstack App Development Tools are subject to this Agreement and not the MSA.

For the avoidance of doubt, Contentstack Services are not subject to this Agreement, but a Master Agreement and Contentstack Services are not Developer Services.

Contentstack Marketplace and Contentstack App Development Tools

Subject to this Agreement, Contentstack provides the Contentstack Resources to you. Access to and use of Contentstack Resources are subject to you having an existing account in good standing in Contentstack Services and executing a Technology Partner Agreement or Solutions Partner Agreement with Contentstack, and (ii) an account in GitHub to access public repositories if any.

You are solely and exclusively responsible for all use of Contentstack Resources in connection with your account and your company. You will use commercially reasonable efforts to prevent unauthorized access to or use of Contentstack Resources and your accounts and keep your user name and password secure.

Changes, Usage Limits, and Charges

Contentstack Resources are subject to change at any time with or without notice and are responsible for checking the Contentstack Resources regularly. Developer Apps, Developer Services, and Third Party Developer Services are considered “Non-Contentstack Applications” as defined in the Contentstack Master Agreement, and as such, you agree that Contentstack will not be liable for any impact that changes may have on Developer Apps or use of Developer Apps, Developer Services, Third Party Developer Services, Customer Applications or your use of Contentstack Resources or Contentstack Services.

Currently, Contentstack offers Contentstack Resources and the Contentstack Marketplace to Developers without any charges or fees. If, at any time, such policy changes, we will provide notice, and such charges, if any, will apply only for future use after a reasonable notice period. Use of Developer Apps will count towards your use of Contentstack Services under your MSA: a Developer App may be counted as a “User” in Contentstack Services, and the API calls generated and the bandwidth used by the Developer App will count towards your use.

Contentstack Resources may be or may become subject to usage limitations such as limits on storage space or a number of calls against Contentstack APIs. Such limitations will be specified in the Documentation.

Developer Apps and Developer Services

Approval and General Requirements for Marketplace Apps and Developer Services

For a Developer App to be a Marketplace App and available through the App Marketplace, it must complete the Contentstack process and first obtain Approval using truthful, accurate, and complete information provided by the Developer. Contentstack may grant or withhold Approval (or may grant Approval subject to conditions) at its sole discretion. The Documentation will describe in more detail how a Developer App can be submitted for Approval to be a Marketplace App. Approval is not an endorsement or assumption of liability by Contentstack or Marketplace Apps.

Developer Apps that are not listed in Contentstack Marketplace and are not subject to Approval but such private Developer Apps are nevertheless subject to compliance with this Agreement and MSA.

Following Approval, Contentstack reserves the right to review or otherwise inspect Marketplace Apps any time with or without notice. Contentstack may withdraw its Approval of a Marketplace App at any time, with or without notice, and for any reason (including, but not limited to inaccurate, untruthful, or incomplete information or changes in Developer Apps or Developer circumstances that may make it such) or may make a previously granted Approval subject to conditions. Developer will support Contentstack in such inspections upon Contentstack’s reasonable request, including by providing access to Marketplace Apps and to Developer’s security and other applicable policies and any additional information reasonably requested by Contentstack relating to Marketplace Apps or Developer Services, if any.

Withdrawing an Approval means that Contentstack will remove such Marketplace App from the Marketplace and Contentstack disabling. any integration of such Marketplace App with any Contentstack Services. Contentstack will have no liability to you for such withdrawal or any consequences from such withdrawal. Upon withdrawal of Approval by Contentstack, you agree to promptly, but no later than 24 hours after notice, disable any integration of such Marketplace App with any Contentstack Services.

Access Credentials

To use any of the Contentstack Resources you will need an active subscription to the Contentstack Services. As part of that subscription, you will have user access credentials to the Contentstack Services. User access credentials are required to build a Developer App, submit a Marketplace App for Approval, and use a Developer App.

Listing of Marketplace Apps

Subject to Approval and Developer’s compliance with this Agreement, Contentstack may, but does not have the obligation to, list and retain listed Marketplace Apps in the Contentstack Marketplace in the order and layout of Contentstack’s choice.

Any listing, including any editorial, content, and placement decisions in the Contentstack Marketplace, and delisting are at Contentstack’s sole discretion.

A Developer can list its own Developer Apps on its own website (and not on the Contentstack Marketplace) by deep-linking to the Contentstack Services. The developer’s use of Contentstack’s name and logos in such context must be in accordance with section “Rights, Licenses and Ownership” below.

Ownership, Rights, and Licenses

Ownership

As between the parties to this Agreement and subject to the rights and licenses expressly granted hereunder: (i) Developer retains the exclusive ownership of Developer Apps and Developer Services except for Third-Party Developer Services which remain with the applicable third-party, (ii) Contentstack retains exclusive ownership of the Contentstack Resources, Contentstack Service and Contentstack Developer Apps, and (iii) each party retains exclusive ownership of its names, logos, brand, and other such marks.

Rights and Licenses to Use Contentstack Resources

Subject to your compliance with this Agreement, Contentstack grants to you a worldwide, limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the Contentstack Resources to (a) develop and test Developer Apps that integrate with Contentstack Services and Developer Services (if any), and (b) subject to Approval (for Marketplace Apps), make available Developer Apps and allow Customers to install and use such Developer Apps in connection with Contentstack Services.

To the extent that, or in the event that any parts of the Contentstack Resources are accompanied with any specific terms (such as open-source software terms), such terms shall govern such portion(s) of the Contentstack Resources.

Rights and Licenses between a Customer and a Developer

Any rights and licenses and other terms and conditions between a Customer and a Developer will be subject to the terms of a Developer EULA between the Customer and the Developer. Such rights and licenses are not subject to this Agreement or the MSA, and Contentstack is not a party to any such Developer EULA (except for Contentstack Developer Apps).

Rights and Licenses Granted to Contentstack

Developer Apps, Developer Services, and Related Materials

The below rights, obligations, and licenses are limited to the extent reasonably necessary for Contentstack to provide the Contentstack Marketplace and Contentstack App Development Tools, listing your Marketplace Apps in the Contentstack Marketplace, hosting your Developer Apps (to the extent and for as long as Contentstack offers to host your Developer Apps), and enabling the connection and interaction between the Contentstack Services, Developer Apps and Developer Services.

As a Developer, you authorize Contentstack, and grant a worldwide, royalty-free, revocable right and license to Contentstack, to:

• List on the Contentstack Marketplace, host, copy, transmit, display, publicly perform and adapt your Marketplace Apps and any materials provided to Contentstack in the context of the Contentstack Marketplace and Contentstack Services;
• List on the Contenstack Marketplace host, copy, transmit, display, publicly perform, and adapt your Developer Apps and any materials provided to Contentstack in the context of the Contentstack Services;
• Test, review and demonstrate Marketplace Apps, Developer Apps, and Developer Services, if any, to Customers and prospects; and
• Permit Customers to access, install, purchase, and (if applicable) download Marketplace Apps in connection with the Contentstack Services, use, and reference Marketplace Apps, and Developer Apps in our marketing of the Contentstack Resources and Contentstack Services, including the rights and licenses to market, sell, distribute and export such Developer Apps and Marketplace Apps.

To the extent necessary for the purposes set forth above, upon request, you will provide Contentstack with a free account, as needed, for Developer Apps and Developer Services. If the Developer Services are Third-Party Developer Services, you may grant the foregoing license or provide an account or access to such Third-Party Developer Services. You will ensure that you are authorized to grant Contentstack such a license or an account or access.

Contentstack has the right to use any materials related to the Developer Apps and Developer Services made available by the Developer to Contentstack. This includes, for example, the Developer EULA, Developer website pages describing Developer Apps and Developer Services, user documentation and the like, or links to the same.

The rights and licenses granted by you to Contentstack above include a non-exclusive, worldwide, fully paid-up, and royalty-free license to all applicable intellectual property and related rights.

Your Name and Trademarks or Servicemarks

You grant to Contentstack a non-exclusive, fully paid-up, worldwide, royalty-free license to, and Contentstack may use and refer to, your name, logos, trademarks, and the Developer App and the Developer Services in Contentstack’s marketing materials and website and in connection with marketing Contentstack products and services. You grant to Contentstack a non-exclusive, worldwide, fully paid-up, royalty-free license to, and Contentstack may use and refer to, your name, logos, trademarks, and the Marketplace App and the Developer Services in the Contentstack Marketplace. Contentstack’s use of such items inures solely to your benefit. Contentstack will follow your documented instructions when using such items. To the extent that the Developer Services are Third-Party Developer Services, the foregoing shall not apply with respect to such Third-Party Developer Services

Feedback

Contentstack will have the full right, without any encumbrance, obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any suggestions or comments you may provide for enhancements or improvements, new features or functionality or other feedback with respect to Contentstack products and services (“Feedback”). Such Feedback does not include any Customer Information.

Warranties, Indemnities, and Liabilities

Disclaimer of Representations, Warranties, and Guarantees

Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE CONTENTSTACK RESOURCES IS ENTIRELY AT YOUR SOLE RISK AND THAT THE CONTENTSTACK RESOURCES AND ANY DATA OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONTENTSTACK RESOURCES ARE PROVIDED BY CONTENTSTACK ON AN “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CONTENTSTACK AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CONTENTSTACK AND ITS AFFILIATES DO NOT WARRANT THAT THE CONTENTSTACK RESOURCES OR INFORMATION OFFERED ON OR THROUGH THE CONTENTSTACK RESOURCES WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING IF ENCOUNTERED, WILL BE CORRECTED. CONTENTSTACK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT DEVELOPER APPLICATIONS OR DEVELOPER SERVICES. ANY WARRANTY OR REPRESENTATION MADE REGARDING ANY DEVELOPER APPLICATION OR DEVELOPER SERVICES IS MADE DIRECTLY BY SUCH DEVELOPER. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT 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.

Your Warranties and Representations

You represent and warrant: (a) that you have the full power and authority to enter into and perform this Agreement, (b) that the Developer Apps and their use in accordance with this Agreement and for their intended purpose do not violate any third-party rights (including intellectual property rights and rights of data protection, privacy or publicity) or any applicable laws, (c) that you have the right to integrate your Developer Apps with the Developer Services and make the Developer Services available via your Developer Apps, and (d) that all materials and information you provide to Contentstack are true, accurate and complete at the time of disclosure and will be maintained as such at all times thereafter.

Indemnification

To the maximum extent not prohibited by applicable law, you will indemnify, defend and hold harmless Contentstack and Contentstack affiliates, employees, directors, shareholders and agents, and those of its affiliates (each an “Indemnified Party”), against any and all claims, demands, suits, causes of action, or proceeding made or brought against any Indemnified Party by a third party arising out of or relating to (a) any violation or alleged violation of any third-party rights, including intellectual property rights, right of privacy, data protection or publicity; and (b) your use of, or activities in connection with, the Contentstack Resources, (each, a “Claim”). You will indemnify, defend and hold harmless such Indemnified Party from any 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 give you (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 does not require Contentstack to admit fault or liability), and (iii) provide 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 TWO HUNDRED U.S. DOLLARS ($200) OR THE FEES PAID BY YOU TO CONTENTSTACK FOR THE CONTENTSTACK RESOURCES IN THE 12-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, OR PUNITIVE 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 applicable law, Contentstack’s liability is limited and excluded to the greatest extent allowed by such applicable law.

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 own a copyright 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 instructions provided in our Terms of Service. For the avoidance of doubt, only DMCA notices should go to the Contentstack Designated Copyright Agent. Any other feedback, comments, or other communications should be directed to [email protected].

Privacy and Security

The Developer and the Customer must agree in a Developer EULA on how privacy and security are handled between them. Contentstack has no influence over how Developer Apps and Developer Services process personal data, nor how such processing is governed in the Developer EULA.

Privacy and security of the Developer Apps and Developer Services are the sole responsibility of the Developer (or the applicable provider of Third-Party Developer Services) and the Developer shall process personal data solely in accordance with applicable laws, rules, and regulations (including as applicable all data protection laws), including obtaining any consents needed for such processing.

As a Developer you will implement technical and organizational measures that are industry best-practice, including without limitation, utilizing information security systems to protect the confidentiality, security, integrity, availability, and privacy of Customer Information, any access credentials and tokens, the Contentstack Services, and the Contentstack Resources. You will promptly (but no later than 24 hours after discovery) report to Contentstack and Customers, as applicable, any known or suspected security or data breach involving any of Customer Information, access credentials, and tokens, or Contentstack Services or the Contentstack Resources. In the event of any security or data breach, you will also promptly remediate such breach and provide all reasonable assistance requested by Contentstack or a Customer to mitigate such security or data breach. If otherwise not prohibited by law, all public communications related to such security or data breach must be coordinated with Contentstack.

Personal data in connection with the Contentstack Marketplace and Contentstack Developer Apps are processed by Contentstack in accordance with the Contentstack privacy policy available via www.contentstack.com/privacy. Contentstack Developer Apps may be subject to additional terms that will be made available in the Contentstack Marketplace in conjunction with such Contentstack Developer Apps.

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 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 Contentstack terminates this Agreement without cause, Contentstack will refund pre-payments, if any, you have made but not used for any of 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 sole discretion to suspend, limit or throttle access to and availability (“Suspension”) of any Contentstack Resources and Developer Apps, including, but not limited to (a) to address any (actual or perceived) emergency, misuse, stability 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 data protection, privacy, intellectual property rights (such as copyright ”notice and takedown”) or other third-party rights-related requests, (d) if Contentstack reasonably believes that your continued access or use could adversely impact the 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 and you will disable all integrations of Developer Apps with Contentstack Services, and you shall return or delete, as applicable and as may be requested by Contentstack, all Contentstack Resources (including copies of any part of the same) in your possession.

At the time of termination, each party will return or delete, as applicable and as may be requested by the other party, the confidential information of the other party.

Surviving Provisions

Any provisions that by their nature should survive the termination or expiration of this Agreement will survive, including the following provisions “Rights, Licenses and Ownership”, “Warranties, Indemnities and Liabilities”, “Publicity”, “Effects of Termination”, “Surviving Provisions” and “General”.

Publicity

You may not state or represent that you are in any way affiliated with Contentstack without prior written permission. However, you may use the Contentstack name and logos as provided by Contentstack to you to advertise your Developer Apps. Any press releases made by you referencing the Contentstack Marketplace or using the Contentstack name or logos are subject to prior approval by Contentstack. To seek approval, please reach out to [email protected]. Your use of Contentstack’s name and logos inure solely to our benefit. You will follow our documented instructions when using our name and logos.

General

Governing Law

This Agreement is governed by the internal laws of the State of California U.S.A 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 of the San Francisco County, 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 the mandatory applicable law to you as a consumer.

Notices

All notices to Contentstack related to this Agreement must be in writing and sent to Contentstack Inc., 1023 Springdale Rd., Bldg. 14A, Austin, TX 78721. A notice will be effective upon: (a) personal delivery or (b) the third business day after mailing. To be effective, a copy of each notice must also be sent by email to [email protected] which copy sent by email alone will not constitute notice. Contentstack 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.

Compliance with Laws

You represent and warrant 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.

Miscellaneous Terms

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. Contentstack 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.

All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

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. The term “including” and its variations will be interpreted as if followed by “without limitation”.

This Agreement is the entire agreement between you and Contentstack relating to its subject matter and supersedes all prior and contemporaneous Contentstack agreements, proposals, or representations, written or oral, relating to that subject matter.

Contentstack 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.