Last Updated: June 30, 2026

END-USER PASS-THROUGH MASTER AGREEMENT

This Contentstack End-User Pass-Through Master Agreement (“Agreement”) is made by and between Contentstack Inc. (“Contentstack”), a Delaware corporation having offices at 1023 Springdale Rd., Bldg. 14A, Austin, TX 78721, and the End-User (as defined below). This Agreement shall become effective upon the date of execution of the party to sign last (the “Effective Date”). 

This Agreement, together with all Order Forms, sets forth the terms under which End-User will have the right to access the Contentstack Software/or Services described and defined herein. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows

1. DEFINITIONS

Certain capitalized terms used in this Agreement shall have the meaning assigned to them as set forth herein.

1.1 Affiliate

an entity that owns or controls, is owned or controlled by, or is under common control or ownership with the applicable party hereto, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.2 Authorized Reseller

The authorized reseller of Contentstack products that licensed Contentstack software to End-User under a separate agreement.

1.3 Connected Platform

A third-party integration software used by End-User with the Software and/or Services.

1.4 Confidential Information

All non-public information disclosed by a party to the other party on or before the Effective Date and thereafter which (a) is marked as “Confidential” or with a comparable legend if disclosed in written, graphic, machine readable or other tangible form; or (b) which should reasonably in good faith be treated as confidential or proprietary based on the nature of the information or the circumstance surrounding its disclosure (including End-User Data). Confidential Information does not include information which is (i) generally known or publicly available, or which, hereafter through no wrongful act or omission on the part of recipient, becomes generally known or available; (ii) rightfully known to recipient at the time of receiving such information; (iii) furnished to recipient by a third party without restriction on disclosure; or (iv) independently developed by recipient without having relied on the Confidential Information of the disclosing party.

1.5 End-User Data

All electronic content submitted by or on behalf of End-User into and for use in the Software and/or Services (including data retrieved from Connected Platforms), including any Personal Data (as defined in the DPA and only if applicable to the Software identified in the Order Form). End-User Data does not include Usage Data.

1.6 Destination

A third-party Connected Platform or other destination to which End-User chooses to send End-User Data or a website, third-party Connected Platform, or other data source from which End-User Data is sent to the software for processing.

1.7 DPA

For companies operating solely and exclusively in North 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.

1.8 Documentation

The generally available end user documentation provided by Contentstack, which may be updated from time to time, with the Software which are incorporated into, and form part of, this Agreement.

1.9 End-User

The party listed as the end-user in the Order Form between Contentstack and Authorized Reseller and the undersigned party below.

1.10 Error  

A reproducible failure of the unmodified Software to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of, the Software.

1.11 Fees

the Software and Service license fees set forth in an applicable Order Form and any overage charges for End-User’s use exceeding any limits specified in an Order Form.

1.12 IPRs

Any and all intellectual property rights, including registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patents, utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trade secrets, trademarks, service marks, trade names, domain name rights, know-how, rights of confidence, or other intellectual property rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.

1.13 Internal Use

Use of the Software, Services, Documentation and Services Description for End-User’s general business use, solely for the benefit of End-User, but does not include use of the Software, Services, Documentation or Services Description to provide any software or services for the benefit of third parties.

1.14 Losses

Any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, settlement amounts or damages.

1.15 Order Form

A Contentstack issued order form that describes the Software licensed to and the Services purchased by Authorized Reseller on behalf of End-User, which, is incorporated into, and form part of, this Agreement by this reference.

1.16 Order Form Effective Date

The effective date of each Order Form, as set forth in an applicable Order Form(s) (and if nothing is stated, shall be the last date executed by the parties of such Order Form).

1.17 Security Addendum

Contentstack’s Security Addendum located at https //www.contentstack.com/legal/security-addendum/, which is updated from time to time by Contentstack and incorporated into, and forms part of, this Agreement.

1.18 Services

Contentstack’s generally available services, as agreed upon in a relevant Order Form. A description of such Services may be found in the “Services Description”.

1.19 Services Description

Contentstack’s Services Description located at https //www.contentstack.com/legal/services-description/ which may be updated from time to time by Contentstack and is incorporated into, and forms part of, this Agreement. 1.20 SLA Contentstack’s Service Level Agreement specified in the Services Description.

1.21 Software

the generally available, commercially licensed software or Software as a Service (“SaaS”), in binary form, identified, described, and set forth in an applicable Order Form(s), including (i) if applicable, access to any related Contentstack dashboards, application programming interfaces and any set of instructions and statements written by or on behalf of Contentstack using a computer programming language (“Contentstack Code”), (ii) Updates thereto, and (iii) the Documentation delivered to End-User hereunder. “Software” does not include any software licensed to End-User by an Authorized Reseller.

1.22 Source

A End-User website, third-party Connected Platform, or other data source from which End-User chooses to send End-User Data to the Software.

1.23 Subscription Term

The period of time the applicable licenses are valid, as specified in an applicable Order Form.

1.24 Update

A major or minor release of the Software, or a fix or patch thereto, that Contentstack may make generally available to all End-Users, as further detailed in the Services Description.

1.25 Usage Data

Contentstack’s technical logs, account and login data, and data and learnings about End-User’s use of the Software and/or Services (including frequency of logins, volume of End-User Data collected or sent to Destinations). “Usage Data” does not include End-User Data.

1.26 User(s)

An individual who is authorized by End-User to use the Software on End-User’s behalf and for its benefit, and to whom End-User (or Contentstack at End-User’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of End-User and/or third parties who manage End-User’s website or content (provided they are subject to confidentiality obligations in accordance with Section 9). Users must be individual human beings, and shall not be, without limit, any form of bot, computer, AI or machine learning.

2. SOFTWARE LICENSE AND RESTRICTIONS.

2.1 Software licensed

This Agreement governs End-User’s access and use of the Software and/or Services in connection with an Order Form between Contentstack and an Authorized Reseller. End-User acknowledges the agreement between Contentstack and Authorized Reseller to resell access to, or provide access to, the Software and/or Services requires the Authorized Reseller to incorporate this Agreement into all Order Forms, and End-User expressly agrees that Contentstack shall have the benefit and right to enforce this Agreement against End-User. In the event any provision of this Agreement is deemed to conflict with a provision of an Order Form or any other agreement between End-User and Authorized Reseller with respect to the Software or other subject matter of this Agreement, the applicable provisions of this Agreement shall control as between End-User and Contentstack.

2.2 Software Right to Access and Use

During the applicable Subscription Term, subject to End-User’s continued compliance with the terms and conditions of this Agreement and Authorized Reseller payment obligations to Contentstack, Contentstack grants to End-User a limited, world-wide, royalty-free, non-exclusive, non-sublicensable and non-transferable license to use the Software for Internal Use in accordance with the Documentation, subject to any limitations specified in the Order Form(s) (“Permitted Purpose”). For avoidance of doubt, if identified on the applicable Order Form, the foregoing license in this Section 2.2 includes the right for End-User to use, copy and distribute the Contentstack Code for use on End-User’s online properties in connection with End-User’s use of the Software and Services.

2.3 Software and Service Restrictions

Except as expressly set forth in this Agreement, End-User shall not, directly or indirectly (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage in the Software or Services; (b) allow access or use of the Software and/or Documentation or any modified version or derivative work created by or for End-User for their own purposes or any reason other than for the Permitted Purpose; (c) provide the Software on a timesharing, service bureau, service provider or other similar basis; (d) remove, suppress, alter, destroy or modify any copyright, trademark or proprietary notice or markings in the Software or Documentation; (e) incorporate or merge the Software into another software product, or otherwise access or use the Software and/or Documentation to create, modify or enhance any software or competing service; (f) disassemble, decompile, reverse engineer, make error corrections to the Software, or otherwise attempt to derive the structure, sequence or organization of source code, except as permitted by applicable law to achieve interoperability of the Software with the operation of other software or systems used by End-User; (g) modify, alter, adapt, recast, transform or otherwise prepare a derivative work of the Software and/or Documentation; (h) use the Software to store or transmit or authorize a third party to store or transmit malicious code, infringing, harassing, libelous or otherwise unlawful, illegal or tortious material, or to store or transmit material in violation of third-party privacy, intellectual property or proprietary rights; (i) otherwise use or access the Software or Services in breach of the Permitted Purpose, this Agreement, the Documentation, the Services Description, any applicable Order Form(s) and/or any applicable laws, rules and/or regulations; (j) copy any features, functions, or graphics of the Software and/or Documentation for any purpose; (k) use the Software, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for external publication without Contentstack's prior written consent; (l) permit or allow access or use of the Software, Services or Documentation by any unauthorized third party, or permit or allow any unauthorized third party to use the Software, Services or Documentation for its own purposes or for the purposes of any of its own End-Users; (m) intentionally interfere with or disrupt the integrity or performance of the Software or any data contained therein; (n) disclose the results of any benchmark, performance tests, or results of the Software to any third party; (o) use the Software and/or Documentation for the purposes of developing, directly or indirectly, a product competitive to the Software; (p) attempt to gain unauthorized access to the Software or Services or its related systems or networks; (q) breach any security feature readily apparent in the Software or Services; (r) combine or use the Software or Services with any third party hardware, networks, code, data, or services that infringes any third party right; (s) use the Software to advocate, sell or promote any services, goods or activities that are illegal or otherwise creates liability for Contentstack; (t) use or access the Services in any manner that interferes with, degrades, or disrupts the integrity, quality or performance of any of Contentstack’s technologies, services, systems or offerings (including the Services and Software); or (u) permit any third party to do any of the foregoing. The restrictions in this Section 2.3 shall apply to the whole and any part(s) of, the Documentation and as applicable the Software and Services. End-User acknowledges that in order to use certain of the Services and Software, End-User must provide all necessary third party software (e.g., operating system and web browser). Contentstack is not responsible for providing any such third party software, unless otherwise provided in this Agreement or an applicable Order Form. Services do not automatically include the provision of Software to be hosted under this Agreement. End-User is solely responsible for ensuring that it has all necessary rights to use the Software for the purposes contemplated herein.

2.4 End-User Obligations

End-User shall: (a) be solely responsible and liable for all Users’ 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 End-User Data and End-User Data Results) and the means by which End-User 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 Section 9; and (f) notify Contentstack promptly of (i) any unauthorized use of, or access to, the Software or Services (or any parts thereof) of which it becomes aware, and (ii) any notice or charge of noncompliance with any applicable law, rule or regulation asserted or filed against End-User in connection with information processed, stored or used in the Software (or any part thereof).

2.5 Access Credentials

End-User shall be responsible for ensuring the security and confidentiality in accordance herewith of all User access credentials and acknowledges that it will be solely and fully responsible for all activity occurring under and Losses incurred through, or in connection with, access to and use of the Software and Services under such credentials. End-User agrees that User accounts may only be reassigned to a new individual replacing a User who will no longer use the Software and Services.

3. CONTENTSTACK SERVICES

3.1 Services Offered

End-User may license Services from an Authorized Reseller by entering into one or more Order Forms specifying such Services. The Services are for Internal Use only.

3.2 Services

Contentstack will provide all Services, subject to End-User’s continued compliance with this Agreement, as set forth in an applicable Order Form. The Services shall be valid for the Subscription Term under the corresponding Order Form under which the Services are purchased. Any unused Services will not be subject to any credit or refund and will not be carried forward.

3.3 Conditions and Exclusions

The Services are subject to the following conditions and exclusions, as well as any additional conditions and exclusions set forth in the Services Description or Documentation and any applicable Order Form: (a) End-User will designate a point of contact for the Services who will serve as an escalation point for Authorized Reseller and/or Contentstack and assist in scheduling and providing End-User resources, as required for Contentstack to perform the Services; (b) End-User remains responsible and liable for project management (Contentstack is not responsible for providing management of End-User projects or implementation as part of the Services, but may provide recommendations to End-User); (c) End-User or its applicable implementation services provider will remain solely responsible and liable for any testing, development, configuration, implementation or similar steps required for commercial deployment of the Software; (d) unless otherwise specified in an Order Form, Contentstack’s provision of the Services does not include any consulting services, including any hands-on development, configuration or implementation of the Software; (e) the Services are provided on a non-exclusive basis; and (f) the restrictions set out in Section 2.3 shall apply to the Services and Services Description, as applicable. Nothing shall be construed as restricting or limiting Contentstack from providing the same or similar services to other End-Users.

3.4 Service Requirements

End-User agrees that its participation and cooperation is critical for the success of the Services. End-User and its third party providers (provided they are subject to confidentiality obligations in accordance with Section 9), if any, will provide all necessary resources, access, data and information required for Contentstack to perform the Services. End-User will ensure its personnel and resources will be suitably skilled and made available to Contentstack in a timely and professional manner. End-User will use commercially reasonable efforts to have its third party provider’s personnel and resources, if applicable, suitably skilled and available to Contentstack in a timely and professional manner. This includes, to the extent applicable to the Services: time for consultation, remote network access, access to data, logs, configuration builds and production systems, provisioning of necessary data, reviewing work and working sessions with the Contentstack resource, optimizing data access performance and other performance aspects of End-User applications through tools and techniques mutually agreed by both parties, and such other responsibilities as set forth in the Services Description. Contentstack may rely upon any instructions, authorizations, approvals, data or other information provided by End-User or its third party provider, if applicable. Contentstack will be excused from performance of its obligations and the Services to the extent that such failure is attributable to End-User’s or its third party provider’s failure to provide timely and professional resources, access, data and/or information. End-User’s time for completion of tasks and approvals and End-User resource availability may result in changes to the Services, timelines and Fees. End-User shall be responsible and liable for: (i) the acts and omissions of any third party provider that it uses in connection with the Services; and (ii) any software, data, information, goods and services that it uses in connection with the Services, including, without limitation, End-User Data.

4. FEES AND PAYMENTS

4.1 Payments & Fees for Reseller Purchases

In the event Contentstack software is purchased through an Authorized Reseller by way of a separate agreement between Authorized Reseller and End-User, End-User’s obligation to pay shall be as described in such separate agreement. End-User acknowledges that, in addition to all other remedies under law, the Authorized Reseller may be entitled to terminate licenses granted thereunder for breach of such separate agreement with End-User (e.g., a failure to pay for such licenses).

5. PROPRIETARY RIGHTS.

5.1 Contentstack IPRs

Contentstack exclusively retains and shall continue to exclusively retain all right, title and interest, including all related IPRs and all derivative works, in and to the (a) Software, (b) Documentation, (c) Services, (d) Services Description, (e) Contentstack’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 (f) any other proprietary materials or documentation anything developed or delivered by or on behalf of Contentstack to End-User under or connection with this Agreement and any Order Forms, and (g) and any modifications, updates, versions, iterations, improvements, customizations, configurations, and derivative works of any of the foregoing, whether prepared by either party independently, with each other, or with any third party (items (a) through (g) collectively, “Contentstack Property,” excluding End-User Data incorporated therein). Nothing herein shall be construed as any assignment or other transfer of any ownership interest in or to Contentstack Property, and all rights not expressly granted to End-User in this Agreement with respect to the Software or Services are reserved by, and for, Contentstack. End-User agrees to reasonably cooperate with any effort by Contentstack to register, perfect, or otherwise evince the assignments and other distributions of proprietary rights set forth herein, including without limitation by executing confirmatory documentation.

5.2 Suggestions

End-User Data Results. End-User is not obligated to provide Contentstack with any suggestions, enhancements, recommendations or other feedback relating to the Software or Services (“Suggestions”). End-User assigns to Contentstack all of its proprietary rights, titles, and interests in and to such Suggestions, including without limitation any IPRs embodied therein, such that as between the parties, Contentstack is the sole and exclusive owner thereof. The foregoing assignment includes all rights of paternity, integrity, attribution, withdrawal, and any other so-called “moral rights” in any jurisdiction, and to the extent such rights cannot be assigned under applicable law, End-User expressly waives such rights.

5.3 End-User IPRs

As between Contentstack and End-User, End-User exclusively retains and shall continue to exclusively retain all right, title and interest in and to all IPRs embodied in or associated with End-User’s Confidential Information and to any results generated by End-User using the Software and the Services (“End-User Data Results”), subject to Section 5.2. End-User grants to Contentstack a non-exclusive, royalty-free right to copy, store, transmit, modify, create derivative works of, display, and otherwise use the End-User Data in connection with providing the Software and Services and its respective obligations hereunder. Such license shall be sublicensable to Contentstack’s third-party contractors in furtherance of the foregoing permitted purpose, provided that Contentstack shall be responsible for their compliance herewith. Separate from and in addition to the license set forth in this Section 5.3, End-User grants to Contentstack the irrevocable, perpetual, fully transferable, freely sublicensable, royalty-free, worldwide right to use End-User Data Results in an anonymized, aggregated, de-identified format for any business purpose in its discretion, including without limitation for improvement, research, and benchmarking of the Software or Services, such license to survive the termination of this Agreement for any reason.

5.4 End-User Data and End-User Data Results

Contentstack will have no liability or responsibility for End-User Data and End-User Data Results.

5.5 Jointly Owned Intellectual Property

No jointly owned IPRs are created by the parties under or in connection with this Agreement and/or any Order Forms.

6. PRIVACY AND SECURITY

6.1 DPA

The DPA shall apply to the processing of any End-User Personal Data (as such term is defined in the DPA).

6.2 Data Security

Throughout the Subscription Term, Contentstack shall maintain security measures as set forth in Security Addendum.

6.3 Sources and Destination

The Software may allow End-User to send End-User Data from its Sources to the Software platform and to send End-User Data from such Software platform to End-User’s Destinations for End-User’s further use. Supported Sources and Destinations are identified in the Documentation. As further described in the Documentation, End-User determines the Sources and Destinations which it uses with the Software, as well as the types and content of End-User Data it shares between its Sources and Destinations. If described on the applicable Order Form, End-User may choose to implement Contentstack Code on your website properties to collect End-User Data from those properties and transmit it to the Software platform. The Contentstack Code will access only End-User Data that is identified in the applicable Order Form or that End-User has configured the Software to collect. In addition, Contentstack will receive End-User Data from Sources only as directed by End-User.

7. TERM AND TERMINATION

7.1 Term

This Agreement begins on the Effective Date and shall continue in full force and effect for the duration of any Subscription Term pursuant to a current Order Form, unless earlier terminated pursuant to the terms and conditions of this Agreement.

7.2 Subscription Term

Each Subscription Term shall be for the duration set forth in the applicable Order Form. Unless terminated by a party per Section 7.3 or otherwise set forth in an applicable Order Form, at the end of the then current Subscription Term, the Order Form will automatically renew for periods equal to the then current Subscription Term (“Renewal Term”). The expiration or termination of any individual Order Form shall not result in a termination of this Agreement but shall only result in the termination of such Order Form. The provisions of this Agreement relating to the effects of termination shall apply to each Order Form.

7.3 Termination Rights

If either party is in material breach of this Agreement and/or any Order Form, and such breach is not corrected (if capable of correction) within thirty (30) days of receipt of written notice by the non-breaching party, the non-breaching party shall have the right to terminate this Agreement and all Order Forms by providing written notice to the party in breach; such written notice shall specify in detail the alleged material breach. Contentstack may suspend or terminate End-User’s access to the Software and/or Services and this Agreement if the Authorized Reseller fails to pay any amount due as contracted between Contentstack and the Authorized Reseller. Either party shall have the right to immediately terminate this Agreement and all Order Forms upon written notice if the other party: (a) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within one hundred and twenty (120) days; or (b) admits in writing its inability to pay its debts as they become due. If Contentstack is the non-breaching party, End-User will be notified of its breach by the Authorized Reseller. End-User's liability to Contentstack shall not diminish or be waived due to Authorized Reseller's failure to notify End-User of its breach. 

7.4 Effect of Termination.

Upon expiration or termination of this Agreement or an Order Form as a whole: (a) the license(s) granted hereunder (excluding the licenses granted in Section 5.2 and in the last sentence of Section 5.3), if any, shall immediately terminate and End-User shall immediately delete and stop using the Contentstack Property; (b) Contentstack’s obligation to provide the Services will end immediately; and (c) each party shall, subject to Section 7.6 and the DPA, immediately return or destroy the other party’s Confidential Information received hereunder in its possession or under its control. If an Order Form or this Agreement is terminated by End-User as a result of an uncured confirmed material breach by Contentstack, Contentstack will refund to the Authorized Reseller a pro-rata refund of any pre-paid and unused Fees paid by the Authorized Reseller to Contentstack on End-User’s behalf for the period after the effective date of termination in connection with such material breach. Contentstack shall not be liable for Authorized Reseller's delay or failure to remit the refund to the End-User. The terms of Sections 1, 2.3, 2.4, 2.5, 3.3, 3.4, 4, 5, 7.4, 7.6, 8.3, 9, 10 to 12 (inclusive), together with any right or obligation of the parties in this Agreement which expressly by its terms or should by its nature should survive termination or expiration of this Agreement, shall survive termination or expiration of this Agreement and any Order Forms.

7.5 Suspension.

In addition to any of its other rights or remedies if (a) Contentstack is notified by an Authorized Reseller that End-User no longer has the necessary rights to use the Contentstack software for which Services are provided and/or (b) Authorized Reseller has failed to satisfy its payment obligations to Contentstack, Contentstack reserves the right to immediately, without providing End-User prior notice, suspend any licenses to use the Software and/or the Services provided to End-User, and Contentstack's obligations to End-Users shall also be suspended, without incurring any liability or penalty to End-User, until End-User has the necessary rights to use the Software and/or Services or such Fees are paid in full by the Authorized Reseller to Contentstack.

7.6 Destruction of Data

For thirty (30) days after the date of termination or expiration of this Agreement, End-User may request through the Authorized Reseller that Contentstack make available End-User Data for download, and either: (a) permanently delete or destroy End-User’s accounts associated with the Services and all other End-User Confidential Information contained therein; or (b) provide to End-User or its designee, on a time-and-materials basis, any other End-User Confidential Information stored within the Services as of the time of termination, in a mutually agreed format and manner; provided that Contentstack shall be entitled to retain any such End-User Data as required by applicable law. Contentstack shall not be in breach of this Section 7.6 if the Authorized Reseller fails to notify Contentstack of the End-User's request. After this thirty (30) day period, Contentstack will have no further obligations as it relates to End-User’s accounts and End-User Confidential Information except and to the extent retained as required by applicable law, to maintain confidentiality consistent with its standards and policies.

8. WARRANTIES; DISCLAIMERS

8.1 Mutual

Each party represents and warrants that: (i) it is duly organized and in good standing as a legal entity under the laws of its applicable jurisdiction; (ii) the execution of the Agreement by its representative whose signature is set forth below has been duly authorized and effective to bind said party; and (iii) the execution and delivery of, and said party’s performance under, the Agreement does not and will not breach any agreement or other legal duty that said party owns to any third party.

8.2 Software Warranty

Contentstack warrants for the sole benefit of End-User that, during the Subscription Term, the Software shall perform materially in respects with the functional specifications set forth in the Documentation (“Software Warranty”). To the maximum extent permitted by law, this Software Warranty shall not apply to any Error resulting from and Contentstack shall not be liable for: (a) use of the Software in an operating environment other than as set forth in the Documentation; (b) End-User's failure to follow any reasonable instructions of Contentstack or in the Documentation; (c) use of the Software outside the terms and conditions of this Agreement, the Documentation and/or an applicable Order Form, including the Permitted Purpose; (d) End-User’s negligence, abuse, misuse or improper handling and/or use of the Software; (e) modification of or access to the Software or End-User Data by anyone other than Contentstack; (f) any software, third party applications or services that are not licensed by Contentstack; or (g) a Force Majeure Event (as defined in Section 12.5). At Contentstack’s election, during the Subscription Term, if End-User notifies Contentstack in writing of a breach of the Software Warranty within ten (10) days after End-User becomes aware of such breach, then Contentstack shall, at no charge: (i) respond within the times set forth in the SLA; (ii) use commercially reasonable efforts to make a correction available to the Software in accordance with the Services Description; or (iii) if such SLAs are not met, Contentstack shall remit service credits to the Authorized Reseller as set forth in the Services Description, or if this Agreement or Order Forms are terminated or expire without being renewed or upgraded then such service credits shall be remitted in the form of a refund credit to the Authorized Reseller. This Section 8.1 states Contentstack’s entire liability and End-User’s sole and exclusive remedy for a breach of the Software Warranty.

8.3 Service Warranty

Contentstack warrants for the sole benefit of End-User that, during the Subscription Term, Contentstack will perform the Services with due care and skill and in a professional and workmanlike manner (“Service Warranty”). This Service Warranty shall not apply to any error or failure resulting from: (a) End-User’s use of the Services other than as set forth in the Services Description; (b) End-User's failure to follow any reasonable instructions of Contentstack; (c) use of the Services outside the terms and conditions of this Agreement, the Services Description and/or the Order Form; (d) End-User’s negligence, abuse, misuse or improper handling of the Services; (e) modification of the Services by anyone other than Contentstack; (f) an error or failure caused by any third party applications that are not licensed by Contentstack; or (g) a Force Majeure Event. At Contentstack’s election, during the Subscription Term, if End-User notifies Contentstack in writing of a breach of the Service Warranty within ten (10) days after the applicable Services have been provided, then Contentstack shall re-perform such Services at no additional cost to End-User. This Section 8.2 states Contentstack’s entire liability and End-User’s sole and exclusive remedy for a breach of the Service Warranty.

8.4 Disclaimer of Warranties

EXCEPT AS SET FORTH IN SECTIONS 8.1 THROUGH 8.3 AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE SET FORTH IN SECTIONS 8.1 THROUGH 8.3 ACCORDINGLY, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE CONTENTSTACK PROPERTY (INCLUDING ALL FUNCTIONS, SAMPLES AND TOOLS) ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING (A) ACCURACY OF CONTENT; (B) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; (D) NON-INTERFERENCE; OR (E) THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE DPA, OR ANY ORDER FORM, CONTENTSTACK EXPRESSLY DISCLAIMS RESPONSIBILITY AND ANY AND ALL LIABILITY FOR (i) ANY THIRD-PARTY MATERIALS, APPLICATIONS, PRODUCTS, AND SERVICES PROVIDED OR INTEGRATED WITH THE SOFTWARE OR SERVICES, OR OTHERWISE ACCESSED BY END-USER HEREUNDER, AND (ii) ANY DATA WITHIN END-USER DATA THAT DERIVES FROM OR RELATES TO END-USER’S END USER END-USERS; CONTENTSTACK’S OBLIGATIONS HEREUNDER WITH RESPECT TO THE SOFTWARE, SERVICES, AND END-USER DATA SHALL APPLY ONLY TO SOFTWARE AND SERVICES DIRECTLY OWNED AND MANAGED BY CONTENTSTACK AND TO END-USER DATA THAT SOLELY RELATES TO END-USER AND ITS EMPLOYEES.

9. CONFIDENTIAL INFORMATION

9.1 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 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 Agreement and no less protective of each party’s IPRs 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 disclosure of the other party’s Confidential Information by AI or automated systems, including implementing appropriate technical and organizational security measures.

9.2 Exceptions to Obligations

Notwithstanding Section 9.1, 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.

9.3 Equitable Relief

The parties agree that the unauthorized release or disclosure of Confidential Information may cause irreparable injury, and that the parties may be entitled to seek injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach without posting of a bond, in addition to any other rights and remedies available in the event of breach of the confidentiality obligations under this Agreement.

10. INDEMNITY

10.1 Contentstack Intellectual Property Indemnification

Subject to Section 10.2, Contentstack agrees to indemnify End-User against any damages finally awarded against End-User including reasonable attorneys’ fees incurred in connection with a third party claim alleging that End-User’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 U.S. or European Union member state’s patent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement; provided, that End-User: (a) provides prompt written notice of such claim to Contentstack specifying the nature of the claim in sufficient detail; (b) grants Contentstack the sole conduct of, or the right to settle, all negotiations and litigation arising from the claim; (c) provides to Contentstack 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 Contentstack’s prior written consent which must be provided by an authorized officer of Contentstack. In the event of a claim under Section 10.1 by a third party, Contentstack may, in its sole discretion, as Contentstack’s entire liability and End-User's sole and exclusive remedy under Section 10.1: (i) revise the Software so that it no longer infringes or misappropriates as set forth above; (ii) obtain the right for End-User to continue using the Software; or (iii) terminate this Agreement upon thirty (30) days written notice and refund to Authorized Reseller any pro-rata unused, pre-paid Fees received by Contentstack from Authorized Reseller.

10.2 Indemnity Exclusions

Notwithstanding the indemnity in Section 10.1, Contentstack 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 Contentstack; (c) modification of the Software (or any part thereof) by anyone other than Contentstack; (d) the combination, operation or use of the Software (or any part thereof) with any other products, software or data (including End-User Data) not supplied by Contentstack; (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 Contentstack’s notice to End-User that End-User should cease use of the Software in accordance with this Section 10.2. 10.3 End-User Indemnity. End-User will indemnify and hold Contentstack 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 (a) any breach of Sections 2 and/or 3 by End-User, its affiliates and/or Users; or (b) any claim that End-User Data and/or End-User Data Results (i) infringe and/or misappropriate any IPRs of any third party; (ii) infringe, violate, breach and/or misappropriate any other rights of any third party; and/or (iii) infringe, violate and/or breach any applicable laws, rules and/or regulations. 10.4 Extent of Liability. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF CONTENTSTACK AND THE SOLE AND EXCLUSIVE REMEDY OF END-USER WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE.

11. LIMITATIONS OF LIABILITY.

11.1 Aggregate Liability

TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT FOR END-USER’S PAYMENT OBLIGATIONS UNDER SECTION 4, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ITS RESPECTIVE AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL PAYMENTS MADE BY AUTHORIZED RESELLER TO CONTENTSTACK (LESS ANY SERVICE CREDITS OR AMOUNTS REFUNDED OR CREDITED) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM MADE UNDER THIS AGREEMENT. END-USER SHALL BE LIABLE FOR THE ACTS AND OMISSIONS OF ITS USERS AND AFFILIATES. IN NO EVENT SHALL CONTENTSTACK BE LIABLE FOR THE ACTS OR OMISSIONS OF ITS AUTHORIZED RESELLERS.

11.2 Disclaimer of Consequential Damages

 TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT FOR END USER’S PAYMENT OBLIGATIONS UNDER SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.

11.3 Invalidity

The parties expressly agree that if any of the exclusions in Section 11.2 are found to be invalid, illegal or unenforceable by a court of competent jurisdiction, a party’s aggregate liability shall (to the extent permitted by applicable law) be subject to the financial limit set out in Section 11.1.

12. GENERAL

12.1 Publicity

Contentstack may include End-User’s name and logo in customer lists on Contentstack’s website and in marketing collateral. End-User also agrees to: (a) serve as a reference; (b) collaborate on press releases announcing or promoting the relationship; and (c) collaborate on case studies or other marketing collateral.

12.2 Governing Law

Venue The law that will apply in any dispute or lawsuit arising out of, or in connection with, the Agreement shall depend on End-User’s region as detailed below. Furthermore, the parties hereby irrevocably consent to the personal and exclusive jurisdiction as set detailed below. Neither the Uniform Computer Information Transactions Act nor the UN Convention on Contracts for the International Sale of Goods will apply to this Agreement or the DPA. The substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred. No action may be brought by End-User for any breach arising out of, or in connection with, the Agreement and DPA more than one (1) year after the accrual of such cause of action.

12.3 Assignment

Neither party may assign this Agreement, by operation of law or otherwise, in whole or in part, without the other party’s prior written consent (which will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either party may assign this Agreement, 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 Contentstack to modify the terms of this Agreement in whole or in part. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and be enforceable by and against the parties and their respective successors and permitted assigns. Contentstack may assign, subcontract or delegate the performance of Software and/or Services to third parties (including as set out in the DPA) without End-User’s prior written consent but will remain liable to End-User for the delivery of those Services. End-User consents to Contentstack’s use of third party contractors and individuals contracted through such third party contractors to provide the Software and/or Services. Any assignment not in conformity with this Section 12.3 shall be null and void.

12.4 Notices

All communications shall be sent to the Authorized Reseller. Contentstack shall not be liable for Authorized Reseller's delay or failure to send notices. 

12.5 Force Majeure

Except for any payments due hereunder, neither party shall be responsible for delay, suspension or failure in performance caused by any act, event, omission or accident beyond its reasonable control, including strikes, lock-outs or other industrial disputes (other than one involving Contentstack's employees), ISP failure or delay, denial of service attacks, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic or epidemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (each, a “Force Majeure Event”), nor shall any such delay or failure be considered a breach of this Agreement.

12.6 Compliance with Law

The Software is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. With respect to Software licensed to End-User hereunder, End-User agrees to comply fully with all laws and regulations of the U.S. and other countries to assure that neither the Software, nor any direct products thereof are: (a) exported, directly or indirectly, in violation of such laws, either to any countries that are subject to U.S. embargo or export restrictions or to any end user who is prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government; or (b) intended to be used for any purpose prohibited by such laws, including nuclear, chemical or biological weapons proliferation. Further, End-User agrees to comply with all applicable anti-bribery and anti-corruption laws in all business related to this Agreement, including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act, if applicable.

12.7 US Government Restrictions

End-User acknowledges that the Software consists of “commercial computer software” and “commercial computer software documentation” as such terms are defined in the Code of Federal Regulations. No government procurement regulations or contract clauses or provisions shall be deemed a part of any transaction between the parties unless its inclusion is required by law, or mutually agreed in writing by the parties in connection with a specific transaction. Use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the terms of this Agreement.

12.8 General

No modification or waiver of any provision of this Agreement shall be binding upon a party unless made in writing and signed by both parties. No modification of this Agreement or any term or condition therein shall result due to either party’s acknowledgment or acceptance of the other party’s forms (e.g., purchase orders, statements of work, acknowledgment forms, etc.) containing different or additional terms and conditions unless expressly and specifically accepted and executed by both parties by means of a writing which expressly references this Section 12.8. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights. In performing their respective duties under this Agreement, the parties will operate as independent contractors and neither party is the legal representative, agent, joint venturer or employee of the other party for any purpose whatsoever. The headings of the Sections of this Agreement are for convenience only and shall not be of any effect in construing the meaning of the Sections. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of (as applicable) this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement, and any attachments, exhibits and schedules attached or referenced herein constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements and communications between the parties with respect to such subject matter. Unless as expressly provided herein, a person or entity who is not a party to this Agreement (or a permitted successor or assign to this Agreement) shall have no right under this Agreement to enforce any of its terms. The parties expressly agree that any terms or conditions stated in End-User’s purchase order or in any other End-User order documentation are void. In the event of conflict between the terms of this Agreement and agreements between Authorized-Reseller and End-User, the terms of this Agreement shall prevail but only with respect to the subject matter of the Agreement. The words including, include, in particular, for example and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.