Effective as of February 24, 2020

Contentful Marketplace Developer Terms of Service

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

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 “Developer” refer to your company. In each case, when interacting with Contentful, you must ensure that you give us your correct and accurate information and keep such information up to date.

This Agreement is between Contentful (“we” or “us”) and “you” (“your” or “Customer”) the person or entity entering into this Agreement. If you are domiciled outside of North America or have an MSA with Contentful GmbH, Contentful in this Agreement refers to Contentful GmbH. If you are domiciled in North America or have an MSA with Contentful Inc., Contentful in this Agreement refers to Contentful Inc. See section “Notices” below for Contentful contact details.

Contentful may change this Agreement by posting a revised version of this Agreement from time to time. Please check this Agreement periodically for changes. In the event that such modifications materially alter your rights or obligations, Contentful will use commercially reasonable efforts to notify you of the change, such as through the use of a pop-up window in the Contentful Marketplace, or by sending an email to the address you have provided in your account details. Your continued use of the Contentful Resources 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 Contentful Privacy Policy (available via contentful.com/legal), the Documentation and any documents and materials referenced in any of the foregoing.

“Approval” means Contentful’s approval to make a specific Developer App available to Customers.

“Contentful App Framework” means any resources made available by Contentful to Developers for purposes of building Developer Apps, including any services, code, APIs, SDKs or Documentation.

“Contentful Marketplace” means an online directory offered by Contentful to Developers and Customers to offer and acquire Developer Apps, available at https://www.contentful.com/marketplace/.

“Contentful” means (i) Contentful GmbH if you have an MSA with Contentful GmbH or you are domiciled outside of North America, and (ii) Contentful Inc. if you have an MSA with Contentful Inc. or you are domiciled in North America.

“Contentful Resources” means any or all of the following, or any part thereof, as applicable: (i) the Contentful App Framework, (ii) the Contentful Marketplace, (iii) the Documentation, and (iv) any access tokens or credentials issued in the Contentful Services or otherwise by Contentful.

“Contentful Services” means the Contentful 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 Contentful Services) and Contentful 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 Contentful Services as well as any personal data accessible via a Developer App or otherwise in connection with Contentful Services or obtained from the Customer.

“Customer” means an end user of the Contentful 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 Contentful Services, including between Contentful Services and Developer Services, if any, as further described in the Contentful Marketplace and in the EULA and related documentation made available by the Developer, in either case, that is made available by a Developer to Customers in accordance with this Agreement. “Contentful Developer App” means a Developer App made available by Contentful, as indicated in the applicable Contentful Developer App description in the Contentful Marketplace, as well as Contentful webhook templates.

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

“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.

“Master Subscription Agreement” or “MSA” means the agreement under which you have subscribed to the Contentful Services. The MSA may be between you and Contentful or you and an authorized Contentful partner.

Overview

Contentful Marketplace is an online directory for Developer Apps. Subject to Approval, Developer Apps can be made available to Customers via the Contentful Marketplace. Developer Apps may also be offered via Developer’s own resources (such as a landing page on a Developer website) deep linking to the Contentful Web App.

Contentful App Framework is made available by Contentful to Developers for them to build Developer Apps that interoperate with Contentful Services and with Developer Services, if any.

Use of the Developer Apps is subject to a EULA between Developer and Customer and not this Agreement or the MSA. The Developer Services are also subject to a 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 Contentful Marketplace and Contentful App Framework are subject to this Agreement and not the MSA.

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

Contentful Marketplace and Contentful App Framework

Subject to this Agreement, we provide Contentful Resources to you. Access to and use of Contentful Resources are subject to you having an existing account in good standing in Contentful Services, and (ii) an account in GitHub to access public repositories, if any.

You are responsible for all use of Contentful Resources in connection with your account. You will use commercially reasonable efforts to prevent unauthorized access to or use of Contentful Resources and your accounts.

Changes, Usage Limits and Charges

Contentful Resources are subject to change. Contentful will not be liable for any impact that changes may have on Developer Apps or use of Developer Apps, Developer Services, Customer Applications or your use of Contentful Resources or Contentful Services.

Currently we offer Contentful Resources and Contentful Developer Apps free of charge. We reserve the right to charge for Contentful Resources and Contentful Developer Apps (or parts of them) in the future and will provide you with a reasonable notice before introducing any charges. 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 Contentful Services under your MSA: a Developer App may be counted as a “user” in Contentful Services and the API calls generated and the bandwidth used by the Developer App will count towards your use.

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

Developer Apps and Developer Services

Approval and General Requirements for Developer Apps and Developer Services

Before Developer Apps are made available or in any way access Customer Data, Applications must obtain Approval. Contentful may grant or withhold Approval (or may grant Approval subject to conditions) in its sole discretion. The Documentation will describe in more detail how a Developer App can be submitted for Approval. Approval is not an endorsement or assumption of liability for Developer Apps.

Following initial Approval, Contentful reserves the right to inspect Developer Apps any time with or without notice. Contentful may withdraw an Approval at any time, with or without notice, and for any reason or may make a previously granted Approval subject to conditions. Developer will support Contentful in such inspections upon Contentful’s reasonable request, including by providing access to Developer Apps and to Developer’s security and other applicable policies and any additional information reasonably requested by Contentful relating to Developer Apps or Developer Services, if any.

Withdrawing an Approval means that Contentful will remove such Developer App from the Marketplace and disable (and you must disable) any integration of such Developer App with any Contentful Services. Contentful will have no liability to you for such withdrawal or any consequences from such withdrawal.

Developer Apps that only connect to Developer’s own account in the Contentful Services are not subject to Approval but use of such private Developer Apps is nevertheless subject to your and such Developer Apps’ compliance with this Agreement.

Access Credential and Tokens

To use any of the Contentful Resources you will need a subscription in good standing to the Contentful Services. As part of that subscription you will have user access credentials to the Contentful Services. User access credentials are required for building a Developer App, to submit a Developer App for Approval and to use a Developer App.

Currently Developer Apps use the Contentful UI Extensions SDK to access Contentful’s APIs. The Contentful UI Extensions SDK is only available to a Developer App while a user is logged in to the Contentful Web App. The Contentful UI Extensions SDK exposes certain API endpoints to the Developer App which reflect a subset of the permissions of the logged-in user. This means that the access level of a Developer App always depends on the access of the logged-in user using the Developer App.

Contentful may issue separate app tokens enabling Developer Apps to act against Contentful’s APIs without a logged-in user in the Contentful Web App. Such app tokens are described in more detail in the Documentation.

Listing of Developer Apps

Subject to Approval and Developer’s compliance with this Agreement, Contentful may (but does not have the obligation to) list and keep listed Developer Apps in the Contentful Marketplace. Developer grants Contentful the rights and licenses set out in section “Rights, Licenses and Ownership” for these purposes.

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

Developer has the right to list its own Approved Developer Apps on its own website by deep linking to the Contentful Web App. Developer’s use of Contentful’s name and logos in such context must be in accordance with section “Rights, Licenses and Ownership” below.

Rights, Licenses and Ownership

Rights and Licenses to Use Contentful Resources

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

To the extent that any parts of the Contentful Resources are accompanied with any specific terms (such as open source software terms), such terms shall govern such portion(s) of the Contentful 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 EULA between the Customer and the Developer. Such rights and licenses are not subject to this Agreement or the MSA, and Contentful is not a party to any such EULA (except for Contentful Developer Apps).

Rights and Licenses Granted to Contentful

Developer Apps, Developer Services and Related Materials

The below rights and licenses are limited to the extent reasonably necessary for us to provide the Contentful Marketplace and Contentful App Framework, listing your Developer Apps, including hosting your Developer Apps (to the extent and for as long as we offer to host your Developer Apps), and enabling the connection and interaction between the Contentful Services, Developer Apps and Developer Services.

As a Developer you authorize us, and grant the rights and licenses to us, to:

  • host, copy, transmit, display, publicly perform and adapt your Developer Apps and any related code and materials provided to us in the context of the Contentful Marketplace and Contentful App Framework;
  • test and demonstrate Developer Apps and Developer Services, if any, to Customers and prospects,
  • use and reference Developer Apps in our marketing of the Contentful Resources and Contentful Services, including the rights and licenses to market, sell, distribute and export such Developer Apps; and
  • permit Customers to access, install, purchase and (if applicable) download such Developer Apps in connection with the Contentful Services.

To the extent necessary for the foregoing purposes, upon request you will provide us 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 us such a license or an account or access.

Contentful has the right to use any materials related to the Developer Apps and Developer Services made available by the Developer to Contentful. This includes, for example, the 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 Contentful above include a non-exclusive, worldwide, fully paid-up and royalty-free license to all applicable intellectual property and related rights.

Feedback

Contentful 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 Contentful products and services). Such Feedback will not include any Customer Data.

Your Name and Marks

You grant to Contentful a non-exclusive, worldwide, fully paid-up, royalty-free license to, and Contentful may use and refer to, your name, logos, trademarks and the Developer App and the Developer Services in Contentful’s marketing materials and website and in connection with marketing Contentful products and services, including the Contentful Marketplace. Contentful’s use of such items inure solely to your benefit. Contentful 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.

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) Contentful retains exclusive ownership of the Contentful Resources and Contentful Developer Apps, and (iii) each party retains exclusive ownership of its names, logos, brand and other such marks.

Warranties, Indemnities and Liabilities

Disclaimer of Representations, Warranties and Guarantees

Warranty Disclaimer. YOU EXPRESSLY AGREE THAT THE USE OF THE CONTENTFUL RESOURCES IS AT YOUR SOLE RISK. THE CONTENTFUL RESOURCES AND ANY DATA OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONTENTFUL RESOURCES ARE PROVIDED BY CONTENTFUL ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CONTENTFUL 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. CONTENTFUL AND ITS AFFILIATES DO NOT WARRANT THAT THE CONTENTFUL RESOURCES OR INFORMATION OFFERED ON OR THROUGH THE CONTENTFUL 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. CONTENTFUL 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 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 us are true, accurate and complete at the time of disclosure and will be maintained as such.

Indemnification

To the maximum extent not prohibited by applicable law, you will defend Contentful and Contentful affiliates, employees, directors, shareholders and agents and those of its affiliates (each an “Indemnified Party”), against any claim, demand, suit 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 Contentful Resources, and (b) any violation or alleged violation of any third-party rights, including intellectual property rights, right of privacy or publicity (each, a “Claim”). You will indemnify 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) a 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

  • CONTENTFUL’S (TOGETHER WITH ALL INDEMNIFIED PARTIES) MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED THE HIGHER OF ONE HUNDRED U.S. DOLLARS (\$100) OR THE FEES PAID BY YOU TO US FOR THE CONTENTFUL RESOURCES IN THE 12-MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO LIABILITY;
  • CONTENTFUL (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 CONTENTFUL RESOURCES IS TO STOP USING THE APPLICABLE CONTENTFUL 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 CONTENTFUL 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, Contentful’s liability is limited and excluded to the greatest extent allowed by such applicable law.

Digital Millennium Copyright Act 

It is Contentful’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 Contentful Marketplace infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing Contentful's Designated Copyright Agent with the following information in writing:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Contentful Marketplace are covered by a single notification, a representative list of such works on the Contentful Marketplace;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Contentful to locate the material;
  • Information reasonably sufficient to permit Contentful to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contentful’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent at Contentful Inc. 101 Montgomery Street, Suite 1900,

San Francisco, CA 94104. U.S.A. or legal@contentful.com. For clarity, only DMCA notices should go to the Contentful Designated Copyright Agent. Any other feedback, comments, or other communications should be directed to support@contentful.com. Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Privacy and Security

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

Privacy and security of the Developer Apps and Developer Services is the sole responsibility of the Developer (or the applicable provider of Third-Party Developer Services) and the Developer must process personal data in accordance with applicable law, including obtaining any consents needed for such processing.

As a Developer you will use industry best-practice information security systems to protect the confidentiality, integrity, availability and privacy or Customer Data, any access credentials and tokens, the Contentful Services, and the Contentful Resources. You will promptly report to Contentful and Customers, as applicable, any known or suspected security or data breach involving any of Customer Data, access credentials and tokens, or Contentful Services or the Contentful Resources. In the event of any security or data breach you will promptly remediate such breach and provide all reasonable assistance requested by Contentful 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 Contentful.

Personal data in connection with the Contentful Marketplace and Contentful Developer Apps is processed by Contentful in accordance with the Contentful privacy policy available via contentful.com/legal. Contentful Developer Apps may be subject to additional terms that will be made available in the Contentful Marketplace in conjunction with such Contentful Developer Apps.

Publicity

Without prior written permission from Contentful, you may not state or represent that you are in any way affiliated with Contentful. However, you may use the Contentful name and logos as provided by Contentful to you to advertise your Developer Apps. Any press releases made by you and referencing the Contentful Marketplace or using the Contentful name or logos is subject to prior approval by Contentful. To seek approval, please reach out to support@contentful.com. Your use of Contentful's name and logos inure solely to our benefit. You will follow our documented instructions when using our name and logos.

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 Contentful Resources or until terminated in accordance with the terms herein.

You may terminate this Agreement at any time by providing a written notice to us or by ceasing use of the Contentful Resources. We may terminate this Agreement at any time on 15 days’ notice to you with or without reason. Such notice from Contentful may be given via any reasonably documented means such as posting in your Contentful Services account. We may terminate this Agreement immediately if you breach this Agreement. In such a case we will notify you at the time of termination or immediately following termination if we reasonably cannot notify in advance, for example if we must terminate in case of a breach or a suspected breach that could jeopardize the security or legality of Contentful, Customer or Developer or third-party service provider’s operations.

Without prejudice to the foregoing, either party may terminate this Agreement (i) after expiration of a notice of 5 days if the other party is in breach of this Agreement and such breach cannot be cured within the 5 days, (ii) subject to applicable law, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

If we terminate this Agreement without cause, we will refund pre-payments, if any, you have made but not used for any of the Contentful Resources.

Without limiting Contentful’s termination or other rights, Contentful has the right at its discretion to suspend, limit or throttle access to and availability (“Suspension”) of any Contentful Resources and Developer Apps, 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) tocomply with or investigate a privacy, intellectual property rights (such as copyright ”notice and take down”) or other third-party rights-related request, (d) if Contentful reasonably believes that your continued access or use could adversely impact the performance or operation of the Contentful Resources or Contentful Services or any Customer, Developer or Developer Services, or (e) to address violations of this Agreement. Contentful will use reasonable efforts to notify you prior to Suspension.

Effects of Termination

Upon termination you must cease all use of Contentful Resources and you will disable all integrations of Developer Apps with Contentful Services, and you must return or delete, as applicable and as may be requested by Contentful, all Contentful 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”.

General

Governing Law

This Agreement is governed by the internal laws of

  • the Federal Republic of Germany if you have an MSA with Contentful GmbH, or you are domiciled outside of North America.
  • the State of Delaware, U.S.A. if you have an MSA with Contentful Inc., or you are domiciled in North America.

If German law applies, 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 Berlin, Germany. If Delaware law applies, 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 State of Delaware, U.S.A.

In each case, provisions relating to choice or conflict of laws among different jurisdictions or the United Nations Convention on Contracts for the International Sale of Goods do not apply.

The foregoing does not limit or exclude any rights afforded by mandatory applicable law to you as a consumer.

Notices

All notices to Contentful related to this Agreement must be in writing and sent to the applicable address below to the Contentful entity that is your contracting party (see definition of "Contentful" in the Definitions section). A notice will be effective upon: (a) personal delivery, or (b) the third business day after mailing. A copy of each notice must be sent by email to legal@contentful.com which copy will not constitute notice. We may give notices to you in any reasonably documented means, including by posting within your Contentful Services account or via a customer support tool or by email or regular mail to the address you have provided to us.

Contentful GmbH, Ritterstr. 12-14, 10969 Berlin, Germany

Contentful Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104. U.S.A.

Compliance with Laws

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

Export

The Contentful 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. You agree to comply with all such laws and regulations as they relate to access to and use of the Contentful Resources and such other components by you. You shall not access or use the Contentful Resources if you are located in any jurisdiction in which the provision of the Contentful Resources or other software or components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Contentful Resources software or components to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any U.S. government or other governments’ list of persons or entities prohibited from receiving U.S. or such other exports, or transacting with any U.S. person or person from such other jurisdiction, (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction, (c) you shall not permit other users to access or use the Contentful Resources, software or components in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (d) you shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

Miscellaneous Provisions

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 best to accomplish the objectives of the original provision to the fullest extent not prohibited by law. Failing such interpretation, the provisions shall be deemed null and void. The remaining provisions of this Agreement will remain in effect.

You may not assign any of your rights or obligations under this Agreement. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement or, in the case of a corporate transaction, the entire Agreement.

No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right.

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 us relating to its subject matter, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, relating to that subject matter.

We will not be responsible for any failure to fulfill obligations due to reasons beyond our reasonable control.

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed (including electronically) by the party against whom the modification, amendment or waiver is to be asserted.

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