Effective as of February 24, 2020

Contentful Marketplace Customer Terms of Service

BY (A) CLICKING A BOX INDICATING ACCEPTANCE, (B) ACCESSING, DOWNLOADING OR USING (ANY PART OF) THE “CONTENTFUL RESOURCES” OR A “DEVELOPER APP” (BOTH 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 “Customer” 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 Marketplace or a Developer App after the changes become effective constitutes your binding acceptance of such changes.

Definitions

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

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

“Contentful Marketplace” means an online directory offered by Contentful to Developers and Customers to offer and acquire Developer Apps currently available at https://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 the context requires: (i) the Contentful Marketplace, (ii) the Documentation, and (iii) 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” or “you” or “your” means the person or entity entering into this Agreement.

“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, and 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” means a person or an entity offering Developer Apps.

“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. Developer Services made available via a Developer App that are not offered by the Developer but a third-party are “Third-Party Developer Services”.

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

“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.

“we” (“us”, “our”) means Contentful

Contentful Marketplace

Contentful Marketplace is an online directory of Developer Apps made available to Customer. 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.

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

Contentful Marketplace is 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.

Certain Customer Obligations

You are responsible for obtaining and maintaining any equipment, software and ancillary services needed to use Contentful Resources and Developer Apps, including an internet connection and computer hardware and software with a compatible browser. You will be solely responsible for your failure (and Contentful will have no liability for such failure) to maintain such equipment, software and services, or to use the current version of each of the Contentful Services, Contentful Resources and Developer Apps.

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

You will comply with and acknowledge that the Contentful Acceptable Use Policy, available via https://www.contentful.com/legal, applies to this Agreement. “Contentful Services” in the Acceptable Use Policy will, in the context of this Agreement, refer to the Contentful Resources and Contentful Developer Apps.

Changes, Usage Limits and Charges

Contentful Resources and Contentful Developer Apps are subject to change. Contentful is 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 the Contentful Resources or Contentful Services.

Currently we offer Contentful Resources and Contentful Developer Apps free of charge but 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 reasonable notice beforehand. Such charges, if any, will apply only to future use following a reasonable notice period.

Use of Developer Apps will count towards your use of the Contentful Services under your MSA: a Developer App may be counted as a “user” in the Contentful Services and the API calls generated and the bandwidth used by the Developer App will count towards your use.

Use of Developer Apps and Developer Services

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

You acknowledge and agree that, despite Contentful’s approval of a Developer App, Contentful neither controls nor endorses, nor is Contentful responsible for, any such Developer Apps or Developer Services in any way, except for Contentful Developer Apps in accordance with the applicable Contentful EULA. The availability of any third-party Developer Apps or Developer Services through the Contentful Resources or in connection with the Contentful Services does not imply Contentful’s endorsement of, or affiliation with, any Developer or their offerings.

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

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

You acknowledge and agree that (i) you must use your own discretion when you access or deploy Developer Apps and access Developer Services, (ii) you should read the EULA and privacy policies associated with any Developer Apps and Developer Services as they will govern your use of the same, and (iii) Contentful does not own or control any of these Developers or the Developer Apps or and Developer Services, and (iv) you will not hold Contentful responsible or liable for any such Developer Apps and Developer Services or acts or omissions of Developers, under any circumstances.

CONTENTFUL DOES NOT IN ANY WAY WARRANT THE ACCURACY, RELIABILITY, SECURITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT, OR QUALITY OF ANY DEVELOPER APPS OR DEVELOPER SERVICES (INCLUDING WITHOUT LIMITATION THE CONTENT CONTAINED THEREIN), EVEN IF A DEVELOPER APP AND DEVELOPER SERVICES COMPLY WITH THE CONTENTFUL MARKETPLACE GUIDELINES. YOU AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON DEVELOPER APPS AND DEVELOPER SERVICES. IF YOU HAVE ANY QUESTIONS ABOUT DEVELOPER APPS OR DEVELOPER SERVICES OR THE TERMS THAT GOVERN THE USE OF THE SAME, YOU SHOULD CONTACT THE DEVELOPER DIRECTLY.

Please refer to the Developer and any documentation accompanying the Developer App to find out how the Developer App or Developer Services interact with your Customer Data and your organization and spaces in the Contentful Services or your account in the Developer Services. A Developer App may integrate with Developer Services and connect your Contentful Services account to such Developer Services (including enabling data flows between them) as described in this Agreement and any accompanying documentation or install guides (which may be in the form of a pop-up window when installing the Developer App). You acknowledge and agree that Developer Apps and any such integrations are made available for convenience and at Contentful’s discretion. Any information that Developer collects, stores and processes from you or the systems you use to access or deploy the Developer App will be subject to the EULA, privacy notice, or similar terms that Developer provides to you, and will not be subject to any agreements between you and Contentful or the Contentful Privacy Policy.

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

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

Developer Apps may be or may become subject to fees. Contentful will inform you of such fees reasonably in advance.

A Developer (or a provider of Third-Party Developer Services) may require a Customer to have credentials to Developer Services to enable the Developer App to connect to such Developer Services.

Contentful has no obligation to monitor Developer Apps or Developer Services but Contentful may do so. Contentful may block or disable (in whole or part) access to any Developer Apps or Developer Services or Customer Data at any time.

YOUR RELATIONSHIP WITH THE DEVELOPER, DEVELOPER APPS AND DEVELOPER SERVICES, AND YOUR USE THEREOF, AND THE DEVELOPER’S ACCESS TO YOUR CUSTOMER DATA AND YOUR ORGANIZATION AND SPACES IN THE CONTENTFUL SERVICES AS WELL AS YOUR ACCOUNT IN ANY DEVELOPER SERVICES ARE AT YOUR OWN RISK AND SOLELY GOVERNED BY THE APPLICABLE EULA.

CUSTOMER REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY RELEVANT TERMS AND CONDITIONS OF SUCH DEVELOPER SERVICES, INCLUDING ACCESSING (AND ALLOWING ACCESS) BY DEVELOPER APPS AND CONTENTFUL SERVICES TO SUCH DEVELOPER SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU (NOT CONTENTFUL) ARE RESPONSIBLE FOR THE USE, INCLUDING ANY DATA EXPORTS TO OR FROM, THE DEVELOPER SERVICES.

Use of Contentful Developer Apps

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

The Contentful Developer Apps may be or may become subject to usage limitations such as limits on storage space, number of calls against Contentful APIs, number of Developer Apps you can install. Such limitations will be specified in the Documentation or the Contentful Developer App description available on the Contentful Marketplace.

Contentful does not guarantee that the Contentful Developer App will work properly with the Contentful Services.

Contentful may, but is not obliged to, provide maintenance and support for Contentful Developer Apps.

You acknowledge that the Contentful Privacy Policy available via https://www.contentful.com/legal/ applies to personal data, if any, processed by Contentful in connection with Contentful Developer Apps. Any Customer Content used in connection with the Contentful Developer Apps is processed by Contentful in accordance with the MSA (and a related data processing agreement, if any).

At the earlier of (i) termination of your MSA, (ii) termination of this Agreement, or (iii) termination of your EULA to the applicable Contentful Developer App you must cease all use of the Contentful Developer App in connection with the Contentful Services. This does not limit your rights that apply to any software code in the Contentful Developer Apps that we may have made available and licensed to you under a separate license (such as open source software licenses).

Warranties; Disclaimers

Contentful does not represent, warrant or guarantee that (any part of) the Contentful Resources or the Contentful Developer Apps is or will remain updated, complete, correct or secure, or that access to (any part of) the Contentful Resources or the Contentful Developer Apps will be uninterrupted. The Contentful Resources and the Contentful Developer Apps are provided for convenience and to facilitate the efficient use of the Contentful Services and the ecosystem of third-party products and services used in connection with the Contentful Services.

Contentful has no liability for Developer Apps, Developer Services, or any third-party services possibly integrated with or offered via the Contentful Resources. To the extent Contentful offers any Contentful Developer Apps in its capacity as a Developer, Contentful is liable for its own Contentful Developer Apps and its use of Customer Data in accordance with the applicable Contentful EULA.

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

YOU EXPRESSLY AGREE THAT THE USE OF THE CONTENTFUL RESOURCES AND DEVELOPER APPS IS AT YOUR SOLE RISK. THE CONTENTFUL MARKETPLACE AND ANY DATA OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONTENTFUL MARKETPLACE 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 PURSUANT TO 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 MATERIALS OR INFORMATION OFFERED ON OR THROUGH THE CONTENTFUL MARKETPLACE 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 REPRESENTATION OR WARRANTY 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.

Indemnification

To the maximum extent not prohibited by applicable law, you will defend Contentful and its 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 Developer Apps , (b) any violation of this Agreement or (c) or alleged violation of any third-party rights, including intellectual property rights, right of privacy or publicity (each, a “Claim”). You will indemnify 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 provide you with (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 mandatory 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.

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 Developer Apps in connection with the Contentful Services 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 or Developer Apps in connection with the Contentful Services. We may terminate this Agreement at any time on 15 days’ notice to you with or without a reason. Such notice from Contentful may be given by 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 or Contentful Developer Apps.

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 or Developer Apps in connection with the Contentful Services for any reason, including (a) to address any (actual or perceived) emergency, misuse or security threat, (b) to comply with applicable laws, and to respond to requests or demands of public authorities, (c) to comply with or investigate 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, including use of Developer Apps in connection with the Contentful Services, and you must return or delete, as applicable and as may be requested by Contentful, all Contentful Resources and Contentful Developer Apps (including copies of any part of the same) in your possession. This does not limit your rights that apply to any software code in the Contentful Developer Apps that we may have made available and licensed to you under a separate license (such as open source software licenses).

Surviving Provisions

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

General

Ownership

As between the parties to this Agreement and subject to the rights and licenses expressly granted hereunder or in a EULA for Contentful Developer Apps: (i) Customer retains the exclusive ownership of Customer Data, (ii) Contentful retains exclusive ownership of the Contentful Resources and Contentful Developer Apps and its trademark, names, logos, brand and other such marks.

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.

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, Developer Apps and other software or components provided or made available to you may be subject to U.S. or other export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Contentful Resources, Developer Apps and such other components by you. You shall not access or use the Contentful Resources or Developer Apps or such other components if you are located in any jurisdiction in which the provision of the Contentful Resources or any Developer Apps or other such 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 or Developer Apps or such other 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 or Developer Apps 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.

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.

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.

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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