End-User License Agreement - Proprietary Contentful Developer Apps

This End-User License Agreement is a legally binding agreement and it is a “EULA” between you and Contentful in the meaning of the Contentful Marketplace Customer Terms of Service available at https://www.contentful.com/legal/marketplace-terms/marketplace-terms-for-customers/ (“MCTOS”). Capitalized terms used in this EULA and not defined herein have the meaning set out in the MCTOS.

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

If you agree to this EULA on behalf of your company, you represent that you are authorized to accept this EULA 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 EULA is between Contentful (“we” or “us”) and “you” (“your” or “Customer”) the person or entity entering into this EULA. If you are domiciled outside of North America or have an MSA with Contentful GmbH, Contentful in this EULA refers to Contentful GmbH. If you are domiciled in North America or have an MSA with Contentful Inc., Contentful in this EULA refers to Contentful Inc. See section “Notices” in the MCTOS for Contentful contact details.

Applicability of this EULA; Changes

This EULA applies to the The Contentful Developer App that this EULA is attached or linked to for example in the Contentful Marketplace available at https://www.contentful.com/marketplace/ This EULA does not apply to Contentful Developer Apps (or parts of them) that Contentful explicitly makes available under different terms, such as open source software licenses. The Contentful Developer App is exclusively subject to this EULA and not to the MSA or any other agreements between you and Contentful, except that THE MCTOS CONTINUES TO APPLY TO YOU FOR AS LONG AS YOU USE THE CONTENTFUL DEVELOPER APP AND INCLUDES PROVISIONS APPLICABLE TO YOUR USE OF THE THE CONTENTFUL DEVELOPER APP. Contentful may change this EULA by posting a revised version of it from time to time. Please check this EULA periodically for changes. If 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 Developer App after the changes become effective constitutes your binding acceptance of such changes.

License Terms

The Contentful Developer App is licensed (not sold) to you by Contentful only under the terms of this EULA. Contentful reserves all rights not expressly granted herein and retains ownership of all right, title and interest in and to the Contentful Developer App. Provided that you have a subscription to Contentful Services in good standing and you have agreed to the MCTOS, Contentful hereby grants to you the following rights to the Contentful Developer App subject to your compliance with this EULA and the MCTOS: You may download and install (as applicable) the Contentful Developer App and use it in connection with your subscription to Contentful Services. Other users that are authorized under the MSA to use Contentful Services are allowed to use the Contentful Developer App in the same manner as you. You are responsible for all such licensees’ compliance with this EULA. It is prohibited to rent, lease, lend, redistribute or sublicense the Contentful Developer App or to use it in connection with other services, except as explicitly allowed in the description of the Contentful Developer App or enabled via an integration established by the Contentful Developer App itself. Any rights granted to you herein are subject to your compliance with the Contentful Acceptable Use Policy available via https://www.contentful.com/legal/ which is hereby incorporated to this EULA.

It is your responsibility to ensure that you use the latest version of the Contentful Developer App which Contentful may make available at its discretion.

Term and Termination

This EULA commences on the date you accept it and continues for as long as you make any use of the Contentful Developer App or until terminated in accordance with the terms herein. You may terminate this EULA at any time by providing a written notice to us or by ceasing use of the Contentful Developer App. We may terminate this EULA 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 EULA immediately if you breach this EULA. 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 EULA (i) after expiration of a notice of 5 days if the other party is in breach of this EULA 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. Upon termination you will cease using the Contentful Developer App and you will delete or destroy all copies of it in your possession.

Warranties; Disclaimers

CONTENTFUL HAS NO LIABILITY FOR ANY THIRD-PARTY DEVELOPER SERVICES POSSIBLY INTEGRATED WITH OR OFFERED VIA THE THE CONTENTFUL DEVELOPER APP. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, THE CONTENTFUL DEVELOPER APP IS LICENSED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND YOU BEAR ALL RISK OF USING IT. CONTENTFUL GIVES NO EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS IN RELATION TO THE CONTENTFUL DEVELOPER APP, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CONTENTFUL DOES NOT REPRESENT OR WARRANT THAT THE CONTENTFUL DEVELOPER APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. AT ANY TIME, CONTENTFUL MAY CEASE SUPPORTING AND/OR MAKING THE CONTENTFUL DEVELOPER APP AVAILABLE. 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.

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 EULA, SHALL NOT EXCEED THE HIGHER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE FEES PAID BY YOU TO US FOR THE CONTENTFUL DEVELOPER APP 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 THIS EULA 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 THE CONTENTFUL DEVELOPER APP IS TO STOP USING IT. 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.

General

The “General” provisions of the MCTOS apply to this EULA and are hereby incorporated in this EULA.