Contentful AI Terms of Service

Thank you for using the Contentful AI Functionality (as defined below). Before reading these Contentful AI Terms of Service (these “Terms”), we strongly encourage you to read the FAQ related to the AI-powered functionality in the Contentful Services and located at Contentful AI functionality. The FAQ is for informational purposes only and will not be incorporated into or become part of your Terms with Contentful.

To be eligible to enable and use the Contentful AI Functionality, you must indicate that you have read and understood the Terms and that you are authorized to accept them on behalf of your organization, by selecting the checkbox and clicking “Confirm” on the “Accept AI Terms of Service to enable Contentful AI functionality” pop-up, or via any other mechanism that we provide from time to time. Please review these Terms carefully. By accepting these Terms and using the Contentful AI Functionality, you agree to be legally bound by these terms and conditions with the Contentful entity indicated below (“Contentful”) and represent to Contentful that you have the authority to enter into these Terms. If you do not agree to be bound by these Terms, you should not click the “Confirm” button and you should not enable and use the Contentful AI Functionality.

In these Terms, “you,” “your” and “Customer” will refer to you (and your Affiliates, as applicable) as the end user of the Contentful AI Functionality. However, if you are registering for a Contentful account or using the Contentful AI Functionality on behalf of an entity or other organization that is the end user of the Contentful AI Functionality, then you are agreeing to these Terms for that entity or organization and representing to Contentful that you have the authority to bind such entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization).

“Contentful” in these Terms is defined as the applicable Contentful entity that is the party to your underlying agreement for the Contentful Services.

Except as expressly provided in these Terms, all of the terms and provisions of your underlying Contentful agreement shall remain unmodified by these Terms and will remain in full force and effect. In the event of any inconsistency between these Terms and your underlying agreement, these Terms shall prevail.

IMPORTANT NOTES:

UNLESS OTHERWISE EXPLICITLY STATED HEREIN, YOUR USE OF THE CONTENTFUL SERVICES IS GOVERNED BY THE TERMS OF SERVICE OR SUCH OTHER UNDERLYING AGREEMENT THAT YOU HAVE IN EFFECT WITH CONTENTFUL FOR THE USE OF THE CONTENTFUL SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTENTFUL DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE CONTENTFUL AI FUNCTIONALITY, AND THESE TERMS LIMIT CONTENTFUL’S LIABILITY TO YOU.
THE CONTENTFUL AI FUNCTIONALITY ARE ALSO GOVERNED BY ANY DATA PROCESSING ADDENDUM (OR SUBSTANTIALLY SIMILAR AGREEMENT) THAT YOU HAVE IN EFFECT WITH CONTENTFUL FOR THE USE OF THE CONTENTFUL SERVICES. BY ACCEPTING THESE TERMS AND USING THE CONTENTFUL AI FUNCTIONALITY, YOU CONSENT TO OPENAI, LLC AS A SUB-PROCESSOR TO PROVIDE THE CONTENTFUL AI FUNCTIONALITY.

1. Certain Definitions

The following definitions, when used herein will have the meanings ascribed for the purpose of these Terms:

“Contentful AI Functionality” means an API integration of third party-owned generative artificial intelligence functionality (i.e., powered by a Contentful sub-processor) that is included in the Contentful Services and enabled by you for use (e.g., the Contentful AI Content Type Generator, etc.).

“Contentful Services” means the SaaS-based content management and publication services, programs, functions, and platform provided by Contentful to you (including the Contentful APIs, Documentation, and technical support that may be made available by Contentful to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by Contentful.

“Customer AI Content” means (a) any input you provide to be processed through the Contentful AI Functionality and (b) any received output generated and returned by the Contentful AI Functionality based on your input. Customer AI Content is a subset of Customer Content as defined in your underlying agreement for the Contentful Services.

Any capitalized terms not defined in these Terms will have the meanings attributed to them in the underlying Contentful agreement, if applicable.

2. Changes

2.1

These Terms. Contentful may revise these Terms from time to time if technical, economic, or legal conditions change. If Contentful does revise these Terms, the revised Terms will supersede prior versions. Unless Contentful says otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. Contentful will provide you advance notice of any material revisions and grant you a four-week right to object. This notice will be provided via the Contentful Subscription Services web portal, the website, and/or via an email to the email address Contentful has on file. For other revisions, Contentful will update the effective date of these Terms at the top of the page. Contentful encourages you to check the effective date of these Terms whenever you visit Contentful’s website or account portal. Your continued access or use of the Contentful AI Functionality constitutes your acceptance of any revisions. If you object to the changes, then you can disable the use of the Contentful AI Functionality.

2.2

Contentful AI Functionality. You acknowledge that Contentful may change, deprecate or republish the Contentful AI Functionality for any Contentful Services or feature of the Contentful Services from time to time and will provide notice of such changes to you via the Contentful Services web portal or the website.

3. Use of the Contentful AI Functionality

3.1

Provision of Contentful AI Functionality. Subject to the terms and conditions herein, including compliance with the policies and terms of use set forth below (the “License Restrictions”), Contentful will use commercially reasonable efforts to make the Contentful AI Functionality available to you pursuant to these Terms, and hereby grants you a non-exclusive, revocable right to access and use the Contentful AI Functionality in connection with the Contentful Services. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Customer clients.

3.2

License Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”) and you agree that you will comply with and not violate or allow any other party to violate, the following third-party safety and usage policies (as may be updated from time to time):

OpenAI safety and usage policies, including but not limited to the prohibited activities listed in the section titled “Disallowed usage of our models” (e.g., gambling, multilevel marketing, adult content, dating apps, political campaigning or lobbying), the applicable terms within the OpenAI sharing and publication policy and Content Policy, as well as other enumerated requirements for certain uses.

4. Proprietary Rights and Third Party Claims

4.1

Ownership Rights. As between the parties, Contentful or its third-party licensor exclusively owns all right, title, and interest in and to the Contentful AI Functionality. Except for the express rights granted hereunder, Contentful and its third-party licensors reserve all rights, title, and interests in and to the Contentful AI Functionality.

4.2

Customer AI Content. As between the third-party licensor, Contentful and you and to the extent permitted by law, you own all your Customer AI Content. However, you understand and acknowledge that the Contentful AI Functionality may produce similar responses to similar prompts by other Contentful customers and/or third parties using similar generative AI functionality and your rights in the content of such responses may not be enforceable. Contentful will only use your Customer AI Content as necessary to provide the Contentful Services and the third-party licensor will only use your Customer AI Content to provide and maintain the Contentful AI Functionality, comply with applicable law, and enforce OpenAI policies relating to safety and compliance, in accordance with its usage policies and published documentation.

4.3

Third Party Claims. You will not use the Contentful AI Functionality in a manner that infringes or misappropriates any third party’s valid intellectual property right and you are responsible for any third party claims regarding your use of the Contentful AI Functionality in compliance with applicable laws and third party terms (e.g., the License Restrictions listed in section 3.2 above), including but not limited to intellectual property and data protection laws.

5. Disclaimers

5.1

DISCLAIMER. THE CONTENTFUL AI FUNCTIONALITY ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CONTENTFUL HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE CONTENTFUL AI FUNCTIONALITY. WITHOUT LIMITING THE FOREGOING, CONTENTFUL DOES NOT WARRANT THAT THE CONTENTFUL AI FUNCTIONALITY WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL AS DEFINED IN THE SERVICE LEVEL AGREEMENT, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

6. Term, Termination, and Suspension

6.1

Term. The term of these Terms will commence on the date these Terms are accepted by you and continue until you disable the Contentful AI Functionality or your account is terminated as set forth below.

6.2

Termination and Suspension. You may disable your use of the Contentful AI Functionality at any time through the account management tools made available through the Contentful Services. Contentful may disable, terminate or suspend your use of the Contentful AI Functionality in the event you commit any material breach of any provision of these Terms (including the third-party safety and usage policies) and fail to fix that breach (if capable of remedy) within five (5) business days after written notice of that breach.

6.3

Survival. Upon termination of these Terms, all rights and obligations set forth herein will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights, disclaimers, and termination.

v05-07-2023