Terms of Service

This Contentstack Master Agreement for Contentstack Canoe Software Users ("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 entity that creates an account for, or purchases a Plan of, the Software ("Customer"). This Agreement shall become effective upon the date Customer accepts the Agreement online (the "Effective Date"). This Agreement sets forth the terms under which Contentstack will license Software for Customer as each are described and defined herein.

Contentstack may amend this Agreement by posting a revised version of this Agreement from time to time. Customer's continued use of the Software after the changes become effective constitutes Customer's binding acceptance of such changes.

BY CHECKING THE BOX AND CLICKING "CREATE ACCOUNT" OR "SIGN UP WITH GOOGLE", OR BY OTHERWISE ACCESSING OR USING THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER MUST NOT CREATE AN ACCOUNT AND MUST NOT USE THE SOFTWARE. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT THEY ARE AUTHORIZED TO BIND CUSTOMER.

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 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 Customer 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; (iv) independently developed by recipient without having relied on the Confidential Information of the disclosing party or (v) Usage Data.

1.2 Customer Data: all electronic content submitted by or on behalf of Customer into and for use in the Software, including any Personal Data (as defined under Data Protection laws). Customer Data does not include Usage Data.

1.3 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.

1.4 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.

1.5 Fees: the recurring subscription fees for the Plan selected by Customer, fees for add-ons, prompt packs, and top-ups, and any overage charges for Customer's use exceeding the limits of its Plan.

1.6 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.

1.7 Internal Use: use of the Software for Customer's general business use, solely for the benefit of Customer, but does not include use of the Software to provide any software for the benefit of third parties.

1.8 Losses: any losses, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), penalties, judgments, settlement amounts or damages.

1.9 Software: Contentstack Canoe, together with Updates thereto and the Documentation delivered to Customer hereunder.

1.10 Subscription Term: the billing period (monthly or annual) of the Plan selected by Customer during which the applicable licenses are valid, including any Renewal Term.

1.11 Update: a major or minor release of the Software, or a fix or patch thereto, that Contentstack may make generally available to all customers.

1.12 Usage Data: Contentstack's technical logs, account and login data, and data and learnings about Customer's use of the Software. "Usage Data" does not include Customer Data.

1.13 User(s): an individual who is authorized by Customer to use the Software on Customer's behalf and for its benefit, and to whom Customer (or Contentstack at Customer's request) has supplied a user identification and password.

1.14 Plan: the subscription tier of the Software selected by Customer online (for example, Free, Growth, or Enterprise), together with its entitlements, usage limits, and Fees as described on Contentstack's pricing page or in-product at the time of purchase or renewal.

2. Software License and Restrictions

2.1 Software Right to Access and Use. During the applicable Subscription Term, subject to Customer's continued compliance with the terms and conditions of this Agreement, Contentstack grants to Customer 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 ("Permitted Purpose").

2.2 Software Restrictions. Except as expressly set forth in this Agreement, Customer and Users shall not at any time, directly or indirectly, in whole or to any part(s) of the Software: (a) copy, modify or create derivative works based on the Software; (b) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part of the Software; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) intentionally disable, interfere with, or disrupt the integrity or performance of the Software; or (e) access or use the Software in order to build (or assist others in building) a competitive product or service or in any manner beyond the scope of the authorization granted herein. Customer acknowledges that to use the Software, Customer must provide all necessary third party software (e.g., operating system and web browser), and Contentstack is not responsible for providing any such third party software.

2.3 Customer Obligations. Customer 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 Customer Data) and the means by which Customer 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 8; and (f) notify Contentstack promptly of (i) any unauthorized use of, or access to, the Software (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 Customer in connection with information processed, stored or used in the Software (or any part thereof).

2.4 Access Credentials. Customer 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 under such credentials. Customer agrees that User accounts may only be reassigned to a new individual replacing a User who will no longer use the Software.

2.5 Third-Party Integrations. Customer acknowledges that the Software is intended to be used with third party artificial intelligence services and/or large language models that are not provided by Contentstack (each, a "Third-Party Service"). Contentstack is not a party to any agreement with respect to Customer's use or engagement with any such Third-Party Service. Accordingly, Customer acknowledges and agrees that it bears full responsibility and liability for use of any Third-Party Service in accordance with (i) the terms and conditions of the applicable Third-Party Service provider and (ii) any other legal or regulatory requirements. Contentstack will not be responsible or liable to Customer or Third-Party Service (as applicable) for any claims and Losses to Customer or Third-Party Service suffers or incurs arising from Customer's use of any Third-Party Service. Third-Party Service is not considered Contentstack's Software for the purposes of this Agreement.

2.6 AI Output and Visibility Results. Contentstack Canoe generates reports, including visibility, sentiment, ranking, and citation data, by querying third-party AI answer engines ("Results"). Results are automated estimates, may differ between runs and between engines, and depend on Third-Party Services outside Contentstack's control. Contentstack does not guarantee, and shall not be liable for, any particular Result, ranking, or outcome, and Customer is responsible for reviewing Results before relying on or publishing them. Contentstack may add, remove, or change the AI answer engines available in a Plan in accordance with Section 3.4.

3. Fees and Payments

3.1 Fees; Payment. In consideration for the Software licensed by Contentstack under this Agreement, Customer agrees to pay Contentstack the Fees for the Plan and any add-ons Customer selects. Nothing in this Agreement shall limit Customer's payment obligations of the total contract value owed to Contentstack. Fees are: (a) due at the time of purchase and, for recurring Plans, at the start of each billing period; (b) based upon and limited by the entitlements of the Plan purchased; (c) non-refundable and non-creditable; (d) payable in US dollars; and (e) exclusive of all taxes (for which Customer shall be responsible, except for taxes on Contentstack's net income). Customer authorizes Contentstack and its payment processor to charge the payment method on file for all Fees, including recurring Fees at the start of each billing period, until Customer cancels in accordance with Section 6.2. Customer shall not withhold or offset Fees due to Contentstack for any reason. Should Contentstack be required to use a collection agency or other means to collect payment due under this Agreement, Customer agrees to pay reasonable collection agency fees or reasonable attorneys' fees associated with such collection.

3.2 Usage Beyond Plan Limits. If Customer's usage reaches the limits of its Plan, Contentstack may restrict further usage until the next billing period unless Customer purchases additional capacity or upgrades its Plan. Where Customer has enabled automatic top-ups or overage billing, Contentstack will charge Customer for such usage at the rates shown in-product at the time the usage occurs.

3.3 Tax Exempt. If Customer is tax-exempt, Customer shall provide Contentstack with its tax-exemption number and certificate within five (5) business days after the Effective Date. Customer shall be responsible for any liability or expense incurred by Contentstack as a result of Customer's failure or delay in paying taxes due or if Customer's claimed tax exemption is rejected. If Customer is legally required to withhold tax from its payment of Fees to Contentstack, and/or to pay any equalization taxes, Customer agrees to gross up all Fees that are subject to such withholding tax and shall not be entitled to reduce the Fees by any equalization taxes, such that the net payment received by Contentstack is the full originally stated amount of such Fees.

3.4 Price and Plan Changes. Contentstack may change the Fees for any Plan, add-on, prompt pack, or top-up, and may change the entitlements or usage limits included in any Plan, by giving Customer at least thirty (30) days' prior notice by email to the account owner or by in-product notice. Any increase in the recurring Fees for Customer's Plan, and any reduction in its entitlements, will take effect at the start of Customer's next Renewal Term after the notice period ends and will not apply to the Subscription Term then in effect. If Customer does not agree to the change, Customer may cancel renewal through the portal before the change takes effect. Customer's continued use of the Software after the change takes effect constitutes acceptance of the new Fees or entitlements. Price decreases and new optional add-ons may take effect immediately. One-time purchases, such as prompt packs and top-ups, are charged at the price shown at the time of purchase.

3.5 Free Plan. Contentstack may offer a Plan at no charge ("Free Plan"). Contentstack may change the features, engines, usage limits, or availability of the Free Plan, or discontinue it, at any time for any reason and without incurring additional liability. The Free Plan is provided "as-is" without any service level commitment or support obligation, and Contentstack disclaims all liability for Customer's use of the Free Plan. Contentstack may suspend or delete Free Plan accounts that are inactive for ninety (90) consecutive days.

3.6 Promotional Access. Contentstack may offer free or discounted access to a paid Plan for a limited period, for example complimentary Growth access through a stated end date ("Promotional Access"). Promotional Access ends on the stated end date, and Customer's account will then move to the Free Plan unless Customer selects a paid Plan and provides a payment method. Contentstack will not charge Fees for Promotional Access and will notify Customer before Promotional Access ends. Promotional Access may be subject to additional terms presented with the offer.

3.7 Failed Payments. If a charge fails, Contentstack will notify Customer and may retry the charge during a grace period of fourteen (14) days. If payment is not received by the end of the grace period, Contentstack may move Customer to the Free Plan or suspend access under Section 6.5.

4. Proprietary Rights

4.1 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) 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, (d) any other proprietary materials or documentation developed or delivered by or on behalf of Contentstack to Customer under or in connection with this Agreement, and (e) 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 (e) collectively, "Contentstack Property," excluding Customer 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 Customer in this Agreement with respect to the Software are reserved by, and for, Contentstack. Customer 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.

4.2 Suggestions. Customer is not obligated to provide Contentstack with any suggestions, enhancements, recommendations or other feedback relating to the Software ("Suggestions"). Customer 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, Customer expressly waives such rights.

4.3 Customer IPRs. Customer grants to Contentstack a non-exclusive, royalty-free right to copy, store, transmit, modify, create derivative works of, display, and otherwise use the Customer Data in connection with providing the Software 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. Except for Contentstack's privacy, security and confidentiality obligations set forth in this Agreement, Contentstack will have no liability or responsibility for Customer Data.

4.4 Jointly Owned Intellectual Property. No jointly owned IPRs are created by the parties under or in connection with this Agreement.

5. Privacy and Security

5.1 Data Security. Throughout the Subscription Term, Contentstack shall maintain security measures designed to protect the integrity of, and to prevent unauthorized access to, the Software and Customer Data.

5.2 Security Compliance; Security Terms. Contentstack does not offer custom service offerings, and Contentstack is unable to apply different security terms to only Customer's account. Contentstack will not include one-off security terms or exhibits that are written with other services or applications in mind, or to generically cover broad services applications. Customer expressly agrees that any terms or conditions stated in Customer's additional security terms, or in any other of Customer's security exhibits are void and not legally binding.

6. Term and Termination

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

6.2 Subscription Term and Renewal. Each Subscription Term shall be for the billing period (monthly or annual) of the Plan selected by Customer. Unless terminated by a party per Section 6.3, at the end of the then current Subscription Term the Plan will automatically renew for successive periods equal to the then current Subscription Term (each, a "Renewal Term") at Contentstack's then-current Fees for that Plan, subject to Section 3.4, unless Customer cancels its renewal through the portal before the start of the Renewal Term. Cancellation takes effect at the end of the then current Subscription Term; Customer keeps access until then, and Fees already paid are not refunded.

6.3 Mutual Termination Rights. If either party is in material breach of this Agreement, 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 by providing written notice to the party in breach; such written notice shall specify in detail the alleged material breach. Either party shall have the right to immediately terminate this Agreement 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.

6.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) the license(s) granted hereunder (excluding the licenses granted in Section 4.2), if any, shall immediately terminate and Customer shall immediately delete and stop using the Contentstack Property; (b) Contentstack's obligation to provide the Software will end immediately; (c) all unpaid Fees shall become immediately due and payable by Customer; and (d) each party shall, subject to Section 6.6, immediately return or destroy the other party's Confidential Information received hereunder in its possession or under its control. If this Agreement is terminated by Customer as a result of an uncured confirmed material breach by Contentstack, Contentstack may refund to Customer any pro-rata pre-paid Fees for the period after the effective date of termination in connection with such material breach. The terms of 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.

6.5 Suspension. In addition to any of its other rights or remedies if Customer's account is overdue in making payment of any Fees by more than fifteen (15) days, Contentstack reserves the right to suspend (as applicable) any licenses to use the Software provided to Customer, without liability, penalty or further obligation to Customer, until such Fees are paid in full or Customer has the necessary rights to use the Software, as applicable.

6.6 Destruction of Data. For thirty (30) days after the date of termination or expiration of this Agreement, Customer may download and preserve Customer Data. After that period, Contentstack has no further obligation to retain Customer Data and may delete it in accordance with the applicable Contentstack Data Processing Addendum (canoe.contentstack.com/legal/privacy).

6.7 Upgrades and Downgrades. Upgrades to a higher Plan take effect immediately and are charged on a prorated basis for the remainder of the current billing period. Downgrades take effect at the start of the next billing period. A lower Plan may include fewer entitlements, including shorter report history, and data outside the lower Plan's limits may no longer be available.

7. Warranties; Disclaimers

7.1 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 individual accepting this Agreement on its behalf is duly authorized to bind that 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 owes to any third party.

7.2 Disclaimer of Warranties. THE SOFTWARE (INCLUDING ALL FUNCTIONS, SAMPLES AND TOOLS) ARE PROVIDED ON AN "AS-IS" BASIS WITHOUT LIABILITY AND 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 WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

8. Confidential Information

8.1 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 (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.

8.2 Exceptions to Obligations. Notwithstanding Section 8.1, 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.

8.3 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.

9. Indemnity

9.1 Customer Indemnity. Customer 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 any claim Customer's use of the Software and that Customer Data (a) infringe, violate, breach and/or misappropriate any third party's rights and/or (b) infringe, violate and/or breach any applicable laws, rules and/or regulations.

10. Limitations of Liability

10.1 Aggregate Liability. EXCEPT AS SET FORTH OTHERWISE IN THIS AGREEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, 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 CUSTOMER TO CONTENTSTACK (LESS ANY AMOUNTS REFUNDED OR CREDITED) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM MADE UNDER THIS AGREEMENT. CUSTOMER SHALL BE LIABLE FOR THE ACTS AND OMISSIONS OF ITS USERS AND AFFILIATES.

10.2 Disclaimer of Consequential Damages. EXCEPT AS SET FORTH OTHERWISE IN THIS AGREEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, 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.

10.3 Invalidity. The parties expressly agree that if any of the exclusions in Section 10.2 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 10.1.

11. General

11.1 Publicity. Contentstack may include Customer's name and logo in customer lists on Contentstack's website and in marketing collateral. Customer may opt out at any time by emailing legal@contentstack.com. Any customer reference, press release, or case study requires Customer's prior written consent.

11.2 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 Customer'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. The substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred. No action may be brought by Customer for any breach arising out of, or in connection with, the Agreement, the supplemental documents referenced and incorporated into this Agreement more than one (1) year after the accrual of such cause of action.

11.3 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 subcontract or delegate the performance of the Software to third parties without Customer's prior written consent but will remain liable to Customer for the delivery of the Software. Any assignment not in conformity with this Section 11.3 shall be null and void.

11.4 Notices. Contentstack may give notices under this Agreement by email to the account owner's email address or by in-product notice, and such notices are deemed given when sent. Customer must send legal notices to Contentstack by email to legal@contentstack.com with a copy to Contentstack Inc., Attn: Legal, 1023 Springdale Rd., Bldg. 14A, Austin, TX 78721, delivered (a) personally; (b) by registered or certified mail, deemed given three (3) business days after sending; or (c) by commercial overnight courier, deemed given one (1) business day after deposit, with written verification of receipt.

11.5 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 ("Force Majeure Event"), nor shall any such delay or failure be considered a breach of this Agreement.

11.6 Compliance with Law. Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Further, each party agrees to comply with all applicable anti-bribery and anti-corruption laws in all business related to this Agreement Customer agrees that it will not access or use the Software in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.

11.7 US Government Restrictions. Customer 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.

11.8 General. 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 11.8. The parties expressly agree that any terms or conditions stated in Customer's purchase order or in any other Customer order documentation are void. 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 constitutes 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 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.