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Palmata Terms of Service

Effective Date: June 23, 2026

To access and use the Subscription Services, you must review and accept the terms of this Agreement by clicking on the “Signup” button or other mechanism provided. IF YOU ARE USING THE SUBSCRIPTION SERVICE ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION THAT IS THE END USER OF THE SUBSCRIPTION SERVICES, THEN YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY OR ORGANIZATION AND REPRESENTING TO CONTENTFUL THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR ORGANIZATION TO THIS AGREEMENT (AND, IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO THAT ENTITY OR ORGANIZATION). ANY AGREEMENT OR TERMS FOR OTHER PRODUCTS OR SERVICE OFFERED BY CONTENTFUL SHALL HAVE NO FORCE OR EFFECT WITH RESPECT TO THIS AGREEMENT AND THE SUBSCRIPTION SERVICE. 

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING THE SUBSCRIPTION SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT WITH THE CONTENTFUL ENTITY INDICATED BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT CLICK THE “SIGNUP” BUTTON OR OTHER MECHANISM PROVIDED AND YOU MUST NOT USE THE SUBSCRIPTION SERVICES.

1. Definitions. Capitalized terms shall have the meaning set forth in this Section 1 or as defined in the body of this Agreement. 

“Affiliates” means any subsidiary, parent or sibling entity in a group of companies that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another entity of the same group of companies. Control means the direct or indirect ownership of 50% or more of the voting power or equity in an Affiliate or de facto control by an entity of the same group of companies of another Affiliate’s decision making.

“Agreement” means these Palmata Terms of Service including any incorporated service orders, attachments, addenda, exhibits and terms.

“Confidential Information” means any information or data disclosed by either party marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential considering the nature of the information and the circumstances of disclosure. However, “Confidential Information” does not include any information which (a) is in the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is or was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. 

“Contentful” means:

Contentful GmbH of Max-Urich-Straße 3, 13355 Berlin, Germany if Customer is located in Europe, the United Kingdom, Middle East, Africa, or Asia; or

Contentful Inc. of 1801 California Street, Suite 4600, Denver, CO 80202, U.S.A. if Customer is located in the Americas, Australia or New Zealand.

“Customer” means you as the end user of the Subscription Services or the entity accepting these terms as set forth above. 

“Connected Applications” means any Designated Content or application/system Customer authorizes or configures to connect to, or operate with, the Subscription Service. 

“Customer Input” means the prompts submitted to the Subscription Service by or on behalf of Customer.

“Designated Content” means the website and the content, information, and data available thereon that Customer designates for the Subscription Service to evaluate based on Customer Inputs. 

“Reports” means the outputs of the Subscription Service based on Customer Inputs and analysis of Designated Content. 

“Documentation” means the on-line help files, technical documentation and user manuals made available by Contentful for the Subscription Services, as updated from time to time.

“Subscription Services” means Palmata, the cloud-based answer engine optimization platform as a service offering, including related programs, functions and services provided by Contentful to Customer (including, as applicable, Contentful APIs).

2. Provision of Subscription Services. Subject to the terms of this Agreement, Contentful will make the Subscription Services and Reports available to Customer and hereby grants Customer a non-exclusive right to access and use the Subscription Services, Reports, and Documentation during the term of this Agreement, including the right to use Connected Applications with the Subscription Service at the rate and/or volume set forth during the sign up process and as may be updated from time to time or if applicable, set forth on a service order. Customer may use the Reports for its internal business purposes after termination of the Agreement. 

2.1. Customer Responsibilities. 

(a) Customer is responsible and liable for (i) all use of the Subscription Services and Documentation under its account; (ii) the accuracy, quality, integrity and legality of Customer Inputs and Connected Applications; (iii) using commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services including via Connected Applications; (iv) configuring its systems in a way to reasonably prevent unauthorized users from accessing Connected Applications and the Subscription Service; (iv) notifying Contentful promptly of any unauthorized access to or use of Subscription Services in breach hereof, (and Customer hereby permits Contentful to deactivate such compromised accounts or users); and (v) obtaining and maintaining any equipment, software, and ancillary services needed to use the Subscription Services, including as set forth in the Documentation. 

(b) Customer must comply with the Acceptable Use Policy attached hereto as Exhibit A. 

2.2 Changes.

(a) Subscription Service. Contentful may modify or republish the Subscription Services and reserves the right to discontinue individual features within the Subscription Services from time to time and will provide notice of material changes to Customer via the Subscription Services web portal/website or by updating the Documentation.

(b) Terms. Contentful may revise this Agreement from time to time for any reason and at its sole discretion. If Contentful does revise this Agreement, the revised Agreement will supersede prior versions. Unless Contentful says otherwise, revisions will be effective upon the effective date indicated at the top of this Agreement. Contentful encourages Customer to check the effective date of this Agreement whenever Customer visits Contentful’s website or account portal. Customer’s continued access or use of the Subscription Services constitutes Customer’s acceptance of any revisions. If Customer objects to the changes in writing to Contentful, the Agreement remains unchanged and Contentful then has the right to terminate the Agreement upon notice to Customer. This Section 2.2(b) shall not apply to Customers who purchase the Subscription Services via a service order and the then-current version of this Agreement as of the effective date of the Service Order shall apply during the term of the Service Order. 

3. Fees and Payment

3.1 Fees. Customer agrees to pay the subscription fees, additional usage fees and other fees set forth in Contentful’s standard schedule of fees, as may be updated from time to time, or any other service orders for the Subscription Services provided by Contentful and signed by Customer and Contentful referencing this Agreement. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

3.2 Payment. Subject to certain credit requirements as determined by Contentful, Contentful may permit Customer pay amounts due under this Agreement in arrears. The foregoing does not apply to Customers purchasing via a service order. Customer shall make all of the payments due hereunder within thirty (30) days of the date of the invoice or, if applicable, as set forth on the service order. If Customer is overdue on any payment and fails to pay within ten (10) business days of a written notice of Customer’s overdue payment, then Contentful may assess, and Customer must pay a late fee of either 1.5% per month, or the maximum amount allowable by law, whichever is less. Contentful may suspend Customer’s account until full payment including any late fees is received.

3.3 Net of Taxes. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of Contentful or any of its Affiliates. Unless Customer qualifies for a jurisdictional value added/sales/use excise or similar tax exemption and provides Contentful with all necessary documentation Contentful may require (for example a valid certificate of Direct Pay Permit) and provided that Contentful separately states any such taxes on the applicable invoice Customer will not withhold any Taxes from any amounts due to Contentful, except to the extent required under mandatory local law. In the event Customer is obliged to withhold taxes, Customer will inform Contentful accordingly in writing (email sufficient) as soon as the obligation to withhold taxes becomes known and will assist Contentful at no charge in obtaining any mitigations, exemptions and/or refunds as may be available under any applicable law, including any double taxation treaties. In particular, Customer will provide Contentful, at no charge and in a timely manner, with any and all information, document or confirmation required for Contentful to avail itself of any exemptions, mitigations or reductions of any such withholding tax under any applicable law, including any double taxation treaties.

4. Proprietary Rights and Confidentiality

4.1 Contentful’s Ownership Rights. As between the parties, Contentful retains all right, title, and interest in all its trademarks, service marks, logos and domain names (“Contentful Marks”) and patents, copyrights, trade secrets, and other intellectual property rights in and to all Subscription Services, Reports, and any and all related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback (as defined below), (collectively, “Contentful Technology”). Contentful may collect information and metadata relating to the provision, use and performance of the Subscription Services (“Service Data”) and Contentful may use Service Data for its own legitimate purposes such as billing, development, security, product improvement, and troubleshooting, in compliance with all applicable laws. Except for the express limited rights set forth in this Agreement, no right, title or interest in or to any Contentful Technology or Contentful Marks is granted to Customer.

4.2 Feedback. Contentful has full, unencumbered right, title and license, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any suggestions or comments Customer provides for enhancements improvements, new features, additional functionality or any other feedback with respect to the Contentful Technology now or in the future (collectively, “Feedback”). Feedback will not include any Customer Confidential Information. Feedback is provided by Customer “as-is” without any warranties.

4.3 Customer’s Ownership Rights. As between the parties, Customer retains all right, title, and interest in all its trademarks, service marks, logos, domain names, Designated Content and Customer Inputs. Except as set forth in a service order, Customer grants to Contentful a revocable, fully-paid, non-exclusive, worldwide license to access, copy, analyze, process, and use Customer Inputs and Designated Content to provide, maintain, secure, support, develop, and improve the Subscription Services and other Contentful products and services. 

4.4 Confidentiality. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (I) not use Confidential Information of the other party for any purpose outside the scope of this Agreement; (II) only disclose Confidential Information to its Affiliates, employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations at least as stringent as those herein; or as required by law or court of competent jurisdiction. If required by law or a court of competent jurisdiction, the party disclosing the other’s information will (to the extent legally permitted) (a) provide the other with (i) prior written notification thereof and (ii) the opportunity to contest such disclosure; and (b) use reasonable efforts to minimize such disclosure. Each party will promptly notify the other in writing (email sufficient) if it becomes aware of any unauthorized disclosure of Confidential Information of the other party. Each party acknowledges that Confidential Information is unique and unauthorized disclosure of Confidential Information may cause substantial harm for which damages alone might not be a sufficient remedy, and therefore upon any such disclosure (or threat thereof), the other party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it may have at law. 

5. Warranties and Disclaimers

5.1 Mutual Warranty. Each party warrants that it has the authority to enter into this Agreement.

5.2 Contentful Warranty. Contentful warrants that it will, consistent with prevailing industry standards, maintain the Subscription Services in a manner which minimizes errors in the Subscription Services, and that the Subscription Services will substantially conform to the Documentation. The foregoing warranties shall not apply to any errors or defects in the Subscription Services resulting in whole or in part from: (a) Customer’s use of the Subscription Services in a manner not conforming with the terms herein, including but not limited, any use of the Subscription Services in violation of the Acceptable Use Policy; (b) modification of the Subscription Services by or on behalf of Customer without Contentful’s express, prior, written consent; (c) Customer Inputs or Connected Applications; or (d) Customer’s use of any third party applications, portions of applications, products or services.

5.3 Customer. Customer warrants that it has all necessary rights, title, licenses, consents, permissions, waivers, and releases to allow Customer and Contentful to use Connected Applications and Customer Inputs in connection with the Subscription Service and as set forth in this Agreement.

5.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5 AND TO THE EXTENT NOT PROHIBITED BY LAW, (A) CONTENTFUL DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR WILL BE FREE OF VULNERABILITIES AND (B) EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FOR ANY FREE USE OF THE SUBSCRIPTION SERVICES BY CUSTOMER, THE WARRANTIES ABOVE IN SECTION 5.2 SHALL NOT APPLY TO CUSTOMER AND THE WARRANTY DISCLAIMER IN THIS SECTION 5.4 SHALL OTHERWISE APPLY.

5.5 Warranty Remedies. Customer will notify Contentful of any non-conformance under Section 5.2 (Contentful Warranty) without undue delay and in no case later than within 30 days of the date on which the condition giving rise to the claim first arose. Provided that Customer notifies Contentful within such time and provides reasonable evidence of the non-conformance, Contentful will correct the non-conformance at no additional charge. If Contentful does not re-perform or correct such non-conformance as warranted within a reasonable time, Customer may terminate the Agreement by written notice and receive a refund of any pre-paid and unused fees from the date of termination. The foregoing remedy is Customer’s sole and exclusive remedy in case of a breach of the limited warranty.

6. Indemnification

6.1 Indemnification by Contentful.

(a) Contentful will indemnify and defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party to the extent alleging that the use of the Subscription Services as permitted hereunder infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (“Claim”) and will pay all damages and costs finally awarded against Customer or as set forth in any approved settlement as a result of such Claim.

(b) The foregoing obligations of Contentful are subject to (i) Customer providing written notice to Contentful of such Claim within 30 days of becoming aware of such Claim and furnishing Contentful with a copy of each communication, notice or other document relating to such Claim (provided that Customer’s failure to give such notice, or any delay in giving such notice, shall not relieve Contentful of its indemnification obligations under this Agreement except to the extent Contentful is actually prejudiced by any such failure or delay); (ii) Contentful having the sole and exclusive authority to defend and/or settle any such Claim (provided that Contentful may not settle any Claim without Customer’s prior written consent – which consent will not be unreasonably withheld, conditioned or delayed – unless the settlement unconditionally releases Customer of all related liability and provides for no admission of guilt by Customer); and (iii) Customer reasonably cooperates with Contentful, at Contentful’s cost, in connection therewith.

(c) If the use of the Subscription Services by Customer has become, or in Contentful’s opinion is likely to become, the subject of any Claim, Contentful may at its option and expense (i) procure for Customer the right to continue using and receiving the Subscription Services as set forth hereunder; (ii) replace or modify the Subscription Services to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably and commercially practicable, terminate this Agreement and provide a pro rata refund of any prepaid unused fees.

(d) Contentful and its Affiliates have no liability or obligation with respect to any Claim to the extent such Claim is caused by (i) compliance with designs, guidelines, plans or specifications provided by Customer; (ii) use of the Subscription Services by Customer not in accordance with the Agreement; (iii) modification of the Subscription Services by or on behalf of Customer without Contentful’s express, prior, written consent; (iv) Customer Input or Connected Applications; or (v) the combination, operation or use of the Subscription Services with other applications, portions of applications, products or services where the Subscription Services would not by themselves be infringing. Contentful shall not be obligated or responsible for any settlement entered into or damages arising from admissions by Customer without Contentful’s prior written consent.

6.2 Indemnification by Customer. Customer will indemnify and defend Contentful against any claim made or brought against Contentful by a third party (i) arising from Customer’s violation of Exhibit A; or (ii) alleging that the Customer Input or the Connected Applications infringes or misappropriates a valid patent, copyright, trademark or trade secret and will pay all damages and costs finally awarded against Contentful or as set forth in any approved settlement as a result of such claim. The procedures set forth in Section 6.1(b) apply with respect to the foregoing indemnification obligations of Customer.

6.3 THIS SECTION 6 STATES EACH PARTY’S AND ITS AFFILIATES’ SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND EXCLUSIVE REMEDY, FOR ANY CLAIM RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT PERMITTED BY LAW.

7. Limitation of Liability

7.1 EXCEPT AS SET FORTH IN SECTION 7.3 AND 7.4 BELOW, NEITHER PARTY WILL BE LIABLE FOR (A) ANY INDIRECT, EXEMPLARY, LOST PROFITS, LOST REVENUE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) ERROR OR INTERRUPTION OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA.

7.2 EXCEPT AS SET FORTH IN SECTION 7.3 AND 7.4 BELOW, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE CUMULATIVE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS PRECEDING THE DATE IN WHICH LIABILITY AROSE.

7.3 EXCEPT AS SET FORTH IN SECTION 7.4 BELOW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 DO NOT APPLY TO A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, B) CUSTOMER’S PAYMENT OBLIGATIONS, OR (C) LIABILITY ARISING FROM PERSONAL INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.

7.4 WITH RESPECT TO ANY FREE USE OF THE SUBSCRIPTION SERVICES BY CUSTOMER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTENTFUL’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED USD $500.

7.5 THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND SHALL APPLY UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

8. Term and Termination

8.1 Term. The term of this Agreement will commence on the date this Agreement is accepted by Customer (and Contentful, if referenced on a mutually executed service order) and continue until Customer’s account is terminated as set forth in this Agreement, at the end or termination of any trial, or as set forth in this Section 8.

8.2 Self-Service Termination. This Section 8.2 shall only apply to self-service Customer accounts and shall not apply to any Subscription Services purchased via a service order. Customer may terminate Customer’s account at any time through the account management tools made available through the Subscription Services or by notifying Contentful in writing. Contentful may terminate or suspend Customer’s account for any reason upon 30 days’ notice to Customer. Additionally, Contentful may terminate or suspend Customer’s account immediately upon notice in the event Customer commits any breach of any provision of this Agreement. Contentful may also terminate or suspend Customer’s account immediately for cause if, subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer’s assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding. If Contentful suspends Customer’s account, Contentful will notify Customer. Customer is not due any refunds in the event of any suspension or termination of Customer’s account for any reason.

8.3 Committed Purchase Termination. This Section 8.3 shall apply to any purchases via a service order. Each party has the right to terminate this Agreement upon written notice if (a) there is no service order currently in effect; (b) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within 30 days after written notice of such breach; or (c) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings, insolvency or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within 60 days.

8.4 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the access and use restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9. General

9.1 Compliance with Laws. Each party agrees to comply with all laws, ordinances and regulations (whether international, federal, state, local or provincial) applicable to the respective party in its performance under this Agreement. The Subscription Service is not designed, intended, or marketed for use as, or as part of, any “high-risk AI system” under Regulation (EU) 2024/1689 (the “EU AI Act”), or any other technology subject to substantially similar obligations under applicable laws or regulations governing the development, provision, or use of AI systems (collectively, a “High-Risk AI System”). As of the effective date of this Agreement, the Subscription Service has not been classified as a High-Risk AI System by any competent authority under the EU AI Act or any comparable law. If Contentful determines, or is notified by a competent authority, that the Subscription Service or any material component of it has been classified as a High-Risk AI System, Contentful will use commercially reasonable efforts to notify Customer of that determination, and modify the Subscription Service or provide information designed to support Customer in meeting any resulting compliance obligations. If Customer’s use of the Subscription Services involves Contentful processing personal data on behalf of Customer, the terms of the Palmata Data Processing Addendum available at http://palmata.ai/data-processing-addendum shall apply.

9.2 Export Compliance. Each party will comply with applicable export control and economic sanctions laws and regulations when providing or using the Subscription Services. Without limiting the foregoing, (i) each party warrants that neither it nor any party that wholly or partially owns a party is listed on or acting on behalf of and will not act on behalf of any E.U. or U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to an E.U. or U.S. government embargo or that has been designated by the E.U. or the U.S. government as a “terrorist supporting” country (an “Embargoed Jurisdiction” currently Afghanistan, Cuba, Crimea, Iran, North Korea, Syria and Venezuela), (ii) Customer will not (and will not permit any third parties to) access or use the Subscription Services from an Embargoed Jurisdiction or in violation of any E.U. or U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to Contentful or in the Subscription Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

9.3 Assignment and Delegation. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent (i) to a successor to all or substantially all of its assets or business; or (ii) to an Affiliate of such party. In addition, Customer agrees that Contentful may perform its obligations through an Affiliate or a subcontractor, provided that Contentful remains responsible for its obligations hereunder and liable for such Affiliate’s and subcontractor’s performance as if it were Contentful. Any attempted assignment, delegation or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.

9.4 Amendment and Waiver. Except as expressly stated herein, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless executed in writing by a duly authorized representative of each party. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of present or future enforcement of that or any other provision.

9.5 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and bind the parties according to its terms.

9.6 Governing Law and Jurisdiction. If this Agreement is with Contentful Inc., this Agreement will be governed by the laws of the State of Delaware, USA, exclusive of its rules governing choice of law and conflict of laws and all disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware and the parties hereby consent to the personal jurisdiction of these courts. If this Agreement is with Contentful GmbH, this Agreement will be governed by the laws of England and Wales and all disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the courts of England and Wales and the parties hereby consent to the personal jurisdiction of these courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply. In the event of actual or threatened breach of confidentiality obligations or the Contentful Acceptable Use Policy, the non-breaching party may seek specific performance, immediate injunctive and other equitable relief in any competent court without prejudice to any other rights or remedies.

9.7 Notices. Contentful may give notices to Customer via the Subscription Services web portal/website or email to the email registered in Customer’s account. Notices given in writing must be by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Contentful must be in writing sent to the following address, as applicable: Attn: Legal with a copy, which shall not constitute a legal notice, to legal@contentful.com and (i) Contentful GmbH, Max-Urich-Straße 4, 13355 Berlin, Germany or (ii) Contentful Inc., 1801 California Street, Suite 4600, Denver, CO 80202.

9.8 Entire Agreement. This Agreement, including linked terms incorporated by reference, comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Contentful, its agents or employees will create a representation, warranty or guarantee or in any way increase the scope of the warranties in this Agreement. No terms or conditions stated in a Customer purchase order, vendor or partner onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void, notwithstanding any language to the contrary therein. If Customer and Contentful execute a Contentful service order referencing this Agreement, such service order will control in the event of any conflict or inconsistency with the terms of this Agreement.

9.9 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including but not limited to earthquake, flood, or other natural disaster, “acts of God”, pandemic or similar outbreak, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.10 Government Terms. Contentful provides the Subscription Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Subscription Services or any related software technology or Documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Subscription Services were developed fully at private expense.

9.11 Independent Parties. Nothing in this Agreement creates a partnership, joint venture, personnel leasing or agency relationship between the parties.

9.12 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

Exhibit A

Acceptable Use Policy

The rights granted to a Customer to access and use the Subscription Services are subject to Customer’s compliance with the following:

Customer will not and will not allow or encourage others to:

  • reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Subscription Services;

  • transfer, distribute, resell, lease, license, or assign Subscription Services or otherwise offer the Subscription Services or any part of the Subscription Services on a standalone basis without our authorization;

  • attempt to bypass or break any security mechanism or authentication measure in any of the Subscription Services or use the Subscription Services in any manner that poses a security or service risk to Contentful or to any user of the Subscription Services;

  • use temporary or publicly accessible email addresses or share user accounts among multiple individuals or disclose access credentials to any third party;

  • impersonate another person or entity or misrepresent an affiliation with a person or entity;

  • access, search or create accounts for the Subscription Services by any means other than Contentful’s publicly supported interfaces (for example, “scraping” or creating accounts in bulk); or

  • process personal data other than personal data that Customer has the right to process, and in any case not use the Subscription Services to process any special categories of personal data or sensitive data (as these are defined in applicable laws including personal information of minors), or any regulated data (including sensitive personal information, such as financial information, payment card numbers, social security numbers, and health information).

Customer will not and will not allow or encourage others to use the Subscription Services:

  • to store or process content or information that Customer does not have a right to make available under law or any contractual or fiduciary duty;

  • violate applicable laws and regulations or third-party rights;

  • in a way that adversely affects the availability, reliability or stability of the Contentful Services (including denial of service attacks);

  • for the purposes of competitive evaluation, research, or benchmarking;

  • for illegal purposes or purposes otherwise outside the scope expressly permitted, or in a manner that violates intellectual property rights, trade secrets, export controls or other trade restrictions;

  • to interfere with or disrupt the access of any user, host, network or the Subscription Services, such as by sending a virus, overloading, flooding, spamming or mail-bombing the Subscription Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Subscription Service or by transmitting any material that contains trojan horses, worms or any other malicious, harmful or deleterious programs or code;

  • to publish, transmit or otherwise make available material that is defamatory, libelous or obscene; or that threatens or incites violence or terrorism against any individual or group; 

  • in any manner that violates any applicable third-party policies or requirements including those available here; or

  • in any manner that violates a Designated Content terms, conditions, or policies. 

Terms of Service

Palmata Terms of Service. Full terms coming soon.