Enterprise Customer Agreement

Thank you for using the Contentful Services (as defined below), a cloud-based content management services platform that allows users to upload, manage and publish, using Contentful APIs, content to the Web. Before reading this Contentful Enterprise Customer Agreement (this “Agreement”), we strongly encourage you to read the FAQ located at https://www.contentful.com/legal/de/enterprise-faq/ to familiarize yourself with the Contentful Services.

BY ACCEPTING THIS CONTENTFUL ENTERPRISE CUSTOMER AGREEMENT (THIS "AGREEMENT"), THE ENTITY IDENTIFIED AS THE CUSTOMER in THE APPLICABLE SERVICE ORDER (“CUSTOMER”) AGREES TO THESE TERMS AND CONDITIONS WITH CONTENTFUL GMBH (“CONTENTFUL”). YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.

1. Definitions

1.1

The following terms, when used in this Agreement will have the following meanings:

"Affiliates" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.

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

"Contentful Services" means the SaaS-based content management and publication services, programs, functions and platform provided by Contentful to Customer (including the Contentful APIs, Documentation and technical support that is made available by Contentful to Customer as applicable subject to any Service Order hereunder in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by Contentful.

"Customer Content" means content and other material supplied or made available to Contentful by Customer (or, if Customer is an agency, Customer’s clients for which Customer is an agency of record) through the use of or access to the Contentful Services.

"Documentation" means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Contentful for the Contentful Services.

"Service Order" means a service order, quote or other similar document that sets forth the specific Contentful Services and pricing therefor, and that references this Agreement and is mutually executed by the parties.

2. Contentful Services

2.1

Provision of Services. Subject to the terms and conditions of this Agreement and the Contentful Acceptable Use Policy (available at https://www.contentful.com/legal/de/aup/ (the “AUP”), Contentful will make the Contentful Services available to Customer pursuant to this Agreement and the applicable Service Order, and hereby grants Customer a non-exclusive right to access and use the Contentful Services to manage Customer Content, including the right to write and execute software applications or websites (“Customer Applications”) that interface 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. Contentful will provide the Contentful Services in accordance with the Service Level Agreement located at https://www.contentful.com/legal/de/2017-01-31/sla/ and the Security Standards located at https://www.contentful.com/legal/de/2017-01-31/security/, each of which are hereby incorporated by reference herein. In particular, Contentful owes only the level of service availability set forth in the relevant Service Order or Service Level Agreement.

2.2

Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

a) Customer will not 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 Contentful Services; except that Customer may exceptionally decompile, disassemble or reverse engineer the Service to the extent this is required for the contractual operation of the Service, including correction of defects, or to obtain information required to make the Service interoperable with an independently developed piece of software (each a “Permitted Purpose”), but only if such contractual use, correction of defects or required information could not be obtained from Contentful upon request. Any decompiling, disassembling or reverse engineering may be done only to the extent absolutely required for the respective Permitted Purpose, and any information gathered from such actions may only be used for such Permitted Purpose, and in particular not shared with any third party except to the extent required to achieve the Permitted Purpose. Under no circumstances may the information gathered from such actions be used to develop a competing software, product or service.

b) Except for Customer Applications that use the Contentful Services, Customer will not transfer, distribute, resell, lease, license, or assign Contentful Services or otherwise offer the Contentful Services on a standalone basis, and, without limiting the foregoing, if Customer is an agency, Customer will only use the Contentful Services on behalf of its clients of which Customer is an agency of record and which have authorized Customer to use the Contentful Services on behalf of such clients within the scope of Customer’s other bona fide agency responsibilities for such clients;

c) Customer will not (nor will it permit any third party to) use Contentful Services in any manner that violates Contentful’s AUP (or any other term of this Agreement);

d) Customer will not otherwise use the Contentful Services outside the scope expressly permitted hereunder and in the applicable Service Order; and

e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals or disclose their access credentials to any third party. Customer will, and will ensure that its users, immediately report to Contentful any breaches or suspected breaches of the aforementioned provision and any cases of actual or suspected unauthorized third party access. Customer hereby permits Contentful to deactivate the accounts of any users that violate this Agreement or the AUP.

2.3

Customer Responsibilities. Customer will (a) be responsible for all use of the Contentful Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Application(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Contentful Services and Documentation and notify Contentful promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Contentful Services, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, or to use the current version of the APIs made available by Contentful or, if Customer chooses to use any of the software development kits made separately available by Contentful (“SDKs”) made separately available by Contentful, the current version of such SDKs, and Contentful will have no liability for such failure (including under any service level agreement, if applicable). With Customer’s permission (which may be by email or other reasonable means), Contentful may log into user accounts in order to debug the Contentful Services.

2.4

API Changes. Customer acknowledges that Contentful may change, deprecate or republish APIs for any Contentful Services or feature of the Contentful Services from time to time, and that it is Customer’s responsibility to ensure that calls or requests Customer makes to the Contentful Services are compatible with then-current APIs for the Contentful Services. Although Contentful endeavors to avoid changes to its APIs or Contentful Services that are not backwards compatible, if any such changes become necessary Contentful will notify Customer at least thirty (30) days prior to Contentful’s implementation of any such incompatible changes to the Contentful Service of which it becomes aware.

2.5

Affiliates. Any Affiliate of Customer will have the right to enter into a Service Order executed by such Affiliate and Contentful and this Agreement will apply to each such Service Order as if such Affiliate were a signatory to this Agreement. With respect to such Service Orders, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Service Order is a separate obligation of the Customer entity that executes such Service Order, and no other Customer entity has any liability or obligation under such Service Order.

3. Fees

3.1

Fees. Customer will pay Contentful the fees set forth in the Service Order, which will include a recurring subscription fee and potentially other fees depending on the Contentful Services set forth therein. In addition, the Service Order may also include additional usage fees for use of the Contentful Services above the volume threshold(s) set forth therein.

3.2

Payment. Except as otherwise specified herein or in any applicable Service Order (a) fees are quoted and payable in Euros and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable, all except as expressly set forth herein.

3.3

Net of Taxes. All applicable use, sales and other similar taxes and government charges will be payable by Customer. 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 thusly obliged to withhold taxes, Customer will inform Contentful accordingly in writing 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 exclusively owns all right, title and interest in and to the Contentful Services. Except for the express rights granted hereunder, Contentful reserves all rights, title and interests in and to the Contentful Services and Contentful’s Confidential Information.

4.2

Contentful Marks. Contentful hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Contentful (each, a “Contentful Mark”) for the purpose of promoting or advertising that Customer uses the Contentful Services. In using Contentful Marks, Customer may not: (a) display a Contentful Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Contentful; (b) use Contentful Marks to disparage Contentful or its products or services; or (c) display a Contentful Mark on a site that violates any law or regulation. Furthermore, Contentful may modify any Contentful Marks at any time, and upon notice, Customer will use only the updated Contentful Marks. Other than as permitted in this Section, Customer may not use any Contentful Marks without prior written consent. All use of the Contentful Marks will be subject to any trademark usage guidelines that Contentful may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation of Contentful.

4.3

Feedback. Customer may from time to time provide Contentful suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Contentful Services. Contentful will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Contentful will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.4

Customer Content. As between the parties, the Customer Content and Customer Applications will be owned by Customer (or, if Customer is an agency, Customer’s client(s)). Customer hereby grants to Contentful a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Contentful Services.

4.5

Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its 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 consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party other than advisors bound by a professional secret (such as lawyers and tax advisors), except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

4.6

Aggregated Information. Notwithstanding anything to the contrary, Contentful shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Contentful Services (all in a way that does not permit identification of any individual) and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Contentful Services and other Contentful offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Warranties and Disclaimers

5.1

Contentful. Contentful warrants that it will, consistent with prevailing industry standards, maintain the Contentful Services in a manner which minimizes errors in the Contentful Services and perform the Contentful Services in a professional and workmanlike manner. The Contentful Services shall be deemed defective or erroneous or otherwise non-conforming only in the event and to the extent they materially deviate from the agreed Documentation, which is exhaustive. Any interruptions (i.e. failure to meet the service levels set out in the Service Order and/or Service Level Agreement) will be remedied exclusively as set forth exhaustively in the Service Level Agreement, and the remedies defined below in this Section do not apply to such interruptions.

5.2

Customer. Customer warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the Contentful Services as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from its client(s) to use the Contentful Services and Customer Content related to such client(s) on such client(s)’ behalf.

5.3

Remedy. In the event of any breach of Contentful’s warranty above, Contentful will correct the relevant defect of a non-conforming Contentful Service in accordance with the agreed specifications at no additional charge to the Customer. In the event that Contentful is unable to correct a non-conforming Contentful Service within a reasonable time period to be set by Customer (which must allow for at least three attempts at rectification), Customer may claim a reduction in fees proportionate to the defect (and claim a refund of any pre-paid fees exceeding the accordingly adjusted total) or terminate the concerned Service Order(s) immediately by written notice, and shall be entitled to receive a refund of any pre-paid Fees for unused Contentful Service access remaining during the term of the concerned Service Order(s). Save for damage claims subject to the limitations of liability Section below, the foregoing remedy is Customer’s sole remedy in the event of a breach of the limited warranty above.

5.4

Customer’s Cooperation Contentful’s obligations for breach of warranty as stated above in this Section are conditional upon Customer promptly notifying Contentful of such breach in writing, and providing Contentful with sufficient evidence of such non-conformity to enable Contentful to reproduce and/or verify the same.

5.5

BETA SERVICES. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH CONTENTFUL WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY CONTENTFUL FREE OF CHARGE FOR TESTING PURPOSES. ANY USE OF THE BETA SERVICES IN CONJUNCTION WITH ACTUAL DATA AND/OR IN A PRODUCTIVE SETTING, IS AT CUSTOMERS SOLE RISK. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE, MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS, AND ARE PROVIDED “AS IS”. CONTENTFUL DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR CONTENTFUL MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA SERVICES AT ANY TIME.

6. Indemnification

6.1

Indemnity by Contentful. Contentful will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Contentful Services as permitted hereunder infringes or misappropriates a European Union patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved in writing by Contentful) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Contentful of such Claim, (b) Contentful will have the sole and exclusive authority, to the extent permitted under applicable law, in particular the applicable laws, rules or code of civil procedure, to defend and/or settle any such Claim (provided that Contentful may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Contentful in connection therewith; in particular, to the extent Contentful cannot be granted control over the defense of such claim, Customer will keep Contentful informed of any communication with any involved party (including any courts, arbitrators, mediators, public authorities and opposing counsel) and obtain Contentful’s approval of any written or oral statement, admission, brief, filing or submission in the matter that is liable to affect the outcome of the procedure and/or affect Contentful’s rights. If the use of the Contentful Services by Customer has become, or in Contentful’s opinion is likely to become, the subject of any claim of infringement, Contentful may at its option and expense (i) procure for Customer the right to continue using and receiving the Contentful Services as set forth hereunder; (ii) replace or modify the Contentful Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees for unearned Contentful Services. Contentful will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Contentful Services by Customer not in accordance with this Agreement; (C) modification of the Contentful Service by any party other than Contentful without Contentful’s express written consent; (D) Customer Content or Customer Applications or (E) the combination, operation or use of the Contentful Services with other applications, portions of applications, product(s) or services where the Contentful Services would not by themselves be infringing (clauses (A) through (E), “Excluded Claims”).

6.2

Indemnification by Customer. Customer will defend Contentful against any Claim made or brought against Contentful by a third party arising out of the Excluded Claims or Customer’s failure to comply with Contentful’s Acceptable Use Policy, and Customer will indemnify Contentful for any damages finally awarded against (or any approved settlement) Contentful in connection with any such Claim; provided that (a) Contentful will promptly notify Customer of such Claim, (b) to the extent permitted under applicable law, in particular the applicable laws, rules or code of civil procedure, Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Contentful’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Contentful of all liability) and (c) Contentful reasonably cooperates with Customer in connection therewith.

7. Limitation of Liability

7.1

Contentful’s liability is unlimited for damages caused intentionally or with gross negligence, personal injury and death, for breaches of a guarantee (which must be expressly designated as such in order to be a guarantee in the legal sense) and under the German Product Liability Act.

7.2

Except in the cases of unlimited liability stated above in this Section, Contentful’s liability in the event of a breach of a Cardinal Duty with simple negligence is limited to damages that are typical for cloud services agreements and foreseeable upon conclusion of the Agreement (“Typical and Foreseeable Damages”). A “Cardinal Duty” for the purpose of this Agreement is a duty the compliance with which makes the achievement of the purpose of the Agreement possible in the first place and on the compliance with which the other Party may therefore generally rely. Any other liability for simple negligence is excluded.

7.3

The amount of Typical and Foreseeable Damages is limited to the amounts Customer paid to Contentful in the twelve (12) months immediately preceding the incident creating the specific liability under the applicable Service Order.

7.4

To the extent Contentful is responsible for any loss of data pursuant to the provisions above, Contentful’s liability is further limited to the amount that would be necessary to restore the lost data if regular backups had been made in compliance with this Agreement.

7.5

Contentful’s no-fault strict liability for initial defects under Sec. 536a (1) of the German Civil Code is excluded.

7.6

To the extent that Contentful’s affiliates, employees or directors are held liable in connection with the Agreement, the exclusions and limitations of liability in this Section shall apply to such liability.

8. Termination

8.1

Term. The term of this Agreement will commence on the Effective Date of the initial Service Order or, if signed at a later date than the Effective Date of the Service Order, the date of the last signature of either party (“Subscription Effective Date”). The term continues until terminated as set forth below. The initial term of each Service Order will begin on the Subscription Effective Date of such Service Order and will continue for the subscription term set forth therein. Except as set forth in such Service Order, the term of such Service Order will automatically renew for successive renewal terms equal to the length of the initial term of such Service Order, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2

Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Service Orders then in effect. Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach – if capable of remedy – within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days, or (c) pursuant to the statutory right of extraordinary termination for good cause. Contentful may also suspend any Contentful Services immediately upon notice (i) if Customer violates (or gives Contentful reason to believe it has violated) any provision of the Acceptable Use Policy; or (ii) if Contentful reasonably determines that its provision of any of the Contentful Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

8.3

Survival. Upon termination of this Agreement all rights and obligations, including under any Service Order, 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 and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below. If Customer terminates for Contentful’s breach pursuant to the provisions above, Contentful shall reimburse any unused pre-paid fees.

9. General

9.1

Insurance. Contentful shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense, to the extent required by applicable law in the relevant jurisdiction: a) Public Products Liability insurance, including completed operations, premises operations, personal injury, and property damage liability coverages on an occurrence basis. The limit of coverage shall be 5 million Euros (€5,000,000) per occurrence combined single limit bodily injury and property damage; and b) Professional Liability for errors and omissions with a limit of 5 million Euros (€5,000,000) providing coverage for a period of at least one (1) year following completion of the Contentful Services.

9.2

Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Contentful Services.

9.3

Publicity. Customer agrees that Contentful may refer to Customer’s name and trademarks in Contentful’s marketing materials and website; however, Contentful will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

9.4

Assignment; Delegation. Neither party hereto 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 to a successor to all or substantially all of its assets or business related to this Agreement. In addition, Customer agrees that Contentful may have any of its obligations performed through an Affiliate of Contentful, provided that Contentful will remain responsible for its obligations hereunder and will be liable for such Affiliate’s performance hereunder as if it were Contentful hereunder. 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 successors and assigns.

9.5

Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. This also applies for any waiver of the written form requirement. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.6

Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.7

Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, the Parties will replace such provision in good faith by a provision coming as close as possible to the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.8

Governing Law. This Agreement will be governed by the laws of the Federal Republic of Germany, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Berlin, Germany, and the parties hereby consent to the personal jurisdiction of these courts.

9.9

Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Service Order. Notices to Contentful must be sent to the following address: Contentful GmbH, Ritterstr. 12-14, 10969 Berlin, Germany, Attn: Legal.

9.10

Entire Agreement. This Agreement comprises the entire agreement between Customer and Contentful 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 warranty or in any way increase the scope of the warranties in this Agreement.

9.11

Order of Precedence. In the event of any discrepancy between the contractual documents, the order of precedence is the following, except that a lower-ranking document may deviate from a higher-ranking document if it expressly refers to the provision it purports to deviate from in writing.

• (a) This Enterprise Agreement
• (b) The AUP
• (c) The Service Level Agreement
• (d) The Security Standards
• (e) The Service Order

9.12

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 earthquake, flood, or other natural disaster, act of God, labor controversy (except such incidents concerning only the relevant Party’s personnel), 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.

9.13

Government Terms. Contentful provides the Contentful 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 Contentful Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Contentful Services were developed fully at private expense.

9.13

Interpretation. For purposes hereof, “including” means “including without limitation”. All dates and times set forth in this Agreement, any Service Order or any related document are in relation to Greenwich Mean Time (GMT), unless otherwise specified.

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