Contentful Preview Features Terms of Service

These Contentful Preview Features Terms of Service (these “Terms”) are made between you and Contentful to give you access to the Contentful Preview Features. Please review these Terms carefully. 

To be eligible to enable and use the Contentful Preview Features, you must signify your agreement to these Terms by selecting the checkbox, or via any other mechanism that we provide from time to time. By accepting these Terms and using the Contentful Preview Features, you represent and warrant that:

(a) you have read, understood, and agree to be bound by these Terms;
(b) you have the authority to bind the entity on behalf of which you accept these Terms (such as your employer); 
(c) you have a valid Subscription Services Agreement in place and an account for Contentful Services in good standing, and;
(d) you understand and agree that the Contentful Preview Features are not Contentful Services subject to the Subscription Services Agreement. 

If you do not have such authority referred to in (b) above, or if you do not agree to these Terms, you should not click the checkbox or otherwise signify your agreement to these Terms and you should not enable and use the Contentful Preview Features.

You are not required to use any Contentful Preview Features, but if you choose to do so your use of any Contentful PreviewFeatures is subject to these Terms. 

1. Definitions

“You”, “your” or “Customer” refers to the person indicating their acceptance of these Terms or, if the person is accepting these Terms on behalf of a legal entity, such legal entity. 

“Contentful” refers to the Contentful entity with which you have an agreement (either the Terms of Service or such other underlying agreement that you have in effect with Contentful for the use of the Contentful Services, both of which are collectively referred to herein as a “Subscription Services Agreement”) for the Contentful Services as defined below.  

“Contentful AI Functionality” means an API integration of third party-owned generative artificial intelligence functionality (i.e., powered by a Contentful sub-processor) that is included in the Contentful Preview Features for your use.

“Contentful Preview Features” refers to one or more of software applications, application programming interfaces, services, apps, user interface extensions, features or functionalities not yet generally available in connection with Contentful Services including such features which are identified with “alpha”, “beta”, “early access”, “preview”, or with any similar indication.  

“Contentful Services” refers to the cloud-based content management and publication platform as a service offering, including related programs, functions and services provided by Contentful to its customers (including, as applicable, Contentful APIs, documentation and technical support made available to you by Contentful in connection with such services) and any subsequent updates or upgrades of the foregoing.

“Customer Content” means the content uploaded to and managed by you in the Contentful Preview Features for publication purposes and includes Customer AI Content.

“Customer AI Content” means (a) any input you provide to be processed through the Contentful AI Functionality and (b) any received output generated and returned by the Contentful AI Functionality based on your input. 

2.  Purpose And Scope Of These Terms

Contentful invites you to test and provide feedback relating to Contentful Preview Features. Contentful makes available Contentful Preview Features at its sole and absolute discretion and may withdraw Contentful Preview Features at any time and for any or no reason. Contentful may also change or deprecate Contentful Preview Features at any time with or without notice. 

Subject to agreement between you and Contentful, Contentful may charge for use of Contentful Preview Features.

3.  Rights and Licenses

3.1 Grant of License. Subject to your compliance with these Terms and the Contentful Acceptable Use Policy (available at https://www.contentful.com/legal/us/aup/ (the “AUP”), Contentful grants to you a limited, nonexclusive, non-transferable, revocable, right to use the Contentful Preview Features in connection with Contentful Services you have subscribed to under a Subscription Services Agreement. This right includes those entities, such as your affiliates, that have the right to use Contentful Services under the Subscription Services Agreement. The rights granted are non-sublicensable regardless of whether you have a right to sublicense Contentful Services under the Subscription Services Agreement.  

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

(a) You 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 Preview Features;

(b) You will not transfer, distribute, resell, lease, license, or assign Contentful Preview Features or otherwise offer the Contentful Preview Features on a standalone basis, and, without limiting the foregoing, if you are an agency, you will only use the Contentful Preview Features on behalf of your clients of which you are an agency of record and which have authorized you to use the Contentful Preview Features on behalf of such clients within the scope of your other bona fide agency responsibilities for such clients;

(c) You will not (nor will you permit any third party to) use Contentful Preview Features in any manner that violates the AUP (or any other provision of these Terms);

(d) You will not otherwise use the Contentful Preview Features outside the scope expressly permitted hereunder;

(e) You will ensure that you and your users do not use temporary email addresses or share user accounts among multiple individuals, and you will permit Contentful to terminate the accounts of any users that violate these Terms or the AUP.

3.3 Ownership. Subject to limited rights expressly granted herein, all rights, title and interest in and to the Contentful Preview Features belong exclusively to Contentful or, in the case of Contentful AI Functionality where applicable, its third-party licensor.

3.4 Account Access. Subject to your permission, Contentful may access your account in Contentful Services to monitor or measure use of Contentful Preview Features and to provide services or support to maintain the Contentful Preview Features. 

3.5 Feedback. As reasonably requested by Contentful, you will provide suggestions, recommendations and other feedback related to Contentful Preview Features (“Feedback”). Contentful has full, unencumbered, irrevocable and perpetual right, title and license, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any Feedback, now or in the future.  

3.6 Aggregated Information. Contentful may aggregate, collect and analyze information relating to the provision, use and performance of Contentful Preview Features and may use (during and after the term hereof) such information to develop and improve Contentful Services, Contentful Preview Features and other Contentful offerings, including disclosure of such information to third parties in an aggregated and anonymized format such that neither you nor any individual or household can be identified or re-identified.

4. Contentful AI Functionality

To the extent the Contentful Preview Features include Contentful AI Functionality, the provisions of this section 4 shall also apply.

4.1 Contentful AI Functionality Restrictions. You agree that you will comply with and not violate or allow any other party to violate, the following third-party safety and usage policies (as may be updated from time to time): OpenAI Usage policies; the applicable terms within the OpenAI sharing and publication policy; as well as other enumerated requirements for certain uses. 

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

5.  Confidentiality

You acknowledge and agree that Contentful Preview Features may contain Contentful’s confidential, proprietary and/or trade secret information (“Confidential Information”). Such Confidential Information includes any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports that Contentful may have made available to you or that you have learned through access to and use of Contentful Preview Features. You may only use Confidential Information for the purpose of these Terms.  

You agree that you will use the Confidential Information solely in accordance with the provisions of these Terms and will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without express prior written consent of Contentful, except as otherwise permitted hereunder. However, you may disclose Confidential Information to your 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 you will provide Contentful with prior written notification thereof, will provide Contentful with the opportunity to contest such disclosure, and will use  reasonable efforts to minimize such disclosure to the extent permitted by applicable law. You agree 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, Contentful will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. You will promptly notify Contentful in writing if you  become aware of any violations of the confidentiality obligations set forth in this Agreement. Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of any act or omission by you or any recipient; (b) is rightfully received by you or a recipient from a third party not subject to obligation of confidentiality with respect to such information; or (c) is independently developed by you or a recipient without reference to any Confidential Information. 

At the earliest of either termination of these Terms or Contentful’s request, you will return to Contentful or destroy all Confidential Information in your possession. You will ensure that recipients comply with the same. 

6.  Disclaimer of Warranties

Contentful does not represent, warrant or guarantee that Contentful Preview Features are or will remain available, updated, complete, correct or secure, or that access to or use of Contentful Preview Features will be uninterrupted or error-free. The Contentful Preview Features are not ready for production, expected to contain defects, bugs or errors and are not expected to operate at the level of final, generally available offerings. Contentful Preview Features may be substantially modified prior to general availability or withdrawn at any time.

YOU EXPRESSLY AGREE THAT THE USE OF CONTENTFUL PREVIEW FEATURES IS AT YOUR SOLE RISK. CONTENTFUL PREVIEW FEATURES ARE PROVIDED BY CONTENTFUL ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, CONTENTFUL, AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CONTENTFUL, AND ITS AFFILIATES DO NOT WARRANT THAT CONTENTFUL PREVIEW FEATURES WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. 

CERTAIN JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. EXCLUSIONS OR LIMITATIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE NOT PROHIBITED IN THE APPLICABLE JURISDICTION.

7.  Indemnification

To the maximum extent not prohibited by applicable law, you will defend Contentful and its affiliates, employees, directors, shareholders and agents and those of its affiliates (each an “Indemnified Party”), against any claim, demand, suit or proceeding made or brought against any Indemnified Party by a third party arising out of or relating to (a) your use of, or activities in connection with, Contentful Preview Features, (b) any violation of this Agreement or third party terms (such as, where applicable, the Contentful AI Functionality Restrictions set out in 4.1 above); or (c) alleged violation of any third-party rights, including intellectual property rights, right of privacy or publicity (each of this subsection (a) through (c), a “Claim”). You will indemnify such Indemnified Party from and pay  any damages awarded against such Indemnified Party, such Indemnified Party’s reasonable attorney fees and costs related to a Claim, or for any amounts paid by such Indemnified Party in a settlement of a Claim approved by you in writing (such approval not to be unreasonably withheld, delayed or conditioned). You will also be liable to Contentful for any costs and attorneys’ fees Contentful incurs to successfully establish or enforce Contentful’s right to indemnification under this Section. The Indemnified Party shall provide you with (i) a prompt notice of the Claim, (ii) sole control of the defense and settlement of the Claim (except that you may not settle any Claim unless it unconditionally releases the applicable Indemnified Party of all liability), and (iii) reasonable assistance, at your expense.

8.  Limitations and Exclusions of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW 

1. CONTENTFUL’S (TOGETHER WITH ALL INDEMNIFIED PARTIES) MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, SHALL NOT EXCEED THE HIGHER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE FEES PAID BY YOU, IF ANY, FOR USE OF CONTENTFUL PREVIEW FEATURES IN THE 12-MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO LIABILITY,

2. CONTENTFUL (TOGETHER WITH ALL INDEMNIFIED PARTIES) HAS NO LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, OPPORTUNITY, GOODWILL, CONTENT, DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, AND

3. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH ANY CONTENTFUL PREVIEW FEATURES IS TO STOP USING THE APPLICABLE CONTENTFUL PREVIEW FEATURES.

THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY APPLY WHETHER THE LIABILITY IS IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER CONTENTFUL OR INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER ANY REMEDY OTHERWISE FAILS ITS ESSENTIAL PURPOSE. 

To the extent a disclaimer, limitation or exclusion of liabilities is not enforceable by mandatory applicable law, Contentful’s liability is limited and excluded to the greatest extent allowed by such applicable law.

THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

9.  Term, Termination and Survival

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

Termination and Suspension. You may disable your use of the Contentful Preview Features at any time through the account management tools made available through the Contentful Services. Contentful may disable, terminate or suspend your use of the Contentful Preview Features in the event you commit any material breach of any provision of these Terms (including the third-party safety and usage policies) and fail to fix that breach (if capable of remedy) within five (5) business days after written notice of that breach. The foregoing does not affect Contentful’s rights to Feedback. 

Survival. Sections 4, 5, 6, 7, 8, 10 and 11 and all obligations thereunder, shall survive any termination of this Agreement.

10.  Personal Data

10.1 To the extent Customer Content includes any information relating to an identified or identifiable natural person (including “personal data” under Regulation 2016/679 (the “GDPR”) and “personal information” under the California Consumer Privacy Act of 2018, as may be amended, supplemented or replaced from time to time, including the California Privacy Rights Act of 2020 (“CCPA”), the terms of the Contentful Preview Features Data Processing Addendum located at https://www.contentful.com/legal/privacy-at-contentful/data-processing-addendum-for-contentful-preview-features/ (the “Preview Features DPA”) shall apply to such personal data and shall be incorporated into these Terms.

10.2 To the extent the Contentful Preview Features include Contentful AI Functionality, you consent to OpenAI, LLC as a Sub-processor (as that term is defined in the Preview Features DPA) to provide the Contentful AI Functionality.

10.3 Contentful Preview Features (such as app and user interface extensions) may integrate with third-party services. You acknowledge and hereby consent to the sharing of personal data and possibly your Contentful Services account data and your content in Contentful Services with such third-party service providers. You will ensure that you have all necessary consents and permissions to do so and that you have familiarized yourself with the applicable third-party services, including their terms and privacy practices. You will ensure that you have the right to enable integration to such third-party services.

11. Miscellaneous 

11.1 These Terms.  

• terminate and supersede all prior or contemporaneous agreements on the subject matter hereof, 

• are governed by the laws and subject to the jurisdiction set out in the Subscription Services Agreement, and

• may be assigned in accordance with, and only together with, the Subscription Services Agreement.

11.2 Waiver. Failure by Contentful to enforce any provision or right under these Terms is not a waiver of such provision or right.  

11.3 Notice. Notices under these Terms must be given in accordance with the Subscription Services Agreement.  

11.4 Severability. If a court of competent jurisdiction determines that any provision of these Terms 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 these Terms will remain in full force and effect and bind the parties according to its terms.

11.5 Amendment. Contentful may amend or modify these Terms from time to time, in which case the new Terms will supersede prior versions. Contentful will notify you via e-mail or an in-app notification not less than 30 days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within 30 days from the sending of such notice, such non-objection may be relied upon by Contentful as your consent to such amendment. Contentful will inform you about its right to object and the consequences of non-objection in such notice. If you object to such amendment, you must do so in writing by written notice to Contentful delivered within such 30-day notice period, in which case Contentful may elect by written notice (which may be sent by email) to either (a) consider the amendment request rejected and have these Terms continue without such amendment or (b) terminate these Terms immediately. Subject to the foregoing, no amendment or modification to these Terms will be effective unless assented to in writing by both parties.

11.6 Relationship of the Parties. 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.

11.7 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, 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.