These Contentsquare Evaluation Terms and Conditions (“Agreement”), set forth the terms and conditions pursuant to which you (“you” or “Company” or “Customer”) and Contentsquare (defined below) (together the “Parties”) agree to participate in a demonstration of certain SaaS tool(s) owned or licensed by Contentsquare and/or its affiliates (“CS Service”) with data and information provided by the Company in order for Company to evaluate the use and performance of the CS Service (the “Purpose”).

The Parties hereby agree to be bound by the terms and conditions of this Agreement, including any specific services terms, product details and any applicable license and/or subscription terms set forth in applicable CS Services Schedules located at https://contentsquare.com/legal/service-schedules/ and if applicable, Order Form(s), each of which become binding on the Parties and are incorporated into this Agreement upon acceptance of this Agreement..

This is a legal and enforceable agreement between you and the applicable Contentsquare contracting entity set forth in Section 12 (j) below (“Contentsquare”).

The CS Service is provided for the purpose of enterprise corporate use. By downloading, installing, activating, and/or otherwise using any part of a CS Service, you are representing to Contentsquare that you have the authority to bind that organization and to agree on behalf of such organization (therefore "you" and "your" will refer also to that organization) and that you have read and that you agree to comply with and are bound by the terms and conditions of this Agreement (in particular the limitation of liability at clause 10) and all applicable laws and regulations. Please print a copy of this agreement for your records.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU LACK AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS, THEN YOU MAY NOT USE ANY PART OF THE CS SERVICE.

1. Purpose.

   The Company wishes to evaluate the CS Service and Contentsquare has agreed to such evaluation solely in accordance with the Purpose and pursuant to the terms of this Agreement.

2. Definitions.

   1. “Confidential Information”

      means all information provided directly or indirectly by or on behalf of a Party and its Affiliates (the “Disclosing Party”), to the other Party and it’s Affiliate (the “Receiving Party”) before, on, or after the date of this Agreement, whether orally or in writing, which is of a confidential nature or which would be reasonably considered as being confidential. Confidential Information shall include information relating to this Agreement which is not generally known to the public, non-public financial information/data, business plans or methods, product roadmaps and pricing and other commercially sensitive information, marketing strategies, sales projections, supplier lists/names, and Customer Data. Confidential Information does not include information that: (a) was or becomes generally known to the public through no fault or breach of the Agreement by the Receiving Party; (b) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (c) was rightfully obtained by the Receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) was rightfully in the Receiving Party’s possession at the time of disclosure without restriction on use or disclosure; or (e) is disclosed by the Receiving Party with the Disclosing Party's prior written approval. For purposes of this Agreement, the Party disclosing Confidential Information is hereinafter referred to as the “Disclosing Party” and the Party receiving Confidential Information hereunder is hereinafter referred to as “Receiving Party.”

   2. “Customer Data”

      means, as applicable, (i) all forms of data, materials or information provided or inputted by Customer or authorized user in connection with the access or use of the CS Service; (ii) Visitor Data; (iii) User Data; and (iv) all information derived from the foregoing, including results of processing the foregoing through the CS Service.

   3. “Intellectual Property Rights”

      means any and all intellectual property rights including, patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress and get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor, mask work, and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property and industrial property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.

   4. ”Term”

      means the term that shall commence when the CS Service is provided to the Company and continue for a period of 30 days (unless a different period is agreed between the parties or is provided by Contentsquare in its sole discretion).

   5. “User Data”

      means, when applicable, the data relating to authorized users of the CS Service collected or received by Contentsquare in connection with such users’ access and use of the CS Service including, but not limited to, name, job position, job title, email address, password, IP address, cookie ID, usage and online behavioral data.

   6. “Visitor”

      means a visitor of the customer site(s) and/or the customer app(s).

   7. “Visitor Data”

      means the data relating to a Visitor that is processed by Contentsquare in connection with Customer’s use of the CS Service.

3. Confidentiality.

   1. Restricted Use and Nondisclosure.

      During and after the Term, the Receiving Party shall (a) use Confidential Information solely for the purposes of this Agreement, (b) not reproduce, disseminate, or disclose Confidential Information to any person, except at the request of Customer or to the Receiving Party’s or its Affiliates’ employees, authorized representatives, contractors and advisers who need to know the Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those in this Section 3, and (c) protect all Confidential Information with at least the same degree of care as it protects its own information of a similar nature.

   2. Required Disclosure.

      If the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party will give prompt written notice to the Disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the Disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

   3. Ownership.

      The Receiving Party acknowledges that, as between the Parties, all Confidential Information it receives from the Disclosing Party, including all copies thereof in the Receiving Party’s possession or control, in any media, is proprietary to and exclusively owned by the Disclosing Party. Nothing in the Agreement grants the Receiving Party any right, title or interest in or to any of the Disclosing Party’s Confidential Information. The Receiving Party’s incorporation of the Disclosing Party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

   4. Termination.

      Upon termination of this Agreement, each Party shall, within ninety (90) calendar days from the date of termination (or as otherwise mutually agreed as the retention period), return or destroy all Confidential Information received from the other Party, or created or received by a Party on behalf of the other Party, which are in such Party’s possession. Notwithstanding the foregoing, any Confidential Information that is stored on routine back-up media for the purpose of disaster recovery and subject to destruction in due course and any latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that are generally considered inaccessible without the use of specialized tools and techniques will not be within the requirements for return or destruction of Confidential Information as set forth by this paragraph but shall still be subject to the non-use and nondisclosure obligations hereunder.

4. Right to Use.

   Subject to the provisions of the Agreement, Contentsquare grants to Customer a worldwide, limited, non-exclusive, non-transferable, non-sublicensable and non-assignable (except as permitted herein) right and license during the Term, solely for its internal business purposes, and in accordance with the guidelines provided to Customer by Contentsquare, to: (a) access and use the CS Service; (b) implement and configure the Script(s) on the Customer Site(s) or the SDK(s) on the Customer Apps (as applicable). Customer will ensure that its authorized users shall comply with all of Customer’s obligations under the Agreement, and Customer shall remain responsible for their acts and omissions as though they were those of Customer. At the end of the Term, Contentsquare may disable the CS Service and any related JavaScript tags so that they shall cease to function.

5. Use Limitations.

   The CS Service may not be used for any purpose beyond the Purpose of this Agreement including, but not limited to, commercial use not contemplated expressly hereunder, and is subject to the following additional limitation(s): (i) usage shall be capped to 10 million page views or 2 million sessions (as the case may be); (ii) in the event Customer exceed the prescribed page view or session limitation Contentsquare may stop the data collection at any time and in its sole discretion ; and (iii) Company shall not, nor will Company allow its authorized users to (or attempt to): (a) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, timeshare or otherwise make any part of the CS Service available to third parties; (b) access or use the CS Service for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the CS Service, or (ii) allowing access to the account or the CS Service by a direct competitor of Contentsquare; (c) reverse engineer, decompile, disassemble, copy any of the CS Service or technologies, derive source code, object code, trade secrets or create any derivative works from or about any of the CS Service or technologies or use the output generated from the CS Service to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes (or attempt to do any of the same), except pursuant to Customer’s non-waivable rights under applicable law; (d) use the CS Service in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; (e) use the CS Service to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the CS Service or any host, network, or account related thereto or use any aspect of the CS Service components other than those specifically agreed or identified in an ordering document, even if technically possible; or (f) use the CS Service for purposes in violation of any laws applicable to Company’s use of the Services.

6. Proprietary Rights.

   1. CS Service.

      Contentsquare, its affiliates, and/or its licensors own all Intellectual Property Rights and other rights in and to the CS Service and documentation, any improvements, design contributions, or derivative works and any related knowledge or processes (including any machine learning algorithms output by the CS Service). All deliverables provided by or for Contentsquare in the performance of Professional Services, excluding Customer Data and Customer Confidential Information, are owned by Contentsquare and constitute part of the CS Service under this Agreement.

   2. Customer Data.

      Customer Data processed through the use of the CS Service is and will remain, owned by Customer. Customer hereby grants Contentsquare and its Affiliates a limited, revocable, non-exclusive, non-sublicensable, worldwide, royalty-free, right and license to process, transmit and use the Customer Data and any Intellectual Property Rights therein solely to the extent necessary to perform its obligations under this Agreement during the Term.

7. Data Processing Agreement.

   In respect of the processing of any Personal Data, the Parties agree that the provisions of Contentsquare’s standard Data Processing Agreement (located at:

   https://contentsquare.com/privacy-center/data-processing-agreement

   shall apply except where the Parties have agreed and executed a bespoke data processing agreement (either, together with its annexes, the “DPA”). Each Party agrees to comply with the terms of the DPA, which shall be incorporated into the Agreement by reference. Acceptance of this Agreement shall be deemed as execution of the DPA and the Standard Contractual Clauses incorporated by reference thereto.

8. Warranties

   1. Each of Customer and Contentsquare represents and warrants that: (a) the Agreement has been duly agreed and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; (b) no authorization or approval from any third party is required in connection with its execution of the Agreement; and (c) it shall materially comply with all applicable federal, state, local, court orders, or other laws and regulations applicable to the performance by it of its obligations under this Agreement or the use of the CS Service and shall obtain all applicable permits, consents and licenses required of it in connection with its obligations under this Agreement.

   2. Except as provided herein and to the fullest extent permitted by law, except as expressly set out above in this Agreement, Contentsquare (a) makes no, and hereby disclaims any and all, representations warranties, conditions and all other terms of any kind whatsoever with respect to the CS Service, scripts, SDKs, integrations, or documentation, whether express or implied, by operation of law, or statutory, oral or written, including, any warranties of accuracy, quality, performance, merchantability, suitability and fitness for a particular purpose; (b) does not warrant that the CS Service is or will be error-free, uninterrupted, or meet Customer’s requirements; and (c) is not liable for delays, failures or problems inherent in Customer’s systems or infrastructure or any inability, error or fault on the part of Customer in the installation or operation of the CS Service, SDK(s) and/or script(s). Contentsquare shall not be responsible for any delays, performance issues, delivery failures, or other damage resulting from such problems.

9. Third Party Claims

   1. By Contentsquare.

      Contentsquare shall defend and, in accordance with Section 9c (Procedures), indemnify Customer from and against, any finally awarded: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (each, a “Claim”) to the extent arising fromany infringement of any third-party intellectual property right occurring from Customer’s use of the CS Service as authorized under the Agreement. Notwithstanding the foregoing, Contentsquare will not be responsible for: (i) any Claim arising out of or in connection with Customer’s combination of CS Service with goods or services provided by third parties, including any Third-Party Services; (ii) adherence to specifications, designs, or instructions furnished by Customer; (iii) Customer’s modification of the CS Service not described in the documentation or otherwise expressly authorized by Contentsquare in writing; (iv) Customer’s failure to use any enhancements, modifications, or updates to the CS Service that have been provided by Contentsquare; or (v) Customer’s breach of the Agreement, Customer’s breach of applicable law, or Customer’s breach of any third-party rights, including but not limited to personal data and privacy rights.

   2. By Customer.

      Customer will defend and, in accordance with Section 9c (Procedures), indemnify Contentsquare and its affiliates from and against, any Claim to the extent arising out of or in connection with: (i) the use of the CS Service by Customer or its users in violation of the Agreement, the documentation, or applicable law; (ii) any breach by Customer of its obligations under Section 8 (Use Limitations) ; and (iii) the nature, origin, or content of all Customer Data processed by the CS Service.

   3. Procedures.

      The indemnitor’s obligations under clause 9a are conditioned upon the indemnitee: (i) promptly providing written notice of the third-party claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this clause except to the extent that the indemnitor is prejudiced by such delay); (ii) giving the indemnitor sole control of the defense and settlement of the third-party claim (although indemnitor may not settle any third-party claim unless it unconditionally releases indemnitee of all liability); and (iii) providing to indemnitor, at the indemnitor’s cost, all reasonable assistance. Notwithstanding the foregoing, the indemnity shall be free to participate in the defense of the third-party claim with its own counsel at its own cost.

10. Limitation of Liability

    1. Exclusion of Damages.

       To the full extent permitted by law, under no circumstances, and regardless of the nature of the claim, shall either Party (or their respective Affiliates) be liable to the other Party for loss of profits, loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, work stoppage or any consequential, incidental, indirect, special, cover, punitive, or exemplary damages arising out of or related to the Agreement, even if apprised of the likelihood of such losses.

    2. Limitation of Liability.

       Except for: (a) the Parties’ express obligations under Section 9 (Third-Party Claims) and (b) Contentsquare’s right to collect unpaid Fees due hereunder (if agreed under a mutually acceptable ordering document), to the extent permitted by law, the total, cumulative liability of each Party (and their respective Affiliates) arising out of or related to the Agreement will be limited to the greater of (a) amounts paid by Customer for the CS Service during the twelve (12) month period preceding the first event giving rise to liability and (b) one thousand (US $1,000) dollars.

11. Term.

    The term shall commence upon the Effective Date and continue for the Term. Upon expiration or termination of this Agreement: (i) all licenses granted hereunder shall terminate and Contentsquare may immediately cease providing any CS Service hereunder; and (ii) each Party shall, at its own expense, return or destroy at the other Party’s choice, any documentation or material in its possession belonging to the other Party related to this Agreement and certify in writing to the other Party that it has complied with this obligation.

12. General.

    1. Relationship of the Parties.

       This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

    2. Notices.

       Unless otherwise specifically indicated, all notices under this Agreement, the DPA or any ordering document, must be in English, in writing, and addressed as follows: (i) in the case of Contentsquare to legal@contentsquare.com, and (ii) in the case of Customer to the email address provided when entering into this Agrement, or such other address as either Party has notified the other, in accordance with this Section 19b.

    3. Amendments and Waivers.

       No modification of or amendment to the Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the Parties to the Agreement. No delay or failure to require performance of any provision of the Agreement shall constitute a waiver of that provision as to that or any other instance.

    4. Severability.

       If any provision of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.

    5. Assignment.

       Neither Party may transfer or assign any of its rights or obligations under the Agreement without the prior written consent of the other Party except that either Party may assign its rights and obligations under the Agreement to an affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the affiliate or purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void.

    6. Anti-Corruption.

       In connection with the CS Service performed under the Agreement and Customer’s use of the CS Service, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.

    7. Entire Agreement.

       The Agreement, and any documents it is comprised of or referred to herein, constitutes the final, complete and exclusive expression of the agreement between the Parties regarding the CS Service provided under the Agreement.

    8. No Representation or Further Obligations.

       Each Party agrees that its acceptance of this Agreement does not obligate it to enter into any further agreements or to proceed with any possible relationship or transaction with the other Party. None of the Confidential Information disclosed hereunder will constitute any representation, warranty, assurance, guarantee, or inducement with respect to the accuracy or completeness of any Confidential Information.

    9. Survival.

       The clauses of this Agreement which are expressed, or by their nature are intended, to survive beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

    10. Contentsquare Contracting Entity, Governing Law and Venue.

        Unless otherwise stated in an ordering document, the Contentsquare Contracting Entity, the governing law in any dispute or lawsuit arising out of or in connection with this Agreement and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. This Agreement is governed by the applicable governing law indicated below without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. Both Parties submit to the personal jurisdiction of the applicable courts indicated below.

AMERICAS

EUROPE, the MIDDLE EAST, or AFRICA

ASIA or the PACIFIC REGION