Freemium Services Terms and Conditions
FREEMIUM SERVICES
Contentsquare may, but is not obligated to make certain Freemium Services (defined below) available to you at no charge, through written notice (e.g., email notification or in-product notification) or other communication to you. You may choose to try such Freemium Services in your sole discretion. The terms governing the Freemium Services set forth in these Freemium Services Terms and Conditions (the “Freemium Terms”) are effective as of the date of first access to such Freemium Services (the “Freemium Services Effective Date”) and by accessing such Freemium Services, you indicate that you have read, understood, and expressly agree to the Freemium Terms. In the event of any inconsistency or conflict between the MSA and these Freemium Terms, these Freemium Terms shall control with respect to the Freemium Services. The Freemium Terms only apply to the Freemium Services and not to any generally available Contentsquare products and servicese. Unless otherwise determined by Contentsquare, no Order Form is specifically required to enable your use of Freemium Services.
DEFINITIONS
“Freemium Services” means: a product, service or functionality provided by Contentsquare that may be made available to you to use, at no additional charge, which is designated as limited release, “freemium,” free access, or by a similar description.
“Freemium Services Period” means the term indicated on the registration page or program communication for such Freemium Services or such period as communicated to you by Contentsquare (whether as a part of the Freemium Services offering communication or otherwise).
RIGHT TO USE AND RESTRICTIONS
Right to Use. Subject to the terms set forth herein, Contentsquare grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Freemium Services during the Freemium Services Period for the purposes described by Contentsquare. Upon notice to you, Contentsquare may modify the permitted use of or suspend your access to any Freemium Services at any time and for any reason.
Access and Use Restrictions. You will not and will not permit any third party to: (a) rent, sell, license, assign, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form any portion of the Freemium Services other than granted by mandatory applicable law; (b) provide, dispose or disclose any information or data contained in or related to the Freemium Services to any third party in any form for any reason whatsoever, without Contentsquare’s prior written consent; (c) use the Freemium Services for your product development efforts, or otherwise exploit the Freemium Services for any other commercial purpose; (d) use the Freemium Services in any manner that violates the rights of any third party, purports to subject Contentsquare to any other obligations, or violates applicable laws and regulations; or (e) use or permit the Freemium Services to be used in any manner that is likely to damage, disable, overburden, or impair the Freemium Services or its related systems and networks.
Any extension of the Freemium Services beyond the Freemium Services Period or any access to non-freemium features will require the payment of fees and your acceptance of appropriate contract terms. Contentsquare reserves the right to modify or discontinue the Freemium Services at any time for any reason, upon reasonable notice to you.
OWNERSHIP AND FEEDBACK
Ownership. Contentsquare, its Affiliates, or its licensors own all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Freemium Services, including any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and provided hereunder. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO CONTENTSQUARE.
Feedback. You may from time to time provide ongoing recommendations, suggestions, ideas, derivations, enhancement requests or other feedback concerning the operational and functional capabilities of the Freemium Services (“Freemium Feedback”). To the extent that you choose to provide Freemium Feedback, you hereby assign to Contentsquare all right, title, and interest in and to any Freemium Feedback. You agree that Contentsquare is free to make unrestricted use, copy, modify, sell, distribute, sub-license, and create derivative works of the Freemium Feedback without any necessity of payment or attribution to you. Freemium Feedback will not be deemed your Confidential Information.
THIRD PARTY SERVICES
You may choose to obtain products or services and related materials that are provided, licensed, or supported by third parties (including open source software licenses) (“Third-Party Services”) for use with the Freemium Services. Certain Third-Party Services are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third-Party Services and you, and Contentsquare assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services. Specific license terms, notices, attributions, and other information about any open source or third party software included in the Freemium Services are available in: (a) the licensing file distributed with the Freemium Services; (b) the header files; or (c) the release notes. Third-Party Services are provided “AS IS” for your convenience only and Contentsquare makes no representation or warranty regarding the Third-Party Services and any modifications, improvements, enhancements, additions, or derivations thereto made or provided by Contentsquare, whatsoever.
YOUR RESPONSIBILITIES; DISCLAIMER OF CERTAIN OBLIGATIONS
Your Responsibilities. You are solely responsible for: (a) your and your Users’ activities that occur in relation to the Freemium Services; (b) ensuring that you and your users comply with these Freemium Terms; and (c) all data and content you use within the Freemium Services. A Freemium Service may, at any time and without prior notice, be updated, suspended, unavailable, or negatively affected by scheduled maintenance.
Disclaimer of Certain Obligations. Contentsquare has no obligation under this Agreement or otherwise to: (a) correct any bugs, defects, or errors in the Freemium Services or otherwise to provide any support, maintenance services, service levels, or uptime guarantees for the Freemium Services; (b) store, hold, export, return, or destroy any data or content after the Initial Term; and (c) create, distribute, or otherwise offer a non-freemium version of the Freemium Services. Contentsquare has no obligation to offer a non-freemium service to Customer or, unless otherwise agreed in writing, to offer any discounted pricing schedules or special terms in relation to such non-freemium service. A non-freemium service may perform in a manner significantly different from the Freemium Services. Accordingly, Customer acknowledges that any research or development performed, or business plans made, by Customer regarding or in reliance upon the Freemium Services is done entirely at Customer’s own risk.
You warrant that you comply with its obligations under applicable laws and regulations, including but not limited to, laws governing privacy and data protection. You should update your cookies & data privacy policies to reflect the information processed via the Contentsquare products, and if applicable, including accessibility information related to your properties visitors. You shall include on your properties: (i) a privacy policy that includes a link to the Contentsquare privacy policy and, when legally required, (ii) an appropriate notice and choice mechanisms that comply with relevant laws and regulations and, where applicable, with the specific requirements of the competent local supervisory authorities. When applicable laws and regulations require obtaining its properties visitors’ consent, you undertake to clearly inform visitors (a) that they can give or withhold consent to the implementation and the activation of the Contentsquare cookies or other tracking technologies, and (b) of the purposes of these trackers. You must also provide Contentsquare with proof of such information and/or consent upon request so that Contentsquare may rely on it at any time.
Freemium Services are not considered part of the “CS Service”, “Professional Services”, or similar terms under any other agreement you may have with Contentsquare.
MARKETING
Throughout and upon termination of the Freemium Services, you will provide material, statistics, quotes, or information related to your use of the Freemium Services for Contentsquare’s use in certain marketing activities and you agree that such information will not be deemed your Confidential Information.
TERM AND TERMINATION
Term of Freemium Services. These Freemium Terms commence on the Freemium Services Effective Date and will continue for the Freemium Services Period, unless earlier terminated as provided by this Section 8 or until you purchase a subscription plan for a non-freemium feature. Your access to and use of the Freemium Services is strictly limited to the Freemium Services Period. For continued access to and use of the Freemium Services, you will need to: (a) purchase a subscription plan subject to separate terms and conditions; and (b) enter into an order form specifying the purchase of such applicable feature.
Termination. Either Party may terminate these Freemium Terms with or without cause upon ten (10) days’ prior written notice to the other Party. Your license to use the Freemium Services terminates automatically on your breach of the license conditions or restrictions stated in these Freemium Terms. Upon termination of the Freemium Services, you shall immediately discontinue using the Freemium Services and shall uninstall or destroy all copies of the Freemium Services in your possession or control. Further, upon Contentsquare’s request, you will certify in writing that you are no longer in possession of the Freemium Services or any copies of the Freemium Services. For the avoidance of doubt, termination of these Freemium Terms will not terminate any other agreement between the Parties. The rights and obligations of the Parties set forth in Sections 2, 4 and 8 through 12 of these Freemium Terms shall survive termination of these Freemium Terms for any reason.
Effect of Termination. The termination of these Freemium Terms will not terminate other agreements you may have with Contentsquare.
CONFIDENTIAL INFORMATION
Definition of Confidential Information; Exclusions. Each Party hereby acknowledges that it or its employees may, in the course of performing its responsibilities under these Terms, be exposed to or acquire information that is proprietary or confidential to the other Party or its Affiliated companies or their clients or to third parties to whom such Party owes a duty of confidentiality. “Confidential Information” means any trade secrets or other information of either Party, whether of a technical, business or other nature that is disclosed to the other Party (“Receiving Party”), and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to the Receiving Party before receiving it from the disclosing party; (b) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the disclosing party; (c) is acquired by the Receiving Party from another source that did not receive it in confidence from the disclosing party; or (d) is or becomes part of the public domain through no fault or action of the disclosing party. Receiving Party agrees that, unless otherwise specifically provided herein or agreed by the disclosing party in writing, the Freemium Services and all performance data and test results, including without limitation, industry peers comparison relating to the Freemium Services, is Confidential Information of Contentsquare.
Restrictions and Obligations. During and after the Freemium Services Period, the Receiving Party will: (i) use the Confidential Information of the disclosing party only for purposes that are within the scope of these Freemium Terms; (ii) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (iii) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own confidential information of a similar nature.
THIRD PARTY CLAIMS
You will indemnify Contentsquare and its Affiliates and each of their respective employees, directors, agents, and representatives (“Indemnified Parties”) from, and defend the Indemnified Parties against, any actual or threatened third-party claim, or legal action or administrative agency action or proceeding (“Claim”) to the extent arising from or related to: (a) any alleged infringement of any third-party intellectual property rights by your data, content or Third-Party Services you obtain and use as part of your use of the Freemium Services; or (b) any breach by you of your obligations under this Section 10. Contentsquare will give you prompt written notice of a Claim and provide reasonable assistance with its defense. You will have sole authority to defend or settle a Claim at your expense, provided any such settlement does not impose ongoing obligations on the Indemnified Parties.
DISCLAIMER OF WARRANTIES
IT IS UNDERSTOOD THAT THE FREEMIUM SERVICES AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BY NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CONTENTSQUARE DOES NOT WARRANT THAT THE FREEMIUM SERVICES WILL FUNCTION WITHOUT INTERRUPTION, IS FREE OF MALICIOUS CODE OR THAT IT IS ERROR-FREE.
LIMITATION OF LIABILITY
IT IS UNDERSTOOD THAT THE FREEMIUM SERVICES ARE PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES. ACCORDINGLY, THE TOTAL LIABILITY OF CONTENTSQUARE ARISING OUT OF OR RELATED TO THE FREEMIUM SERVICES SHALL NOT EXCEED ONE THOUSAND ($1000) DOLLARS. CONTENTSQUARE’S SUPPLIERS AND LICENSORS SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES OR OTHERWISE. IN NO EVENT SHALL CONTENTSQUARE OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF CONTENTSQUARE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.