Additional Terms for France

Version 2023.1.1

This Local Addendum forms part of the Contentsquare Master Service Agreement (the “Agreement”), and capitalized terms not defined have the meanings set forth in the Agreement.

With respect to Customers domiciled in France, Sections 6.2 (Payments, late fees, Attorney’s Fees), 8 (Warranties and Disclaimers), 10 (Limitation of Liability) of the MSA are deleted in their entirety and replaced with the following sections respectively:

6.2  Payments, Late Fees, Attorney’s Fees. All payments must be made by bank transfer, at the sole cost of the Customer. Contentsquare shall not bear the cost of Customer’s transactions fees related with its payment obligation under this Agreement. Without prejudice to any other rights Contentsquare may have, if Customer fails to make payment in accordance with this Agreement within ten (10) days of receipt of a written reminder to pay, then Contentsquare may: (a) charge interests, calculated at the rate of three times the statutory rate of interest in force at the time of the due date, from the due date until the date the overdue sum (plus applicable interest) is paid in full, together with a fixed charge of forty (40) euros to cover recovery costs, and/or (b) suspend access to all or part of the CS Service until such time as the overdue due (plus applicable interest) is paid. Where Contentsquare fails to amicably recover unpaid sums and interest due by Customer under this Agreement, all reasonable costs, fees (including attorney’s fees) or expenses incurred by Contentsquare arising out of Customer’s failure to pay pursuant to and in accordance with this Agreement shall be recoverable in full by Contentsquare from Customer.


8.1 Mutual Warranties.  Each of Customer and Contentsquare represents and warrants to each other that: (a) the Agreement has been duly executed and delivered 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 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.

8.2 CS Service Warranties.   Contentsquare warrants that: (a) during the applicable Term, the CS Service (other than Professional Services), when used by Customer as authorized under the Agreement, will perform substantially in accordance with the Documentation associated with such CS Service; and (b) Contentsquare will use commercially reasonable efforts to ensure that the CS Service does not introduce files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses into Customer's system. Customer’s sole and exclusive remedy for any breach of these warranties by Contentsquare is for Contentsquare to repair or replace the affected CS Service to make them substantially and materially conform, or, if Contentsquare determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the portion of the Order Form related to such affected CS Service.

8.3 Disclaimers. To the fullest extent permitted by law, except as expressly set out above in this Agreement (including the Service Level Agreement), Contentsquare (a) makes no, and hereby disclaims any and all warranties of accuracy, quality, performance, suitability and fitness for a particular purpose with respect to the CS Service ; (b) does not warrant that the CS Service is or will be error-free, uninterrupted, or meet Customer’s requirements. Customer has no right to make or pass on any representation or warranty on behalf of Contentsquare to any third party; or (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). Subject to the Service Level Agreement, access to and performance of the CS Service may be subject to limitations, delays, and other problems inherent to the use of the internet and electronic communications. Contentsquare shall not be responsible for any delays, performance issues, delivery failures, or other damage resulting from such problems. 


10.1 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 indirect damages arising out of or related to the Agreement, even if apprised of the likelihood of such losses.

10.2 Limitation of Liability. Except for: (a) the Parties’ express obligations under Section 9 (Third-Party Claims); (b) damages resulting from death or bodily injury, or physical damage to tangible real or personal property, caused by either Party’s negligence; and (c) damages resulting from either Party’s gross negligence or willful misconduct, 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 amounts paid by Customer for the CS Service during the twelve (12) month period preceding the first event giving rise to liability. Any amounts recovered by Customer against Contentsquare pursuant to statutory rights shall be aggregated with any other claims hereunder for purposes of the cap on damages set forth above. 

10.3 Further Exclusions.  Contentsquare shall have no liability for: (i) any damage resulting from any integration by Customer of Script(s) with Customer Site(s) and SDK(s) with Customer App(s); (ii) any damage caused by errors or omissions in any information, instructions or scripts provided to Contentsquare by Customer in connection with this Agreement; or (iii) any content published on a Customer Site(s) by, or on behalf of, Customer or any actions taken by Contentsquare at Customer's direction.