Additional Terms for USA, Canada and Mexico
This Local Law 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 the USA, Canada and Mexico:
(i) the following provisions shall be added to Section 11 (General) of the MSA:
a. 11.15 Export Trade. Customer agrees that its use and access of the CS Service is in compliance with all applicable laws, including export control and trade sanctions laws, rules, and regulations of the United States, European Union, and all other applicable jurisdictions and includes, without limitation, compliance with the U.S. Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry (“BIS”) and U.S. trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Customer represents and warrants that it will not export, re-export, or transfer any CS Service to any person (i) identified on, or owned or controlled (directly or indirectly) by, or acting on behalf of, any person identified on, any U.S., UK, EU, or other applicable prohibited party list (including, without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are administered by OFAC, the Entity List, Denied Party List, and Unverified List, which are administered by BIS, the sanctions lists administered by the UK His Majesty’s Treasury, and the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions) (collectively, “Prohibited Party Lists”); (ii) located, organized, or resident in a country or territory that is, or becomes subject to, an embargo by the United States, the United Kingdom, the European Union, or other applicable jurisdictions (such embargoed jurisdictions currently being Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine) (collectively, “Embargoed Countries”); or (iii) owned or otherwise controlled (directly or indirectly) by, or acting on behalf of, any person located or resident in an Embargoed Country. By using the CS Service, Customer and its Affiliates each represent and warrant that it is not located in an Embargoed Country and that it is not listed on, or 50% or more owned or otherwise controlled by persons on, any Prohibited Party Lists. Customer agrees to obtain any and all licenses, authorizations, or approvals, and to complete and submit any necessary reports and filings, which are required under U.S. and other applicable laws and regulations for the export, re-export, or transfer of any items incorporating CS Service, Contentsquare software or technology. Upon written request, Contentsquare can provide Customer with the relevant export control classification number of ContentSquare products.
b. 11.16 U.S. Government Rights. All CS Service, including Documentation, and any software as may be provided hereunder, are deemed to be “commercial computer software” and “commercial computer software documentation”. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the CS Service are acquired by or on behalf of a civilian agency, Contentsquare provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the CS Service are acquired by or on behalf of any agency within the DOD, Contentsquare provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service Schedule, this Section 11.14 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data.
(ii) Section 2.3 (Restrictions) and Section 9.2 (Third Party Claim – By Customer) of the MSA are modified as follows:
2.3 Restrictions. Shall include an additional section 2.3(g) as follows:
“(g) use, or allow the use of, the CS Service in violation of Section 11.15 (Trade Restrictions).”
9.2 By Customer. Shall be modified to delete subsection 9.2(b) in its entirety and include instead the following:
“ (b) any breach by Customer of its obligations under Section 2.3 (e) through (g) (Restrictions) or Section 4 (Confidentiality); or “.