Contentsquare offers ‘Free’ and ‘Growth’ subscription packages for purchasing a license to access and use certain CS Services pursuant to the plans available on any of Contentsquare’s websites (the “Free Subscription” and “Growth Subscription” respectively, and together the “F&G Plans”). 

This Service Schedule shall be applicable to all licensing of CS Service under an F&G Plan through (a) an online purchasing portal (the “Online Subscription”) or (b) the execution of an Order Form.

1. DEFINITIONS

Unless otherwise defined in this Service Schedule for Free & Growth Plans (this “Service Schedule”), capitalized terms will have the meaning given to them in the Agreement. 

“You” or “Your”, when employed in this Service Schedule, shall mean the natural or legal person carrying out the Online Subscription on behalf of Customer.

All references made to the “Order Form” in the MSA shall, in the context of an Online Subscription, be deemed a reference to the applicable F&G Plan available on any of Contentsquare’s websites or purchasing portals.

2. SPECIAL TERMS

2.1 Customer Data, Personal Data, Visitor Data.

2.1.1. Notwithstanding the provisions of Section 5.4(d) of the MSA, the applicable Access Period is defined in the relevant F&G Plans published on the Contentsquare websites or, if applicable, in the Order Form.

2.1.2. The following Section 5.4(e) (Customer Data, Personal Data, Visitor Data) is added to the MSA: “The Customer retains a general right of instruction as to the scope of “Permitted Personal Data” processing, which may be supplemented with individual instructions so long as they comply with Applicable Data Protection Laws. Instructions are deemed to be provided by the Customer by way of selecting the desired product and/or the desired configuration of the product settings or by way of instructions communicated in writing to legal@contentsquare.com.”

2.2. Fees and Expenses.

2.2.1. Solely for the purposes of the F&G Plans purchased under an Order Form, Section 6.1 (e) of the MSA shall be replaced as follows:

“(...) (e) where the Session limits set forth in an Order Form are exceeded during any given twelve (12)-month period of the Term, Contentsquare may deactivate data collection.”

2.2.2. Solely for the purposes of Online Subscriptions, Section 6.1 of the MSA shall be replaced as follows:

“6.1. F&G Plans. The prices and features of the F&G Plans are subject to then-current purchase options or entitlements offered by Contentsquare in its sole and absolute discretion. Details regarding a purchased Subscription Plan, including allowances, usage metrics, fees, and other use and plan related information can be found on the relevant Packages and Pricing pages of Contentsquare websites or purchasing portals. Contentsquare reserves the right to change the prices for or alter the options applicable to F&G Plans available for purchase without prior notice, provided that for Customers on existing Growth Plans, such changes will only take effect upon renewal of such Growth Plan in accordance with section 7.2 of the MSA. For paid subscriptions, Contentsquare shall invoice Customer for the Fees in accordance with the selected F&G Plan; (b) the first invoice may be issued on the subscription date; (c) payment is due within thirty (30) days of issuance of the invoice; (d) all amounts shall be denominated and payable in the currency specified in the selected F&G Plan, and (e) where the Session limits (or any other entitlement) set forth in a F&G Plan are exceeded, Contentsquare may suspend data collection.”

2.3. Payments, Late Fees, Attorney’s Fees.

2.3.1. Solely for the purposes of Growth Subscriptions, Section 6.2 of the MSA shall be replaced as follows:

“6.2. Payments, Late Fees, Attorney’s Fees. All payments must be made by bank transfer or EFT payment if an Order Form has been executed by the Parties or by credit card in case of an Online Subscription, at the sole cost of the Customer. When Customer purchases an Online Subscription, Customer must provide accurate and complete information for a valid payment method that Customer is authorized to use. Without prejudice to any other rights Contentsquare may have, if Customer fails to make payment in accordance with this Agreement within five (5) days of receipt of a written reminder to pay, then Contentsquare may, subject to applicable law: (a) charge interest, accruing each day, at a monthly rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law on the overdue sum from the due date until the date the overdue sum (plus applicable interest) is paid in full, and/or (b) suspend access to all or part of the CS Service, including data collection, and the provision of any Professional Services until such time as the overdue amount (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.”

2.3.2. Solely for the purposes of Free Subscriptions, the following paragraph shall be added as Section 6.2 of the MSA:

“You may upgrade Your Online Subscription to Growth Subscription at any time during the Term, upon which Contentsquare will apply the applicable Fees.”

2.4. Additional terms for Free Subscriptions.

Upon initial registration for a Free Subscription via an online portal, Customer may, at Contentsquare’s discretion, be temporarily upgraded at no charge to a Growth Subscription for a period of fifteen (15) calendar days (the “Trial Period”). Upon expiration of the Trial Period, Customer shall have the option to (i) transition to a paid Growth Subscription, in which case Customer will be required to provide valid payment information, or (ii) revert to the Free Subscription.

2.5. Term and Termination.

Solely for the purposes of Online Subscriptions, Section 7.1 of the MSA shall be replaced as follows:

“7.1. MSA term and Online Subscriptions term. The Agreement, unless terminated earlier in accordance with the provisions of the MSA shall become effective on the date the Customer purchases an Online Subscription and accepts these terms, and shall continue until (i) the Customer’s Subscription Plan expires, or (ii) in the case of a Free Subscription, Customer deletes its Customer’s Account (the “Term”). Termination of the Agreement shall terminate any existing Online Subscriptions.

If Customer purchases a Growth Subscription (monthly or annual), Customer understands it will automatically renew for the same time period unless: (a) Customer cancels its Subscription Plan (or downgrades it to a Free Subscription) no less than five (5) days before the end of the then-current term for monthly subscriptions or thirty (30) days before the end of the then-current term for annual subscriptions; (b) Customer set its Account not to auto-renew; (c) Contentsquare terminates its Subscription Plan or Account in accordance with the Agreement; or (d) Contentsquare declines to renew Customer’s Subscription Plan. 

For the avoidance of doubt, for all Online Subscription with a committed term including an annual subscription, all fees are non-refundable and non-excusable.”

2.7. Limitation of Liability.

Solely for the purposes of the F&G Plans, Section 10.2 of the MSA shall be replaced as follows: “10.2. Limitation of Liability. Except for (a) damages resulting from death or bodily injury, or physical damage to tangible real or personal property, caused by either Party’s gross negligence; (b) damages resulting from either Party’s gross negligence or willful misconduct; and (c) Contentsquare’s right to collect unpaid Fees due hereunder, to the extent permitted by law, the total, cumulative liability of Contentsquare (and its Affiliates) arising out of or related to the Agreement will be limited to the total amount paid by Customer for the CS Service giving rise to the claim during the twelve (12) month period preceding the date of the first event giving rise to liability or $1,000.00, whichever is greater. The foregoing limitation will apply whether an action is in contract, tort (including negligence), breach of statutory duty, or any other legal or equitable theory. 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.”

3. MISCELLANEOUS

3.1. If You carry out an Online Subscription on behalf of a legal entity (such as Your employer or a client of Yours), You represent and warrant that : (a) You are of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction), and (b) You have the authority to bind that legal entity, in which case the term “Customer” in the MSA and this Service Schedule shall refer to such entity. Contentsquare shall not be held liable should a person without the necessary authorization enter into the Agreement for and on behalf of a legal entity.

3.2. Contentsquare may amend the MSA and this Service Schedule, including changing, deleting, or supplementing with additional terms and conditions from time to time in its sole discretion, including to reflect changes in applicable law. Contentsquare will post the revised terms on its website with a “Last Updated” date. Please review the websites on a regular basis to obtain timely notice of any revisions. Your use of the CS Service following the effective date of any modifications to the MSA or this Service Schedule will be construed as Your acceptance of the modified MSA or Service Schedule.

4. ADDITIONAL PRODUCT SPECIFIC SERVICE SCHEDULES REFERENCED

If Customer’s Subscription Plan includes Product Analytics and/or Voice of Customer, the Service Schedule for Product Analytics (Heap) and/or the Service Schedule for Voice of Customer will also apply to Customer’s use of the Subscription Plan.