CONTENTSQUARE MASTER SERVICE AGREEMENT
– U.S. GOVERNMENT ADDENDUM
This U.S. Government Addendum (the “Addendum”) is incorporated into and forms part of the Contentsquare Master Service Agreement, which is generally available at https://contentsquare.com/legal/terms-conditions/ (or other such titled written or electronic agreement addressing the same subject matter) between Contentsquare and Customer (the “MSA”) and which governs the provision and use of Contentsquare products or services. Capitalized terms used but not otherwise defined in this Addendum shall have the meanings given to them in the MSA.
This Addendum applies to United States government customers, including entities of the United States Federal Government (“Federal”), as well as state, local, or public education entities created by law (including constitution or statute) of the applicable state (“SLED”). Federal and SLED customers are responsible for understanding the capabilities of CS Service(s) they have selected. Contentsquare acknowledges that statutes and regulations governing Federal and SLED customers may sometimes require that certain terms in commercial supplier agreements be limited and may be ineffective and inoperative. Therefore, to the extent the deviations set forth in this Addendum are required by applicable law, Contentsquare and Customer agree that the following provisions take precedence over any conflicting terms in the MSA:
1. Business Purpose/Grant of License. Contentsquare acknowledges that references to “business purpose” in the MSA includes government purposes authorized by applicable laws. Use of the CS Service for private, personal, or non-governmental purposes shall result in the waiver of this Addendum and the terms and conditions of the MSA shall apply without modification.
2. Public Disclosure Laws. Contentsquare acknowledges that Customer may be compelled to disclose certain categories of information meeting the definition of Confidential Information (as defined by the MSA) pursuant to applicable freedom of information and public disclosure laws (including, but not limited to, the Federal Freedom of Information Act and state equivalents). Contentsquare acknowledges that such Confidential Information, including the terms and conditions of the MSA, related Order Forms, statements of work, other attachments, or pricing information, may be disclosed to third parties upon request to the extent compelled by such laws; provided that, prior to any such disclosure, Customer provides prior notice to Contentsquare of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Contentsquare’s cost, if Contentsquare wishes to contest the disclosure.
3. Fees and Taxes. Contentsquare understands that Customer may be subject to applicable laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes.
4. Future Fees or Penalties. Any language in the MSA requiring a Federal Customer to pay any future fees, penalties, interests, or legal costs that would create an Anti-Deficiency Act violation (31 U.S.C. § 1341) is unenforceable against the Federal Customer and is hereby deleted.
5. Updating Terms. Contentsquare may unilaterally revise the MSA terms if such revisions are not material. A material revision is defined as terms that:
- change the Government’s rights or obligations;
- increase Government prices;
- decrease overall level of service; or
- limit other Government rights addressed elsewhere in the Agreement.
For revisions that will materially change the terms of the MSA, revised terms will be incorporated into the contract using a bilateral modification.
6. No Automatic Renewals. If any license or service tied to periodic payment is provided in the MSA (e.g., annual software maintenance or annual lease term), such license or service will not renew automatically upon expiration of its current term without prior express consent by an authorized Federal Customer representative.
- No Customer Indemnification Obligation. To the extent applicable law prohibits Customer from indemnifying Contentsquare, any terms or conditions in the MSA requiring Customer to indemnify Contentsquare shall be deemed void and not binding against Customer.
- Take Down Requirement. In the event of any Claims brought against Contentsquare alleging that Customer Data infringes or misappropriates a third party’s intellectual property rights or violates applicable Laws, or arising out of Customer's use of the CS Services in breach of the MSA, the Documentation, or applicable Order Form, Contentsquare may require, by written notice to Customer, that Customer delete from the CS Services any Customer Data, or cease use of the applicable CS Service, that is the subject of any Claims. Promptly after receiving any such notice, Customer will delete such Customer Data, or cease such applicable use of the CS Service, and certify such deletion or cessation to Contentsquare in writing. Contentsquare shall be authorized to provide a copy of such certification to the applicable claimant.
- Government Control of Defense. Any provision of the MSA requiring Contentsquare to defend or indemnify Customer is hereby amended, to the extent required by applicable laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the sole right to represent the respective Federal or SLED entity, as applicable, in litigation and other formal proceedings.
8. Controlling Law, Venue, Disputes, and Attorneys’ Fees. Notwithstanding anything in the MSA to the contrary:
- Federal. As it relates to Federal entities, the MSA and any disputes arising out of or related thereto shall be governed by U.S. Federal Law. Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal Law is hereby deleted and superseded by the forum or venue required by applicable Law. Subject to FAR 52.212-4(f) (Excusable delays), Contentsquare will not unilaterally revoke, terminate, or suspend any rights granted to the Federal Government except as allowed by the contract. If Contentsquare believes a Federal Customer is in breach of the MSA, it shall pursue its rights under the Contract Disputes Act or other applicable Law while continuing performance as set forth in Federal Acquisition Regulation 52.233–1 (Disputes) (or other applicable Disputes provision incorporated into the MSA).
- SLED. As it relates to SLED entities, the MSA and any disputes arising out of or related thereto shall be governed by the laws of the state pursuant to which Customer is created, or else the state in which Customer’s primary headquarters or main office is geographically located. With respect to all disputes arising out of or related to the MSA, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in such state.
- Attorneys’ Fees. Any language requiring Customer to pay Contentsquare’s attorneys’ fees is hereby deleted, unless such payment is explicitly provided by law or statute (e.g., Prompt Payment Act or Equal Access to Justice Act).
9. Intellectual Property. The technical data and software rights related to the CS Services include only those rights customarily provided to the public as defined in the MSA. The CS Services are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in this MSA and (where applicable) Contentsquare’s end-user license agreement(s) furnished with the CS Services. Customer may not agree to grant any rights in Contentsquare’s technical data inconsistent with this paragraph or the MSA. If Customer needs rights not granted under these terms, it must negotiate with Contentsquare to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any resulting agreement. This provision applies in lieu of and supersedes any Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, or other clause or provision pertaining to Customer’s rights in technical data, computer software, and computer software documentation.
10. Advertisements and Endorsements. Any provision allowing Contentsquare to use the name or logo of the Customer ordering activity to advertise or to imply an endorsement of Contentsquare’s products or services is hereby deleted. Unless specifically authorized by an ordering activity in writing, the use of the name or logo of any Government entity in advertisements and endorsements will not be used.
11. Inconsistent Terms. If any language, provision, or clause of the MSA conflicts or is inconsistent with the terms of this Addendum, the language, provisions, or clause of this Addendum will prevail to the extent of such inconsistency.