State_of_Ohio_MCSA0119_Contentful_MCSA_Final__1__Fully_Executed.pdf

Contentful Inc. MSSA v30Nov2022

Contract #MCSA0119 Page 1 of 28

MASTER SUBSCRIPTION AND SERVICES AGREEMENT (#MCSA0119)

This Master Subscription and Services Agreement #MCSA0119 is effective as of the date last signed below (the “Effective

Date”) by and between Contentful Inc. (“Contentful”) and the State of Ohio, through the Department of Administrative

Services (“State”), each a “Party” and, collectively, the “Parties.” The Parties hereby agree as follows:

1. Scope. Terms used, but not defined, in this section are defined in Section 2 (Definitions) below. This Master

Subscription and Services Agreement applies to Customer’s use of the Subscription Services offered by Contentful that are listed in one or more Service Attachments and Service Orders . Subscription Services are collectively referred to as the

“Contentful Services” and Service Orders are also referred to as “Provisioning Documents.” This Master Subscription and

Services Agreement, all executed Service Attachments, and all executed Provisioning Documents, including any incorporated attachments, addenda and exhibits, collectively constitute the “Agreement” or “Contract”. Any capitalized terms not defined in this Agreement will have the meanings attributed to them in the Service Attachments or the Provisioning Documents.

2. Definitions

i. “Affiliates” means any subsidiary, parent or sibling entity in a group of companies that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another entity of the same group of companies. Control means the direct or indirect ownership of 50% or more of the voting power or equity in an Affiliate or de facto control by an entity of the same group of companies of another Affiliate’s decision making.

ii. “Confidential Information” means any information or data disclosed by either Party marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential considering the nature of the information and the circumstances of disclosure. However, “Confidential Information” does not include any information which (a) is in the public domain through no fault of the receiving Party; (b) was known to the receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; or (d) is or was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

iii. “Customer” has the same meaning as Subscriber defined in Section 12.1.

iv. “Customer Content” means the content uploaded to and managed by Customer in the Subscription Services for publication purposes. Customer Content is part of Subscriber Data defined in Section 12.13.

v. “Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Contentful for the Contentful Services, as updated from time to time.

vii. “Service Order” or “Order” means that certain Contentful service order form mutually signed by the Parties that sets forth the applicable Subscription Services, subscription fees and subscription term.

viii. “Subscription Services” or “Services” means the cloud-based content management and publication platform as a service offering, including related programs, functions and services provided by Contentful to Customer (including, as applicable, Contentful APIs, Documentation and technical support made available by Contentful to Customer in connection with such services) set forth in the applicable Service Order, and any subsequent updates or upgrades of the foregoing.

3. Contentful Services

3.1 Provision of Subscription Services and License. Subject to the terms of this Agreement and the applicable

Service Order, Contentful will make the Subscription Services available to Customer, and hereby grants Customer a non-exclusive right to access and use the Subscription Services and Documentation during the term of the Service Order, including the right to write and execute software applications or websites (“Customer Applications”) that interface with the

DocuSign Envelope ID: 024EC617-73A4-4C53-9226-EFB986A5CC60

Contract #MCSA0119 Page 2 of 28

Subscription Services. Contentful will provide the Subscription Services in accordance with the Service Level Agreements located at https://www.contentful.com/legal/service-level-agreement/, a current version of which is set forth in the Service

Attachments, and the Security Standards located at https://www.contentful.com/legal/security-standards/, a current version of which is set forth in Attachment 1 of this Agreement, each of which is hereby incorporated by reference into this

Agreement. Contentful may update or modify the Service Level Agreement, Security Standards and the Acceptable Use Policy

(described in Section 3.2 below) from time to time during the term of the Service Order (collectively “Policy Updates”).

Provided that such Policy Updates do not materially negatively change or diminish Customer’s rights or create material additional obligations (other than as required by law) during the term of the Service Order term, such Policy Updates will take effect within thirty (30) days from the date such Policy Updates are published by Contentful. To the extent any Policy

Updates do materially negatively change or diminish Customer’s rights or create material additional Customer obligations

(other than as required by law), such Policy Updates shall not take effect until the next Service Order term, and only upon notification to the State and incorporation into this Agreement by written amendment.

3.2 Customer Responsibilities. Customer will (a) comply with the Contentful Acceptable Use Policy available at https://www.contentful.com/legal/acceptable-use-policy/, a current version of which is set forth in Attachment 2 of this

Agreement, which is hereby incorporated by reference into this Agreement; (b) be responsible for (I) all use of the

Subscription Services and Documentation under its account and (II) the accuracy, quality, integrity and legality of Customer

Content and Customer Applications; (c) use commercially reasonable efforts to (Y) prevent unauthorized access to or use of the Subscription Services via Customer Applications or Customer accounts and (Z) configure its systems in a way to reasonably prevent unauthorized users from accessing Customer Applications and Customer accounts; (d) notify Contentful promptly of any unauthorized access to or use of Subscription Services in breach hereof, (and Customer hereby permits Contentful to deactivate such compromised accounts or users); (e) back up any data and information used in conjunction with the

Subscription Services separately and at regular intervals; and (f) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to use the Subscription Services, including as set forth in the Documentation.

Customer will be solely responsible for its failure (and Contentful will have no liability for such failure) to maintain such equipment, software and services, or to use the current version of the APIs made available by Contentful or the current version of the software development kits (“SDKs”). SDKs are made available by Contentful on GitHub separately, as a convenience, but are not required for Customer’s use of the Subscription Services. With Customer’s permission (which may be by email or other reasonably documented means), Contentful may log into user accounts to debug the Subscription

Services.

3.3 Changes. Contentful may modify or republish the Subscription Services and reserves the right to discontinue individual features within the Subscription Services from time to time and will provide notice of such changes to Customer via the Subscription Services web portal/website. To the extent such changes result in a material reduction of overall functionality without a comparable replacement, Contentful will refund Customer a pro-rata portion of all prepaid fees associated with the discontinued Subscription Services for which no comparable replacement was provided.

4. Fees, Payment, Invoicing, and Revenue Share

4.1 Fees. All maximum applicable fees are set forth in the Service Attachment(s). A Subscriber will not be responsible for any fees not documented in or above the amounts listed in the applicable Service Attachment(s). Except for fees subject to a good faith dispute, Customer will pay in full to Contentful the fees set forth in the applicable Provisioning

Document. Additional usage fees for use of the Subscription Services above any applicable volume thresholds may be applied if included in the Service Attachments. Except as expressly set forth in this Agreement or in any applicable Provisioning

Document (a) fees are quoted and are due and payable in United States Dollars, net of taxes and will be invoiced on the start date of the applicable service period; (b) fees paid are non-refundable; and (c) payment obligations are non-cancelable except as set forth herein. Subscribers are not subject to increases in fees during the term of a Service Order. No increase in any

Service charge for any renewal terms may exceed 10% above the charge for the same Service in the previous term for that

Service. For any Service Order with a term (“Order Term”) that extends beyond the then-current term of this Contract, that

Service Order’s applicable fees may not increase until that Service Order is renewed. Subscribers are not responsible for any charges from Contentful’s third-party suppliers for any Services ordered under this Contract unless a Service Attachment expressly provides otherwise. In this regard, Contentful is the seller or reseller of all Services covered by this Contract and

Contract #MCSA0119 Page 3 of 28 any payments due to Contentful’s third-party suppliers for Services under this Contract are included in Contentful’s fees specified in the applicable Service Attachment.

4.2 Net of Taxes. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of Contentful or any of its

Affiliates. Unless Customer qualifies for a jurisdictional value added/sales/use excise or similar tax exemption and provides

Contentful with all necessary documentation Contentful may require (for example a valid certificate of Direct Pay Permit), and provided that Contentful separately states any such taxes on the applicable invoice, Customer will not withhold any Taxes from any amounts due to Contentful, except to the extent required under mandatory local law. In the event Customer is obliged to withhold taxes, Customer will inform Contentful accordingly in writing as soon as the obligation to withhold taxes becomes known and will assist Contentful at no charge in obtaining any mitigations, exemptions and/or refunds as may be available under any applicable law, including any double taxation treaties. In particular, Customer will provide Contentful, at no charge and in a timely manner, with any and all information, document or confirmation required for Contentful to avail itself of any exemptions, mitigations or reductions of any such withholding tax under any applicable law, including any double taxation treaties.

4.3 Billing. Invoices will be issued at the Service Order level.

Invoices must be submitted to the office designated on the purchase order as the "bill to address." Contentful must timely invoice for the Services (no later than 30 days after either the start of the Subscription Services. If a Subscriber does not receive a timely invoice, and subsequently either (i) fails to meet any federal funding deadlines for payment causing the

Subscriber to lose the federal funding to pay the invoice, or (ii) fails to meet any State deadlines for payment of fiscal year funds causing the Subscriber to lose the appropriation of funds to pay the invoice pursuant to R.C. 126.07, the Subscriber may be unable to pay. In such cases, the Subscriber will be entitled to deny payment of the invoice for Contentful delay.

A proper invoice must include the following information:

i. The purchase order number authorizing the delivery of Services, if a purchase order is required;

ii. This Contract number;

iii. Subscriber name and billing address;

iv. Name and address of Contentful as designated in this Contract;

v. Federal Tax Identification Number of Contentful as designated in this Contract;

vi. Invoice remittance address as designated in the Contract;

vii. A sufficient description of the Services to allow the Subscriber to identify the Services and perform an audit of the

Services, including dates of Services; and

viii. Clear statement of the total payment expected.

4.5 Payment. Unless otherwise stated in this Contract and in accordance with R.C. 126.30, payments for Services under this Contract will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice.

Contentful agrees to receive payment by electronic fund transfer (“EFT”) for Subscribers that rely on them to make payment.

Contentful will cooperate with Subscribers in providing the necessary information to implement EFT. The date the EFT is issued in payment will be considered the date payment is made, or if a Subscriber does not use an EFT process, the date its check or warrant is issued will be considered the date payment is made. Payment of an invoice will not prejudice a

Subscriber’s right to object to or question the invoice or other related matter.

4.6 Revenue Share. Contentful must pay to the State a share of the sales transacted under this Contract as a fee to the

State to cover the estimated costs the State will incur in administering this Contract and the Services offered under it

(“Revenue Share”). For purposes of clarification, “sales” in this section and for any reporting obligations under this Contract means the amounts paid by the State to Contentful under any Service Orders executed under this Contract as recorded in

OhioBuys.

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Contentful must remit the Revenue Share in U.S. dollars within 30 days after the end of the quarterly reporting period. The

Revenue Share that Contentful must pay under this Contract equals 2% of the total quarterly sales reported. The Revenue

Share must be included in the prices reflected in any Service Order and reflected in the total amount charged to a Subscriber, and Contentful may not add a surcharge to Service Orders under this Contract to cover the cost of the Revenue Share.

Contentful must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, Contentful must identify the payment as a “State of Ohio Revenue Share” and include this

Contract number, total report amount, and reporting period covered.

Contentful will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below.

Check remittance: Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance

Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments: To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue

Share” as the payment type and follow the on-screen prompts.

ACH Payments: If this payment method is approved by the State, the State will provide payment instructions to Contentful.

If the full amount of the Revenue Share is not paid within 30 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to Contentful under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the

Revenue Share. Additionally, if Contentful fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

4.7 Support and SLAs. Contentful’s support obligations are in addition to the SLAs in the Service Attachment(s).

Furthermore, the SLAs may provide for credits to the Subscribers even though Contentful is meeting its support obligations hereunder. Nothing contained herein will limit the application of any credits for failure to meet any SLAs in the applicable

Service Attachment(s).

5. Proprietary Rights and Confidentiality

5.1 Ownership Rights. As between the Parties, Contentful retains all right, title and interest in all its trademarks, service marks, logos and domain names (“Contentful Marks”) and patents, copyrights, trade secrets, and other intellectual property rights in and to all Contentful Services, and any and all related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback (as defined below), (collectively, “Contentful Technology”). Except for the express limited rights set forth in this Agreement, no right, title or interest in or to any Contentful Technology or Contentful Marks is granted to Customer. Customer retains all right, title and interest in all its trademarks, service marks, logos and domain names and no right, title or interest is granted to Contentful.

5.2 Feedback. Contentful has full, unencumbered right, title and license, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any suggestions or comments Customer provides for enhancements improvements, new features, additional functionality or any other feedback (collectively, “Feedback”) with respect to the Contentful Technology now or in the future. Feedback will not include any Customer Content or Customer Confidential Information.

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5.3 Customer Content and Customer Applications. Customer Content and Customer Applications are owned exclusively by Customer. Customer grants to Contentful a revocable, fully-paid, non-exclusive, worldwide license to copy, distribute and use Customer Content for the sole purpose of providing the Contentful Services to Customer.

5.4 Confidentiality. The receiving Party of the Confidential Information must treat the Confidential Information as such if it is so marked, otherwise defined as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interests of either Party, the public, other parties, or individuals or organizations about whom the disclosing Party keeps information. Title to the Confidential Information and all related materials and documentation remains with the disclosing Party. The receiving Party will use the Confidential Information of the other solely in accordance with the provisions of this Agreement and will not disclose, or permit Confidential Information to be disclosed, directly or indirectly to any third party without the other’s prior written consent, except as otherwise permitted herein. Either Party may disclose Confidential Information to its Affiliates, employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations at least as stringent as those herein; or as required by law, in which case the Party disclosing the other’s

Confidential Information to any third party will (if permitted by law and to the extent practicable) (a) provide the other with

(I) prior written notification thereof, and (II) the opportunity to contest such disclosure; and (b) use reasonable efforts to minimize such disclosure. Each Party will exercise due care in protecting Confidential Information from unauthorized use and disclosure and will promptly notify the other in writing if it becomes aware of any violations of confidentiality obligations set forth herein. If any Service delivered under this Contract contains data, documentation, or other written information that is confidential in nature and properly labeled as such, then it also will be Confidential Information for purposes of this section.

Contentful must assume that all State information, documents, data, source codes, software, models, know-how, trade secrets, or other material when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interest of the public, other contractors, potential contractors with the State, or individuals or organizations about whom the State keeps information is confidential. In addition, the receiving Party may not use or disclose any documents or records excluded by Ohio law from public records disclosure requirements. The State will keep all such Confidential Information in confidence and will not use it other than as authorized under this Contract.

The receiving Party’s obligation to maintain the confidentiality of the Confidential Information will not apply where the information:

i. Is or becomes publicly available without breach of this Contract,

ii. Is disclosed by the receiving Party with the written consent of the disclosing Party; or

iii. Is released in accordance with a valid order of a court or governmental agency, provided that the receiving Party:

a. Notifies the disclosing Party of such order immediately upon receipt of the order; and

b. Makes a reasonable effort to obtain a protective order from the issuing court or agency limiting the disclosure and use of the Confidential Information solely for the purposes intended to be served by the original order of production.

The receiving Party must return all Confidential Information provided by the disclosing Party, or if return of the Confidential

Information is not possible, destroy the Confidential Information upon termination or expiration of this Contract. Upon request, Contentful must provide certification or written confirmation to the State of such return or destruction of the

Confidential Information. The receiving Party will not violate its obligations of destroying Confidential Information to the extent it is located on electronic backup systems per receiving Party’s standard procedures for backing up data, and it is not easily accessible to receiving Party’s employees other than those employees whose duties relate to information technology support, on the condition that the confidentiality and nonuse obligations in this Contract will continue to apply to all

Confidential Information kept.

The parties agree that the disclosure of Confidential Information may cause the disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and the receiving Party agrees that in the event of a breach of the receiving Party’s obligations hereunder, the disclosing Party will be entitled to temporary and permanent injunctive relief to

Contract #MCSA0119 Page 6 of 28 enforce this Contract without the necessity of proving actual damages. This provision will not, however, diminish or alter any right to claim and recover damages.

This Contract, including all terms and conditions, pricing (unless specifically agreed to in writing between Contractor and a

Subscriber), and attachments or exhibits, is not Confidential Information.

5.5 Aggregated Information. Contentful may aggregate, collect, and analyze information relating to the provision, use and performance of the Subscription Services and may use (during and after the term hereof) such information to develop and improve the Contentful Services and other Contentful offerings, including disclosure of such information to third parties in an aggregated and anonymized format such that no Customer nor any individual or household can be identified or re-identified.

6. Warranties and Disclaimers

6.1 Contentful. Contentful warrants that: (a) it will, consistent with prevailing industry standards, maintain the

Subscription Services in a manner which minimizes errors in the Subscription Services; (b) it undertakes commercially reasonable efforts to monitor the Subscription Services, and Customer undertakes commercially reasonable efforts to monitor the Customer Content, for Computer Viruses, using a reputable brand of virus checking software, and each party shall notify the other immediately if it is determined that any code contains a Computer Virus and agrees to make every reasonable effort to ensure that any is removed. "Computer Virus" means: any computer code, programming instruction or set of instructions that are intentionally constructed with the ability to damage, destroy, interfere with or otherwise adversely affect computer programs, data files, or hardware or computer systems, including, but not limited to, any viruses, worms, trojan horses, logic bombs, time bombs, back doors or trap doors; but specifically excludes (i) anything designed to prevent or inhibit unauthorized use of any software; or (ii) the use of date-limited software, as used by either party in the ordinary course of its business. For the avoidance of doubt, provided each party has complied with these procedures, such party shall have no liability to the other party or any person claiming through it for any loss suffered by such party as a result of any

Computer Virus; and (c) the Subscription Services will substantially conform to the Documentation; (d) the functionality of the Subscription Services will not be materially decreased during a subscription term; (e) the Contentful Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards and the requirements of this Agreement; and (f) it has the authority to enter into this Agreement and the right and ability to grant the licenses in the Services.

6.2 Warranty Exclusions. The foregoing warranties shall not apply to any errors or defects in Contentful Services resulting in whole or in part from: (a) Customer’s use of the Contentful Services in a manner not conforming with the terms herein, including but not limited, any use of the Subscription Services in violation of the Acceptable Use Policy; (b) modification of the Contentful Services by or on behalf of Customer without Contentful’s express, prior, written consent; (c)

Customer Content, Customer Materials or Customer Applications; or (d) Customer’s use of any third party applications, portions of applications, products or services.

6.3 Customer. Customer warrants that it has the necessary right, title, license, consent, permission, waivers and releases to use, make available and distribute Customer Applications and Customer Content in connection with the

Contentful Services.

6.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE EXTENT NOT PROHIBITED

BY LAW, (A) CONTENTFUL DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES THAT THE

CONTENTFUL SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR WILL BE FREE OF VULNERABILITIES AND (B)

EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED OR

STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR

FITNESS FOR A PARTICULAR PURPOSE.

6.5 Warranty Remedies. Customer will notify Contentful of any Contentful Services non-conformance under

Section 6.1 (Contentful Warranty) without undue delay and in no case later than 30 days of the date on which the condition giving rise to the claim first arose. Provided that Customer notifies Contentful within such time and provides reasonable

Contract #MCSA0119 Page 7 of 28 evidence of the non-conformance, Contentful will correct the non-conformance at no additional charge. If Contentful cannot re-perform or correct such non-conforming Contentful Services as warranted within a reasonable time, Customer will be entitled to a reduction in fees proportionate to the non-conformity (and claim a refund of any prepayment exceeding the adjusted fees) or terminate the affected Provisioning Document immediately by written notice and shall be entitled to receive a refund of any prepayment for unused Contentful Services. The foregoing remedy is Customer’s sole remedy in case of a breach of the limited warranty above. Downtime of the Subscription Services is remedied exclusively in accordance with the

Service Level Agreement. Contentful must notify Customer and the State if it becomes aware of any non-conformance under

Section 6.1 without undue delay and in no case later than 30 days of the date on which the condition causing the non-conformance first arose and follow the correction process set forth in this section.

7. Indemnification by Contentful

7.1 Contentful will indemnify and defend (upon consultation with and approval by the Office of the Ohio

Attorney General) the State and Customers against any claim, demand, suit or proceeding made or brought against a

Customer by a third party to the extent alleging that the use of the Contentful Services or the Contentful Materials as permitted hereunder infringes or misappropriates a valid patent, copyright, trademark or trade secret (“Claim”) and will pay all damages and costs finally awarded against a Customer or as set forth in any approved settlement as a result of such Claim.

(a) The foregoing obligations of Contentful are subject to (i) Customer providing written notice to Contentful of such Claim within thirty (30) days of becoming aware of such Claim and furnishing Contentful with a copy of each communication, notice or other document relating to such Claim (provided that Customer’s failure to give such notice, or any delay in giving such notice, shall not relieve Contentful of its indemnification obligations under this Agreement except to the extent Contentful is actually prejudiced by any such failure or delay); (ii) Contentful having the sole and exclusive authority to defend and/or settle any such Claim upon consultation with and approval by the Office of the Ohio Attorney General

(provided that Contentful may not settle any Claim without Customer’s prior written consent – which consent will not be unreasonably withheld, conditioned or delayed – unless the settlement unconditionally releases Customer of all related liability); and (iii) Customer reasonably cooperates with Contentful in connection therewith.

(b) If the use of the Contentful Services or the Contentful Materials by Customer has become, or in Contentful’s opinion is likely to become, the subject of any Claim, Contentful may at its option and expense (i) procure for Customer the right to continue using and receiving the Contentful Services or the Contentful Materials as set forth hereunder; (ii) replace or modify the Contentful Services or the Contentful Materials to make them non-infringing (with comparable functionality);

or (iii) if the options in clauses (i) or (ii) are not reasonably and commercially practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees.

(c) Contentful and its Affiliates have no liability or obligation with respect to any Claim to the extent such Claim is caused by (i) compliance with designs, guidelines, plans or specifications provided by Customer; (ii) use of the Contentful

Services or the Contentful Materials by Customer not in accordance with the terms herein; (iii) modification of the Contentful

Services or the Contentful Materials by or on behalf of Customer without Contentful’s express, prior, written consent; (iv)

Customer Content or the Customer Materials, or Customer Applications; or (v) the combination, operation or use of the

Contentful Services or the Contentful Materials with other applications, portions of applications, products or services where the Contentful Services or the Contentful Materials would not by themselves be infringing. Contentful shall not be obligated or responsible for any settlement entered into or damages arising from admissions by Customer without Contentful’s prior written consent.

(d) THIS SECTION 7.1 STATES CONTENTFUL’S AND ITS AFFILIATES’ SOLE AND EXCLUSIVE LIABILITY AND

OBLIGATION, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY CLAIM RELATED TO INFRINGEMENT OR MISAPPROPRIATION

OF INTELLECTUAL PROPERTY RIGHTS TO THE EXTENT PERMITTED BY LAW.

7.2 Contentful must indemnify the State and Subscribers for all liability and expense resulting from bodily injury to any person (including injury resulting in death) or damage to State or Subscriber property arising out of the performance of this Agreement, provided that such bodily injury or property damage is due to the negligence or other tortious conduct of

Contentful, its employees, agents, or subcontractors. Contentful will not be responsible for any damages or liability for bodily

Contract #MCSA0119 Page 8 of 28 injury or property damage to the extent caused by the negligence or willful misconduct of the State, a Subscriber, its employees, other contractors, or agents.

7.3 Contentful shall be liable for direct damages and expenses resulting from a Security Incident (as defined in section 12.15 below), including, but not limited to, the following: (i) expenses for legally-required notification of impacted individuals; (ii) responding to inquiries from such notifications; (iii) government fines and penalties assessed against the State and/or Subscribers; (iv) mitigation measures, including 12 months of credit monitoring and identity theft protection for individuals impacted by a disclosure, to the extent required by law. and (v) other such expenses incurred by the State and/or

Subscribers as a result of the Security Incident. Damages under this section 7.3 will be considered direct damages under this

Agreement.

8. Limitation of Liability. The State and Subscribers’ combined total liability for damages, whether in contract, law, or equity, will not exceed two (2) times the amount of compensation payable to Contentful for the previous twelve (12) months of Service related to the Service Attachment and related Service Order under which the damages occurred, or the amount of direct damages incurred by Contentful, whichever is less. EXCEPT TO THE EXTENT PROHIBITED BY LAW, NEITHER PARTY WILL

BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ANY INDIRECT, EXEMPLARY, LOST PROFITS, LOST REVENUE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) FOR ERROR OR

INTERRUPTION OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF

BUSINESS OR DATA; OR (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CONTENTFUL’S LIABILITY FOR DAMAGES, WHETHER IN CONTRACT, LAW, OR EQUITY WILL NOT EXCEED TWO (2) TIMES THE CUMULATIVE AMOUNTS PAYABLE TO CONTENTFUL UNDER THIS

AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE, TO THE EXTENT SUCH LIMITATION DOES

NOT IMPOSE AN INDEMNIFICATION OBLIGATION ON THE STATE OR A SUBSCRIBER AND EXCEPT AS OTHERWISE SET FORTH

HEREIN. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION WITH RESPECT TO EACH PARTY DOES NOT APPLY TO

CUSTOMER’S PAYMENT OBLIGATIONS OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 7.1 AND 7.2. ANY

LIMITATION PROVISIONS CONTAINED IN THE DOCUMENTS AND MATERIALS INCORPORATED BY REFERENCE INTO THIS

CONTRACT ARE CONSIDERED STRICKEN AND OF NO FORCE AND EFFECT. NOTWITHSTANDING ANY OTHER LIMITATION

PROVISIONS, AND NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PURSUANT TO

OHIO REVISED CODE 9.27, CONTENTFUL AGREES THAT CONTENTFUL WILL BE LIABLE FOR ALL DIRECT LOSS OR DAMAGES DUE

TO THE NEGLIGENCE OR OTHER TORTIOUS CONDUCT OF CONTENTFUL UNDER THIS AGREEMENT, BODILY INJURY, DEATH, OR

DAMAGE TO PROPERTY OF THE STATE CAUSED BY THE NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT, FRAUDULENT

ACT, RECKLESSNESS, OR OTHER TORTIOUS CONDUCT OF CONTENTFUL OR CONTENTFUL'S EMPLOYEES OR AGENTS.

9. Term, Suspension, and Termination

9.1 Term. The term of this Agreement begins on the Effective Date and will remain in effect until September

30, 2028 unless earlier terminated in accordance with its terms. The State may renew this Agreement by issuing written notice to Contentful of the decision to do so. Renewals will be initiated by the State in writing before the expiration of the then-current term. Unless otherwise specified in the written renewal notice or in a Service Attachment, all Service

Attachments are renewed upon the renewal of this Agreement. Provisioning Documents under this Agreement t may be renewed as long as the applicable Service Attachment remains in effect. Any such Provisioning Document renewal is effective only on issuance of a purchase order from the Subscriber for the applicable Service.

9.2 Suspension. Contentful may suspend Customer’s account and access to the Subscription Services immediately on notice if (a) Contentful reasonably determines (i) Customer violated or is violating the Acceptable Use Policy;

or (ii) Contentful’s provision of any of the Contentful Services is prohibited by applicable law or has become impractical or unfeasible for any legal or regulatory reason, or (b) Customer intentionally fails to pay an undisputed invoice that the

Customer is not otherwise unable to pay within 30 business days after Contentful has provided Customer with a written reminder notice (of which email is sufficient) of late payment. Any suspension by Contentful of the Subscription Services as a result of subsection (a)(i) or subsection (b) of this section will not relieve Customer of its payment obligations hereunder.

Contentful will promptly lift the suspension upon Customer’s remedy of the triggering violation, as applicable.

Contract #MCSA0119 Page 9 of 28

9.3 Survival. Upon termination of this Agreement, all rights and obligations granted therein will immediately terminate except that any accrued rights and the following sections will survive: 4 (Fees and Payment), 5 (Proprietary Rights and Confidentiality), 6 (Warranties (only to the extent that any Service Order is still in effect beyond termination of this

Agreement) and Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 9 (Termination), 11 (General), and 12.26 (Use of

Name and Publicity).

9.4 Termination by the State. Contentful must comply with all terms and conditions of this Contract. If

Contentful fails to perform any one of its material obligations under this Contract (“Material Breach”) and fails to remedy such Material Breach (if capable of remedy) within 30 days after written notice of such Material Breach, it will be in default, and the State may proceed in any or all of the following ways:

i. The State may terminate this Contract, the applicable Service Attachment(s), and/or the affected Service Order(s) under this Contract and Contentful will provide a pro-rata refund of any prepaid fees for unused Services by Subscribers;

ii. The State may instruct Subscribers to withhold payment for any affected Service until Contentful cures the noncompliance or the Parties agree on the corrective action Contentful must take to cure the noncompliance; and/or

iii. The State may file a complaint for damages with a court of competent jurisdiction in Ohio.

The State may also terminate this Contract or any Service Attachments (not Service Orders) for its convenience with 60 days written notice to Contentful.

If the termination of the Contract, any Service Attachment(s), or any Service Order(s) is for cause, then neither the State nor any Subscribers will be liable for any further fees except those due and owing as of the effective date of termination.

Upon termination of this Contract, all rights of the Subscribers to order new Services cease and Contentful may not fulfill any new Service Orders for any Subscriber under this Contract. All existing Service Attachments under this Contract will also terminate. However, any existing Service Orders under this Contract in effect at the time of termination or expiration of this

Contract will remain in effect under the terms of this Contract for the full term of the Service Order, unless otherwise terminated by the Subscriber as provided herein. Additionally, no termination or expiration of this Contract will affect a

Subscriber’s right to receive Services for which the Subscriber has paid before the expiration or termination, unless Contentful provides a pro-rata refund for such Services.

9.5 Termination of Orders by Subscriber or Contentful. Under this Contract, specific Service Orders also may be terminated by either a Subscriber or Contentful, as follows:

i. By a Subscriber. A Subscriber’s funds may be contingent upon the availability of lawful appropriations. If a

Subscriber’s funds are contingent upon the availability of lawful appropriations by the Ohio General Assembly or any third party providing funds, and the General Assembly or third party providing funding fails at any time to continue funding for the payments or any other obligations due by a Subscriber under a Service Order, the Subscriber’s obligations with respect to that Service Order will terminate as of the date the funding expires, and the Subscriber will have no further obligation with respect to such Service Order.

If a termination of any Service is for cause or non-appropriation of funds, as described above, the Subscriber will not be liable for any further fees. If the termination is for Material Breach, Contentful will provide a pro-rata refund of any prepaid fees for unused Services.

ii. By Contentful. If a Subscriber materially defaults in the performance of any of its duties or obligations under this

Agreement, Contentful must give the Subscriber written notice of such default and a reasonable opportunity to cure the default (if curable), no less than 30 days. If the Subscriber cures the default within the prescribed timeframe or is making good faith efforts to cure the default, the applicable Service Order will remain in full force and effect. If a Subscriber fails to

Contract #MCSA0119 Page 10 of 28 cure the default, Contentful may terminate the affected Service(s) provided to that Subscriber under this Contract by giving at least 30 days prior written notice of the termination. Upon a termination for cause, the Subscriber will remain responsible for any accrued but unpaid fees as of the termination date of the applicable Service(s).

10. Data Security. Contentful shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Subscription Services and Customer Content in accordance with the Contentful Security Standards in Attachment 1. Neither the State nor a Subscriber will not include any personal data or personal information governed by

Regulation 2016/679 (the "GDPR") or the California Consumer Privacy Act of 2018, California Civil Code Section 1798.100 et.

seq., as amended (“CCPA”). Contentful may engage Contentful Affiliates and third party sub-processors currently listed at https://www.contentful.com/legal/us/sub-processors/privacy/ to process personal data on Contentful's behalf in order to provide the Contentful Services.

11. General

11.1 Compliance with Laws. Each Party agrees to abide by all laws, ordinances and regulations (whether international, federal, state, local or provincial) to the extent applicable to its performance under this Agreement. To the extent any provision of this Contract conflicts with any such law, rule, order, or regulation, that law, rule, order, or regulation will supersede the conflicting provision of this Contract.

11.2 Export Compliance. Each Party will comply with applicable export control and economic sanctions laws and regulations when providing or using the Contentful Services, Contentful Materials or Customer Materials. Without limiting the foregoing, (i) Customer warrants that neither it nor any party that wholly or partially owns Customer is listed on or acting on behalf of and will not act on behalf of any E.U. or U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to an E.U. or U.S. government embargo or that has been designated by the E.U. or the U.S. government as a “terrorist supporting” country (an “Embargoed Jurisdiction” currently

Afghanistan, Cuba, Crimea, Iran, North Korea, Syria and Venezuela), (ii) Customer will not (and will not permit any third parties

to) access or use the Contentful Services or Contentful Materials from an Embargoed Jurisdiction or in violation of any E.U.

or U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to Contentful or in the Contentful Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

11.3 Assignment; Delegation. Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent (i) to a successor to all or substantially all of its assets or business with written notice to the other Party; or (ii) to an Affiliate of such

Party with written notice to the other Party. In addition, Customer agrees that Contentful may perform its obligations through an Affiliate, provided that Contentful remains responsible for its obligations hereunder and liable for such Affiliate’s performance as if it were Contentful and subject to the requirements of Section 12.7 (Subcontractors). Any attempted assignment, delegation or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, this

Agreement will be binding on the Parties and their respective successors and assigns.

11.4 Amendment; Waiver. Except as expressly stated herein, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless executed in writing by a duly authorized representative of each Party. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of present or future enforcement of that or any other provision. The Parties agree that no so-called “shrink-wrap” or “click-wrap” or “click-through” agreements or license terms (collectively “Alternative License Agreements”) shall apply to the Subscription Services provided to Customer under this Agreement. In the event that Alternative License Agreements related to the Subscription

Services are made available to Customer, the terms and conditions of this Agreement shall prevail and the terms of such other Alternative License Agreements shall have no force or effect.

11.5 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated

Contract #MCSA0119 Page 11 of 28 intention of the Parties, while the remainder of the Agreement will remain in full force and effect and bind the Parties according to its terms.

11.6 Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of Ohio, USA, exclusive of its rules governing choice of law and conflict of laws. The United Nations Convention on Contracts for the

International Sale of Goods will not apply. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Ohio and the Parties hereby consent to the personal jurisdiction of these courts. In the event of actual or threatened breach of confidentiality obligations or the Contentful Acceptable Use

Policy, the non-breaching Party may seek specific performance, immediate injunctive and other equitable relief in any competent court without prejudice to any other rights or remedies.

11.7 Notices. Contentful may give general notices for Subscription Services applicable to all customers via a notice on the Subscription Services web portal/website. Any legal notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Service Order. Notices to Contentful must be sent to the following address: Contentful Inc., 1801 California Street, Suite 4600, Denver, CO 80202, Attn: Legal with a copy, which shall not constitute Notice, to legal@contentful.com, or such other address as Contentful specifies. Notices to the State must be sent to the following address: Department of Administrative Services, Enterprise IT Contracting, 4200 Surface Road, Columbus, Ohio 43228, Attention: IT Deputy Chief Procurement Officer with a copy to das.statepurchasing@das.ohio.gov with the subject “Notice to State under Contract #MCSA0119. Notices of any information security or privacy incidents must be immediately reported to the State’s Customer Service Center via phone at 614-644-6860 and email at csc@ohio.gov. Day to day operational and business messages may be sent by email.

11.8 Entire Agreement. This Agreement, including Service Attachments and linked terms incorporated by reference, comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior and…