Contentstack Solution Partner Agreement (US) .docx (2)
The Contentstack Solution Partner Agreement (US) is a comprehensive legal contract between Contentstack Inc. and a designated Partner that establishes the parties’ participation in the Contentstack Partner Program. The agreement outlines the program’s purpose—enabling non‑exclusive solution partners to market, integrate, and sell Contentstack services and partner products—while defining the rights, obligations, and restrictions for each side. Key provisions include: (1) program structure, sandbox account provision, and registration of deals; (2) partner enablement resources and IP usage limits; (3) mutual anti‑bribery warranties and extensive restrictions on the Partner’s use of Contentstack IP, sandbox, and data; (4) mutual warranties, indemnification, and disclaimer of all other warranties; (5) limited trademark and marketing licenses with pre‑approval requirements; (6) liability caps (aggregate $10,000) and exclusions; (7) detailed confidentiality, privacy, and data‑protection obligations covering GDPR, UK GDPR, CCPA, and EU/UK Standard Contractual Clauses, including technical and organizational security measures (Exhibit 1); (8) term of twelve months with automatic renewal and termination rights; (9) assignment, notice, governing law (California), venue, and other general legal clauses; and (10) signatures and relationship‑manager contacts. The document is formal, neutral in tone, and serves as the governing framework for the commercial and technical relationship between Contentstack and its solution partners.
Topics
Program Structure and Sandbox Provision
Defines the Contentstack Partner Program, eligibility of Solution Partners, the free sandbox account for proof‑of‑concept work, and the registration process for deals (Registered Deals, Converted Clients).
Partner Enablement and Use of Contentstack IP
Specifies the access Partner receives to program content, marketing materials, and Contentstack IP, together with the extensive list of prohibited uses (sublicensing, reverse‑engineering, benchmarking, etc.).
Anti‑Bribery Warranties and Compliance Obligations
Mutual representations that neither party nor its affiliates have violated US FCPA, UK Bribery Act, OFAC rules, and commitments to maintain internal controls to prevent violations.
Warranties, Disclaimer, and Indemnification
Mutual warranties of authority, conflict‑of‑interest disclosures, Partner’s sandbox usage warranty, broad disclaimer of all other warranties, and mutual indemnification for third‑party claims arising from breach of specific sections.
Trademark License and Marketing Guidelines
Limited, pre‑approved license to use each other’s marks, requirements for co‑branding, hyperlink obligations, and prohibition on bidding on each other’s keywords.
Liability Cap and Exclusions
Aggregate liability limited to $10,000 per party, exclusion of punitive, indirect, and consequential damages, with specific carve‑outs for certain sections.
Confidentiality, Privacy, and Data‑Protection Regime
Defines confidential information, protection standards, and a comprehensive data‑protection framework covering GDPR, UK GDPR, CCPA, and EU/UK SCCs, including obligations of data controller, processor, and detailed technical/organizational security measures (Exhibit 1).
Term, Renewal, and Termination Rights
Initial twelve‑month term, automatic twelve‑month renewals, termination for convenience with 30‑day notice, immediate termination for breach or insolvency, and post‑termination obligations (return of IP, cessation of mark use).