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Strapi CMS Terms

Enterprise Edition Software License Agreement (ESLA)

Effective as of 18 March 2026


THIS STRAPI ENTERPRISE EDITION SOFTWARE LICENSE AGREEMENT (“MASTER AGREEMENT”) IS A LEGAL AGREEMENT MADE AS OF THE ORDER EFFECTIVE DATE REFERENCED IN THE ORDER (IF YOU HAVE EXECUTED AN ORDER), THE DATE OF PURCHASE IF THE SUBSCRIPTION IS EXECUTED ONLINE VIA CHECKOUT, OR AS OF THE SUBSCRIPTION RENEWAL DATE IF YOU HAVE RECEIVED AN EMAIL REFERENCING THESE TERMS WITH A RENEWAL LICENSE KEY FOR RENEWAL OF YOUR SUBSCRIPTION (“EFFECTIVE DATE”). THIS AGREEMENT IS ENTERED INTO BETWEEN THE CUSTOMER NAMED AT CHECKOUT OR IN THE ORDER (AND IF A RENEWAL OF AN ORDER, THE CUSTOMER THAT WAS NAMED IN THE ORIGINAL ORDER) (“CUSTOMER”) AND STRAPI, INC. WITH A PRINCIPAL PLACE OF BUSINESS LOCATED AT 548 MARKET ST, PMB 60577, SAN FRANCISCO, CALIFORNIA 94104 (“STRAPI”). CUSTOMER AND STRAPI ARE THE “PARTIES” AND INDIVIDUALLY A “PARTY”.

IF CUSTOMER HAS PURCHASED THE SUBSCRIPTION VIA THE SELF-CHECKOUT, EXECUTED AN ORDER WHICH REFERENCES THESE TERMS OR IF CUSTOMER HAS RECEIVE AN EMAIL REFERENCING THESE TERMS FOR RENEWAL OF ITS SUBSCRIPTION TO THE SOFTWARE WITH A LICENSE KEY FOR SUCH RENEWAL, THEN, NOTWITHSTANDING ANYTHING ELSE, BY SIGNING SUCH ORDER, COMPLETING THE SELF-CHECKOUT, OR BY USING THE LICENSE KEY AND ACCESSING THE SOFTWARE THEREAFTER, CUSTOMER IS CONSENTING TO AND AGREEING TO BE BOUND BY THIS MASTER AGREEMENT AS OF THE EFFECTIVE DATE.

THE RIGHTS TO THE SOFTWARE GRANTED HEREIN AND OBLIGATIONS TO DELIVER ANY SERVICES ARE EXPRESSLY CONDITIONAL ON CUSTOMER'S ASSENT/CONSENT TO THIS MASTER AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY CUSTOMER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE SPECIFIC TERMS.

IF YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS MASTER AGREEMENT ON BEHALF OF CUSTOMER OR IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS MASTER AGREEMENT, YOU AND THE CUSTOMER ENTITY YOU REPRESENT (IF ANY) SHOULD NOT EXECUTE THE ORDER AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE OR ALLOW ANY USER TO ACCESS OR USE LICENSE KEYS PROVIDED OR ANY PART OF THE SOFTWARE AND YOU SHOULD NOT SCHEDULE OR ACCEPT ANY SERVICES (IF RELEVANT).

CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS PURCHASE OF THE SUBSCRIPTION AT CHECKOUT, ITS EXECUTION OF AN ORDER REFERENCING THESE TERMS OR ITS USE OF A THE LICENSE KEY REFERENCED IN AN RENEWAL EMAIL TO ACCESS THE SOFTWARE CONSTITUTES ITS ASSENT /CONSENT TO THIS MASTER AGREEMENT. IF CUSTOMER DOES NOT WISH TO ASSENT/CONSENT TO TERMS IT SHOULD NOT COMPLETE THE CHECKOUT, SIGN THE ORDER OR USE THE LICENSE KEY TO ACCESS THE SOFTWARE.

THE PARTIES AGREE THAT THE FOLLOWING TERMS APPLY AND ARE AGREED AND ACCEPTED REGARDING THE ACCESS AND USE OF STRAPI SOFTWARE (AS DEFINED BELOW) AND DELIVERY OF RELATED SERVICES, EACH TO THE EXTENT IDENTIFIED IN THE ORDER (OR THE RELEVANT RENEWAL EMAIL).

For the Terms and Conditions for our Cloud hosting platform, please refer to: https://strapi.io/cloud-legal For the Supplementary Terms for AI, please refer to: https://strapi.io/ai-terms

1. Definitions

“Affiliate” means any entity Controlling, Controlled by, or under common Control with a Party. “Agreement” means this Strapi Enterprise Software License Agreement, including all the attachments and exhibits hereto, Statement of Work(s), and any terms incorporated by reference herein. “Authorized Reseller” means any party who purchases the Software and/or Professional Services for the purpose of reselling or providing them to third parties. Authorized Reseller is subject to the terms of this Agreement and the Strapi Reseller Agreement available at https://strapi.io/strapi-reseller-agreement. “Control” and its grammatical variants mean (i) a general partnership interest in a partnership, (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors, or (iii) the power to direct or cause the direction of the management and policies of such entity whether by contract or otherwise, provided that for Customers that are French entities then “control” shall have the meaning defined under article L.233-3 of French Commercial Code. “Customer Content” means the software, applications, data, files, text, images, audio, video, photographs, and other content and material, in any format, stored, linked, made available, inputted, delivered, or otherwise uploaded by Customer and/or Users to or through the Strapi Software, including Third Party Materials stored, linked, made available, inputted, or otherwise delivered to or through the Strapi Software by Customer or Users. For clarity, and notwithstanding any of the foregoing, Customer Content specifically excludes any component of the Software, Usage Data, License Telemetry Data, and/or Documentation or other materials made available by Strapi. “Customer Software Modifications” means any modification or derivative work of the Software (or portions of the Software or Documentation) created by or on behalf of Customer and in compliance with the license rights granted herein. “Documentation” means applicable Strapi end-user documentation made available by or on behalf of Strapi to its licensees of the Software as such documentation is updated from time to time during the Subscription Term (which definition specifically excludes any marketing or promotional materials); As of the effective date, the Software’s Documentation is available at https://docs.strapi.io/developer-docs/latest/getting-started/introduction.html. “Environment” means a specific system or workspace with a collection of hardware, software tools, and processes that is used by software developers for a specific purpose such as to develop, stage, test, deploy, host and/or backup software applications, products or systems; for example, a staging Environment, a testing Environment, a deployment Environment, a production Environment, a backup Environment are all examples of Environments. “Intellectual Property Rights” means any patents, copyrights, trademarks, industrial designs, trade secrets, confidential information, and all other proprietary rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world. “Internal Business Purposes” means the access and use of the Software by Customer and its Users in compliance with the Documentation and in compliance with the limitations and restrictions of this Agreement and the Order on behalf of and for the benefit of Customer (and/or Customer’s Affiliates), solely to manage Customer Content which is owned or licensed by Customer (and, where applicable, Customer’s Affiliates) solely for Customer’s (and, where applicable, Customer Affiliates) internal use and benefit in connection with the Project initiated within the Software as part of the subscription purchased, including, where applicable to display content to third party customers of Customer or Customer Affiliates in connection with such Project(s). “Malicious Code” means any software, code, file, program or content that is designed to prevent, impair, or otherwise adversely affect the operation of, the access to or the reliability of any computer software, hardware, network, telecommunications service, equipment, service, content, or device; Examples of Malicious code includes a virus, trojan horse, worm, spyware, malicious, or similar code or content. “Order” means an ordering document, invoice or form (whether in written format or online form or invoice, direct or indirect via an Authorized Reseller) that identifies the commercial terms of the purchase, namely, for example, the Strapi products and/or services ordered, the applicable Subscription Parameters or any other restrictions or limitations on use, the Subscription Term, and any pricing and payment terms relating to the same (each as relevant). Multiple Orders may apply if additional subscriptions, products, or services are purchased, provided that, unless expressly stated otherwise, terms specified in an Order shall be relevant only to that Order. When the Subscription is purchased via the self-checkout portal, the Order will identify only the Plan, Seat quantity, and other add-ons purchased and the renewal date of the next charge. "Plan" refers to the specific subscription offering provided by Strapi that outlines the features, services, usage limits, pricing, and Subscription Term duration available to a Customer. Each Plan is designed to meet different needs and may be subject to unique terms as detailed at the time of purchase or as described on our website, marketing or support materials. “Project” is defined as a unique configuration of the Strapi Software, producing a unique Strapi API and resulting in a unique content model structure (backend and frontend) which is deployed and managed by or on behalf of Customer and Customer Users for Internal Business Purposes. For clarity, if additional instances of the Software (with identical configuration) are deployed on multiple Environments or scaled on several Environments or scaled on several instances on a localhost or under the same subdomain, producing the identical Strapi API and content model structure (backend and frontend), then, for purposes of this Agreement all such instances of the Software will be deemed to be related to the same Project. In contrast, if Software is configured even slightly differently to create a second slightly different Strapi API and/or content model structure, this will be deemed a use of the Software for a new or different Project. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. “Reverse Engineer” means any act of reverse engineering, translating, disassembling, decompiling, decrypting, or deconstructing data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code) or services or any method or process of obtaining or converting any information, data or software from one form into a human-readable form. “Representative(s)” means, in relation to a Party, (i) such Party’s Affiliates, (ii) the employees of such Party and/or such Party’s Affiliates, and (iii) contractors, subcontractors, agents of such Party, and (iii) in the case of Customer, such definition includes the Users.
“Seat” means a registered account for Users of the Software, which may be occupied by a single active User at any given time on any given instance of the Software on any Environment. “Statement of Work” or “SOW” means any document provided by or on behalf of Strapi outlining the Professional Services to be delivered by or on behalf of Strapi, if any, which references this Agreement (or an Order placed under this Agreement). “Strapi API” shall mean the application programming interfaces created as a result of the Customer’s use of the Software and which is associated with a single Project. “Strapi Software” or “Software” means the “Enterprise Edition” of Strapi’s headless content management software, which includes all source code, software, plugin(s), extension(s), sample code, sample scripts, documentation and other proprietary materials made available by Strapi via https://github.com/strapi/strapi. For clarity, the Enterprise Edition of the Strapi Software includes: 1) all the components included in the free "Community Edition" of the Strapi Software (which includes all code made available by Strapi via https://github.com/strapi/strapi except that which is available under any "ee/" folder or any directory and its subdirectories which states the Enterprise License apply) and 2) the extensions that are only available as part of the Enterprise Edition of the Strapi Software (all code made available by Strapi via https://github.com/strapi/strapi available under any "/ee/" folder or any directory and its subdirectories which states the Enterprise License apply) and 3) all Documentation, and 4) any Updates or modified versions of such Software that are made available by Strapi at no additional charge during the Subscription Term. For clarity and notwithstanding anything else herein, the Software specifically excludes any Third Party Material(s) which are separately licensed or sold under separate third party license terms but which may be made available or accessible by Strapi together with the Software and for use with the Software. “Strapi Professional Services” or “Professional Services” means professional services to be delivered by Strapi Representative to Customer which may be outlined in the Order or Statement of Work, e.g., training, configuration, implementation, etc. For clarity, the definition of Professional Services does not include Support and Maintenance Services, which are separately defined herein. “Strapi Support and Maintenance Services” or “Support and Maintenance Services” means the technical support and maintenance services which Customer is entitled to which will be provided by or on behalf of Strapi to Customer in accordance with the Strapi Support Policy (defined below). “Subscription Term” means the term of the subscription purchased for the Software as identified on the relevant Order, or if no term is specified then one (1) year. For subscriptions purchased via the self-checkout portal, the term of the subscription purchased is one (1) month, unless indicated otherwise. For clarity, the Subscription Term shall be subject to the termination rights specified herein. “Subscription Parameter(s)” means any factor that serves as a basis for calculating the amount of fees payable by Customer for the subscription to the Software as identified in the Order, including, for example, where relevant: (i) counts (including as relevant, the number of Projects and Seats), (ii) usage amounts, and/or (iii) any other measurement/parameter identified as a factor that serves as a basis for calculating the amount of fees payable by Customer for the subscription to the Software in the Order. “Third Party Material(s)” means any third party’s (other than Strapi Affiliates): (i) software, including Third Party Open Source (as defined herein) (ii) content, and/or (iii) other products, services or systems, including plugins, data feeds, rss feeds, internet connectivity products, systems, wireless networks, websites, devices, servers, equipment, and other hardware products which may be linked to or provided together with Software or otherwise obtained from marketplaces, blog posts or other websites made available to Customer. “Updates” means error corrections, bug fixes, software updates and upgrades to the Software that are released or made available during the relevant Subscription Term and made generally available by or on behalf of Strapi without extra charge to other Strapi customers purchasing a subscription to the Software. For clarity, Updates excludes Third Party Material(s) even if made available by Strapi. “Users” means Customer’s (and, where applicable, the Customer Affiliates’) employees, agents, and/or independent contractors who are registered to access the Software on behalf of the Customer, regardless of whether the User actually accesses the Software. For clarity, Users are those individuals who access the user interface of the Software and not the resulting Strapi API generated using the Software.

2. Access and Use Rights

A. Rights. Subject to the terms and conditions of this Agreement, during the Subscription Term, Strapi grants to Customer a non-exclusive, non-transferable (except as expressly permitted herein), and non-sublicensable (except as expressly permitted herein) right to access, use, modify, create derivative works of Software and upload and deploy the Software (and Customer Software Modifications) on Customer owned and/or controlled infrastructure maintained on behalf of Customer for use by Users in connection with a Project rightfully initiated by Customer and Customer’s paid subscription to the Software.

For each of the rights granted in this section, such license is granted solely for Internal Business Purposes and such rights are subject to Customer’s compliance with the Subscription Parameters and all the applicable restrictions specified herein and in the relevant Order.

B. Customer Users. Customer may authorize Users to exercise the foregoing rights in sub-section 2(A) above on behalf of and for the benefit of Customer provided that all Users comply with the Subscription Parameters and all the applicable restrictions specified herein and in the relevant Order.

3. Free Trials

Strapi may, at its sole discretion, offer a free subscription trial of a Strapi offering not yet licensed by Customer for a limited period of time and for the limited purpose of evaluating such trial offering (“Trial Offering”). The Customer may be required to enter Customer’s billing information in order to sign up for the free trial. If the Customer does enter the billing information when signing up for the free trial, Customer will not be charged by Strapi until the free trial has expired and the paid subscription begins. At any time and without notice, either Party reserves the right to cancel the trial. If a subscription is not purchased at the end of the trial, the Customer shall cease all use of the Trial Offering delivered as part of the evaluation at the conclusion of the trial. The Customer understands and agrees that the Trial Offering provided is subject to all the same restrictions on use and warranty disclaimers and liability limitations stated herein with respect to a paid subscription to the Software. Notwithstanding anything else herein, the Customer understands and agrees that the following additional terms apply with respect to any Trial Offering and the related services delivered as part of the trial (and any and all results of use of the Trial Offering): (a) Strapi shall not be required to provide Support and Maintenance Services with respect to the Trial Offering; (b) the Strapi indemnification and hold harmless obligations stated herein shall not apply with respect to the Trial Offering; (c) all deliverables and services relating to the Trial Offering are delivered “AS IS”; and (d) the total liability of Strapi with respect to the trial, Trial Offering or any trial related services shall be limited to $500. Customer is solely responsible to create backups of Customer Content in connection with use of any Trial Offering to avoid any such loss.

4. Restrictions; Customer Responsibilities

A. General Restrictions. Except as otherwise expressly permitted under this Agreement, Customer shall not (and shall not authorize or permit or cause any third party including any Users or other Customer’s Representatives to): (i) use the Software (or any portion thereof) in excess of or beyond the Subscription Parameters and/or other restrictions/limitations described in this Agreement or the Order; (ii) modify the Software or create derivative works based upon the Software or Reverse Engineer the Software, except and only to the extent the foregoing restriction is prohibited by applicable law; (iii) create a program or a set of programs similar or identical to the Software, using any elements or functionalities of the Software to do so; (iv) use the Software in any way that is unlawful or in violation in any applicable laws, (v) allow Software to be used in any embargoed country or region, or involving a sanctioned person or party; (vi) distribute, sell, rent, lease, license, transfer, or otherwise provide or allow access to the Software to third parties other than Users consuming Seats purchased by Customer for a Project rightfully initiated by Customer in connection with Customer’s subscription to the Software; (vii) use or permit the Software to be used other than for Internal Business Purposes, e.g. to perform services for third parties, whether on a service bureau, SaaS, time sharing basis or otherwise; (viii) release, publish, and/or otherwise make available to any third party the results of any performance or functional evaluation of the Software without the prior written approval of Strapi; (ix) copy any part of the Software (including data structures or similar materials produced by programs or access or use the Software in order to build or support, directly or indirectly assist others to build, products or services competitive to Strapi; (x) alter or remove any proprietary notices or legends contained on or in the Software; (xi) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software or access or use of Software in compliance with Subscription Parameters; (xii) use the Software on or in connection with unauthorized or unsupported systems, equipment or products (i.e. not identified in Documentation); or (xiii) attempt to gain unauthorized access to any component or portion of the Software, other accounts, computer systems or networks connected to a Software, or obtain or attempt to obtain any materials or information made available through any component or portion of the Software not intentionally made available by or on behalf of Strapi to Customer or its Users. Competitors of Strapi are strictly prohibited from accessing or using the Software for any purpose. Customer agrees that all actions or inactions of User(s) shall be deemed an action or inaction by Customer and that Customer shall be liable and fully responsible for any action or inaction of the User(s) which is in violation of the Agreement (including the Order). It is the responsibility of Customer to ensure that all User(s) are aware of all the restrictions of this Agreement.

B. Restrictions Relevant to Customer Software Modifications. Notwithstanding anything else herein, Customer understands that the right to modify and/or create derivative works of Software is conditioned on the following: (i) Customer is solely responsible for any liability, losses, and/or any damages associated with the Customer Software Modifications; (ii) Customer Software Modifications are subject to the restrictions on use identified herein with respect to unmodified Software; (iii) Customer may only use Customer Software Modifications in connection with the Project rightfully initiated and as part of subscription purchased during the Subscription Term, provided that any Customer Software Modifications made to the Community Edition components of the Software may be used under the MIT license after the termination of the Subscription to the extent such Software is otherwise available under the Community Edition at the end of the Subscription Term; (iv) Customer agrees that Customer and/or any Customer User shall not enjoy any exclusive rights to Customer Software Modifications and Customer acknowledges and expressly agrees that other customers of Strapi or Strapi may create or otherwise exploit the exact same or similar modifications or derivatives of Software, and (v) Customer on behalf of itself and its User’s waives (and agrees that will not assert any claim) of infringement, misappropriation or other violation of proprietary rights against Strapi (or its customers or licensees or any users of the Strapi Software) for creating, using, replicating, distributing, publishing, adapting or otherwise exploiting in any way Customer Software Modifications or works which are substantially similar to Customer Software Modifications.

C. Applicability of Restrictions to All Components and All Users; Customer Responsibilities. For the avoidance of doubt, all restrictions specified herein with respect to Software apply to all components of the Software which applicability may be relevant. There are no implied licenses granted by Strapi under this Agreement. Customer is responsible for (i) backing up any data and information used in conjunction with the Software; (ii) using the current version of the Software (and each component) made available by Strapi; and (iii) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Customer Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Customer Content.

5. Support and Maintenance

As part of its purchase of a subscription license to the Software, Customer shall be entitled to receive Strapi Support and Maintenance Services in accordance with the support level indicated in the Order. If the support level is not indicated in the Order, for Customers on to the Enterprise Plan the default support level is Standard Support, for all other Customers the default support level is Basic Support. Strapi will deliver Support and Maintenance Services in accordance with Strapi’s support and maintenance policy found at https://support.strapi.io/support/solutions/articles/67000680833-what-is-supported-by-the-strapi-team#Not-Supported (or such updated URL provided by Strapi from time to time) (“Support Policy”). For clarity, such Support and Maintenance Services include the provision of Updates to the Software as they become generally available to other relevant Strapi customers during the relevant Subscription Term. Strapi may make changes to its Support Policy with thirty (30) days’ notice to Customer (via email or the support portal or otherwise), provided such change is in connection with a standard change made to its then-current support and maintenance terms and there is no material degradation of the support offering. Furthermore, all Support and Maintenance Services acquired by Customer are provided subject to: (i) this Agreement; (ii) the Support Policy; and (iii) Customer’s payment of all applicable fees for the subscription and the support acquired by Customer according to the Order. For clarity, Strapi is not obligated to support Customer Software Modifications or Third Party Materials.

6. Professional Services

If Customer orders Professional Services (e.g., deployment, training, configuration, or other consulting professional services related to assisting Customer in the use of the Software), then Strapi shall deliver such Professional Services subject to the terms and conditions of this Agreement, the relevant Order and/or the relevant Statement of Work. For clarity, no work for hire shall be provided hereunder. Customer agrees that it will reasonably cooperate with Strapi in connection with the performance of such Professional Services under this Agreement by making available such Representative and information as may be reasonably required for Strapi to perform Professional Services. If applicable, Customer will reimburse Strapi (either directly or through the Authorized Reseller, as relevant) for reasonable and pre-approved in writing (email is sufficient) travel and lodging expenses which are incurred by Strapi in connection with any Professional Services. Professional Services will be delivered during the timelines identified in the Order or Statement of Work, provided that if no timelines are specified then Professional Services will only be delivered within one year of the Order effective date (“Delivery Period”). If Customer does not request delivery of the Professional Services ordered within such Delivery Period, then Professional Services will be deemed delivered at the end of the relevant Delivery Period.

7. Pricing; Payment Terms; Taxes; Overages

A. Pricing; Payment Terms; Taxes. Pricing shall be stated at the time of the Order and is binding for the agreed Subscription Term. Customer will make all payments according to the payment terms identified in the Order, or if no payment terms are specified or if Order is placed via the self-checkout, then upfront. If there are any good faith reasonable disputes related to an invoice, Customer will pay the undisputed portion of the invoice and notify Strapi in writing of the basis for withholding payment of the disputed amount, and Strapi and Customer will work together in good faith to resolve such dispute in a prompt and mutually acceptable manner and every effort should be made to resolve the dispute within thirty (30) days. If the dispute is not resolved within thirty (30) days, Strapi reserves the right to pause the Customer subscription until such dispute is resolved and all invoiced amounts are paid in full. Unless otherwise stated herein, Orders are non-cancelable, and all payments are non-refundable and payments are not subject to any deduction or set-off. Where an Order is placed indirectly with an Authorized Reseller, the commercial terms, e.g. the fees and Subscription Parameters and payment terms will be identified in the Reseller Order. For direct orders placed with Strapi, unless expressly agreed in the Order, the Parties agree that: (i) all amounts are payable in U.S. Dollars and due according to the payment terms stated on the Order; (ii) all fees outlined in the Orders are exclusive of all taxes, duties, shipping fees, withholding taxes, and similar amounts (to the extent applicable), all of which are Customer’s responsibility (excluding taxes based on Strapi or its Authorized Reseller’s income). Customer shall provide Strapi with accurate and complete billing information including billing company name (if different from Customer name), full name of the contact person, address, state, zip code, country, email address, and EIN or VAT (or equivalent) number. Customer authorizes Strapi to charge fees incurred through their account to the payment method provided, and should payment fail to occur for any reason, Strapi reserves the right to terminate the subscription. Customer shall inform Strapi prior to the execution of the Order of any withholding tax that Customer may deduct from the payment of Fees. In the event that Customer must withhold tax from the payment, Strapi will add a one-time fee to the invoice so as to offset the impact of such withholding tax.

B. Overages. The Customer may, at any time during the Subscription Term, purchase additional usage in excess of those purchased under the Order or otherwise seek to increase any other Subscription Parameter during the Subscription Term. For any such add-on purchases, Customers on the Enterprise Plan may request an invoice, otherwise by default the Customer will pay by Credit Card directly through the Admin Portal at a pro-rata price for the remaining balance of the Subscription Term. The Parties may track Customer’s adherence to the Subscription Parameters and actual usage. For Enterprise Plan Customers: (i) if Customer’s actual usage of the Software (including, where applicable, the number of Projects or Seats initiated using the Software) (“Actual Usage”) exceeds the relevant Subscription Parameters paid for by Customer (“Purchased Usage”), then Strapi (or its Authorized Reseller) may invoice Customer for such overage (“Overage”) and Customer agrees to pay the relevant fees due for such Overage for the entire Subscription Term; (ii) during the Subscription Term, the fees charged to Customer for such Overages shall be based on pricing agreed by the Parties in the relevant pending Order; (iii) at any time during the Subscription Term, in order to verify compliance, Strapi may request that Customer provides to Strapi (by e-mail and within seven (7) days of the request) the counts and information needed to verify compliance with Subscription Parameters, including, where applicable, a disclosure of the total number of Projects, Users, and Seats and inclusion of screenshots taken from the Software on the same day showing such information or other information reasonably required by Strapi to verify compliance with Subscription Parameters.

C. Defaults. If Customer is in default of making any payment due to Strapi, then Strapi may, without prejudice to other remedies available, assess a late payment charge, at the lower rate of 1.5% per month, or the maximum rate under applicable law, and/or suspend delivery of any product or service hereunder. The Customer undertakes to reimburse Strapi for any costs of dunning and collection agencies incurred in the case of Customer default on payment.

8. Ownership and Intellectual Property

A. Software. The Software is licensed and not sold. As between Customer and Strapi, Strapi and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software (and each component or portion thereof), Strapi’s Confidential Information, and all copies or portions thereof, and any derivative works thereof (by whoever created). Customer agrees that it shall not refute or otherwise challenge Strapi’s and/or any of its Affiliate’s ownership of any such Intellectual Property Rights. Customer and/or any User is not required to provide any feedback regarding the Software or suggestions for improvement to the Software (collectively “Feedback”), however, if provided, all such Feedback delivered to Strapi shall be owned by Strapi, and Customer (on behalf of itself and its Users) hereby assigns the same to Strapi. All rights, title, and interest not expressly granted herein are reserved by Strapi. Notwithstanding any of the foregoing, any specific code contributions made to the Software (via Github or otherwise) shall be subject to the rights and obligations agreed to as part of making such contributions and nothing herein shall override such agreements reached by the contributor and Strapi.

B. Customer Content. As between the Parties, Customer retains the ownership (including any Intellectual Property Rights) in and to the Customer Content. Customer, on its own behalf and on behalf of its Users, grants Strapi a non-exclusive, sub-licensable, transferable, worldwide, royalty-free right and license to use or process Customer Content but as necessary to perform hereunder or exercise rights granted hereunder, including to verify compliance with Subscription Parameters. Strapi may authorize its Representatives to exercise the foregoing rights for the same purposes and subject to the same limitations and restrictions stated herein that apply to Strapi.

9. Confidentiality

A. “Confidential Information” means any non-public data, information, and other materials regarding the products, technology, software, services, or business of a Party and/or its Affiliate(s) (and/or, if either Party is bound to protect the confidentiality of any third party’s information, of a third party) provided by or made available by one Party (“Disclosing Party”), either directly or indirectly through third parties, to the other Party (“Receiving Party”) where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. The Parties agree that, without limiting the foregoing, the Software (including each component and any performance data, benchmark results, training materials, and technical information relating thereto), the Documentation, and Strapi’s pricing information shall be deemed the Confidential Information of Strapi, Customer Content shall be deemed the Confidential Information of Customer, and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include information which the Receiving Party can show: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without restriction and without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (iv) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information.

B. Duties. Except as expressly authorized herein, the Receiving Party agrees to: (i) use the Confidential Information of the Disclosing Party only to perform its obligations under the Agreement (including providing the features and services associated with the normal use of the Software) or exercise rights granted to it under the Agreement; (ii) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (iii) disclose the Disclosing Party’s Confidential Information only to its Representatives who have a need to know such information for the purposes of this Agreement, provided that any such Representatives of the Receiving Party who are provided access to Confidential Information of the Disclosing Party are subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement. Receiving Party shall remain responsible and liable for any non-compliance with the terms of this Agreement by the Receiving Party’s Representatives who obtained such access.

C. Disclosures Required by Law. Either Party may disclose Confidential Information of the other Party if it is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure (to the extent permitted by law) and reasonably cooperates with the Disclosing Party in limiting such disclosure and ensuring confidential handling of the Confidential Information. A Party may also disclose the terms of this Agreement to its advisors, investors, lawyers, and accountants or as part of any legal proceeding or as necessary to defend its rights or enforce the terms of this Agreement.

D. Survival. The obligations in this section shall survive for five (5) years from the date of access to Confidential Information, provided that with respect to any trade secrets, the obligations of confidentiality shall survive for so long as the matter is maintained as a trade secret.

10. Authorizations, Personal Data and Privacy Notice

If Customer provides Strapi access to Customer Content and or Personal Data, then Customer is responsible for obtaining any required notices, consents and/or authorizations related to Customer’s provision of, and Strapi’s access, use and processing of Customer Content and such Personal Data in connection with performance under this Agreement. Customer, on its own behalf and on behalf of its Users: (i) agrees that Strapi and its Representatives may access, use, and process Customer Content and/or any Personal Data obtained from Customer or Users for the purposes set out in this Agreement and (ii) represents and warrants that it has a lawful basis to allow for such processing, including the collection of User’s Personal Data as required for the use of the Software or delivery of any services under this Agreement and as contemplated in this Agreement. Strapi’s Privacy Notice, as may be amended from time to time by Strapi, is available at https://strapi.io/privacy (or such updated URL provided by Strapi from time to time) (“Privacy Notice”). Strapi agrees to process Personal Data that Strapi collects from Customer or Users (if any) under this Agreement for the purposes set out in this Agreement and in compliance with the Strapi Privacy Notice. Where applicable to the processing of Personal Data, both parties agree to comply with applicable privacy laws, including, where applicable, the provisions of the General Data Protection Regulation (GDPR).

11. Term and Termination; Survival.

A. Term; Renewals. This Agreement commences when the subscription is initiated and continues for the Subscription Term, subject to renewal and/or early termination in accordance with terms of this Agreement and the Order. Unless prior to the end of the then current Subscription Term (a) a Party notifies the other of its intent not to renew the subscription or (b) a Party terminates the Agreement or cancels the subscription pursuant to the terms and conditions of this Agreement, Customer’s subscription will automatically renew for the same Subscription Term and for the same Subscription Parameters relevant at the time of renewal (including any increased Subscription Parameters purchased and relevant at the time of renewal) at Strapi’s then-current pricing. Either party may provide the other notice of its intent not to renew prior to the end of the then-current Subscription Term. For Customers on the Enterprise Plan, Strapi shall notify Customer of any pricing increases prior to the time of renewal.

B. Termination for Cause. This Agreement may be terminated by either Party: (i) if the other Party materially breaches this Agreement or the Order and fails to cure it within thirty (30) days of receipt of written notice of the breach; and (ii) where permitted by law, if the other Party ceases to carry on business in the ordinary course without a successor, becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up, examinership or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 30 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

C. Effect of Expiration or Termination. Upon expiry or termination of this Agreement for any reason: (i) all licenses and rights to the Software and obligations to provide Support and Maintenance Services or Professional Services shall immediately cease/terminate and Customer and its Users shall immediately cease all use of and/or access to the Software (and all components thereof) and Customer and Users shall delete and/or destroy all copies of Software that are in the possession or control of Customer and/or its Users and, on Strapi's request, confirm the same in writing signed by an officer of Customer, provided that, notwithstanding the forgoing, Customer may keep copies of and continue to access and use the Community Edition components of the Software only under the MIT license that Strapi licenses such software; (ii) Customer shall promptly pay all amounts due and not yet paid under the relevant Order (including Overage fees owed); (iii) The following sections of this Agreement shall survive its expiry or termination: sections 1, 3 (c-d), 4, 7, 8, 9, 11-15 shall survive the expiration or termination of this Agreement.

12. Limited Warranties; Disclaimers

A. Mutual Warranties. Each Party warrants to the other that (i) it has the full power to enter into this Agreement and (ii) this Agreement constitutes a legal, valid, and binding obligation of such party, enforceable against it (iii) this Agreement does not contravene, violate, or conflict with any other agreement of such Party with any third party; and (iv) each Party shall comply with all applicable law in connection with its activities contemplated under this Agreement.

B. Software Warranty. During the Subscription Term, Strapi warrants to Customer that the Software materially conforms to its published specifications described in the relevant Documentation. Customer’s sole and exclusive remedy and the entire liability of Strapi, Strapi Affiliates, and Strapi's suppliers and licensors, under this limited warranty will be for Strapi to use reasonable efforts to promptly correct the non-conformity or provide a workaround for such problem (which fix or workaround may be provided to Customer at Strapi’s reasonable discretion in one of a variety of forms or means) or if Strapi is unable to deliver a fix or workaround within a reasonable time, then to terminate the Agreement and provide a pro-rata refund of any prepaid subscription fees paid to Strapi for the non-conforming Software for the remaining unused portion of the Subscription Term following such termination.

C. Malicious Code. Strapi will use standard industry practices to test and/or review the Software made available to Customer hereunder prior to its delivery or transmission for “Malicious Code” and Strapi shall remove any “Malicious Code” it discovers prior to delivery of Software to Customer. For clarity, Malicious Code shall not include standard routines in the Software which are intended to delete data and are implicit in the standard functionality of the Software, or any standard Software bugs or errors handled through Support and Maintenance, or any license key or other equivalent code which may limit the functionality or scope of the use of the Software to the scope of the license purchased by Customer hereunder. If Malicious Code is found, Strapi will remediate the Malicious Code from the Software at its sole cost and expense.

D. Professional Services Warranty. For a period of thirty (30) days from the date of the delivery of the Professional Services to Customer, Strapi warrants to Customer that such Professional Services provided under this Agreement (if any) shall be provided in a professional and workmanlike manner and shall be performed in a manner conforming to any requirements stated herein or in the relevant Statement of Work or Order (as relevant). The entire liability of Strapi and Strapi Representatives, and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for Strapi, at its cost, to re-perform the nonconforming Professional Services, or if Strapi is unable to deliver conforming Professional Services within a reasonable time, then refund any fees paid to Strapi for the relevant non-conforming Professional Services (if any).

E. By Customer. Customer warrants that Customer has and will have the legal authority and all consents, permissions, notices and all rights necessary, including any of the foregoing from Customer employees or third parties or regulatory authorities, employee representative bodies, each to the extent relevant: (i) to the Project and to process Customer Content through the Strapi Software otherwise provide access to the Customer Content to Strapi (and/or Strapi Representatives) for the purposes outlined in this Agreement and (ii) for Strapi (and/or Strapi Representatives) to fulfill its obligations and exercise its rights with respect to the Customer Content as expressly set forth this Agreement.

F. Exclusions. Any warranties of Strapi with respect to the Software (and any component thereof) shall not apply to trials, sample code, or sample scripts, or to the extent the failure is due to: (i) use of the Software in a manner inconsistent with any of Customer’s obligations set out in this Agreement or in a manner inconsistent with the instructions in the Documentation; (ii) Third Party Material(s) or a malfunction or other problem related to any Third Party Material(s) or other external causes affecting the Software, including changes to Third Party Materials that adversely affect interoperability or compatibility or use (iii) defects due to Customer Software Modifications or repairs or modifications to Software not authorized by Strapi in writing.

G. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT AND AS PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THE SUPPORT AND MAINTENANCE SERVICES, TRIAL OFFERINGS, PROFESSIONAL SERVICES, DELIVERABLES AND/OR RESULTS OF ANY OF THE FOREGOING PROVIDED BY OR ON BEHALF OF STRAPI HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. STRAPI, ON BEHALF OF ITSELF, ITS SUPPLIERS, LICENSORS, AND REPRESENTATIVES DISCLAIMS ALL OTHER IMPLIED OR EXPRESSED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, STRAPI, ITS SUPPLIERS, LICENSORS, AND REPRESENTATIVES (I) PROVIDE NO WARRANTIES OR GUARANTEES REGARDING THE QUALITY, PERFORMANCE, OPERABILITY OR INTEROPERABILITY OF ANY THIRD PARTY MATERIAL(S), CUSTOMER SOFTWARE MODIFICATIONS, OR ANY OTHER EXTENSIONS, INTEGRATIONS, APPLICATION OR OTHER MATERIAL MADE AVAILABLE IN STRAPI MARKETPLACE FOR USE WITH THE SOFTWARE; (II) DO NOT WARRANT THAT THE USE OF OPERATION OF THE SOFTWARE OR ANY COMPONENT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DISRUPTIONS OR SECURITY BREACHES WILL BE PREVENTED; OR (III) THAT CUSTOMER CONTENT, SYSTEMS OR NETWORKS SHALL BE COMPATIBLE OR INTEROPERABLE WITH SOFTWARE OR FREE FROM LOSS, ERROR OR CORRUPTION. CUSTOMER ACKNOWLEDGES THAT ANY RESULTS OBTAINED FROM THE SOFTWARE, SUPPORT AND MAINTENANCE SERVICES, TRIAL OFFERING(S), AND/OR PROFESSIONAL SERVICES MAY BE INCOMPLETE OR INACCURATE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE WITH SYSTEMS OR SOLUTIONS CONTROLLING ANY APPLICATION OR SYSTEM WHERE A FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY, OR PROPERTY DAMAGE.

13. Indemnification

A. Strapi Indemnification. Strapi shall defend, or at its option settle, any third party claim brought against Customer and/or Users (collectively “Customer Indemnitee(s)”) alleging that use of the Software in accordance with the terms of this Agreement, infringes a third party copyright or patent right, and shall pay any damages finally awarded, to such third party by a court of competent jurisdiction or that is agreed to in a settlement by Strapi with respect to such third party claim. If such a claim occurs, or if in Strapi’s opinion is likely to occur, Strapi in its sole discretion may: (i) procure the right for Customer to continue to use the applicable Software or infringing portion(s); or (ii) modify or replace the applicable Software or infringing portion(s); or, if neither (i) nor (ii) is available or commercially practicable, (iii) terminate Customer’s license to the affected portion of the Software and refund or credit a portion of the license fees paid by Customer on a pro-rata basis corresponding with the remaining portion of the license term for the affected portion. Strapi shall have no obligations or liability under this subsection (a) to the extent that any claim is based upon or arises out of: (i) any modification or alteration to the applicable Software not made by or on behalf of Strapi; (ii) any combination or use of the applicable Software with equipment, software, services, products or systems not provided by or on behalf of Strapi; (iii) Customer Indemnitee(s)’ continued use of allegedly infringing Software or infringing component thereof after being notified; (iv) Customer Indemnitee(s)’ failure to use software updates or upgrades made available by or on behalf of Strapi at no additional cost; (v) use of the Software other than in accordance with the applicable Documentation or outside the scope of the license granted under this Agreement; (vi) Trial Offering(s), (vii) Third Party Material or (viii) Customer Software Modification. The remedies set forth in this subsection constitute Customer Indemnitees’ sole and exclusive remedies, and the entire liability of Strapi, its suppliers, licensors, and Representatives, with respect to infringement or violation of third-party Intellectual Property Rights.

B. Customer Indemnification. Customer shall defend, or at its option settle, any third party claim brought against Strapi, its Affiliates, and/or its Representatives (“Strapi Indemnitee(s)”) arising out of or in connection with (i) use of the Software by Customer and/or Users in violation of the terms of this Agreement or any applicable laws (ii) Customer Content and/or Strapi's or its Representatives authorized use or processing of Customer Content as authorized by the Agreement, and (iii) Customer Software Modifications, and Customer shall pay any damages finally awarded, to such third party by a court of competent jurisdiction or that is agreed to in a settlement by Customer.

C. Indemnification Process. Each indemnifying party’s indemnification obligations are subject to the indemnified party (e.g. Customer Indemnitee(s) or Strapi Indemnitee(s), as relevant) (i) promptly notifying the indemnifying party in writing of the third party claim subject to indemnification hereunder, provided, however, the failure to provide such notice will only relieve the indemnifying party of its indemnity obligations hereunder to the extent it is prejudiced thereby); (ii) promptly giving the indemnifying party the right to control and direct the investigation, preparation, defense and settlement of such claim (provided that the indemnified party shall have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim), and (iii) providing reasonable assistance and cooperation for the defense of same, at the indemnifying party’s reasonable expense.

14. LIMITATION OF LIABILITY

A. For Customers on the Enterprise Plan. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR ANY LIABILITY ARISING FROM FRAUD OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, ANY VIOLATION OF SECTION 9 (CONFIDENTIALITY), ANY VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, A VIOLATION OF THE LICENSE OR LICENSE RESTRICTIONS STATED HEREIN (INCLUDING SECTIONS 2, 3 OR 4), THE INDEMNIFICATION OBLIGATIONS STATED IN SECTION 13, OR ANY MATTER FOR WHICH IT WOULD BE UNLAWFUL TO LIMIT LIABILITY UNDER APPLICABLE LAW:

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, COST OF REPLACEMENT OR RESTORATION OF DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS, COST OF SUBSTITUTE PRODUCTS OR SERVICES, LOST GOODWILL, REPUTATIONAL DAMAGE; AND

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE AMOUNTS PAID OR PAYABLE TO STRAPI IN CONNECTION WITH THE RELEVANT ORDER RELATED TO THE SUBJECT MATTER OF THE CLAIM(S).

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM, OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, STATUTORY LIABILITY, OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO THE OTHER PARTY; (III) NO MATTER HOW MANY CLAIMS, COUNTERCLAIMS, CAUSES OF ACTION, SUITS, OR DEMANDS MAY BE ASSERTED AND (IV) TO EACH PARTY’S RESPECTIVE LICENSORS, SUPPLIERS, AFFILIATES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.

B. For Customers on all other Plans. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR ANY LIABILITY ARISING FROM FRAUD OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, ANY VIOLATION OF SECTION 9 (CONFIDENTIALITY), ANY VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, A VIOLATION OF THE LICENSE OR LICENSE RESTRICTIONS STATED HEREIN (INCLUDING SECTIONS 2, 3 OR 4), THE INDEMNIFICATION OBLIGATIONS STATED IN SECTION 13, OR ANY MATTER FOR WHICH IT WOULD BE UNLAWFUL TO LIMIT LIABILITY UNDER APPLICABLE LAW:

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, COST OF REPLACEMENT OR RESTORATION OF DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS, COST OF SUBSTITUTE PRODUCTS OR SERVICES, LOST GOODWILL, REPUTATIONAL DAMAGE; AND

(III) DAMAGES RELATED TO OR ARISING OUT OF ANY THIRD PARTY MATERIALS OR CUSTOMER SOFTWARE MODIFICATIONS; AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STRAPI EXCEED THE AMOUNTS RECEIVED BY STRAPI IN CONNECTION WITH THE ORDER WHICH IS RELATED TO THE SUBJECT MATTER OF THE CLAIM(S).

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY STRICT LIABILITY, STATUTORY LIABILITY, OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO STRAPI; AND (III) TO STRAPI, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.


15. General

A. Third Party Materials; Third Party Open Source. Strapi may make available, or the Software may enable Customer or Users to access, use, consume, interoperate with or link to, or transfer or obtain Third Party Materials and/or Customer Content. Any Third Party Materials that Strapi interoperates and/or integrates with, delivers, interacts with, compiles, makes accessible or available are provided by Strapi on an “as-is” and “as available” basis without any warranty of any kind. Any warranty for Third Party Materials shall be provided directly by the provider of Third Party Materials. Strapi assumes no responsibility for Third Party Materials or the provider of Third Party Materials. Customer acknowledges and agrees that: (i) Strapi has no obligation to deliver, make available, verify, test, manage, monitor, ensure ongoing interoperability or availability of, or correct Third Party Materials; (ii) Strapi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials; (iii) the nature, type, quality and availability of Third Party Materials may change at any time during the Subscription Term, and (iv) features of the Software that interoperate with or provide access to Third Party Materials (including APIs) may change and/or depend on the ongoing cooperation with and from third party providers; (v) nothing herein or in any Documentation shall be construed to imply a guarantee or warranty of any kind regarding continued access, availability, interaction or interoperability with Third Party Materials or continued access to features of Software intended to be interoperable with Third Party Materials; and (vi) Strapi will not be liable to Customer for any damages or losses or refunds resulting from any changes in circumstances which result in a lack or failure of access or availability or compatibility or interoperability of Third Party Materials. Strapi may cease providing such access, integration, interaction, interoperability or features without entitling Customer to any refund, credit, or other compensation. Additionally, Customer acknowledges that Customer’s access or use of Third Party Materials shall be governed by separate third party terms between Customer and the third party provider. Except as expressly stated herein, Customer is solely responsible for obtaining appropriate access and use rights and maintaining such rights consistent with the terms of use governing Third Party Materials. Customer is solely responsible for complying with the terms of access and use of Third Party Materials, and if Strapi Representative or systems require access, use, processing, hosting or other exploitation of Third Party Materials on Customer behalf to facilitate performance of the Software, or to deliver Support and Maintenance Services or Professional Services contemplated hereunder, Customer is solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise, is authorized by Customer’s terms of access and use for such Third Party Materials. Notwithstanding anything else herein, and for clarity, to the extent Software makes available, integrates with, delivers or interacts with any third-party open source libraries/components/applications/user interface/utilities which are identified by Strapi as Third Party Materials (collectively referred to as “Third Party Open Source”) and to the extent such Third Party Open Source is made available by Strapi to Customer and the third party licensor requires that Strapi disclose the relevant Third Party Open Source proprietary notices, disclaimers, requirements and/or extended rights which are relevant to the relevant Third Party Open Source (“Third Party Open Source Terms”), then Strapi shall do so and Customer agrees to be bound by such terms if accessing or using such Third Party Open Source. Additionally, should Strapi embed Third Party Open Source into its Software solution as part of such solution, Strapi agrees that such source code shall not be subject to copyleft terms which create, or purport to create, an obligation that Customer grant to any third party any rights to, or immunities under, any of Customer’s own Intellectual Property Rights, or that may require that Customer disclose or make any of its own proprietary code available to third parties.

B. Usage Data; License Telemetry Data. Customer, on its own behalf and on behalf of its Users, authorizes Strapi (and its Representatives) to collect, analyze and use (a) data, metrics and other information relating to the provision, use, consumption, security, integrity, and performance of various aspects of the Software, Strapi systems, and interactions and interoperability between the Software and Strapi Systems and other technologies or Third Party Materials (collectively “Usage Data”) and (b) license compliance data which may be used to verify Customer’s compliance with the Subscription Parameters (“License Telemetry Data”). Usage Data and License Telemetry Data shall not be deemed Customer Content or Customer Confidential Information. The term “Aggregated and Anonymized Form” means a form of data that has been collected from multiple sources and compiled in a way that does not identify, and is not capable of identifying, the Customer, Users, or any individual or entity associated with Customer. Strapi (and Strapi’s Representatives acting on behalf of Strapi and Strapi successors and permitted assigns) will be free to: (a) use such Usage Data and License Telemetry Data for any internal lawful business purpose including to verify compliance with Subscription Parameters and restrictions, to develop, improve and enhance the Software and Strapi’s offerings, to improve interoperability, to develop, enhance, diagnose, correct or improve its offerings, to create reports, summaries, and other materials, and (b) disclose such Usage Data and License Telemetry Data to others, provided but only if such Usage Data and/or License Telemetry Data is in an Aggregated and Anonymized Form. Notwithstanding the foregoing, Usage Data /or License Telemetry Data may be disclosed in a non-Aggregated and Anonymized Form to Strapi's Representatives subject to the restrictions stated herein and/or to any advisors, investors, lawyers, and accountants as part of a legal proceeding or as necessary to defend Strapi or its Representatives rights or enforce this Agreement. Unless Customer has purchased an “Offline- license” as identified by an add-on purchase in the relevant Order, Customer understands that it has purchased an “Online license” and agrees it will not take any action to disable the default collection feature allowing collection of License Telemetry Data. Additionally, Customer may follow instructions in Strapi Documentation to disable Strapi collection of Usage Data at any time whether or not it has purchased an “Offline License” or “Online License”.

C. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and delivered by registered mail or courier, effective on the date of receipt, addressed as follows: if to Customer, at the billing address supplied to Strapi by Customer in the Order, and, if to Strapi, Attention: Strapi Legal, addressed to the address provided in the first paragraph of this Agreement or such other location identified by Strapi in the Order. A Party may from time-to-time change its address for notice by notice in writing to the other Party delivered hereunder. In addition, Strapi may at its option deliver the foregoing notice or other communication to an e-mail address provided by Customer to Strapi, which shall be effective and deemed delivered when transmitted.

D. Choice of Law. The Agreement shall be governed by and construed in accordance with the State of California, USA. and the courts of San Francisco, County in California shall have exclusive jurisdiction, excluding specifically any conflicts of laws provisions, the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA).

E. Dispute Resolution. If a dispute arises in connection with this Agreement, Strapi and Customer will have senior representatives (VP or above) meet within 10 days of the dispute and use reasonable commercial efforts to work together in good faith to resolve such dispute in a prompt and mutually acceptable manner and every effort should be made to resolve the dispute within thirty (30) days. If at any time either Party determines that a resolution is not possible, then, the following applies:

(A) For Domestic Customers (USA Billing Addresses provided to Strapi) Any dispute arising out of or related to this Agreement shall be resolved through arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement. The place of arbitration will be San Francisco, California, U.S.A. For Claims of five million United States dollars ($5,000,000), or less, the arbitration shall be administered pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Any judgment awarded by JAMS may be entered in any court having jurisdiction.

(B) For Foreign Customers (Non-USA Billing Addresses provided to Strapi) All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be Paris, France.

In either case, (i) the arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrators may determine;(ii) arbitration shall be binding, and (iii) the arbitration shall be conducted in the English language. The prevailing party in any arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Notwithstanding the foregoing, Strapi shall have the right to institute an action in the court of San Francisco CA (or another jurisdiction of proper standing) for preliminary injunctive relief pending a final decision by the arbitrator, and each party waives any objection thereto on the grounds of venue, forum non-conveniens- or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law, provided that a permanent injunction and damages shall only be awarded by the arbitrator.

F. Equitable Relief. Notwithstanding anything to the contrary, the Parties agree that a material breach of this Agreement which adversely affects Confidential Information disclosed in connection with this Agreement and/or any Intellectual Property Rights in Software (or any component thereof) shall cause irreparable injury for which monetary damages would not be an adequate remedy and the non-breaching Party shall be entitled to equitable relief in any court of competent jurisdiction (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law. If a claim or controversy is submitted to the courts hereunder Customer agrees that Strapi may submits to the courts in San Francisco CA, jurisdiction of the courts as specified and waives any objection thereto on the grounds of venue, forum non-conveniens- or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law.

G. Interpretation and Language. Headings are inserted herein for convenience only and are not to be used in the interpretation of this Agreement. As used herein: (i) "days" means calendar days; (ii) “include” and “including” are not limiting; and (iii) use of a Software shall be deemed to include active or inactive use. This Agreement, any disputes or claims raised hereunder, and all services to be provided hereunder by Strapi to Customer (if any) shall be conducted and provided in the English language. Where Customer's primary address is in Quebec or France, it is the express will of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des Parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

H. Independent Contractors. The Parties are independent contractors for all purposes under this Agreement, and neither Party shall be deemed an employee, partner, or agent of the other. Each party shall be solely responsible for all obligations and payments due with respect to its Representative, including any wages, salaries, and amounts due or payable to its Representative in connection with this Agreement. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties.

I. Force Majeure. A Party shall not be liable for its failure or delay in the performance of its obligations under the Agreement (except for payment of fees) if such failure results from circumstances beyond its reasonable control, including but not limited to supplier strikes, lock-outs, labor disputes or availability, third party acts, war, riot, civil disorder, acts of terrorism, curtailment of transportation, work stoppages, epidemic, compliance with any law or governmental order, prohibition, rule, regulation or direction not in force on the date the Agreement commences. (“Force Majeure Event”). If an Force Majeure Event continues to cause failure or delay in performance of a Party’s obligations for more than thirty (30) days, the affected Party shall have the right to terminate, without liability, to the other.

J. Compliance with Laws, Export Control and U.S. Government Users. Customer agrees that the Software may include cryptographic technology, data or other information and shall not be received, exported, imported, used, transferred, distributed, accessed, or re-exported except in compliance with the applicable laws and regulations of the relevant government authorities, including U.S. export control and sanction regulations. Customer also represents and covenants: (i) not to, directly or indirectly, allow access to or use of the Software in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under applicable law; and (ii) that Customer shall ensure that its receipt and use of and/or access to the Software, or that of its Users, is in accordance with the restrictions in this subsection. If any part of the Software is being licensed by the U.S. government, including any U.S. federal agency, the Software is considered access to commercial computer software and documentation developed exclusively at private expense and the Software is provided as a “commercial item” as that term is defined in FAR 2.101 (and as it is defined and used in all corresponding agency specific Federal Acquisition Regulation supplements) and is provided with only those rights specified in section 2.

K. Assignment. This Agreement may not be wholly assigned or transferred without the other Party’s prior written consent, provided each party expressly reserves the right to assign this Agreement to a successor in interest of all or substantially all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect. All validly assigned rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

L. Delegation. Notwithstanding anything else herein, Strapi may delegate (including by way of subcontract) any of its obligations hereunder to its Representatives, provided Strapi shall be solely and fully liable and responsible for its Representatives compliance with the relevant terms and conditions of this Agreement with respect to any such delegation.

M. No Third Party Beneficiaries. The provisions of this Agreement are for the benefit of Customer and Strapi (as the case may be) and not for any other person or entity, whether under statute or otherwise. There are no third party beneficiaries intended hereunder. Only Strapi and the Customer may bring legal action against the other Party hereunder.

N. Marketing and Promotion. From time-to-time, Strapi lists and/or mentions its customers in its marketing and communications initiatives. Customer agrees that Strapi may use Customer’s name and logo solely to identify Customer as the customer of Strapi without prior consent. In addition, subject to applicable privacy law and Strapi’s Privacy Notice, Customer expressly consents to Strapi contacting Customer personnel for marketing or promotional purposes. Such rights may be revoked by Customer by providing written instruction to legal@strapi.io, which notice shall specify the particular rights being revoked, including the relevant names, contact information, trademarks, service marks, logos, tradenames or other assets or marketing materials that are the subject of the revocation .

O. No Waiver. The waiver by either Party of any right provided under this Agreement must be in writing signed by such Party and any waiver shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement.

P. Severability. If any section, provision, or part thereof of this Agreement is held to be illegal, invalid or unenforceable by a court of competent authority in any jurisdiction, that section, provision or part shall be limited if possible and only thereafter severed to the extent necessary to render this Agreement valid and enforceable in such jurisdiction.

Q. Entire Agreement; Modifications. This Agreement is the complete agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements and understandings between the Parties applicable to the Software, Support and Maintenance Services or Professional Services delivered by or on behalf of Strapi. This Agreement prevails over prior online agreement or pre-printed terms or other conflicting or additional terms of any Customer purchase order, acknowledgment, confirmation, or other ordering document issued by Customer or an Authorized Reseller, even if signed and returned. Except to the extent expressly precluded by applicable law, Strapi reserves the right, at Strapi’s sole discretion, to modify or replace the Strapi Enterprise Edition Software License Agreement at any time. If a revision is material, Strapi will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Strapi’s sole discretion. Notwithstanding any notice requirements herein, Strapi may notify Customer of the change by a reasonable means of notice, including email to the email address provided by Customer at checkout or on an executed Order. Except to the extent expressly precluded by applicable law, Strapi may modify this Agreement to reflect changes in law with advance written notice to Customer specifying the change and the law mandating such change. Customer agrees that its continued access or use of the Software after the written notice and changes become effective shall constitute Customer’s acceptance of the revised Agreement. Unless otherwise specifically set out in the relevant Order or Statement of Work referencing a specific section to be modified in these terms and conditions, in the event of a conflict between these terms and conditions and the Support Policy, Statement of Work, or Order, these terms and conditions shall prevail.

R. Basis of the Bargain. The Parties acknowledge and agree that Strapi has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability agreed to herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.