TrustQuotes for Salesforce Service Agreement
In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions
For purposes of this Agreement, the following capitalized terms shall have the respective meanings provided below. Other capitalized terms shall have the meanings ascribed to them in the body of this Agreement or the Terms of Use, as applicable.
“Account” means the Customer’s account with TrustRadius used to access and use the TrustRadius Service.
“Analytics Data” means data that is collected from Customer’s use of TrustQuotes for Salesforce.
“Authorized User” means a specifically designated Customer employee for whom Customer has purchased a Seat to use TrustQuotes for Salesforce.
“Commitment Period” means Customer’s minimum subscription term for TrustQuotes for Salesforce, as defined in the Order Form.
“Documentation” means any proprietary documentation made available to Customer by TrustRadius for use with TrustQuotes for Salesforce, including any documentation available online or otherwise.
“Link to Review” means an HTML link to the full review page for the applicable product or service on the Site.
“Order Form” means the TrustRadius ordering document, agreed to between the parties, under which Customer subscribes to use TrustQuotes for Salesforce. Such Order Forms are hereby incorporated by reference into this Agreement.
“Permitted Excerpts” means an excerpt of a Review of a Customer product or service selected by an Authorized User and transferred to TrustQuotes for Salesforce.
“Reviews” shall mean the reviews of products and services accessible to Customer via Customer’s permitted use of the TrustRadius Service.
“Seat” means a license that permits Authorized Users to access Reviews on the TrustRadius Service and use Permitted Excerpts of such Reviews in connection with such Authorized Users’ use of TrustQuotes for Salesforce.
“SFDC” means salesforce.com, Inc., a third party.
“SFDC Platform” means SFDC’s web-based “salesforce.com” platform.
“SFDC Platform Service Terms” means the terms governing Customer’s access to and use of the SFDC Platform.
“Site” has the meaning set forth in the Terms of Use.
“Subscribed Seats” means the number of Seats Customer has purchased as per the Order Form.
“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or any instrument, order form or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a TrustRadius’ net income.
“Terms of Use” means the terms of use for the Site and TrustRadius Service as set forth at: https://www.trustradius.com/static/terms-of-use. The Terms of Use are hereby incorporated by reference into this Agreement.
“TrustQuotes for Salesforce” means TrustRadius’ TrustQuotes for Salesforce Service, which Customer’s Authorized Users are permitted to access and use under the terms of this agreement for the purpose of displaying certain Materials (as defined in the Terms of Use) from the TrustRadius Service in the SFDC Platform.
“TrustRadius Service” means the TrustRadius reviews service, which permits users to submit and access reviews of products and services.
2. Account
As a condition of using TrustQuotes for Salesforce, Customer and each Authorized User must be an active registered user of the TrustRadius Service under the terms of the Terms of Use and have a current, valid agreement with SFDC that permits each of Customer’s Authorized Users to use the SFDC Platform. Customer is solely responsible for ensuring that its Authorized Users comply with this Agreement, the Terms of Use and with the SFDC Platform Service Terms applicable to Customer. As further set forth in the Terms of Use, Customer is responsible for maintaining the confidentiality of Customer’s Passwords and for all activities that occur using Customer’s Account.
3. Licenses.
Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, the Terms of Use and the SFDC Platform Service Terms including, without limitation, Customer’s payment of all applicable fees, TrustRadius hereby grants each Customer Authorized User a limited, revocable, non-transferable non-exclusive, non-sub licensable license to:
- activate, access and use TrustQuotes for Salesforce in connection with such employee’s use of the SFDC Platform;
- access the TrustRadius Service, to receive Reviews for the Customer’s product(s) or service(s) and transfer Permitted Excerpts of such Reviews to such Authorized User’s SFDC Platform account via TrustQuotes for Salesforce; and
- share Permitted Excerpts with Customer’s prospects in one-to-one communications between the Authorized User and such prospect; provided that each such use of Permitted Excerpts shall not be modified and must display a Link to Review and permit successful linking or redirection to the full content of the original Review on the Site.
For avoidance of doubt, the licenses granted above only permit use of Permitted Excerpts and Links to Reviews in direct, one-to-one communications with individual prospects and specifically exclude use of Permitted Excerpts and/or Links to Reviews in marketing or sales materials and use of Reviews in general other than through the Permitted Excerpts and Links to Reviews.
Customer hereby grants TrustRadius a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to use Customer’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to Customer’s web site) for the purposes of advertising or publicizing TrustRadius, TrustQuotes for Salesforce and the TrustRadius Service.
4. Permitted Excerpts.
When creating Permitted Excepts, Authorized Users may only select contiguous blocks of text written by the author of the Review. Permitted Excerpts may not consist of non-related sections of sentences pieced together from various sections of the Review and must not misrepresent the nature of the Review as a whole. Neither Customer nor any Authorized User may identify the submitter of any Review if such submitter has elected to remain anonymous.
TrustRadius, in order to comply with applicable laws and regulations, may modify TrustQuotes for Salesforce or require Authorized Users to accompany Permitted Excerpts with certain disclosures and/or disclaimers. Customer and each Authorized User must follow such direction from TrustRadius.
Customer and its Authorized Users shall comply with the Terms of Use, the SFDC Platform Service Terms all applicable laws and regulations connection with their use of and access to the Permitted Excerpts, TrustQuotes for Salesforce, the TrustRadius Service (including, but not limited to, those laws governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
5. Fees and Payment.
Customer agrees to pay all fees specified in all Order Forms using one of the payment methods TrustRadius supports. Except as otherwise specified in this Agreement or in an Order Form, (a) fees for use of TrustQuotes for Salesforce are quoted and payable in United States dollars, and (b) payment obligations are non-cancelable and fees paid are non-refundable. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
All fees for use of the TrustQuotes for Salesforce will be invoiced in accordance with the applicable Order Form. Except as otherwise set forth in the applicable Order Form, Customer agrees to pay all invoiced amounts within forty five (45) calendar days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to TrustRadius and notifying TrustRadius of any changes to such information.
If TrustRadius does not receive fees by the due date, then at TrustRadius’ discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
If any amounts owed by Customer cannot be processed or are thirty (30) or more days overdue, TrustRadius may, without limiting TrustRadius’ other rights and remedies, suspend Customer’s ability to access the TrustRadius Service until such amounts are paid in full.
Customer shall be responsible for all of such Taxes and hereby agrees to indemnify TrustRadius for any Taxes and related costs paid or payable by TrustRadius attributable to Taxes that would have been Customer’s responsibility under this if invoiced to Customer. Customer’s obligation under this Section shall survive the termination or expiration of this Agreement.
TrustRadius retains the right to make price increase adjustments. TrustRadius may automatically increase pricing on an annual basis by seven percent (7%). For any price increase over such automatic annual increase, TrustRadius shall give Customer written notice of such pricing increase at least thirty (30) days before the effective date of such increase.
6. Proprietary Rights.
Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, TrustRadius (or its licensors) own all legal right, title and interest in and to the TrustRadius Service, all Materials on the TrustRadius Service (including all Reviews), and TrustQuotes for Salesforce, including, without limitation, any intellectual property or other proprietary rights which exist therein (whether such rights are registered or unregistered, and wherever in the world those rights may exist). TrustRadius own all legal right, title and interest in and to the Analytics Data and may use and disclose the Analytics Data in its sole discretion.
Salesforce® is a registered trademark of Salesforce.com. As between Customer and SFDC, SFDC is the exclusive owner of all legal right, title and interest in and to the SFDC Platform. SFDC does not sponsor or endorse TrustQuotes for Salesforce. All questions regarding the TrustQuotes for Salesforce must be directed to TrustRadius, not SFDC.
Except as expressly permitted herein, Customer will not nor will Customer allow any Authorized User or third party to: (i) modify, adapt, translate or otherwise create derivative works of TrustQuotes for Salesforce, TrustRadius Service, the Site or the Documentation,; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the TrustRadius Service or TrustQuotes for Salesforce; (iii) rent, lease, sell, assign or otherwise transfer rights in or to TrustQuotes for Salesforce or TrustRadius Service; (iv) remove any proprietary notices or labels from TrustQuotes for Salesforce; (v) use TrustQuotes for Salesforce in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by TrustRadius; (iv) use any excerpts other than Permitted Excerpts or display any excerpts without providing a Link to Review; or (iv) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Site or TrustRadius Service or TrustQuotes for Salesforce.
If Customer or any Authorized User sends or transmits any Feedback suggesting or recommending changes to TrustQuotes for Salesforce, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Customer hereby assigns all right, title, and interest in, and TrustRadius is free to use, without any attribution or compensation to Customer, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Customer understands and agrees that TrustRadius is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution.
7. Service Availability.
The Site, the TrustRadius Service and TrustQuotes for Salesforce may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability or as a result of system failures or force majeure events. TrustRadius will use commercially reasonable efforts, to provide information regarding any such interruptions and the restoration of use of, and access to, the Site and TrustRadius Service following any such interruption, including by information posted on the Site or sent to Customer’s registered e-mail address. Customer acknowledges that Customer’s access to the SFDC Platform and TrustQuotes for Salesforce may be suspended or terminated due to the unavailability or modification of third party services (including changes to the SFDC Platform) and/or a breach, termination or expiration of Customer’s SFDC Platform Service Terms.
TrustRadius may temporarily suspend Customer’s or any Authorized User’s access to any portion or all of TrustRadius for Salesforce, the Materials, the Site or TrustRadius Service if TrustRadius reasonably determines that: (a) there is an attack or threat of attack on the Site or TrustRadius Service (including a denial of service attack); (b) Customer’s or an Authorized User’s use of the TrustQuotes for Salesforce or TrustRadius Service disrupts or poses a security risk to the TrustRadius Service or any other user of the TrustRadius Service, may harm TrustRadius’ systems or any other user of the TrustRadius Service, or may subject TrustRadius or any third party to liability; (c) Customer or an Authorized User is using TrustQuotes for Salesforce or the TrustRadius Service for fraudulent or illegal activities; (d) Customer or an Authorized User is using TrustQuotes for Salesforce or the TrustRadius Service in breach of this Agreement; or (e) Customer is in default of its payment obligations hereunder (“Suspensions”). TrustRadius will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Suspension to Customer. TrustRadius will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Suspension.
8. Service Use Restrictions.
Customer, on behalf of itself and its Authorized Users, hereby represents and warrants that it will not, and will not permit any third party to: (a) attempt to disable or circumvent any security mechanisms used by the TrustRadius Service or TrustQuotes for Salesforce, or otherwise attempt to gain unauthorized access to any portion or feature of the Site or TrustRadius Service, or to any TrustRadius server, by hacking, password "mining", or any other illegal means; (b) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the TrustRadius Service, TrustQuotes for Salesforce or any transaction being conducted on the TrustRadius Service, or with any other person's use of the TrustRadius Service; (c) breach any security measures implemented on the TrustRadius Service or TrustQuotes for Salesforce or otherwise attempt to use the TrustRadius Service or TrustQuotes for Salesforce in a way that is intended to avoid incurring fees or exceed usage limits; (d) track or seek to trace any information on any other person who uses TrustQuotes for Salesforce or TrustRadius Service; (e) forge headers or otherwise manipulate identifiers in order to disguise its identity, or the origin of any message or other communication that it sends to TrustRadius in connection with TrustQuotes for Salesforce or the TrustRadius Service; (f) pretend that it is, or that it represents, someone else; (g) use TrustQuotes for Salesforce to track or collect personally identifiable information of Internet users; or (h) use TrustQuotes for Salesforce for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations.
Customer hereby agrees that it will notify TrustRadius if Customer becomes aware that TrustQuotes for Salesforce is being used for any illegal or unauthorized purpose.
9. Disclosures.
Customer agrees to disclose all “material connections” to any Reviews regarding Customer or Customer’s products or services, all in accordance with the Federal Trade Commission’s 16 CFR, Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (the “FTC Guides”). A “material connection” is one that could influence the weight or credibility another person would give to any opinions, evaluations, reviews, ratings, messages, or comments in the Reviews, such as an employment or independent contractor relationship, receipt of free or discounted products or services, receipt of payment or other consideration or material benefit from TrustRadius, Customer, or a third party. Customer also agrees that all use of Reviews and Permitted Excerpts will comply with the FTC Guides and shall not contain any false or misleading statements regarding Customer or Customer’s products or services, and will otherwise comply with all applicable laws, rules and regulations.
10. Representations and Warranties; Disclaimer.
Customer represents and warrants that: (a) it will not engage in any illegal or fraudulent business practice in connection with its use of TrustQuotes for Salesforce; and (b) it has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder.
NEITHER TRUSTRADIUS NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO TRUSTQUOTES FOR SALESFORCE SERVICE, DOCUMENTATION OR ANY REVIEWS OR OTHER MATERIALS, ALL OF WHICH ARE LICENSED HEREUNDER ON AN AS-IS BASIS. ALL IMPLIED WARRANTIES AS TO THE SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. NEITHER TRUSTRADIUS NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT TRUSTQUOTES FOR SALESFORCE, THE DOCUMENTATION, OR ANY MATERIALS ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. TRUSTRADIUS IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH ANY UPDATES TO TRUSTQUOTES FOR SALESFORCE, DOCUMENTATION, OR MATERIALS BUT MAY ELECT TO PROVIDE CUSTOMER WITH UPDATES IN ITS SOLE DISCRETION.
11. Limitation of Liability.
WITHOUT LIMITING THE LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS OF USE, NEITHER TRUSTRADIUS NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR LOSS OF DATA, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF TRUSTRADIUS OR ITS LICENSORS AND/OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. IN NO EVENT WILL TRUSTRADIUS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS (USD 1000.00). ADDITIONALLY, IN NO EVENT SHALL TRUSTRADIUS’ LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT.
12. Indemnification.
Customer shall indemnify, defend and hold TrustRadius and any of its officers, directors, employees, agents or affiliates (collectively, the “TrustRadius Indemnitees”) harmless against any costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) that such TrustRadius Indemnitee suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party (“Claim”) alleging or arising out of Customer’s or its Authorized Users’ use of TrustQuotes for Salesforce or any Reviews, Permitted Excerpts or other Materials other than as permitted under this Agreement, or any use the SFDC Platform; provided, that TrustRadius (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of the Claim; and (c) provides to Customer all reasonable assistance, at Customer’s expense. Notwithstanding anything herein to the contrary, Customer shall not consent to any settlement or compromise of, or the entry of any judgment with respect to, any third-party claim without the prior written consent of TrustRadius (which consent shall not be unreasonably withheld, delayed, or conditioned).
13. Maintenance.
TrustRadius is not obligated to provide updates, enhancements or maintenance for TrustQuotes for Salesforce, the Documentation, or Materials.
14. Term and Termination.
The term of this Agreement commences on the effective date of the applicable Order Form and continues for the duration of the Commitment Period specified in such Order Form, unless the Order Form is or this Agreement is earlier terminated as provided in this Agreement.
Except as otherwise specified in the Order Form, this Agreement and the applicable Order Form shall automatically renew for additional periods equal to the Commitment Period (“Renewal Periods”) unless one party gives the other party written notice of non-renewal at least 15 days prior to the beginning of a Renewal Period.
Either party may terminate this Agreement for cause upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; (b) commits any material breach of any provision of this Agreement (including any breach which has resulted in a Suspension) and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree. Customer shall have the right to terminate this Agreement for convenience upon written notice to TrustRadius; provided, however, that under no circumstances shall Customer be entitled to any refund of any fees as a result of such termination. Upon any termination for cause by TrustRadius, Customer shall pay any unpaid fees covering the remainder of the Commitment Period, the past Renewals Periods and the then current Renewal Period. In no event shall any termination relieve Customer of the obligation to pay any fees payable to TrustRadius for the period prior to the effective date of termination.
Without limiting any of its other rights, including those under the Terms of Use, TrustRadius may terminate Customer’s or any Authorized User’s access to and license to use any portion of the Materials including any Reviews and Permitted Excerpts (“Identified Materials”), (a) for which DMCA claims, or claims of intellectual property infringement, false endorsement, false advertising, or other violation of rights, laws, or regulations are received by TrustRadius and/or by Customer or any Authorized User; (b) where Customer’s or any Authorized User’s continued use is prohibited in any respect by the action of any judicial, administrative or like authority, or as a result of an agreement with a third party to settle a dispute relating to a copyright, trademark, service mark, false advertising or other claim, (c) where TrustRadius determines that the continued use of the Identified Materials by Customer or any Authorized User may impose potential liability on TrustRadius; or (d) where Customer or any Authorized User is using the Identified Materials in breach of this Agreement (“Content Termination”). In the event of a Content Termination, Customer shall immediately cease use of the Identified Materials, and TrustRadius will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Content Termination.
Upon expiration or termination of this Agreement, (a) all licenses granted to Customer and its Authorized Users hereunder shall terminate and Customer shall cease use of the TrustQuotes for Salesforce and any Materials (including, but not limited to Reviews and Permitted Excerpts); (b) all fees and other amounts owed to TrustRadius shall be invoiced by TrustRadius and immediately due and payable by Customer; and (c) TrustRadius may disable Customer’s ability to access the TrustRadius Service via TrustQuotes for Salesforce and to transfer and display Materials (including, but not limited to Reviews and Permitted Excerpts) from the TrustRadius Service to TrustQuotes for Salesforce.
This Section and Sections 1, 6, 10, 11, 12, and 15 shall survive any termination or expiration of these Terms unless limited therein to the Commitment Term.
15. Miscellaneous.
The parties hereto are independent contractors. Other than to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of Customer’s assets, Customer will not assign, delegate or transfer its rights or obligations under this Agreement without the express prior written consent of TrustRadius, and any purported or attempted assignment in violation of the foregoing is null and void. This Agreement will be governed and construed in accordance with the laws of the State of Texas without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act shall not apply to this Agreement. If any terms of this Agreement are found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. TrustRadius’ failure to enforce any provisions of this Agreement is not a waiver of such provision. This Agreement (including the Terms of Use and applicable Order Form(s)) is the entire agreement between Customer and TrustRadius with respect to the use of the TrustQuotes for Salesforce and supersedes all prior or contemporaneous negotiations, discussions or agreements between Customer and TrustRadius. In the event of a conflict between the terms of this Agreement and the Terms of Use, the terms of this Agreement shall prevail.