TrustQuotes for Web License 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 Licensee’s account with TrustRadius used to access and use the TrustRadius Service.
“Analytics Data” means data that is collected from Licensee’s use of the Software.
“Commitment Period” means the minimum term for Trustquotes For Web Software as defined in the Order Form.
“Documentation” means any proprietary documentation made available to Licensee by TrustRadius for use with the Software, including any documentation available online or otherwise.
“Order Form” means the TrustRadius ordering document, agreed to between the parties, under which Licensee agrees to license the Software from TrustRadius. Such Order Forms are hereby incorporated by reference into this Agreement.
“Materials” has the meaning set forth in the Terms of Use.
“Software” means TrustRadius’ TrustQuotes for Web software, which Licensee is permitted to embed within Licensee’s Licensed Webpages (as defined in Section 3) under the terms of this agreement for the purpose of displaying certain Material (as defined in the Terms of Use) from the TrustRadius Service.
“Site” has the meaning set forth in the Terms of Use.
“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.
“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 the Software, Licensee must have a current, valid Subscription to use the TrustRadius Service under the terms of the Terms of Use. As further set forth in the Terms of Use, Licensee is responsible for maintaining the confidentiality of Licensee’s Passwords and for all activities that occur using Licensee’s Account.
3. Licenses
Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, including, without limitation, Licensee’s payment of all applicable fees, TrustRadius hereby grants Licensee a limited, revocable, non-transferable non-exclusive, non-sub licensable license to:
a.install, copy and embed the Software in Licensee-owned webpages that advertise the Licensee product(s) or service(s) specified in the applicable Order Form (each a “Licensed Webpage”);
b.utilize the configuration options of the Software expressly described in the Documentation, solely for Licensees use as expressly authorized herein;
c. access the TrustRadius Service, via the Software to receive product and services reviews for the product(s) or service(s) specified in the applicable Order Form, and display those reviews on the Licensed Webpages as permitted by the Software’s functionality and described in the Documentation.
Each use of the Software must display a link to the Site and permit successful linking or redirection to the full content of the original review on the Site. Licensee shall include, in the terms of use applicable to the Licensed Webpages, provisions that prohibit users of the Licensed Webpages from (i) violating any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) infringing any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) and (iii) framing, mirroring, hosting or otherwise distributing the Materials without TrustRadius’ express written permission.
Licensee hereby grants TrustRadius a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to use Licensee’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 Licensee’s web site) for the purposes of advertising or publicizing TrustRadius, the Software and the TrustRadius Service.
4. Fees and Payments
Licensee 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 the Software 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 Software will be invoiced in accordance with the applicable Order Form. Except as otherwise set forth in the applicable Order Form, Licensee agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date. Licensee 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 Licensee cannot be processed or are thirty (30) or more days overdue, TrustRadius may, without limiting TrustRadius’ other rights and remedies, suspend Licensee’s ability to access the TrustRadius Service until such amounts are paid in full.
Licensee 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 Licensee’s responsibility under this if invoiced to Licensee. Licensee’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 Licensee written notice of such pricing increase at least thirty (30) days before the effective date of such increase.
5. Proprietary Rights.
Licensee 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 Software, including, without limitation, any intellectual property or other proprietary rights which exist in the Software (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.
Except as expressly permitted herein, Licensee will not nor will Licensee allow any third party to: (i) modify, adapt, translate or otherwise create derivative works of the Software, 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; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software or TrustRadius Service; (iv) remove any proprietary notices or labels from the Software; (v) use the Software in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by TrustRadius; (vi) use the Software on any website that disparages TrustRadius or its products or services or infringes any TrustRadius intellectual property or other rights; or (v) 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. Licensee will comply with all applicable laws and regulations in Licensee’s use of and access to the Software and TrustRadius Service (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
If Licensee sends or transmits any Feedback suggesting or recommending changes to the Software, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Licensee hereby assigns all right, title, and interest in, and TrustRadius is free to use, without any attribution or compensation to Licensee, 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. Licensee 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 Licensee has no right to compel such use, display, reproduction, or distribution.
6. Service Availability.
The Site and TrustRadius Service 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. Such unavailability will negatively impact Licensee’s ability to use the Software and display Materials on the Licensed Webpage(s). 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 Licensee’s registered e-mail address.
TrustRadius may temporarily suspend Licensee’s access to any portion or all of 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) Licensee’s use of the Software 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) Licensee are using the Software or TrustRadius Service for fraudulent or illegal activities; (d) Licensee is using the Software or TrustRadius Service in breach of this Agreement; or (e) Licensee 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 Licensee. TrustRadius will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Licensee may incur as a result of any Suspension.
7. Service Use Restrictions
Licensee 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 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 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 otherwise attempt to use the TrustRadius Service 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 the Software or TrustRadius Service; (e) forge headers or otherwise manipulate identifiers in order to disguise Licensee’s identity, or the origin of any message or other communication that Licensee sends to TrustRadius in connection with the Software or TrustRadius Service; (f) pretend that Licensee is, or that Licensee represents, someone else; (g) use the Software to track or collect personally identifiable information of Internet users; or (h) use the Software 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, including, without limitation, laws applicable to the export of software and data.
Licensee hereby agrees that it will notify TrustRadius if Licensee becomes aware that the Software is being used for any illegal or unauthorized purpose.
8. Disclosures
Licensee agrees to disclose all “material connections” to any Materials from the TrustRadius Service regarding Licensee or Licensee’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 Materials, 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, Licensee, or a third party. Licensee also agrees that all use of Materials from the TrustRadius Service will comply with the FTC Guides and shall not contain any false or misleading statements regarding Licensee or Licensee’s products or services, and will otherwise comply with all applicable laws, rules and regulations.
9.Representations and Warranties; Disclaimer
Representations and Warranties; Disclaimer. Licensee represents and warrants that: (a) it will not engage in any illegal or fraudulent business practice in connection with its use of the Software; 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 THE SOFTWARE, DOCUMENTATION OR ANY MATERIALS. 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 LICENSEE. NEITHER TRUSTRADIUS NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE SOFTWARE, DOCUMENTATION, OR MATERIALS ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. TRUSTRADIUS IS NOT OBLIGATED TO PROVIDE LICENSEE WITH ANY UPDATES TO THE SOFTWARE, DOCUMENTATION, OR MATERIALS BUT MAY ELECT TO PROVIDE LICENSEE WITH UPDATES IN ITS SOLE DISCRETION.
10. Limitations 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 LICENSEE. 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.
11. Idemnification
Licensee 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 Licensee’s use of the Software or any Materials other than as permitted under this Agreement; provided, that TrustRadius (a) promptly gives Licensee written notice of the Claim; (b) gives Licensee sole control of the defense and settlement of the Claim; and (c) provides to Licensee all reasonable assistance, at Licensee’s expense. Notwithstanding anything herein to the contrary, Licensee 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).
12. Maintenance and Support
TrustRadius is not obligated to provide updates, enhancements or maintenance, technical or other support for the Software, Documentation, or Materials.
13. 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 earlier terminated as provided in this Agreement. Except as otherwise specified in the applicable Order Form, the term of this Agreement shall automatically renew for additional periods equal to the Commitment Period unless one party gives the other written notice of non-renewal prior to the expiration of the then current term.
Either party may terminate this Agreement 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. Upon any termination for cause by Licensee, TrustRadius shall refund Licensee any prepaid fees for the remainder of the then current Commitment Period (as applicable) after the effective termination date. Upon any termination for cause by TrustRadius, Licensee shall pay any unpaid fees covering the remainder of the then current Commitment Period for all Order Forms after the effective date of termination. In no event shall any termination relieve Licensee of the obligation to pay any fees payable to TrustRadius for the period prior to the effective date of termination.
Licensee shall have the right to terminate this Agreement for convenience upon written notice to TrustRadius; provided, however, that under no circumstances shall Licensee be entitled to any refund of any fees as a result of such termination.
Upon expiration or termination of this Agreement, (a) Licensee’s license to use the Software and any Materials shall terminate and Licensee shall cease use of the Software and any Materials; (b) all fees and other amounts owed to TrustRadius shall be immediately due and payable by Licensee; and (c) TrustRadius may disable Licensee’s ability to access the TrustRadius Service via the Software and to display Materials on the Licensed Webpage(s).
This Section and Sections 1, 5, 8, 9, 10, 11 and 14 shall survive any termination or expiration of these Terms unless limited therein to the Subscription Term.
14. 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 Licensee’s assets, Licensee 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 Licensee and TrustRadius with respect to the use of the Software and supersedes all prior or contemporaneous negotiations, discussions or agreements between Licensee and TrustRadius.