TERMS AND CONDITIONS FOR FREE ACCOUNTS (VERSION 3.1, DECEMBER 2016)
These terms and conditions (the "Agreement") is entered into by the company referenced in the signup form ("Customer") and Trustpilot, Inc. ("Trustpilot"). The Customer is signing up to use the basic services, as listed on the signup page (the "Trustpilot Service"), including where the Customer is granted a free trial of the Trustpilot Service ("Free Trial"). If using the Free Trial, please see section 1.5 below and Appendix A.
The Agreement includes (i) the signup form or order form (if applicable), which contains details of the Customer's order of free use of the Trustpilot Service ("Signup Form"), (ii) Appendix A (if applicable) and (iii) all operating rules, policies and guidelines (collectively, the "Guidelines") that are referred to herein or that may otherwise be published by Trustpilot on its websites (as new Guidelines may be created and other Guidelines may be amended from time to time), including without limitation:
• Trustpilot's "Guidelines for companies' use of the Trustpilot Service" ("Company Guidelines") - legal.trustpilot.com/company-guidelines
• Trustpilot's "Guidelines for the use of Trustpilot trademarks" ("Trademark Guidelines") - legal.trustpilot.com/trademark-guidelines
• Trustpilot's Integration Guidelines (the "Integration Guidelines") - support.trustpilot.com/hc/en-us/articles/202319278-Trustpilot-API-and-Feeds-Service-Review-Integration-Guidelines
• Trustpilot's Copyright Dispute Policy - legal.trustpilot.com/copyright
1 The Trustpilot Service
1.1 Free Account
When the Customer signs up for the Trustpilot Service, Trustpilot will provide the Customer with an account on Trustpilot's website (a "Free Account"). In the Free Account, the Customer will be able to view and have access to some of the services and features that are part of the Trustpilot Service. Trustpilot may at any time and without notice remove, change and alter the services and features made available to the Customer. Trustpilot may offer the Customer additional services, features or free trials of various Trustpilot services in addition to what is described in this Agreement and in the Customer's Free Account. If the Customer uses the additional services and features and/or the free trials, such use will be governed by this Agreement and the Guidelines, and the Customer accepts to comply herewith when using these services, features and free trials.
For the avoidance of any doubt, Trustpilot reserves the right to change the name of the free use of the Trustpilot Service, currently named "Free Account". Such change in name will not in any way affect the validity of this Agreement, including any rights or obligations that the Customer or Trustpilot has according to this Agreement.
1.2 Invitation service
The Free Account may allow the Customer to send out a limited amount of review invitation emails to its customers ("Consumer(s)") via the Trustpilot seller review invitation service (the "Seller Review Invitation Service") and invite Consumers to post reviews of their Service Experiences (as defined in Trustpilot's User Guidelines available at legal.trustpilot.com/user-guidelines).
1.3.1 Trustpilot may make one or more of Trustpilot's TrustBoxes available to the Customer via the Free Account. If TrustBoxes are made available to the Customer in the Free Account, the Customer may implement the TrustBoxes on the domain(s) covered by the Signup Form or order form. Trustpilot reserves to the right to change the Trustboxes that are made available to the Customer, if any, including removing, amending or replacing TrustBoxes at any time without any prior written notice. If the Customer implements TrustBoxes, the Customer accepts that cookies are set by Trustpilot to collect statistics and data about the performance of the TrustBoxes on the Customer's domain(s) on behalf of the Customer. If required by applicable laws, the Customer agrees to provide appropriate notices in accordance with applicable laws to the Consumers about the cookies set by Trustpilot on behalf of the Customer and obtain appropriate consent from Consumers. In addition, Trustpilot will collect data and statistics relating to the Trustpilot Service, including the Seller Review Invitation Service. Trustpilot is authorized to collect general user data and report on the aggregate response rate and other aggregate measures of the performance of the Trustpilot Service provided that the user data is completely anonymized, and no personally identifiable information of the Customer or the Consumers is revealed. Trustpilot may use this anonymized data and statistics for the purposes of providing analysis, reports, benchmarking data and information about the Trustpilot Service to third parties.
1.3.2 If the Customer chooses to use any of Trustpilot's TrustBoxes, it is solely the responsibility of the Customer to ensure that the TrustBoxes are implemented correctly on the Customer's domain(s). As Trustpilot does not warrant and represent the availability of TrustBoxes and as TrustBoxes may be suspended at any time, the Customer must ensure that the Customer's domains and environments that integrate or implement TrustBoxes will not be affected in any way in case TrustBoxes are not accessible, are discontinued or do not respond to the Customer's requests. In addition, the Customer is aware and accepts that if a TrustBox implemented on the Customer's domain is no longer accessible, does not respond to the Customer's requests or is discontinued, this may entail the occurrence of an empty placeholder on the Customer's domain where the TrustBox was originally placed. The Customer accepts that the Customer has the sole responsibility for any defects on the Customer's domains caused by or arising out of the use of TrustBoxes regardless of whether such TrustBoxes are correctly or incorrectly implemented.
1.4 Non-Trustpilot applications
Non-Trustpilot applications can be web-based or offline software applications that connect or interoperate with the Trustpilot Service. Non-Trustpilot applications include applications that are developed for or by the Customer, applications that are listed in online directories, app-stores, catalogues or similar marketplaces, or third-party applications that are identified as Trustpilot applications. These non-Trustpilot applications can be made available to the Customer by Trustpilot or a third party. The Customer's use of non-Trustpilot applications, and any exchange of data between the Customer and the non-Trustpilot application provider, is solely a matter between the Customer and the non-Trustpilot application provider. If the Customer installs or enables non-Trustpilot applications that connect with the Trustpilot Service, including the Seller Review Invitation Service, the Customer accepts that Trustpilot may allow the non-Trustpilot application provider to access the Customer's data, including Consumer data and confidential information, as required for the connection and interoperation of the non-Trustpilot application with the Trustpilot Service. The Customer may be required to accept separate terms for the use of non-Trustpilot applications, and such terms will apply to the relationship between the Customer and the non-Trustpilot application provider regarding the use of the non-Trustpilot application. It is the sole responsibility of the Customer to ensure that such terms provide appropriate protection of and access to the Customer's data, including Consumer data and confidential information. The Trustpilot Service may also contain features that are designed to connect or interoperate with non-Trustpilot applications. If the Customer wishes to enable such features, the Customer may be required to grant Trustpilot access to the Customer's account(s) on the non-Trustpilot applications and the Customer warrants that Trustpilot is lawfully entitled to access such information on behalf of the Customer. If the non-Trustpilot application provider ceases to make the non-Trustpilot application available to the Customer, Trustpilot reserves the right to cease to provide these features to the Customer without entitling the Customer to any refund or compensation. Non-Trustpilot application providers are not sub-data processors or subcontractors of Trustpilot, and Trustpilot is not responsible for the non-Trustpilot application providers' conduct or negligence, including but not limited to any disclosure, modification, corruption, loss or deletion of the Customer's data resulting from any access by a non-Trustpilot application provider to the Customer's data from the Trustpilot Service via a non-Trustpilot application used, enabled or installed by the Customer. For the avoidance of doubt, Trustpilot is not responsible and shall have no liability or obligation for non-Trustpilot applications, and Trustpilot makes no representation and gives no warranty in relation to any non-Trustpilot applications, whether or not they are designated by Trustpilot as "certified" or with a similar designation.
1.5 Free Trial
The Customer may be offered the option to sign up for a Free Trial, which will grant the Customer access to additional Trustpilot services for free for a temporary period. The length of the Free Trial period will be described in the Signup Form ("Free Trial Period"). The Free Trial Period will start on the date when the Customer signs up or as otherwise stated in the Signup Form and will continue for the Free Trial Period, unless terminated earlier pursuant to section 6 in this Agreement. The Free Trial is further described in Appendix A to this Agreement. Upon expiration of the Free Trial Period, the Customer will no longer have full access to the Trustpilot Service. The Customer will, however, still have access to the Free Account unless Trustpilot decides to terminate the Agreement pursuant to section 6.2. Trustpilot reserves the right, in its sole discretion, to refuse to allow a Customer to sign up for a Free Trial.
1.6 Trustpilot Labs
The Customer may have access to Trustpilot labs which is a testing ground ("Trustpilot Labs") where Customers can test prototypes and experimental features that Trustpilot may make available from time to time ("Lab Features") and offer feedback directly to the engineers who developed them. However, the Customer's use of Trustpilot Labs is without support from Trustpilot. Trustpilot makes no warranties that the Lab Features will ever be a part of the Trustpilot Service. If Trustpilot decides to make one or more of the Lab Features available as a part of the Trustpilot Service, the Customer might need to upgrade its subscription to gain access to such features. Due to the nature of Trustpilot Labs, including the available Lab Features, the Customer accepts that Trustpilot Labs and the Lab Features may be modified, updated, interrupted, suspended or discontinued at any time without liability or notice from Trustpilot. The Lab Features are provided "as is" and Trustpilot makes no guarantee that the features will be fit for the Customer's purpose, or that they will be accurate, reliable, timely, secure, error-free or uninterrupted, or that any defects will be corrected. The Customer bears the risk of using Trustpilot Labs and Trustpilot has no liability whatsoever in contract, tort (including for negligence) or otherwise for any loss (whether direct, indirect or consequential) suffered by the Customer or any third party in relation to the Customer's use of Trustpilot Labs. If the Customer uses Trustpilot Labs, the Customer agrees that Trustpilot may contact the Customer with questions about the Customer's use of the Lab Features and that Trustpilot may use the Customer's feedback pursuant to section 11.
2 Responsibility for user content and endorsements
2.1 Responsibility for User Content
Trustpilot is not responsible and assumes no liability for the Consumers' and other third parties' conduct on Trustpilot's websites or the use of the Trustpilot Service, including any review and other content published by the Consumers and other users ("User Content").
2.2 No endorsement
The Agreement shall not be considered or interpreted in any way as approval, endorsement or recommendation of the Customer by Trustpilot, or of the Customer's products or the Customer's services. The Customer shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
3 The customer's obligations
3.1 The Customer's general obligations
The Customer shall be obligated to (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (ii) only use the Trustpilot Service on the domain(s) covered by the Agreement; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times, including without limitation applicable privacy laws. The Customer acknowledges that Trustpilot will have no responsibility for the Customer's compliance with Privacy Laws.
3.2.1 When the Customer signs up for a Free Account, a password for login purposes for that account is created. This password may only be used by and for the Customer. The Customer is responsible for all use of the Trustpilot Service occurring under the Customer's Free Account. The login to the business account may not be shared. If the Customer has a need for more than one person to have access to the Customer's business account, the Customer must ensure that each person has his or her own login. Access to multiple business logins may require that the Customer licenses additional modules on the Trustpilot Service. The Customer and any person with a unique login to the Customer's business account must be contactable at any time via email as Trustpilot's system relies on continuous user authentication to be carried out via email, with no options for Trustpilot staff to bypass this, thus ensuring security. 3.3 Usage of the Seller Review Invitation Service
3.3.1 If the Customer enables the Seller Review Invitation Service, the Customer must provide Trustpilot with the data necessary for Trustpilot to create and send out invitations to Consumers. The data must be sent to Trustpilot using the provided interfaces and must include name, email address and reference number. The Customer warrants and represents that the Customer is entitled (including having obtained all necessary consents from the Consumers) to allow Trustpilot to process this data as required in order to deliver the Seller Review Invitation Service and that the use of such data by Trustpilot to deliver the Seller Review Invitation Service shall not breach any applicable laws related to data privacy.
3.3.2 Through the Seller Review Invitation Service, the Customer will have access to review invitation templates. The Customer recognises that these templates are provided on an "as is" basis, and if the Customer chooses to use any of these review invitation templates it is the sole responsibility of the Customer to ensure that the review invitation template meets all applicable legal and regulatory requirements.
3.3.3 The Customer acknowledges and agrees that the Customer, and not Trustpilot, is and will be the sole or designated "sender" of any and all messages sent or caused to be sent by Trustpilot to Consumers via the Review Invitation Service (each, an "Invitation Email"). Without limiting any other obligation of the Customer contained in this Agreement, the Customer agrees to:
a) Provide Trustpilot with a "from" name that accurately identifies (by individual or company name) the person or company initiating the Invitation Email as the sender of such Invitation Email. The Customer shall notify Trustpilot of any changes to the "from" name.
b) Provide Trustpilot with a valid, operational return email address that (I) is routinely monitored by the Customer personnel, (II) remains operational for the duration of the Agreement and (III) remains operational for as long as required by all applicable laws and regulations.
c) If required in accordance with applicable laws and regulations, ensure that all Invitation Emails contain an unsubscribe link and text that meets all applicable legal requirements, so that it is possible for recipients to request not to receive future commercial email messages from Customer and accommodate such requests in accordance with all applicable laws and regulations.
d) Accurately describe the subject matter of the Invitation Email within the "subject" header of the Invitation Email so that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.
3.3.4 The Invitation Email must include the Customer's valid, physical postal address as well as clear and conspicuous identification that the Invitation Email is an advertisement or solicitation if this is the case.
4 Changes of the agreement and guidelines
4.1 Changes and amendments
Trustpilot is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Trustpilot on its websites from time to time. The latest applicable versions will be available on Trustpilot's websites.
4.2 Applicable version
Trustpilot will give the Customer prior notice on its websites if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. The Customer agrees that the continued use of the Trustpilot Service after any posted modified versions of the Agreement or the Guidelines entails the Customer's acceptance hereof.
5 Acceptance, term of the agreement and cost
5.1 Effective Date
The Agreement becomes binding and effective on the date ("Effective Date") that the Customer:
- Clicks on the designated "accept" button; or
- Otherwise confirms its acceptance in writing, including by email.
5.2 Duration The Agreement remains in force in accordance with the term described in the Signup Form. If an Signup Form is not applicable, the Agreement remains in force until terminated by one of the parties, as set forth in section 6.
5.3 Remuneration Use of the Trustpilot Service under this Agreement is free of charge.
6.1 Termination by the Customer
The Customer can discontinue its use of the Trustpilot Service at any time. Moreover, the Customer has the option to close down its Free Account at any time. Closing of the Free Account means that the Trustpilot Service will no longer be available to the Customer. Closing of the Free Account and discontinuation of the Trustpilot Service can be done by contacting firstname.lastname@example.org.
6.2 Termination by Trustpilot and suspension
Trustpilot may, without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate the Customer's access to the Trustpilot Service, terminate the Agreement, suspend or terminate the Customer's Free Account. Trustpilot will notify the Customer of such termination or suspension.
6.3 Obligations upon termination
Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 13).
6.4 Discontinuation of use
In case of termination of the Agreement, no matter the cause, the Customer is obligated to cease any use of the Trustpilot Service from the date of termination.
6.5 Seller Reviews will remain on the Trustpilot websites
Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Trustpilot's websites even if such reviews have been posted as a result of the Customer's use of the Seller Review Invitation Service. Reviews will remain on Trustpilot's websites or other third party networks until removed by the respective Consumer or by Trustpilot.
6.6 Injunctive relief
The Customer's unauthorized use of the Trustpilot Service can be prohibited by an injunctive relief without any requirements to post bond or other security.
The Customer shall indemnify, defend and hold harmless Trustpilot and its affiliates and its and their respective officers, directors, employees and agents (collectively "Indemnitees") against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively "Losses") suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) ("Third Party Claim") arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Trustpilot's Service violates the Guidelines or applicable law; (c) Trustpilot's use of Consumer data under this Agreement is in breach of any applicable laws related to data privacy or contractual commitment of the Customer; (d) any email message sent or caused to be sent by Trustpilot on behalf of the Customer violates any applicable law, rule or regulation; (e) The Customer is or has breached any of the warranties or representations made by the Customer in this Agreement. The Customer shall not bring any claim against the Indemnitees arising from or related to any User Content, including without limitation, any claim that the User Content is defamatory, offensive or otherwise harmful. The Customer shall indemnify, defend and hold harmless the Indemnitees against any Losses suffered or incurred by any of the Indemnitees as a result of any such claim, whether such claim is brought by the Customer, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or other associated third parties.
8 Limitation of liability and disclaimer
8.1 "AS IS"
THE USE OF THE TRUSTPILOT SERVICE IS THE RESPONSIBILITY OF THE CUSTOMER. THE TRUSTPILOT SERVICE IS SUPPLIED "AS IS" AND IS AVAILABLE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TRUSTPILOT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TRUSTPILOT SERVICE AND ANY WEBSITE OPERATED BY TRUSTPILOT MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY TO THE CUSTOMER, AND TRUSTPILOT DOES NOT GUARANTEE THE GENERAL APPLICABILITY OR AVAILABILITY OF THE TRUSTPILOT SERVICE.
8.2 IN NO EVENT SHALL TRUSTPILOT (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER ARISING FROM OR RELATED TO THIS AGREEMENT, THE TRUSTPILOT SERVICE OR ANY OF THE WEBSITES OPERATED BY TRUSTPILOT OR ITS PARENT COMPANY REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR (i) ANY LOSS OF PROFITS, CONTRACTS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA OR RECOVERY OF DATA, GOODWILL, SECURITY BREACH RESULTING FROM A FAILURE OF A THIRD PARTY TELECOMMUNICATIONS AND/OR THE INTERNET, ANTICIPATED SAVINGS OR REVENUE (REGARDLESS OF WHETHER ANY OF THESE IS DIRECT, INDIRECT OR CONSEQUENTIAL); (ii) ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH LIABILITIES TO THIRD PARTIES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); (iii) ANY MATTER BEYOND ITS REASONABLE CONTROL; (iv) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; OR (v) DAMAGES, EVEN IF TRUSTPILOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
8.3 SUBJECT TO SECTION 8.4, AS THE TRUSTPILOT SERVICE IS FREE OF CHARGE, TRUSTPILOT IS NOT LIABLE FOR THE CUSTOMER'S USE OF THE TRUSTPILOT SERVICE, INCLUDING WITHOUT LIMITATION LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THE AGREEMENT, THE TRUSTPILOT SERVICE OR ANY OF THE WEBSITES OPERATED BY TRUSTPILOT.
8.4 NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY MATTERS WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9 Representations and warranties
9.1 EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT (I) EACH PARTY HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO GRANT THE RIGHTS GRANTED HEREUNDER AND TO CARRY OUT THE TERMS AND CONDITIONS CONTAINED HEREIN; (II) THE EXECUTION OF THIS AGREEMENT BY SUCH PARTY, AND THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS HEREUNDER, DO NOT AND WILL NOT VIOLATE OR CONFLICT WITH ANY AGREEMENT TO WHICH SUCH PARTY IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (III) WHEN EXECUTED AND DELIVERED BY SUCH PARTY, THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
10 Assignment and transfer
The Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Trustpilot. Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Trustpilot's prior written consent.
Trustpilot is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
11 Intellectual property rights
11.1 Exclusive rights of Trustpilot
The Trustpilot Service, including any content on the Trustpilot Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Trustpilot and will be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. The Customer shall not reverse engineer or otherwise attempt to discover the source code, object code or any trade secret related to the Trustpilot Service or any underlying technology. If the Customer provides feedback, ideas, suggestions or comments on or regarding Trustpilot's websites, the Trustpilot Service, the Lab Features or other services offered by Trustpilot ("Feedback"), the Customer hereby grants to Trustpilot a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
11.2 Trustpilot Designs
The Customer is only permitted to use Trustpilot's logos, graphics and trademarks ("Trustpilot Designs") if such right has been granted to the Customer by Trustpilot. The Customer will be able to see if such right has been granted by viewing the Customer's Free Account on Trustpilot's website. If such right has been granted, the Customer is only entitled to use Trustpilot Designs in accordance with the Guidelines.
11.3 General reference to the Customer
The Customer agrees that Trustpilot may use the Customer's name and logo on Trustpilot's websites and as a part of a general list of Trustpilot's customers for use and reference in corporate, promotional and marketing material.
12.1 Confidential information The parties are mutually obliged not to reveal the content of the Agreement to any third parties and to keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the par¬ties may have exchanged or may in the future exchange regarding their undertakings or business relationships under or in relation to this Agreement. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
12.2 Compliant disclosure of confidential information
The duty of confidentiality does not include information which is already published or publicly known unless the publica¬tion is due to a breach of the confidentiality obligations laid down in the Agreement. Disclosure of confidential information is not prohibited if such disclosure: (a) is in response to a valid order or request of a court or other governmental body or in order for the party to cooperate with authorities, courts or governmental bodies; (b) is requested to be disclosed on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request; or (c) is otherwise required by law.
Notwithstanding the foregoing confidentiality obligation, the parties shall be entitled to disclose the existence of this Agreement to third parties including its termination.
13 Severability, survival and precedence
The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.
The following sections shall survive termination of this Agreement; sections 6, 7, 8, 9, 11, 12, 13, 15 and any other section that by its nature is intended to survive expiry or termination of the Agreement.
If there are any discrepancies, disputes, differences or the like between the Agreement and the Guidelines, the Guidelines shall prevail.
14 Entire agreement and variation
14.1 The Agreement constitutes the entire agreement between the Customer and Trustpilot in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
14.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
15 Governing law and jurisdiction
15.1 The Agreement, and any disputes directly or indirectly arising from or related to the Agreement, shall be governed exclusively by the laws of the State of New York, without regard to the conflicts of provisions thereof (except Section 5-1401 of the New York General Obligations Laws). Any disputes relating to or accruing from the Agreement and the Customer's use of Trustpilot's services must be settled exclusively in the state or federal courts located in New York County, New York, and the parties hereby consent to the jurisdiction of such courts and waive any objections to the laying of venue in such courts.
15.2 EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
16 Copyright dispute policy
It is Trustpilot's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue repeat offenders. Trustpilot has adopted a policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/¬dmca.pdf). This policy is available on www.trustpilot.com and contains instructions for contacting Trustpilot's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent").
17 Notices and contact
17.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email, hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement or the Signup Form.
17.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at 9.00 am on the first business day following delivery.
17.3 The Customer can send notices to Trustpilot via email at email@example.com or at the following mailing address:
Trustpilot, Inc. Attn: Support 245 Fifth Avenue, 5th Floor New York, NY 10016
The provisions of this Appendix A shall apply together with the rest of the Agreement if the Customer is granted a Free Trial, in accordance with section 1.5 of the Agreement.
1 Trustpilot's obligations
1.1 In addition to the services provided under the Free Account, Trustpilot may provide the following services to the Customer during the term of the Free Trial:
1.1.1 Trustpilot's logos, graphics and trademarks (the "Trustpilot Designs") as specified in the Trademark Guidelines which the Customer may use to display the TrustScore and review snippets in the Customer's sales promotion materials and on the domain(s) mentioned in the Signup Form and in accordance with section 11 of the Agreement.
1.1.2 Access to Trustpilot's Seller Review Invitation Service, which sends an email to Consumers on the Customer's activation with an invitation to post reviews of their shopping experiences.
1.1.3 Access to Trustpilot's product review invitation service (the "Product Review Invitation Service"), which sends an invitation to Consumers to post reviews of their experiences with the products sold by the Customer upon the Customer's activation. The invitation includes an invitation text and a direct link to the Trustpilot Service, where the Consumer can post a review of the Customer's products and at the same time automatically be registered on the Trustpilot Service. The invitation is sent by Trustpilot on behalf of the Customer, and it is thus a precondition for the Product Review Invitation Service that the Customer provides Trustpilot with the necessary information, in accordance with section 2.1. If the Customer enables the Product Review Invitation Service, all provisions in the Agreement covering the use of Seller Review invitation Services will also apply to the Product Review Invitation Services.
1.1.4 Access to additional TrustBoxes. After the expiration of the Free Trial, the Customer will no longer have access to additional TrustBoxes that are not included in the Free Account. At the end of the Free Trial Period, the Customer must therefore cease all use of the TrustBoxes not included in the Free Account and remove such TrustBoxes on the Customer's domain(s). It is solely the responsibility of the Customer to ensure that TrustBoxes are implemented correctly on the Customer's domain(s) as per section 1.3 of the Agreement.
1.1.5 Access to Trustpilot's API solutions Trustpilot has two API solutions: Trustpilot's public API and Trustpilot's customer API (collectively, the "API Solutions"). Should the Customer request so, Trustpilot will provide the Customer with a key to get access to one or both of the API Solutions. Trustpilot reserves the right not to issue a key to the Customer in case of suspicion that the Customer is carrying out conduct in violation of the Agreement or the Guidelines.
2 The Customer's obligations
2.1 Usage of the Review Invitation Services
2.1.1 If the Customer enables the Product Review Invitation Service, the Customer must provide the necessary data for Trustpilot to create and send out invitations to Consumers. The data must be sent to Trustpilot using the provided interfaces and must include name, email address, reference number and product information, including a link to the product on the Customer's website, a link to an image of the product, SKU for the product and a title. The Customer warrants and represents that the Customer is entitled to allow Trustpilot to process this data as required to deliver the Product Review Invitation Service (including having obtained all necessary consents from the Consumers) and that the use of such data by Trustpilot to deliver the Product Review Invitation Service does not breach any applicable laws related to data privacy.
2.2 Indexing of review content
2.2.1 Product reviews The parties agree that the Customer may allow Google and other search engines to index the product review content to achieve better organic search engine results and publish Google rich snippets for the content on the Customer website.
2.3 The API Solutions
If the Customer is entitled to use one or both of the API Solutions, and access is granted to the Customer, the Customer agrees to access and use the API Solutions in accordance with the requirements outlined in the Integration Guidelines.
2.4 Display and use of reviews, TrustScore and Trustpilot Stars
For the duration of the Free Trial Period, the Customer is granted a license to display reviews, the TrustScore and/or Trustpilot Stars on the Customer's domain(s) covered by the Agreement. Such display must be in accordance the requirements laid down in the Agreement. At the end of the Free Trial, the Customer must cease all use of the reviews, the TrustScore and/or Trustpilot Stars and remove any such display on Customer's domain(s) and elsewhere.