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Addendum - Preferred Subscription Pricing (Trustpilot, Inc.)February 2021
Any words that are defined in the Master Partner Agreement have the same meanings when used in this addendum.
This addendum (the “Addendum”) under the Master Partner Agreement between Trustpilot and the Partner governs the Partner’s purchase of Trustpilot subscriptions for other Trustpilot business users.
The terms herein are subject to the terms of the Order Form and the Master Partner Agreement which is incorporated herein by reference. If there are any discrepancies, disputes, differences or the like between this Addendum and the Master Partner Agreement, the Master Partner Agreement shall prevail.
1.1. “Account Holder” means a Trustpilot business user who has claimed their business’s profile page on Trustpilot.com and accepted Trustpilot’s terms and conditions for business’s access and use of Trustpilot services.
1.2. “Purchaser” means the Partner when buying a Trustpilot subscription for an Account Holder under this Addendum.
1.3. “Trustpilot Subscription” means the subscriptions made available to Partner in section 4 of this Addendum.
1.4. “Subscription Agreement” means collectively a subscription order form provided by Trustpilot after its approval of a subscription purchase and the terms listed in Appendix 1 of this Addendum that are applicable to each Trustpilot Subscription purchase by Partner.
To be eligible to purchase a Trustpilot Subscription for an Account Holder, the Partner must first register a subscription request and Trustpilot must approve each. Partner must register by submitting a complete list of the information below to Trustpilot at firstname.lastname@example.org for each Account Holder. After Trustpilot receives a completed submission it will notify Partner or approval or rejection within 7 business days.
Submission information required:
- Business name of Account Holder
- Account Holder’s domains requested to receive a Trustpilot subscription
3. Subscription purchase
3.1. Partner may purchase a Trustpilot Subscription for each Account Holder and Account Holder domain after Partner submission and approval by Trustpilot.
3.2. Notwithstanding anything stated in this Addendum, Trustpilot will have no obligation offer or to enter into a Subscription Agreement with the Partner or an Account Holder without prior approval in its sole discretion.
3.3. Each Trustpilot Subscription purchase by Partner requires Partner to agree to and sign a Subscription Agreement before any subscription services are provided to an Account Holder.
3.4. In the event of termination or expiration of this Addendum or Master Partner Agreement (whichever is earlier), Partner will not be able to purchase or renew any Trustpilot Subscriptions for other businesses. However, Trustpilot Subscriptions purchased for Account Holders during the effective dates of this Addendum will remain effective until the date of their natural expiration or termination, whichever is earlier.
4. Trustpilot Subscription and Pricing
The Trustpilot subscriptions and related pricing available for Partner to purchase for Account Holders will be provided by Trustpilot's nominated Partner manager and/or Business Development representative and will be based upon the Account Holder's business size and Trustpilot subscription requirements.
SUBSCRIPTION AGREEMENT TERMS
These Subscription Agreement Terms are between Trustpilot, Inc. (“Trustpilot”) and the Purchaser (each a “Party”).
“Account Holder” is the person or entity listed as the Account Holder in the Order Form.
“Subscription Agreement” means, collectively: (a) these Subscription Agreement Terms; (b) each Subscription Order Form; and (c) the Guidelines.
“Guidelines” means, collectively, all operating rules, policies, codes and guidelines issued by Trustpilot and or otherwise published on Trustpilot Websites, including those published on legal.trustpilot.com as may be later amended and/or supplemented.
“Purchaser” is the person or entity listed as the Purchaser in the Order Form.
“Subscription Order Form” means the order form provided to the Purchaser (whether in electronic or physical format) by Trustpilot, as may later be amended and/or supplemented.
“Subscription Period” means: the subscription period for Trustpilot Services specified in the Subscription Order Form.
“Trustpilot Services” means, collectively the services, products, tools, modules and/or features offered by Trustpilot pursuant to the Subscription Order Form (each an “Subscription Order Form”).
“Trustpilot Websites” means websites operated by Trustpilot or its affiliates.
1. Acceptance and term of the Subscription Agreement
1.1. The Subscription Agreement becomes binding and effective when the Purchaser accepts the Subscription Agreement by electronically or physically signing the Subscription Order Form.
1.2. Unless terminated earlier in accordance with clause 7 (Termination and suspension), the Subscription Agreement continues in force until expiry of the Subscription Period.
1.3. Trustpilot may amend, supplement and/or delete all or any part of the Guidelines in its sole and absolute discretion. The Purchaser will be bound by any and all future changes to the Guidelines without any acceptance, confirmation or action by the Purchaser.
2. Trustpilot Services
During the Subscription Period, Trustpilot will provide the Account Holder with the Trustpilot Services as defined in the Subscription Order Form.
3. Purchaser’s obligations
3.1. Purchaser must at all times) comply with all applicable laws and regulations with respect to its activities under the Subscription Agreement.
3.2. The Purchaser acknowledges that the Account Holder must access and use Trustpilot Services at all times in accordance with: (a) the terms and conditions for businesses that the Account Holder agrees to when claiming its domain profile(s) on Trustpilot.com; and (b) the Guidelines (the “Account Holder’s Agreement”). If at any time the Account Holder does not agree with, or cannot comply with, the Account Holder’s Agreement, the Account Holder must not access or use any Trustpilot Services.
The Subscription Agreement is not in any way an approval, endorsement or recommendation by Trustpilot of either the Purchaser, Account Holder, or the Account Holder's products or services. The Purchaser must not market itself or in any other way give public declarations that conflict with this clause.
5. Prices and payment
The Trustpilot Services to be provided to the Account Holder during the Subscription Period will be charged at the prices stated in the Subscription Order Form.
5.2.1. All sums payable to Trustpilot under or pursuant to the Subscription Agreement: (a) are non-refundable unless otherwise stated in the Subscription Agreement; (b) are payable in U.S. dollars unless otherwise specified by Trustpilot; (c) are exclusive of applicable taxes (including value added tax or sales tax), duties, levies, fees or other similar charges ("Taxes"); and (d) must be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by applicable law).
5.2.2. The Purchaser is responsible to pay any and all Taxes imposed by any governmental, regulatory or taxation authority which are chargeable on sums payable to Trustpilot under or pursuant to the Subscription Agreement.
5.2.3. Unless otherwise specified in the Subscription Agreement: (a) Trustpilot Services provided under the Subscription Agreement cannot be canceled; (b) the subscription fees are due upon acceptance of this Subscription Order Form; and (c) the subscription fees for Trustpilot Services will be invoiced in advance at the intervals, and be payable within the number of days, specified in the Subscription Order Form.
5.2.4. In case of late payment of any sum owed to Trustpilot under or pursuant to the Subscription Agreement, the unpaid amount will accrue interest at the rate of 2% per month.
6. Termination and suspension
6.1.1. Either Party may immediately terminate the Subscription Agreement by written notice to the other Party if the other Party commits a material breach of the Subscription Agreement that is irremediable or (if the breach is remediable) fails to remedy the breach within 14 days after having received notice to do so from the non-breaching Party.
For the purposes of this clause 6.1.1, if the Purchaser and/or Account Holder breaches the Guidelines and/or any of clauses 3 (Purchaser’s obligations), 4 (Impartiality) or 10 (Miscellaneous) and/or initiates or threatens to initiate legal proceedings against Trustpilot, this will be deemed to be an irremediable material breach by the Purchaser of the Subscription Agreement.
6.1.2. If Trustpilot in its sole and absolute discretion determines that the Account Holder’s business values or core beliefs are in conflict with Trustpilot’s own, Trustpilot may immediately terminate the Subscription Agreement without notice.
Trustpilot may immediately suspend the Account Holder’s access to any and all Trustpilot Services if:
6.2.1. Trustpilot in its sole and absolute discretion reasonably determines that the Account Holder is in material breach off Account Holder’s Agreement; and/or 6.2.2. The Purchaser fails to pay any sums due and payable to Trustpilot under or pursuant to the Subscription Agreement.
6.3. Consequences of termination and suspension
6.3.1. If the Subscription Agreement is terminated, each Party will be discharged from its obligations under the Subscription Agreement (unless the Subscription Agreement specifies otherwise).
6.3.2. Subject to 6.3.2(a) and (b), any termination or suspension under the Subscription Agreement will not entitle the Purchaser to be refunded all or part of any sums paid under or pursuant to the Subscription Agreement or relieve the Purchaser of its obligation to pay any sums due or payable to Trustpilot. (a) If the Subscription Agreement is terminated by Trustpilot pursuant to clause 6.1.2 (conflict of business values or core beliefs), the Purchaser will receive a pro-rata refund of any prepaid subscription fees corresponding to the period after termination. (b) If the Subscription Agreement is terminated by Trustpilot pursuant to clause 6.1.2 (conflict of business values or core beliefs) or by the Purchaser pursuant to clause 6.1.1 (material breach), the Purchaser will be relieved of its obligation to pay any subscription fees that are due but not yet payable to Trustpilot for the Subscription Period.
6.3.3. Termination of the Subscription Agreement, no matter the cause, will have no effect on any review, reply, message, image or other content originating from the Account Holder, any reviewer and/or other user of Trustpilot Services or Trustpilot
Websites (“User Content”) (including whether the User Content is posted on Trustpilot Websites or other third party networks). User Content will remain on Trustpilot Websites or other third party networks unless and until it is removed by the author of the User Content or by Trustpilot.
The Purchaser must not bring any claim against any of the Trustpilot and its affiliates and its and their respective officers, directors, employees and agents (collectively, “Indemnitees”) arising from or related to any User Content, including any claim that the User Content is defamatory, offensive or otherwise harmful (a “User Content Claim”). The Purchaser must indemnify, defend and hold harmless the Indemnitees against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses suffered or incurred by any of the Indemnitees as a result of a User Content Claim, whether it is brought by Account Holder, Purchaser, any of their respective affiliates, and/or any of their respective officers, directors, employees, contractors, agents, shareholders, and/or any third party.
8. Limitation of liability
8.1. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THE SUBSCRIPTION AGREEMENT:
8.1.1. TRUSTPILOT WILL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED TO TRUSTPILOT BY THE PURCHASER OR THE ACCOUNT HOLDER IN CONNECTION WITH THE TRUSTPILOT SERVICES, OR ANY ACTIONS TAKEN BY TRUSTPILOT AT THE PURCHASER’S OR THE ACCOUNT HOLDER’S DIRECTION;
8.1.2. TRUSTPILOT SERVICES AND TRUSTPILOT WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, AND MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY TO THE PURCHASER OR ACCOUNT HOLDER. TRUSTPILOT WILL NOT BE LIABLE FOR THE GENERAL APPLICABILITY OR AVAILABILITY OF THE TRUSTPILOT SERVICE; AND
8.1.3. ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW (INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THE SUBSCRIPTION AGREEMENT.
8.2. NOTHING IN THE SUBSCRIPTION AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR MATTERS WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL PHYSICAL INJURY ARISING OUT OF NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
8.3. Subject to clauses 8.1 and 8.2:
8.3.1. TRUSTPILOT (AND ITS AFFILIATES, LICENSORS AND SUPPLIERS) WILL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR: (A) ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS OR REVENUE, PURE ECONOMIC LOSS, WASTED EXPENDITURE, AND/OR ANY SIMILAR LOSSES; (B) ANY LOSS OR CORRUPTION OF DATA OR INFORMATION, OR ANY SECURITY BREACH RESULTING FROM A FAILURE OF A THIRD PARTY TELECOMMUNICATIONS AND/OR THE INTERNET; (C) ANY MATTER BEYOND ITS REASONABLE CONTROL, OR ANY LOSS ARISING IN CONNECTION WITH LIABILITIES TO THIRD PARTIES; OR (D) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES,
IN EACH CASE, HOWEVER ARISING, WHETHER UNDER THE SUBSCRIPTION AGREEMENT OR IN CONNECTION WITH ALL OR ANY TRUSTPILOT SERVICE OR TRUSTPILOT WEBSITE, AND REGARDLESS OF WHETHER TRUSTPILOT WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY THAT THE LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES MIGHT BE INCURRED OR SUFFERED; AND
8.3.2. TRUSTPILOT’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE,ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE SUBSCRIPTION AGREEMENT WILL BE LIMITED TO THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID TO TRUSTPILOT BY THE PURCHASER UNDER THE SUBSCRIPTION AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE.
8.4. User Content and conduct
WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSES 8.1, 8.2 AND 8.3, TRUSTPILOT IS NOT RESPONSIBLE OR LIABLE FOR THE ACCOUNT HOLDER’S, ANY REVIEWER’S AND/OR ANY THIRD PARTY’S CONDUCT ON ANY TRUSTPILOT WEBSITE OR USE OF TRUSTPILOT SERVICES, INCLUDING ANY USER CONTENT;
9.1. The Purchaser may not transfer its rights and/or obligations under the Subscription Agreement to any third party without Trustpilot’s prior written consent. Any change of direct or indirect control of the Purchaser (whether by sale of controlling equity interests or otherwise) will be deemed to be a transfer of the Subscription Agreement by the Purchaser that requires Trustpilot’s prior written consent.
9.2. Trustpilot may transfer its rights and/or obligations under the Subscription Agreement to a third party, and will notify the Purchaser if it does.
10.1. During the Subscription Period, the Account Holder may use Trustpilot’s logos, graphics and trademarks (the “Trustpilot Designs”) and reviews of the Account Holder in its sales promotion materials and on the domains listed in the Subscription Order Form in accordance with the terms and conditions for businesses on legal.trustpilot.com and the Guidelines.
10.2. Trustpilot may use the Account Holder's name and logo on Trustpilot Websites and as a part of a general list of Trustpilot's customers for use and reference in corporate, promotional and marketing material.
10.3. If the Purchaser provides feedback, ideas, suggestions or comments on or regarding Trustpilot Websites or the Trustpilot Services (“Feedback”), the Purchaser hereby grants to Trustpilot a perpetual, irrevocable, transferable, sublicensable, royalty-free, worldwide license to fully exploit Feedback for any and all purposes.
10.4. Unless otherwise specified in the Agreement, any content on the Trustpilot Services is the property of Trustpilot and must be protected in accordance with the applicable copyright rules and other legislation.
11.1. Each Party must not reveal the content of the Subscription Order Form to any third parties, and must keep confidential other pieces of information that it receives directly or indirectly from the other Party regarding the other Party’s undertakings or business relationships under or in relation to the Subscription Agreement.
11.2. The duty of confidentiality does not apply to information that is already published or publicly known, unless the publication is due to a breach of confidentiality obligations in the Subscription Agreement. Disclosure of confidential information is not prohibited if the disclosure is: (a) in response to a valid order or request of a court or other governmental body or required for the Party to cooperate with authorities, courts or governmental bodies; (b) 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) otherwise required by law.
11.3. Notwithstanding the foregoing confidentiality obligation, each Party may disclose the existence and termination of the Subscription Agreement to third parties.
12. Severability and priority
12.1. If all or part of any provision of the Subscription Agreement is or becomes invalid, illegal or unenforceable, it will be deemed to be deleted, but that will not affect the validity, legality and enforceability of the rest of the Subscription Agreement.
12.2. If there is any inconsistency between any of the provisions in the Subscription Order Form, these Subscription Agreement Terms and/or the Guidelines, the provisions will be construed in the following order of decreasing priority: (a) the Guidelines; (b) the Subscription Order Form; (c) these Subscription Agreement Terms.
13. Entire Subscription Agreement and variation
13.1. The Subscription Agreement constitutes the entire Subscription Agreement between the Parties in relation to its subject matter and supersedes and extinguishes all prior Subscription Agreements, arrangements, 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.
13.2. Unless otherwise stated in this Subscription Agreement, no variation of the Subscription Agreement will be effective unless it is in writing and signed or accepted by or on behalf of the Parties.
The following clauses will survive termination of the Subscription Agreement: 5 (Prices and payment); 7 (Indemnity); 8 (Limitation of liability); 9 (Transfer); 10.2 (use of name and logo); 10.3 (Feedback); 10.4 (property of Trustpilot); 11 (Confidentiality); 12 (Severability and priority); 13 (Entire Subscription Agreement and variation); 14 (Survival); 15 (Governing law and jurisdiction); 16 (Notices and contact); and any other clause that by its nature is intended to survive expiry or termination of the Subscription Agreement.
15. Governing law and jurisdiction
The Subscription Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state of New York. Each Party irrevocably agrees that the state of New York has exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Subscription Agreement or its subject matter or formation (including non-contractual disputes or claims).
16. Notices and contact
16.1. Unless otherwise specified in the Subscription Agreement, notices required to be given under the Subscription Agreement by a Party must be in writing and can be delivered by email, by hand, or sent by pre-paid first-class post or recorded delivery post, to the other Party at its address set out in the Subscription Order Form.
16.2. A notice delivered by hand will 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 prepaid first-class post or recorded delivery post will 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 electronically will be deemed to have been received at 9.00 am on the first business day following delivery.
16.3. The Purchaser can send notices to Trustpilot via email to email@example.com or at the following mailing address:
5 Penn Plaza, 6th Floor
New York, New York 10001