(Version 6.0, October 2019)
These terms and conditions (the "Agreement") are entered into by Customer as defined below and Trustpilot, Inc. ("Trustpilot"). The Customer agrees to access the Trustpilot business account and use the Trustpilot business services (the "Trustpilot Service") in accordance with the terms herein.
“Customer” means the entity set forth in a signup form or order form to obtain access to Trustpilot Service, who through its authorized personnel, uses or otherwise accesses the Trustpilot Service pursuant to the terms of this Agreement. If Customer does not agree with (or cannot comply) with all of the terms of the Agreement, Customer shall not access or use the Trustpilot Service.
If you are creating an Account (defined below) and are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement, in which case the terms Customer shall refer to such entity and you as the individual acting on behalf of the Customer. The Agreement includes (i) each signup form or order form provided to Customer by Trustpilot for Customer to obtain Trustpilot services or features (each a "Signup Form"), and (ii) 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 those provided on legal.trustpilot.com applicable for companies and for everyone accessing the Trustpilot services.
Trustpilot may change, add or delete the terms and conditions of this Agreement, including the Guidelines, or any portion thereof from time to time in its sole discretion. The Customer will receive notice via their business account in case of material changes to the Agreement. The Customer expressly agrees to be bound by the terms and conditions of this Agreement as amended. The Customer’s continued use of the services now or following the posting of any such notice of any changes will indicate acceptance by the Customer of such modifications.
1. Trustpilot services
1.1 The Account
When the Customer signs up for the Trustpilot Service, Trustpilot will provide the Customer with an account on Trustpilot's website (an "Account"). In the Account, the Customer will be able to view and access the services and features that are part of the Trustpilot services provided to Customer as specified on a Signup Form. 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. 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.
1.2 Invitation service
1.2.1 The Account may allow the Customer to use the service review invitation service (the "Service Review Invitation Service") as specified in the Signup Form, which sends an invitation and, if selected, one or more notifications to the Customer's customers (the "Consumer") on the Customer's activation, inviting Consumers to post a review of their service experiences. The invitation includes a text and a direct link to an evaluation landing webpage, where the Consumer can post a review of the Customer and at the same time automatically be registered as a user of Trustpilot’s community. The invitation is sent by Trustpilot on behalf of the Customer, and it is therefore a precondition for the Service Review Invitation Service that the Customer provides Trustpilot with the necessary contact data in accordance with section 3.3, unless the Customer decides to use Business Generated Links in which case the Customer will send out the review invitation email through their own system.
1.2.2 The Account may allow the Customer to use the product review invitation service (the "Product Review Invitation Service") as specified in the Signup Form, which sends an invitation and, if selected, one or more email notifications to Consumers upon the Customer's activation to post a review of their experience with the products sold by the Customer. The invitation includes an invitation text and a direct link to an evaluation landing webpage, where the Consumer can post a review of the Customer's product and at the same time automatically be registered as a user of Trustpilot’s community. The invitation is sent by Trustpilot on behalf of the Customer, and it is therefore a precondition for the Product Review Invitation Service that the Customer provides Trustpilot with the necessary contact data in accordance with section 3.3, unless the Customer decides to use Business Generated Links in which case the Customer will send out the review invitation email through their own system.
1.3.1 The Account may allow the Customer to use one or more of Trustpilot's TrustBoxes. TrustBoxes are widgets that may be implemented by the Customer on the domains covered by the Signup Form. Trustpilot reserves 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. It is solely the responsibility of the Customer to ensure that TrustBoxes are implemented and maintained correctly on the Customer's domain(s).
1.3.2 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 Service Review Invitation Service and the Product Review Invitation Service (collectively "Review Invitation Services"), on behalf of the Customer. Trustpilot is authorised to collect general user and usage data, and to report on the aggregate response rate and other aggregate measures of the performance of the Trustpilot Service. Trustpilot may use this data and statistics for the purposes of providing analysis, reports, benchmarking data and information about the Trustpilot Service to third parties.
1.4 Non-Trustpilot applications
1.4.1 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 may be identified as Trustpilot applications. These non-Trustpilot applications can be made available to the Customer by Trustpilot or a third party.
1.4.2 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. The Customer agrees as between the Customer and Trustpilot that any data related to the Customer’s use of such Non-Trustpilot Application is the sole responsibility of the Customer. If the Customer installs or enables non-Trustpilot applications that connect with the Trustpilot Service, including the Review Invitation Services, the Customer accepts that Trustpilot may allow the non-Trustpilot application provider to access the Customer's data on the Customer’s behalf, including Consumer data and confidential information, as required for the connection and interoperation of the non-Trustpilot application with the Trustpilot Service.
1.4.3 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.
1.4.4 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.
1.4.5 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 Trustpilot's API solutions
If included in a Signup Form or the Account the Customer may access Trustpilot’s API solutions: Trustpilot's public API and Trustpilot's customer API (collectively, the "API Solutions"). Should the Customer request so, Trustpilot may 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.
1.6 Trustpilot Labs
1.6.1 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.
1.6.2 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.
1.6.3 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.
1.7 Review Insights
The Account may allow the Customer to access Trustpilot's review insights service ("Review Insights"), which provides certain analytics to Customer based on Trustpilot content, including user reviews. The Customer agrees that Review Insights are provided on an "as is" basis only and any information contained in Review Insights are not business advice or the opinion of Trustpilot. The Customer is solely responsible for any business decisions it makes using Review Insights.
1.8 Trials and additional services
Access and use of some features made available by Trustpilot may require authorizations of additional terms and conditions. If you use any such services, the additional terms and conditions will be made available and will become an integrated part of this Agreement. In the event of conflict between the additional terms and conditions and this Agreement, the additional terms and conditions shall prevail to the extent of the conflict as it applies to those services.
2. Consumer conduct on the Trustpilot Service
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"). The opinions expressed in the User Content do not represent the opinions of Trustpilot, its affiliates or any officers, directors, employees, contractors or shareholders of Trustpilot and its affiliates.
3. Customer's obligations
3.1 General obligations
The Customer shall (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Trustpilot Service on the domain(s) covered by the Agreement which are listed on the Signup Form; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Customer warrants and represents the Customer owns or has an exclusive license to operate the domain(s) listed on the Signup Form.
The password to the Trustpilot Service, which is provided to or created by the Customer in connection with the Agreement for login purposes, must only be used by and for the Customer. 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. 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, for security purposes. Access to multiple business logins may require that the Customer licenses additional modules on the Trustpilot Service.
3.3 Usage of the Review Invitation Service
3.3.1 If the Customer enables the Service 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 to allow Trustpilot to process this data as required (including having obtained all necessary consents from Consumers) in order to deliver the Review Invitation Services and that the use of such data by Trustpilot to deliver the Review Invitation Services shall not breach any applicable laws related to data privacy.
3.3.2 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 represents and warrants 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 shall not breach the Data Protection Requirements.
3.3.3 Through the Account, the Customer may 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 the review invitation template meets all applicable legal and regulatory requirements.
3.3.4 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.
3.3.5 The Invitation Email must include the Customer's valid, physical postal address and if applicable, clear and conspicuous identification that the Invitation Email is an advertisement or solicitation.
The Agreement shall not be considered or interpreted in any way as an 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.
5. Termination and suspension
5.1 Trustpilot may, without prior notice at any time and for any reason, suspend or terminate the Customer's access to the Account or use of the Trustpilot Service or portion thereof, or terminate the Agreement. Trustpilot will notify the Customer of such termination or suspension.
5.2 Consequences of the termination of Trustpilot Services or the Agreement
5.2.1 Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 15).
5.2.2 In case of termination of the Agreement, no matter the cause, the Customer shall cease use of the Trustpilot Service from the date of termination.
5.2.3 Customer must cease all use of Trustpilot Designs, TrustScore, TrustBoxes, and reviews and promptly remove them from the Customer's domain(s) after expiration or termination of applicable Trustpilot Services.
5.2.4 Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Trustpilot's websites and other third party networks even if such reviews have been posted as a result of the Customer's use of the Review Invitation Service, and such reviews will remain on Trustpilot's websites or other third party networks until removed by the Consumer who provided the review or by Trustpilot.
5.2.5 The Customer's unauthorised 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; or (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 any third party.
THE TRUSTPILOT SERVICE AND ANY WEBSITE OPERATED BY TRUSTPILOT ARE SUPPLIED "AS IS" AND MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY. 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.
8. Limitation of liability
8.1 THE USE OF THE TRUSTPILOT SERVICE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. 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.
8.2 CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE TRUSTPILOT SERVICE, RELATED SERVICES, FEATURES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
8.3 TRUSTPILOT IS NOT LIABLE FOR THE GENERAL AVAILABILITY, APPLICABILITY, OR CUSTOMER'S USE OF THE TRUSTPILOT SERVICE, OR ANY DATA RELATED TO THE CUSTOMER’S USE OF NON-TRUSTPILOT APPLICATIONS OR ANY BUSINESS DECISIONS OR THE RESULT OF SUCH DECISIONS MADE BY CUSTOMER USING REVIEW INSIGHTS, 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 for matters which cannot be excluded or limited under applicable law.
9. Representations and warranties
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
10.1 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.
10.2 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 The Customer is only permitted to use Trustpilot's logos, graphics and trademarks ("Trustpilot Designs"), TrustScore and reviews to the extent expressly granted in the Signup Form. The Customer may only use Trustpilot Designs that are made available in the Account. The Guidelines contain information for the Customer about which Trustpilot Designs the Customer may use, how Trustpilot Designs must be displayed and in what context.
11.2 The Trustpilot service, 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. Unless otherwise expressly provided herein, no right, title, or license is granted to Customer including but not limited to any patent, copyright or other intellectual property right to the Trustpilot Service, any content on the Trustpilot Service and any and all underlying technology, existing or future. 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.
11.3 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.
11.4 Import of product reviews
11.4.1 The Customer may have the option to import product reviews collected by the Customer or by a third party acting on behalf of the Customer to the Trustpilot Service. If the Customer imports product reviews, the Customer will import all product reviews and not carry out any form of biased selection of the product reviews to be imported to the Trustpilot Service.
11.4.2 As between Trustpilot and the Customer, the Customer owns the imported product reviews and Trustpilot is granted a non-exclusive, worldwide, revocable license to store and display these imported product reviews in TrustBoxes and on the Customer's domain. The Customer warrants and represents: (i) that the Customer is the owner of these product reviews; (ii) that the Customer has all necessary rights and permissions from third parties to import these reviews to the Trustpilot Service; (iii) that the Customer is entitled to allow Trustpilot to process these imported product reviews as may be required (including having obtained all necessary consents from the Consumers and any third parties who may have assisted with the collection of these reviews) and; (iv) that the use of such reviews by Trustpilot in accordance with this section shall not breach the Data Protection Requirements, any intellectual property rights or any other laws or regulations.
11.4.3 Trustpilot reserves the right at any time and for any reason to refuse the Customer's import of product reviews and may at any time suspend or discontinue the possibility for the Customer to import product reviews.
11.5 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.
12.1 The parties shall not reveal the content of the Agreement to any third parties and keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the parties 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 The duty of confidentiality does not include information which is already published or publicly known unless the publication 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.
12.3 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 and precedence
13.1 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.
13.2 If there are any discrepancies, disputes, differences or the like between the Agreement, the Guidelines, and the Signup Form, the documents will prevail in the following order of precedence (highest level of precedence first, lowest last): (i) the Guidelines, (ii) Signup Form, (iii) the Agreement.
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).
The following sections shall survive termination of this Agreement; sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and any other section that by its nature is intended to survive expiry or termination of the Agreement.
16. Governing law and jurisdiction
16.1 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.
16.2 EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY 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.
17. 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 https://www.congress.gov/105/plaws/publ304/PLAW-105publ304.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").
18. Notices and contact
18.1 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.
18.2 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 email shall be deemed to have been received at 9.00 am on the first business day following delivery.
18.3 The Customer can send notices to Trustpilot via email at email@example.com or at the following mailing address:
245 Fifth Avenue, 5th Floor
New York, NY 10016