Addendum - External (Trustpilot, Inc.)février 2021
Any words that are defined in the Master Partner Agreement have the same meanings when used in this addendum.
This addendum (the “Addendum”) governs and grants a limited license to display Trustpilot Content (as defined herein) under the Master Partner Agreement between Trustpilot and the Partner.
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. Trustpilot holds the rights, including intellectual property rights, to Trustpilot Content as defined in Appendix A attached hereto (the “Trustpilot Content”) and Partner wishes to license the right to display the Trustpilot Content on specific multi merchant websites. The Parties wish to create a single mechanism under which Partner obtains a license to display Trustpilot Content and the parties have therefore entered into the Agreement, including this Addendum and Appendix A.
2. INTEGRATION DOCUMENTATION
2.1. Partner is required to comply with the following guidelines, documentation and policies which is an integrated part of the Agreement that are referred to herein or that may otherwise be published by Trustpilot at http://apps.trustpilot.com/ and developers.trustpilot.com as such rules, policies, and guidelines may be amended from time to time, including, without limitation:
2.1.1. Content Refresh Guidelines for Partner available at: http://legal.trustpilot.com/for-businesses/content-refresh-guidelines (the “Content Refresh Guidelines”);
2.1.2. Trustpilot's guidelines for the use of Trustpilot's trademarks, logos, standardized graphic arts, etc. which can be viewed at: http://legal.trustpilot.com/for-businesses/trademark-guidelines (the "Trademark Guidelines"); and
2.1.3. Trustpilot's Integration Guidelines which can be viewed at: https://support.trustpilot.com/hc/en-us/articles/202319278-Trustpilot-APIs-Service-Review-Integration-Guidelines (the "Integration Guidelines")
(all the above-mentioned guidelines and documents are collectively referred to as the "Integration Documentation")
2.2. Trustpilot shall be entitled to modify and make changes to the Integration Documentation from time to time. Partner will receive prior notice of the changed Integration Documentation which will be available on Trustpilot’s website. The latest version at any time of the Integration Documentation shall be an integrated part of the Agreement, and Partner agrees that the continued use of Trustpilot Content (see definition below) after any posted modified version of the Integration Documentation is Partner’s acceptance of the modified version.
3.1. The specific Trustpilot Content that is licensed to Partner under this Addendum is set forth in the Order Form and defined in Appendix A.
3.2. Subject to Partner’s full compliance with any and all of the terms and conditions of the Agreement and this Addendum, Trustpilot grants Partner a time limited, non-exclusive, revocable, non-sublicensable, non-transferable license to display Trustpilot Content in accordance with the specifications and requirements laid down by Trustpilot in the Agreement and this Addendum.
3.3. Pursuant to Appendix A Partner is entitled to display Trustpilot Content on the following media only: Website(s), Social Media, Apps.
4. PARTNER'S OBLIGATIONS
4.1. Partner shall only display Trustpilot Content on the website(s) listed in the Order Form and Partner agrees it will do so in accordance with the specifications and requirements laid down in the Agreement, this Addendum including Appendix A, the Integration Documentation and any other limitations, specifications or conditions advised to Partner by Trustpilot at any time.
4.2. Partner must at all times when displaying Trustpilot Content: (i) comply with the Agreement, including this Addendum, Appendix A, the Integration Documentation and all local and international laws and regulations, including all applicable intellectual property laws and data protection legislation; and (ii) obtain all necessary permissions and approvals.
4.3. When displaying Trustpilot Content, Partner must use Trustpilot terminology and Trustpilot logos provided in the relevant API.
4.4. When requested by Trustpilot, Partner must forward a test version of how Trustpilot Content will be displayed. Once the test version is delivered, Trustpilot will perform a quality control of the test version and Partner must correct any design faults or wrong displays that may be identified by Trustpilot in the quality control at its own costs and responsibility. The quality control will be considered completed from the moment when Partner has delivered a stable, satisfactory version to Trustpilot with regard to the criteria defined by Trustpilot in writing or oral. The parties agree that the quality control will not, in any event, constitute an acceptance test of the version and that Trustpilot shall not be responsible in any way for Partner’s use or display of Trustpilot Content, and that Trustpilot shall retain the option, at all times, of requiring Partner to correct or have corrected, at its own costs and responsibility, any reasonable design fault or wrong displays in the version that may later be identified or which was not identified during the quality control. Trustpilot shall provide Partner with a reasonable time frame to correct such design faults or wrong displays.
4.5. Partner must not use Trustpilot Content in a way that is libelous or defamatory of third parties, or is obscene, malicious or discriminatory in any way.
4.6. When displaying Trustpilot Content Partner must comply with (i) Trustpilot Content Syndication: SEO for Partners, (ii) Appendix A, (iii) Trustpilot’s Trademark Guidelines and (iv) any applicable laws and regulations, including ensuring that the display is not misleading, bias or otherwise deceptive.
4.7. Partner agrees and accepts that Partner must not use Trustpilot Content, including reviews, provided by Trustpilot or copied via Trustpilot's website in a non-compliant manner and that Partner must comply with the Content Refresh Guidelines to ensure that Partner does not use Trustpilot Content, including reviews, and other data provided by Trustpilot in violation of third party guidelines including but not limited to various Google guidelines.
4.8. Partner will be provided with a key by Trustpilot to get access to Trustpilot Content. This key shall only be used by and for the Partner. If the Partner suspects that the key is and has been misused the Partner must immediately contact Trustpilot by email: email@example.com.
4.9. If the Partner uses Trustpilot Content in an inappropriate manner Trustpilot may suspend or close down Partner's access to Trustpilot Content.
4.10. The Partner agrees that the Partner may not try to access any Trustpilot Content other than the Trustpilot Content made available to Partner (see Appendix A) and described in the Integration Documentation.
4.11. As Trustpilot does not warrant and represent the availability of Trustpilot Content and as Trustpilot Content may be suspended at any time the Partner must ensure that any Partner features or environments that integrate or implement data from Trustpilot will not be affected in anyway in case Trustpilot Content is inaccessible or does not respond to Partner's requests.
5. TRUSTPILOT'S OBLIGATIONS
5.1. Trustpilot shall provide the Partner with access to Trustpilot Content via APIs for the duration specified in the Order Form.
6. PRICES AND PAYMENT TERMS
6.1. The prices and payment terms for the content syndication license is regulated by the Order Form and the Agreement.
7. TERM AND TERMINATION
7.1. This Addendum will commence on the start date listed in the Order Form and remains in force for the duration described in the Order Form.
7.2. Upon termination of the Agreement, this Addendum will automatically terminate.
7.3. Trustpilot is entitled to suspend the Partner’s access to Trustpilot Content and this license with immediate effect in the event that Trustpilot in its discretion reasonably determines that Partner is in material breach of the Agreement, this Addendum or the Integration Documentation, including distribution of the key to any third parties.
Trustpilot Content licensed to Partner
Trustpilot Content available to Partner is limited to Trustpilot Content retrieved through Trustpilot's public API, ref. developers.trustpilot.com, where Partner may only retrieve Trustpilot Content that Partner has been explicitly allowed to retrieve as set forth in the Order Form.
Trustpilot Content is defined as:
Trustpilot Review Content, which is data about each individual Trustpilot review, e.g. reviewer name, review date, review subject, review body, company reply and company report reason; and
Trustpilot Aggregated Content, which is data that Trustpilot has aggregated from the Trustpilot reviews, e.g. company name, Trustscore, Trustscore Stars, Trustscore text, number of reviews, date of most recent review.
Partner is limited to retrieve Trustpilot Content only for the specific category of companies set forth on the Order Form next to the corresponding Partner website(s).