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CONTENT AGGREGATION PARTNER AGREEMENT

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Contract Terms

The following partner agreement (the "Agreement") has been entered into by and between Trustpilot A/S,

 

Pilestraede 58, 5th floor, 1112 Copenhagen K, Denmark, company registration number 30276582, and [COMPANY

 

NAME], [ADDRESS], [COUNTRY], company registration number [INSERT] (the "Partner).

 

Trustpilot's guidelines, documentation and policies ("Integration Documentation") available on Trustpilot's web-

site shall apply as an integrated part of the Agreement. The current versions of the Integration Documentation are

 

available online on apps.trustpilot.com and http://business.trustpilot.co.uk/

 

1 BACKGROUND

 

1.1 Trustpilot holds the rights, including intellectual property rights to specific data and the Partner wishes to license the right to display the specific data on specific multi merchant websites. The parties wish to create a single mechanism under which Partner obtains a license to display this specific data and the parties have therefore entered into this Agreement.

 

2 LICENSE

 

2.1 The specific Trustpilot data that is licensed to Partner under this Agreement is: Trustpilot Public API (“Trustpilot Data”).

 

2.2 Subject to Partner’s full compliance with any and all of the terms and conditions of this Agreement, Trustpilot grants Partner a time limited, non-exclusive, revocable, non-sublicensable, non-transferable license to display Trustpilot Data in accordance with the specifications and requirements laid down by Trustpilot in this Agreement.

 

3 PARTNER’S OBLIGATIONS

 

3.1 Partner agrees to only display Trustpilot Data on the websites [INSERT] and in accordance with the specifications and requirements laid down in the Agreement and Integration Documentation and any other limitations, specifications or conditions advised to Partner by Trustpilot at any time.

 

3.2 Partner must at all times when displaying Trustpilot Data: (i) comply with this Agreement and 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.

 

3.3 When displaying Trustpilot Data Partner must use Trustpilot terminology and Trustpilot logos provided in API.

 

3.4 If requested by Trustpilot, Partner must forward a test version of how Trustpilot Data 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 Data, and that Trustpilot shall retain the option, at all times, of asking 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.

 

3.5 Partner must not use Trustpilot Data in a way that is libelous or defamatory of third parties, or is obscene, malicious or discriminatory in any way.

 

3.6 Partner must ensure that Trustpilot Data displayed in connection with the companies’ profiles on Partner’s website are always accurate, up-to-date and reflects the companies’ actual awarded number of Trustpilot Stars, the Trustpilot TrustScore etc. Also, Partner must ensure that the display of reviews is not misleading, bias etc. or otherwise deceptive.

 

3.7 Partner shall update its systems with the latest available feed updates to ensure the use and display of accurate Trustpilot Data.

 

3.8 Partner agrees that Partner will not use Trustpilot Data, including reviews, and other data provided by Trustpilot in violation of third party guidelines, including but not limited to various Google guidelines such as Google's rich snippets guidelines etc., and Partner agrees and accepts that Partner will not use Trustpilot Data, including reviews, provided by Trustpilot or downloaded via Trustpilot's website in a non-compliant manner, including indexing the reviews to get rich snippets, copying the reviews within Partner's source code etc.

 

3.9 Partner will be provided with a key by Trustpilot to get access to Trustpilot Data. This key shall only be used by and for Partner. If Partner suspects that the key is and has been misused Partner must immediately contact Trustpilot by email: pse@trustpilot.com.

 

3.10 If Partner uses Trustpilot Data in an inappropriate manner Trustpilot may suspend or close down Partner's access to Trustpilot Data.

 

3.11 Partner agrees that Partner may not try to access any Trustpilot Data other than the Trustpilot Data made available to Partner and described in the Integration Documentation.

 

3.12 As Trustpilot does not warrant and represent the availability of Trustpilot Data and as Trustpilot Data may be suspended at any time the Partner must ensure that any Partner features or environments that implements data from Trustpilot will not be affected in anyway in case that Trustpilot Data is accessible or does not respond Partner's requests.

 

4 TRUSTPILOT’S OBLIGATIONS

 

Trustpilot shall provide Partner with Trustpilot Data for the duration of the Agreement, cf. clause 7 below.

 

5 CHANGES TO THE INTEGRATION DOCUMENTATION

 

5.1 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 Data after any posted modified version of the Integration Documentation is Partner’s acceptance of the modified version.

 

6 PRICES AND PAYMENT TERMS

 

6.1 Trustpilot Data is provided free of charge to Partner.

 

7 TERM AND TERMINATION

 

7.1 The Agreement will commence on the date of both parties' signing of the Agreement ("Effective Date") and remains in force until terminated by one of the parties with 30 days' written notice at any time.

 

7.2 Either party may terminate the Agreement for cause with immediate effect on written notice if the other party is in material breach of the Agreement and fails to cure – if curable – such breach within 7 days after receiving written notice identifying the breach from the non-breaching party.

 

7.3 Notwithstanding the foregoing, if Partner breaches the Integration Documentation, and/or section 3, including passes on the key to any third parties, and/or section 10, this shall be regarded as a material breach of the Agreement, which entitles Trustpilot to terminate the Agreement for cause with immediate effect, without access to cure the breach.

 

7.4 Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 12).

 

7.5 In case of termination of the Agreement – no matter the cause – Partner is obligated to cease any use of Trustpilot Data and remove all Trustpilot Data from Partner’s website, printed material etc. as well as deleting all Trustpilot Data and any other data provided by Trustpilot to Partner under this Agreement.

 

7.6 Partner’s unauthorized use of Trustpilot Data can be prohibited by an injunctive relief without security.

 

8 INDEMNITY AND LIMITATION OF LIABILITY

 

8.1 The use of Trustpilot Data is the sole responsibility of Partner. Trustpilot is not liable for Partner’s use of Trustpilot Data, including without limitation, liability for breach of contract, misrepresentation  (whether tortious or statutory), tort (including negligence), breach of statutory duty arising from or in connection with the Agreement.

 

8.2 Trustpilot Data is supplied “as is” and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability and Trustpilot does not guarantee the general applicability or availability of Trustpilot Data.

 

8.3 Partner agrees that Trustpilot shall have no liability whatsoever for any use Partner makes of Trustpilot Data.

 

8.4 Partner shall not bring any claim against Trustpilot arising from or related to any Trustpilot Data, including without limitation, any claim that the Trustpilot TrustScore, Trustpilot Stars etc. is incorrect, outdated, inaccurate, misleading, harmful or otherwise unlawful.

 

8.5 Partner shall indemnify Trustpilot against any loss or damage (including legal costs) suffered or incurred by Trustpilot as a result of any such claim, whether such claim is brought by Partner, any of Partner’s affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders, or other associated third parties.

 

8.6 Nothing in the Agreement excludes or limits either party’s liability matters, which cannot be excluded or limited under applicable law.


 

9 INTELLECTUAL PROPERTY RIGHTS

 

9.1 Trustpilot Data, including but not limited to the Trustpilot TrustScore, the Trustpilot Logo, the Trustpilot Stars as well as Trustpilot’s services and all underlying technology (including all intellectual property rights embodied therein) is and shall remain the sole and exclusive property of Trustpilot and shall be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology or any other products than specified in the Agreement is granted. If Partner provides feedback, ideas or suggestions regarding Trustpilot Data, Trustpilot’s website or the services offered on the website (“Feedback”), Trustpilot is free to fully exploit such Feedback.

 

9.2 Both parties agree that the other party may use the other party’s name and logo on their websites and as a part of a general list of the party’s partners for use and reference in corporate, promotional and marketing material provided that prior approval from the other party has been granted.

 

10 CONFIDENTIALITY

 

10.1 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 and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships. Information, which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.

 

10.2 The foregoing confidentiality obligations shall not apply to any information that the receiving party can reasonably document was already published or publicly known at the time of its disclosure unless the publication is due to a disregard of the confidentiality obligations set forth in the Agreement. Nothing in this Agreement shall hinder the disclosure of any information which is required by law to be disclosed, or which a party is requested to disclose on a confidential basis to a party’s attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request. The foregoing confidentiality obligations shall not hinder the disclosure of the information that Partner is or has been a partner of Trustpilot on Trustpilot’s website.

 

11 ASSIGNMENT AND TRANSFER

 

11.1 Neither of the parties are entitled to assign or transfer their rights or obligations under the Agreement to any third party without prior written consent from the other party. Notwithstanding the foregoing, Trustpilot shall be entitled to assign or transfer its rights and obligations under the Agreement to an affiliate or a successor entity in the event of a merger, acquisition, or other business combination without the prior written consent from Partner.

 

12 SEVERABILITY, SURVIVAL AND ENTIRE AGREEMENT

 

12.1 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 the Agreement.

 

12.2 The following sections will survive expiration or termination of this Agreement; sections 7, 8, 10, 12, 14 and any other section that by its nature is intended to survive expiration or termination.

 

12.3 The Agreement together with the Integration Documentation contains the entire agreement between Partner and Trustpilot regarding the use of Trustpilot Data, and shall supersede and cancel all previous written and oral agreements, communications and other understandings all prior agreements between the parties in relation to the same.


 

13 NOTICES

 

13.1 In case of notices to Trustpilot, Partner shall send such notices to: Trustpilot A/S, Pilestræde 58, 5th floor, 1112 Copenhagen K, Denmark, Attn.: Legal Department

 

13.2 In case of notices given to Partner, Trustpilot shall send such notices to: [COMPANY NAME], [AD-

DRESS], [COUNTRY], Attn.: [INSERT CONTACT PERSON]

 

14 APPLICABLE LAW AND VENUE

 

14.1 The Agreement and any disputes relating to or accruing from the Agreement shall be governed by Danish law. Any disputes relating to or accruing from the Agreement and Partner’s use of Trustpilot

 

Data shall be settled in the city court of Copenhagen in the first instance.