Business Terms / Conditions
Business Terms / Conditions
INTRODUCTION
With the help of TrusteeAdvisor's review platform, you can interact with customers, get their input, and learn valuable information that can help you improve customer experiences. Our platform is based on transparency and cooperation between our businesses and customers, and our goal is to become a globally recognized sign of trust. We thus ask that you read these terms of use and sale for businesses (which we will simply refer to as the "terms" going forward) before using our services so that you are aware of what is expected of you and what you may anticipate from us.
In order to make it apparent what your and our legal rights and obligations are, you must accept these conditions whether you wish to use TrusteeAdvisor for free or our premium services. At all times, using our services and getting access to them is contingent upon your acceptance of these conditions. Therefore, you must not access or use any of our services at any time if you disagree with these conditions or find it impossible to comply with them. To be clear, these conditions will apply to any use you make of our platform and/or services, including any free or trial services.
By completing one or more of the following, you consent to these terms: The following actions constitute acceptance of these terms: (a) checking a box or clicking a button to indicate your agreement to them (or a similar confirmation); (b) signing or accepting an order form, quote, or other document that contains references to these terms; (c) accepting an invoice for the cost of a paid service subscription; or (d) claiming a business profile page or accessing or using any of our services.
If you have any inquiries concerning TrusteeAdvisor, please visit our Support Center. Should you still be unable to locate the solution you seek, feel free to contact us at trusteeadvisor.com.
Using and signing up for TrusteeAdvisor
The steps to utilize our services, access them, and sign up for our paid services are outlined below.
1. You and TrusteeAdvisor: By "you" or "your," we refer to the organization or company that you work for. In the part of these terms titled "Our contracting entities and governing law," we refer to the TrusteeAdvisor entity that you are in contract with when we refer to "TrusteeAdvisor," "we," "our," or "us." When we refer to a party, entity, or business as "affiliated," we mean that they control, are controlled by, or are under common control, either directly or indirectly, with that party.
2. Our platform: by "our platform," we mean the TrusteeAdvisor.com review platform as well as any other subdomains, subdirectories, or comparable websites or applications that we run.
3. What we offer: As stated in any quote, order form, invoice, or other commercial documents or communications that we provide to you or your partner, if applicable (see the Partner section for more information), or on our platform ("commercial materials"), our "services" comprise the TrusteeAdvisor business account, the review services, and any other services that we provide now or in the future. The ensuing details pertain to our offerings:
• We make no guarantees regarding the compatibility of our services and platform with your computer, network, or browser.
• There are no third-party items included in our services; for further details, read the sections below on third-party products.
4. Page of a business profile: In order to use our services, you must claim a business profile page on our platform, commonly known as a company profile page, either on your own behalf or on behalf of someone else.
5. Free initiative: You can use all of the features included in our free plan by claiming a business profile page, which grants you access to a business account. Unless and until you remove your business account or we terminate your access to it, you are free to utilize these services.
6. Memberships: You will also have access to certain services through your business account if you subscribe to one or more services that are not part of our free plan (a "subscription"). The following information also pertains to you:
• Membership Duration: The majority of subscriptions last for a year, but the precise length of your membership (also known as the "subscription period") will be specified in the marketing materials that you receive or are shown when you decide to buy that subscription.
• Membership Renewal: Your subscription will automatically renew at the end of each subscription period unless you or we terminate it as described in the Termination and suspension section, or unless we have agreed differently with you or your partner (if applicable) in your quote, order form, or similar document. You can continue using the services included in our free plan even if your subscription is not renewed.
• Membership Renewal Pricing: At the end of your then-current subscription period, we may (without notifying you) increase the total price of your subscription by up to 5%, subject to the remaining terms and, to the extent allowed by law, unless: (a) either you or we terminate your subscription in accordance with these terms; or (b) we notify you of a different price increase at least 45 days before your next renewal date. Your price increase will become effective on your subsequent renewal date if we raise it in line with this section on subscription renewal pricing.
6.1 Associates: A TrusteeAdvisor partner, can also use our services and buy a subscription. By "partner," we refer to an impartial third party that TrusteeAdvisor has given permission to distribute or resell our services through one of our many partner programs. You understand that our partners are wholly independent of us and that they are not authorized to engage into agreements, grant rights, or make commitments, promises, or guarantees on our behalf. You must still accept these terms in order to use our services; however, any terms and conditions that apply to transactions and/or agreements that are only between you and your partner (such as any professional services your partner provides to you or any third-party goods your partner sells to you) are not included in these terms. In the event that your partner is handling your membership renewal, you should get in touch with them with any inquiries you may have. We reserve the right to suspend or even cancel your access to our services if you (or your partner) do not pay us for your subscription when it is due. For more information, read
7. Areas of expertise: You warrant that the domain(s) for which you use our systems and services are owned by you or one of your affiliates, or that you have the exclusive authority to use them. You warrant that you have the permission to accept these terms for each domain you use our systems and services for, even if one of your affiliates is the only owner of the name or has the exclusive right to manage it.
8. Using our platform to send invitations to your customers: Whenever you send an invitation using our review invitation service, you will be regarded as the sender and not us. Therefore, you bear sole responsibility for ensuring that the invitations you send—or that we send on your behalf—using our services adhere to the guidelines and all relevant legal and regulatory requirements. Specifically, you attest that every invitation will adhere to all applicable legal and regulatory requirements and that you possess all the necessary authorizations, consents, and rights to send invitations in accordance with applicable privacy laws (as specified in the terms section on privacy laws). For instance, review invitation emails may be considered unsolicited marketing messages in certain jurisdictions and call for your clients' prior authorization. This means that depending on national law, you might have to get permission from your clients. As a result, you consent to not using our review invitation service to send out invites without first getting the necessary consents.
9. Invites that you send to your customers outside of our platform: You acknowledge that you are accessing and utilizing our services when you display or issue review invites outside of our platform (e.g., when you make and send review invitation links yourself or encourage customers to write reviews on your company profile page). Ensuring that the invitations you send adhere to the rules and fulfill all relevant legal and regulatory obligations is solely your responsibility.
10. Accounting for business: You are in complete control of who has access to and administers your business account, as well as how it is run and how you utilize our services. As an illustration:
• Access to your company account is under your control. You designate who is eligible to use and gain access to the services made accessible by your business account ("authorised users"), as well as the level of access that each of those individuals is granted. This access is changeable and reversible at any time.
• You are in charge of all activity carried out by your authorized users on our servers, as well as how well they abide by our rules and these conditions.
• You pledge to maintain the accuracy of your information, including a working email address.
• It is your duty to give genuine, accurate, and comprehensive information.
• Additionally, it is your responsibility to prevent passwords and usernames from being lost or misused.
• Under these conditions, you may let your affiliates to access and use our services; however, if you do so, you will be held accountable for your affiliates' compliance with these terms and our standards and will be held liable for their acts and inactions as if they were your own.
11. Roles and access for users: It is important for you to be aware of the rights that you are giving your authorized users. You agree to these terms and our policies for each authorized user you add to your business account. All of the actions and inactions of your authorized users are your responsibility. You are responsible for making sure all of your authorized users are fully informed of their responsibilities and limitations under these terms and our policies. View the details on our Support Center to learn more about user roles and permission levels.
12. Your principal duties: You may only use our services in line with your applicable subscription, if any, and for the domains whose business profile pages you have claimed or on your behalf, known as "claimed domains." You acknowledge that you will only use our services in accordance with these terms, our policies, and legitimate business needs.
13. Guiding Steps: You acknowledge and agree that, by accessing or utilizing trusteeAdvisor.com's rules, codes, and guidelines (as well as any other guidance included in these terms) that are intended for both corporations and individuals (the "guidelines"). Read them carefully to ensure that you know what is appropriate and inappropriate. The fact that these guidelines specify how you should (and shouldn't) utilize our services makes them extremely significant. In order to maintain our site as an impartial and reliable location for online evaluations, the most of it will be common sense. We have the right to periodically revise and modify the guidelines. If the criteria are changed, you will be affected instantly and won't need to confirm, affirm, or take any more action.
14. Possessions: Everything we've put into our services is our property, with the exception of content that belongs to third parties, such as reviews on our platform that are held by the reviewers who wrote them and whatever information you give us when inviting your customers. We are the owners of the design, compilation, appearance, and feel of our services. It also covers all copyrighted works, designs, code, ideas, and other intellectual property, as well as registered and unregistered trademarks. You consent to not using any of our intellectual property rights in any way that isn't specifically approved by us, including copying, distributing, changing, or creating derivative works of any of our content. It follows that using our trademarks, graphics, logos, or any other content as "brand marks" is prohibited. The trademarks, logo, brand name, and other intellectual property (referred to as "customer IP") belong to you. In order to carry out our duties and responsibilities under these conditions, as well as to provide, manage, and guarantee the smooth operation of the services, the platform, and associated systems, we have the right to use the intellectual property belonging to your client.
15. Content created by User: "User generated content" is any image, review, response to a review, or other content that you, any customer, or other user of our services creates or originates from. You promise that you have the right to allow us to use user-generated content that you have developed or originated, and you grant us permission to use it and make it available permanently without restriction or payment to you. Even after your subscription expires or you delete your business account, all user-generated content will continue to be publicly displayed on our platform, services, and any third-party networks and services (like Google) unless it is removed by its author or by us for breaking our guidelines.
16. Reviews: We value your opinions about our services and may use them for as long as we like without asking for money. To be clear, this implies that we reserve the right to use, quote, and/or make reference to any written content or feedback that you submit to us.
17. TrusteeAdvisor Laboratory: On rare occasions, we might provide access to limited-time services or features that we haven't yet put out as a finished good for sale, like a beta service. Due to the nature of these services, you use them at your own risk if you decide to use them.
18. Challenges and Assistance: If you're having issues, our Support Center has articles that should assist you in the majority of cases. If you've tried our Support Center and still need assistance, you may get in touch with our support team at [email protected] to learn more about online support for our services. You might also have access to the Customer Success team, who can offer more details, depending on the services you subscribe to.
19. Neutrality; We enjoy it when companies use us as an online middleman to communicate with, hear from, and learn from their customers. We do not approve, endorse, or suggest you or your goods or services based on your use of our services or the brand marks. Thus, you are not allowed to advertise yourself or make statements in public to that effect. Nothing in these conditions should be understood to create an employment, agency, joint venture, or partnership between you and us.
20. Names, logos, and reviews displayed:
• Being able to recognize the companies that have reviews on TrusteeAdvisor is essential to us. So that we can identify the services or goods your company offers, you grant us permission to show your company name and logo on our platform, much like a phonebook or directory. Our business profile page gives you complete control over your name and logo, so you may change them whenever you want.
• Additionally, by opening a business account and using our services, you grant us permission to use your name, logo, and publically available examples and images of your TrusteeAdvisor usage in corporate, promotional, and marketing materials as well as content produced in the regular course of business. Examples of these examples would be your website and advertisements.
• When using our services, you are allowed to post reviews of your company and our brand marks on the domains you have claimed, provided you adhere to our policies, which include the instructions found on our Support Center. Additionally, you are only allowed to use the designs, widgets, images, and other features that we make available to you in your business account.
We only allow our criteria to be followed for any additional usage or display of our brand marks or content on TrusteeAdvisor, including offline and online advertising. In the event that we determine that your use of our brand marks violates our standards, we reserve the right to discontinue your use of them at any time.
21. Avoids: Even if we can't cover everything here, the following are some crucial instances of things you should never do:
• Compromise our platform's integrity or security.
• Use our services or platform in any manner that could hinder its functionality or interfere with the use of others.
• Use our services or platform without authorization.
• Add or upload anything containing a virus or other harmful programming to our platform or services.
• Compose, send in, or obtain fictitious reviews.
• Say or do anything that could be construed as deceptive, offensive, illegal, infringement on another person's rights, or not in line with our policies.
• Change, duplicate, adjust, duplicate, dismantle, decompile, reverse engineer, or extract the source code from any portion of our platform or services.
• Anything that isn't specifically allowed by our services, such as leasing, reselling, transferring, licensing, or providing our services.
• Repackage, resell, or grant a sublicense for any information obtained via our services or platform.
• Use our platform or services to engage in fraud or other unlawful activity.
• Behave in an unpleasant or impolite way toward a partner, employee, user, or other TrusteeAdvisor client. In any circumstance, including interactions with our support teams, we will not stand for any kind of harassment or abuse directed at TrusteeAdvisor staff.
• Eliminate all proprietary notices, labels, and TrusteeAdvisor brand information from the platform and the promotional materials.
• Use the commercial materials, the platform, or our services to offer any service or functionality that rivals the platform.
Products from third parties
Our ecosystem offers interfaces to goods and services provided by other companies (e-commerce platforms, for instance) to help make your use of our services even more powerful.
22. Extra Services: We recognize that in order to fully utilize our services, you might want to link our platform and services with the information, goods, and services of other companies (referred to as "third-party products"). By providing you with integrations to third-party products, including independent software vendors or third-party e-commerce platform providers, we, or your partner, if appropriate, may be able to assist you expedite that process. You may be subject to additional terms and conditions from these firms, which will govern your use of the third-party items rather than this agreement. Be advised that any third party offering a third-party product is referred to as a “third-party provider” and operates independently of us. As such, fees may be assessed by a third-party provider.
23. Terms and descriptions used by third parties: The terms and conditions and privacy warnings imposed by the suppliers of third-party products apply. It is your duty to go over any terms and conditions and privacy statements set by third-party providers and make sure you are comfortable with them. These probably include the manner in which the third-party providers will utilize the information that you supply to them. The third-party suppliers have given us the descriptions of their items that we publish, along with any related links. The third-party providers are only in charge of those descriptions, even though we make a good faith effort to verify their veracity. Regardless of whether they are labeled as "approved," "certified," "recommended," or something similar, we don't support or take any liability for third-party items, and we are not accountable for using websites and items from third parties at your own risk. You consent to addressing any dispute over a third-party product that arises between you and the third-party provider directly, rather than through TrusteeAdvisor.
Cost and payment
You will have to pay to access and utilize our services unless you are on a free trial or are on our free plan. When you accept our offer to buy our services, we go over the cost and any additional conditions that apply to you specifically.
24. Trials: As stated in the pertinent commercial documents supplied at the time, you might be given the opportunity to try out some of our services for a brief amount of time. Without providing you with prior warning or liability, we reserve the right to discontinue or change your access to those services. Your access to those services may be terminated following the trial period in line with any conditions or limitations that you are informed of at that time. You'll need a subscription if you wish to keep using those services after the trial period.
25. TrusteeAdvisor Membership: We offer our business users access to our free plan which allows the use of a wide range of TrusteeAdvisor services. But to access some of our services, we require you to pay for one of the many subscriptions we offer. In most cases you will need to pay us directly but if you’ve purchased a subscription through a partner, you will (unless we tell you otherwise) need to pay your partner for your subscription. The subscription pricing may vary by region. The price and any other terms that are specific to your subscription are set out in the commercial materials that you accept when you agree to purchase that subscription. If you and us have agreed to make changes to the scope of your subscription during the subscription period (for example, adding another domain or additional services), we may ask you to sign or accept updated commercial materials and in such a case, we reserve the right to increase the price accordingly.
26. Rates and Discounts: The usual list rates for our services are subject to periodic updates and modifications. estimate, order form, or similar document including price discounts, promotions, offers, or special terms is only valid for the duration of the subscription time stated on it; we are under no obligation to extend the offer for any further subscription periods.
27. Credits and Refund Policy: If you or we discontinue your membership in line with these terms, we will not owe you any credits or refunds, unless otherwise specified in these terms.
28. Tax: The prices we list do not include taxes. Any additional external fees or taxes, where applicable, related to your use of our services must be paid by you. This includes value-added tax, sales tax, and any other similar costs.
29. The significance of regular payments: Depending on the cost of the subscription you chose, you must continue to make timely payments in order to use the services included in your subscription. The fees for each subscription period are due in full to us up front, unless your subscription order details indicate otherwise or if you obtained your subscription through a partner and we have agreed that you should pay your partner for your subscription. If we have sent you an invoice, you are required to pay it within the specified time frame. Please make sure we or your partner (if appropriate) have accurate payment information to prevent missing or delayed payments. Should we, or your partner (if relevant), fail to receive payments on schedule
Suspension and Termination Section. We reserve the right to impose interest charges on any overdue amounts that are not paid on time. You will also be liable for any reasonable costs that we incur in order to collect the unpaid amounts, such as fees for collection and legal counsel.
Data and Privacy
As we discuss below, we may receive and handle personal data about your customers and authorized users. Read our Data Processing Agreement as well.
30. Laws pertaining to privacy: Both of us undertake to abide by all applicable rules and laws regarding data protection and privacy ("applicable privacy laws").
31. Invitation: We are offering you "review invitation services" when you issue (or we send on your behalf) invites to your customers requesting them to post a review about your services, locations, and/or products on our platform. In the event that the kind of review invitation services we offer you necessitate that we obtain or handle any personal information about such customers (referred to as "invitation data") prior to their submitting a review on our platform in response to an invitation, then:
• You will receive these review invitation services:
• under a subcontract to TrusteeAdvisor A/S, who will provide it to you on TrusteeAdvisor, Inc.'s behalf, any data processing related to its provision of the review invitation services is handled by TrusteeAdvisor Inc. if your contract is with TrusteeAdvisor Inc.granted that TrusteeAdvisor A/S will always be the only organization within the TrusteeAdvisor group with decision-making authority and control over the methods and purposes processing, invitation data, regardless of which company offers the review invitation services;
• This processing activity shall be governed by our Data Processing Agreement;
• The U.S. Privacy Laws Supplement (a part of these terms) will apply to you in addition to our Data Processing Agreement to the extent that we, as your service provider, receive data from you about your consumers who are residents of the United States and whose data is protected by the U.S. State data protection and privacy laws; and
• In the course of providing services under these terms, you agree not to provide us with any PHI (as defined by the Health Insurance Portability and Accountability Act of 1996, or "HIPAA"). However, if you are acting as a Covered Entity under HIPAA and PHI about your customers is incidentally disclosed to TrusteeAdvisor, and if TrusteeAdvisor is deemed to be acting as a Business Associate under HIPAA as a result, the disclosure of such PHI will be governed by the HIPAA Business Associate Addendum, which is a part of these terms and will apply to you in addition to our Data Processing Agreement; and You attest that you possess all the authorizations, rights, and consents needed to give us the invitation data in accordance with any applicable privacy regulations.
32. Additional Individual data: We will handle any personal information we gather about you in compliance with our privacy policy, whether it is from authorized users of your account or from other individuals acting on your behalf (such as your employees) in the course of setting up and managing your business account, offering you customer support, or enrolling in and using our services.
Protective measures
We take security very seriously, and you ought to as well! All of our policies are available for reading in our Support Center. While we make every effort to secure your data, your assistance is still required to safeguard both your data and our services.
33 .Contributing to the security of your data: Maintaining the security of your login credentials, preventing unauthorized access, and ensuring robust system security are all crucial aspects of your role. You must notify us right once if you become aware of any unauthorized use of your password, compromised account, or compromised email address associated with your account. Additionally, you consent to refraining from storing personal information in any free-form area inside TrusteeAdvisor systems or services (except from those that specifically request it, like first or last name fields).
Confidential Data:
We expect you to secure our confidential information as we do by taking reasonable efforts to protect yours.
34.Maintaining confidentiality: You might divulge private information to us or learn about private information about us when utilizing our services. Both of us commit to taking reasonable measures to prevent unauthorized people, organizations, or other third parties from accessing the other party's private information. If mandated by law or other legal requirements, you or we may be obliged to disclose each other's private information to governmental, legal, or regulatory authorities. We might also provide our advisers, affiliates, auditors, funders, and any other third parties doing due diligence on our company access to your information in a similarly private manner. Information that is already known by the recipient and was not previously disclosed to them will not be regarded as confidential.
Dismissal and confinement:
Below is a list of circumstances under which we may cancel or suspend your subscription and/or access to our services.
Your rights upon termination
If you own a membership
35.For whatever reason, you can choose not to have your subscription automatically renewed: You have two options if you don't want your subscription to renew automatically at the end of the subscription period: (a) if you bought it directly from us, email [email protected] to let us know at least 30 days in advance of the end of the current subscription period; or (b) if you bought it through a partner, notify them in line with the terms and conditions you agreed upon. For the balance of the current subscription period, you will continue to have access to the services included in your subscription, even after you've informed us or your partner (if applicable). For the duration of the current subscription month, if you haven't paid already, you are still in charge of paying all subscription payments. After your subscription time expires, you will continue to have access to our free plan's services. These terms will still apply to your usage of our free services even after your membership has expired if you keep using them.
36.We are immediately terminating your subscription due to a material breach. You can quickly cancel your subscription if:
•we materially violate any of these conditions and fail to correct the violation within 14 days of you notifying us of the violation;
• if there is a material breach of any of these agreements that cannot be fixed; or
• If our service is rendered completely inoperable, you will be refunded pro rata for any payments you made in advance for the time after the termination date.
You will instantly lose access to the services included in your subscription if you cancel it due to a material breach, but you will still be able to use the services offered by our free plan. For any money you have already paid, you will not receive a refund or credit; however, you will not be required to pay us any subscription costs for the portion of the subscription period that is still unpaid.
37.Terminating your usage of our services and closing your business account: If you stop using our services and delete your business account, these conditions will terminate immediately, with the exception of any provisions that survive termination (see the Survival section).
38. Remember that these terms will still be applicable to anything that occurred prior to your termination, regardless of whether you cancel your subscription or erase your business account.
Our rights to a suspension and termination:
If you have a membership
39. In the event that we decide not to renew your membership for any reason; we will give you at least 30 days' notice in order to cancel your subscription.
For the balance of the current subscription period, you will continue to have access to the services that you have purchased; also, if you haven't paid previously, you will stay liable for the full cost of the subscription during that time.
40. TrusteeAdvisor's right to immediately terminate: TrusteeAdvisor has the right to instantly end your subscription, your access to your business account, or any or all of our services if:
• if you materially violate any of these agreements and fail to correct the violation within 14 days of being made aware of it;
• If you engage in any of the following, you will be in material breach of these terms and will not be able to remedy the breach: posting reviews on your own business profile page, purchasing fake reviews, abusing the review reporting feature in your business account, encouraging customers to write biased reviews, or deceiving customers with your brand marks;
• We believe that you have violated the rules, at our discretion;
• We believe that, whether or not you interacted with our support teams, you behaved in an aggressive or disrespectful way against a TrusteeAdvisor employee, partner, user, or other TrusteeAdvisor customer
• you neglect to make your subscription payment in whole and on time;
• your companion neglects to make the timely subscription payment;
• you reach an agreement with your creditors, enter liquidation, have a receiver or manager appointed over any of your assets, or experience any other comparable insolvency event in any jurisdiction;
• Your usage of our services puts our platform's security at risk;
• If, at our sole discretion, we find that your company's basic principles or values don't align with ours, we may label it as a bad-fit firm.
For the duration of the current membership month, if you haven't paid previously, you are still in charge of paying all subscription payments (unless we've terminated because your company's essential principles or business values contradict with ours). Unless we terminated because your business values or core beliefs conflicted with ours, in which case we'll refund the portion of the subscription fee that you prepaid for the remaining portion of your subscription period less any fees and/or expenses incurred by us in relation to that termination, you will not be eligible for any refund or credit if you have already paid.
41. Confinement; Your access to and usage of our platform and/or services may be completely or partially suspended by us if:
We may determine that you are in violation of these terms.
• If, at our judgment, we believe you have violated the rules—for instance, if you persist in abusing the review reporting feature or making changes to your company profile that we believe could mislead or confuse customers—we will consider that you have broken the rules;
• you neglect to make your subscription payment in whole and on time;
• your companion doesn't make the timely subscription payment; or
• We believe that using our services could put our platform's security at risk.
During the suspension, you will still be liable for all membership fees, and you won't be getting a credit or refund.
If your plan is free, then:
42. Instant termination or suspension for any reason: We reserve the right, at any time and for any cause, to instantly cancel or suspend your business account access as well as any or all of our services.
Regardless of whether you are a subscriber or are using our free plan, for all users:
43. These terms shall remain applicable to anything that occurred prior to our termination, regardless of whether we cancel your subscription or your access to your business account.
Accountability and indemnity
We ask you to carefully read these parts through as they contain crucial information about our and your responsibilities and liabilities.
44. DISCLAIMER OF WARRANTIES: FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCLUDING ANY APPLICABLE IMPLIED CONDITION, GUARANTEE, OR WARRANTY, THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE OR CAUSE ANY PART OF THESE TERMS TO BE VOID, DISCLAIMS ALL WARRANTIES.
A "AS IS" BASIS GIVEN TO YOU, ALONG WITH OUR SERVICES AND THE PLATFORM (THUS THE "NON-EXCLUDABLE CONDITION"). EXPRESS AND IMPLIED WARRANTIES ARE DISCLAIMED BY US AND OUR AFFILIATES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. We further disclaim all implied and explicit representations and warranties that our platform and/or services will be error-free and uninterrupted, to the fullest extent permitted by law.
45. LIABILITY LIMITATION:
If you have a membership
In connection with our services and/or these terms, each party's liability (and each party's affiliates' liability) to another in contract, tort (including negligence), or otherwise, is limited as follows,
save from any non-excludable conditions and/or liability that we or you are not permitted to exclude or limit under applicable law:
• Any liability arising from your use of our services and/or these terms is limited to the following: each party and its affiliates will not be liable to the other for any indirect, consequential, incidental, punitive, equitable, special, loss of revenue or profit, loss of goodwill, loss of customers, loss or corruption of data, loss of capital, loss of anticipated savings, damage to reputation, loss arising in connection with any other contract, or any other type of loss, damage, or expense (including legal costs).
• When using our platform or the services of TrusteeAdvisor, you, any consumer, and/or any other third party, including user-generated content, are not subject to our liability or responsibility.
• The entire aggregate liability of each party (and each party's affiliates) to the other party in any circumstance is limited to the total amount you paid us for our services in the twelve months immediately preceding the date on which the claim giving rise to the liability arose, excluding each party's indemnity obligations as stated in the indemnities section below.
If you are on free trial:
The following states that our and our affiliates' liability in relation to our services and/or these terms, in contract, tort (including negligence), or otherwise, is limited, except from non-excludable conditions and/or liability that we are not permitted to exclude or limit under applicable law:
• When you use our services and/or these terms, WE AND OUR AFFILIATES are not liable for any lost revenue or profit, goodwill, lost customers, lost or corrupted data, lost capital, lost anticipated savings, reputational damage, loss arising from any other contract, or any other indirect, consequential, incidental, punitive, exceptional, or special loss, damage, or expense (including legal costs).
• When using our platform or the TrusteeAdvisor services, you, any consumer, and/or any other third party are not responsible or liable for anything, including user-generated content.
• In any situation, the entire amount you paid us for our services during the 12 months immediately before the date on which the claim giving rise to the liability arose is the maximum amount of our and our affiliates' aggregate liability to you.
46. Liabilities:
You owe us: Upon demand, you will reimburse us and each of our affiliates for all losses, damages, demands, costs (including reasonable legal fees), and other liabilities (regardless of the nature of the harm and whether it was preventable or anticipated) that we or our affiliates sustain as a result of or in connection with:
• your use of our services, including any content you supply, any violation of our guidelines, review invitations sent to your customers, the writing, creation, submission, or procurement of fake reviews, or any other activity involving our services), or any user-generated content you create, originate from, or otherwise relate to on our platform; and
• Any act or omission on your part that results in a data breach (as defined in Regulation (EU) 2016/679 of April 27, 2016 (the General Data Protection Regulation) (the "GDPR"), or that puts us in violation of applicable privacy laws, including but not limited to any violation of your obligations regarding sending invitations to your consumers, constitutes a violation of applicable privacy laws.
We indemnify you: We will reimburse you and each of your affiliates upon demand for all losses, expenses, demands, costs (including reasonable legal costs), and other liabilities (regardless of their nature and avoidance that you or your affiliates incur or suffer in relation to any third-party claim that our brand marks or services violate the intellectual property rights of third parties, excluding any content that you or your affiliates submit or otherwise generate.
The following conditions apply to the indemnity requirements outlined in this section on indemnities: (i) The party seeking indemnification must promptly notify the party providing indemnity in writing of any third-party claim or action; (ii) The party providing indemnification may choose to take charge of the defense and/or settlement of the claim; (iii) The party receiving indemnification must assist the party providing indemnity as reasonably requested, but only at its own cost and expense; and (iv) The party providing indemnification may not settle any claim or action on behalf of the party receiving indemnified without first notifying the indemnified party of all relevant details and obtaining the indemnified party's prior written consent.
Conflicts
This section describes the procedures for resolving conflicts.
47. Conflict resolution: By contacting us via support.trusteeadvisor.com, the majority of your issues can be promptly and satisfactorily addressed. You and we agree to limit the jurisdiction in which you and we pursue claims to the areas specified in the section on Our contractual entities and governing law in the event that we are unable to resolve the matter.
Important Tips.
Kindly review these supplemental terms.
48. No expert guidance: TrusteeAdvisor is not a company that provides any form of expert advice. For instance, we don't offer any form of legal, tax, or financial advice. We might send you information that we believe will be helpful, such as our sample review invitations that you can send to your customers or the insights and analytics you can access with your business account. However, please note that this is not advice, and we take no responsibility for how you use the information or draw conclusions from it. It is your responsibility to make sure that your usage of our services complies with current legal requirements.
49. Modifications to these terms: We reserve the right to make periodic adjustments to these terms. If there are any significant changes, we'll do our best to notify you in advance, unless circumstances force us to make them right away, such as a change in the legislation. If there isn't much of a change, we might not tell you. You are responsible for making sure you always refer to, read, comprehend, and accept the most recent version of these conditions because any modifications will take effect immediately upon their posting and won't require your further approval, affirmation, or action.
50. Modifications to our services: At our discretion, we reserve the right to periodically alter or stop providing any or all of our services. You can contact us in the event that we materially alter the functionality of one of our services, and we will, at our discretion, either reimburse you for the portion of the subscription fee you pre-paid for the remaining portion of your subscription period or grant you credit to be used toward other services we offer during the remaining portion of your subscription period.
51. Events beyond our control: We make every effort to exert as much control as we can. You have no recourse against us or our affiliates for any failure or delay in fulfilling any of our duties under these terms resulting from any situation or incident outside of our reasonable control.
52. Attention: You must send notices to [email protected] in order for TrusteeAdvisor to receive them. Any notices we send to you will be sent to the email address you have provided to us through your business account, unless we specify otherwise in these conditions.
53. Refusing to accept a payment, blocking your access, or deactivating your subscription: Because our websites are international, we may be subject to legal restrictions based on your country that limit our interaction with you. If we reasonably feel there's a danger - such as a potential violation of a law or regulation - related with you, your business, your subscription, or a payment, we may refuse to process the payment, ban your access, or terminate your subscription. Transactions where the money is coming from a sanctioned individual or nation, or transactions where we have good grounds to suspect a legal or regulatory concern, are a few instances where we might take this step. You guarantee that you are not on any lists of people sanctioned or residing in a nation under sanction. Also, we might ban users If we are not able to take payments from a country, we may use business accounts or s. It is advisable that you ascertain the payment options accepted in your nation. Any of these measures could be done by us at any time.
54. Transmit: We reserve the right, at our sole discretion, to assign, transfer, or subcontract any of our rights or duties under these conditions to any other company. Your rights and/or duties may be assigned, transferred, or subcontracted, but only with our prior written approval. Any modification of the domains receiving our services, whether by sale or otherwise, would be deemed a transfer by you requiring our prior written approval.
55. Sustainability: Upon the expiration or termination of these conditions, you and we shall still be bound by any section or portion of a provision that, by its very nature, is stated or intended to survive (such as the sections on limitations of liability and indemnities).
56. Entire acceptance: By accepting these terms, you agree that they (as well as any commercial materials pertaining to your current subscription, if any) represent the whole agreement between you and us regarding its subject matter, superseding any prior discussions or agreements you may have had with us (including any prior version of these terms).
57. Communication: We may give you certain commercial materials in a different language, but English shall be used for all correspondence and notices issued in accordance with these terms. If we translate any of these terms, it's just for your convenience; the original English text will always be used. Regarding the content or correctness of any translated versions of these terms, we shall not be liable or responsible.
58. Terms enforcement: All of the terms herein shall be enforceable, save to the extent that any part of them is unenforceable under applicable law by you or by us.
59. Definition: When we say something is within our discretion, we mean our exclusive discretion. Terms like "include," "like," and "for example" are not restrictive.
60A. The controlling law and our contracting entities: The laws of the TrusteeAdvisor entity with which you are entering into a contract, as indicated in the column labeled "Governing Law" in the table below, shall govern and be construed in relation to these terms and any dispute or claim arising out of or in connection with them, their subject matter or their formation (including non-contractual conflicts or claims).
We will inform you in the commercial documents we send you upon registration of the TrusteeAdvisor entity you are contracting with if you are registered, or if your principal place of business is located in a country other than those included in the above table if you are not registered. The Governing Law that governs your transaction with TrusteeAdvisor will be as specified in the above table, depending on the TrusteeAdvisor organization you're dealing with.
60B. Jurisdiction: If you are hiring TrusteeAdvisor A/S, you and we both hereby irrevocably consent that the courts of England and Wales will have the sole authority to resolve any disagreement or claim (including disagreements or claims that are not related to a contract) arising out of or connected to these terms or in relation to these terms, their creation, or their subject matter. Likewise, in the event that you enter into a contract with TrusteeAdvisor, Inc., you and we both irrevocably consent to the exclusive jurisdiction of the courts of New York, USA to resolve any dispute or claim of this nature.
61. No exemption: Nothing in these terms or the law will imply that we have waived our right, power, or remedy if we fail to exercise it or take a longer time to do so. Any obligation or subsequent breach of these conditions that we waive herein will not be deemed to be a waiver of any other obligation or later breach.
62. TrusteeAdvisor information privileges: You acknowledge and agree to quickly grant TrusteeAdvisor access to and information on your usage of our services, as well as your adherence to these terms and our standards.
For instance, we might ask you to furnish us with details regarding your invitation procedure, such as when and how you send invites for reviews or point customers to your company profile page, the templates you employ, and arbitrary, anonymized samples of invitations.
In the event of an audit, we will notify you in a timely manner. Any audit we conduct will be at our cost and will only be done once a year.
63. Conflicts: In the event that these terms and the commercial materials conflict or are inconsistent with one another, the commercial materials will supersede the other.