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Addendum - Internal Application (Trustpilot A/S)februari 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 and Partner wishes to license the right to integrate the Trustpilot Content into its own internal systems. The Parties wish to create a single mechanism under which Partner obtains a license to integrate this specific data and the parties have therefore entered into the Agreement, including this Addendum.
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 data 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 integrate Trustpilot Content solely into its own systems for non-public display in accordance with the specifications and requirements set forth by Trustpilot in the Agreement, Order Form and this Addendum.
4. Partner's obligations
4.1. Partner agrees to only integrate Trustpilot Content as specified in the Order Form and this Addendum and that Partner will do so in accordance with the specifications and requirements laid down in the Agreement, this Addendum, 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 and while having integrated Trustpilot Content: (i) comply with the Agreement, including this Addendum, 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, including by not limited to obtaining prior approval and authentication from its customers in order for Partner to get access to the Customer API relating to the specific customers who have granted Partner such an approval.
4.3. When integrating Trustpilot Content, Partner must use Trustpilot terminology and Trustpilot logos provided in the relevant API.
4.4. If requested by Trustpilot, Partner must forward documentation of the integration of Trustpilot Content, including demonstration of how the integration with Trustpilot Content works. Trustpilot is entitled to point out any wrongful integration or any other integration issues, which Partner must correct at its own costs and responsibility, at any time. The parties agree that Trustpilot's pointing out of any integration issues – or lack thereof – will not, in any event, constitute an acceptance of Partner's integration of Trustpilot Content, and Trustpilot shall in no way be responsible for Partner's use or integration of Trustpilot Content. Trustpilot retains the right, at all times, to ask Partner for documentation of the integration of Trustpilot Content and to correct or have corrected, at its own costs and responsibility, any wrongful integrations that may be identified subsequently. Trustpilot will provide Partner with a reasonable time frame to correct such wrongful integrations or other integration issues.
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 integrating Trustpilot Content Partner must comply with (i) the Content Refresh Guidelines, (ii) the Trademark Guidelines; (iii) the Integration Guidelines; and (iv) any applicable laws and regulations, including ensuring that the integration and 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.
4.12 If Partner creates an application that connects and feeds data to and from Trustpilot's systems, Partner must keep a log containing information about all activities carried out by specific users, including information on which specific users have carried out which specific activities at what specific time. If requested by Trustpilot, Partner must provide Trustpilot with a complete copy of this log file. Partner must keep the log file on file for the duration of the Agreement and up to three (3) years after the expiry of the Agreement. Partner must ensure that only authorised users are granted access to the application, and Partner is responsible for all actions carried out by all users using the application.
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 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 or in the event Partner does not have the customer's acceptance to access the Customer API relating to such customer.
Trustpilot Content licensed to Partner
Pursuant to the Addendum Partner is entitled to integrate Trustpilot Content into its own systems for non-public display. Trustpilot Content available to Partner is limited to Trustpilot Content retrieved through Trustpilot's public API, ref. developers.trustpilot.com, and Trustpilot’s customer API 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 including metadata 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 from customer API for a specific category of companies on Trustpilot’s platform. This specific category of companies is identified in the Order Form.