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General Vendor Terms

General Vendor Terms

WELCOME TO SOFTWARE ADVICE! PLEASE TAKE TIME TO READ OUR GENERAL VENDOR TERMS

These Software Advice General Vendor Terms (“General Vendor Terms”) are entered into and agreed to by Software Advice and its Affiliates (“Software Advice”) and all Vendors, both basic and upgraded, as a condition of accessing and using our Sites and/or Services. Among other things, these General Vendor Terms govern (i) vendor portal and product listings, (ii) vendor participation in our Reviews Program and (iii) purchase of our vendor services, as further described in our Service Descriptions posted on the Vendor Portal.

Vendors to whom these General Vendor Terms apply include, without limitation: basic software vendors and/or upgraded or paying software vendors (each, a “Vendor” or “You”).

BY ACCESSING AND USING OUR SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE GENERAL VENDOR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SITES OR SERVICES.

In consideration of the premises set forth above, you hereby agree as follows:

DEFINITIONS:

For a glossary of definitions used in these General Vendor Terms, please click here.

ELIGIBILITY:

Our Sites and Services are intended solely for Users who are 18 years of age or older. Any access to or use of our Sites or Services by anyone under 18 is expressly prohibited. By accessing or using our Sites or Services you represent and warrant that you are 18 years of age or older.

Use of Website:

By accessing and using our Sites, you agree to comply in all respects with these General Vendor Terms, the Guidelines for Product Listings, the General User Terms, the Community Guidelines, Content Compliance Policy and our Privacy Policy as well as any other rules we make known to you. You acknowledge that you are responsible for your actions and for all Content you post on our Sites. You represent and warrant, to the best of your knowledge:

  • That you have all necessary right, power and authority to enter into these General Vendor Terms and to fulfill Your contractual obligations hereunder;

  • That any and all information you post or provide, including, without limitation, as part of any registration or application or to gain access to our Sites or Services, is true, accurate and not misleading and that you will not allow any other person or entity to use your Account.

  • That the information and Content you upload, post, e-mail, transmit, or otherwise make available to us or on our Sites, including without limitation Product Listings, trademarks, logos, screenshots and responses to user reviews, is accurate and free of third party encumbrances;

  • Artificial Intelligence and Machine Learning. You may not use nor attempt to use any data or content found on or accessed through the Site as input into or for the training or development of generative artificial intelligence, machine learning, algorithms, software, or related technologies, to create any derivative works, compilations or collective works, or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, or that allows any third parties to access, use or benefit from our proprietary intellectual property in any way.

  • That you will, when posting Product Listings on our Sites, adhere to the Guidelines for Product Listings and bear all liability related to your submission of such Content through our Sites or Services; That you shall not nor shall your authorize any third party to (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) intentionally misrepresent their company, products and services; or (iii) advertise anything illegal or engage in any illegal or fraudulent business practice.

  • That you will not post or otherwise provide Content that is unlawful, tortious, malicious, defamatory, infringing, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another’s privacy, promotes illegal activities/conduct or violates local, state, national or other applicable laws or regulations;

  • That you will not post or otherwise provide Content that you do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or information protected under nondisclosure agreements); That you will not post or otherwise provide Content that contains a software virus or any other code files or programs with the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment.

  • That you will not forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any Content posted on the Sites;

  • That you will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of our Sites or our other Vendors without our express written consent;

  • That you will not avoid, bypass, reverse engineer, interfere with, deactivate, impair, descramble or otherwise circumvent any technical measure implemented by us to administer and protect our Sites and Services;

  • That you will not use any automated means or form of data scraping or data extraction to access, query, download or otherwise collect our Content or related information from any of our Sites (except as expressly permitted by us) or otherwise without authorization use or upload our Content; or create new links, reposts, or referrals through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers and data mining tools);

  • That you will not duplicate, download, publish, modify or otherwise distribute our Content for any purpose other than for your own individual use;

  • That you will not collect or “harvest” from the Sites the personal information (“Information”) of other Users or Vendors without their consent for the purpose of transmitting unsolicited commercial mass mailings, “spamming” or for any other unlawful purpose;

  • That you will not access our Sites and Services by any means other than through interfaces expressly authorized by us and these General Vendor Terms;

  • That you will, when making use of content sourced from our Sites, adhere to the Content Compliance Policy;

At our discretion, we may, but are not obligated to, monitor and terminate your activity on our Sites, and/or edit or remove Content that violates or otherwise fails to comply with these General Vendor Terms.

OUR VENDOR PORTAL, PRODUCT LISTINGS AND VENDOR SERVICES:

How our Vendor Offerings Work: Every vendor (basic and upgraded) has a Vendor Account and Product Listing. Current and former upgraded vendors may access and selectively update their accounts via the Vendor Portal. All others may email productprofiles@softwareadvice.com to request changes. Vendor Accounts and Product Information (including Product Profile and Product Listing) posted on our Sites are non-cancellable. We create our Vendor Product Listings from publicly available information in order to ensure a comprehensive picture of every segment of the software industry.

Upgraded Vendor Services: For information on upgraded (paid) Vendor services, see the Service Descriptions on our Vendor Portal. All Service Descriptions are subject to and governed by these General Vendor Terms. Vendor Portal. The Vendor Portal is a self-service tool that we make available to vendors, who may log in to update and manage select portions of their Vendor Accounts and Product Listings.

Vendor Accounts: Unlike User Accounts, which are created by individual users and can be removed at the User’s convenience, vendors (both basic and upgraded) do not have individual accounts but rather we create for them Vendor Accounts (which are more akin to company records) from publicly available company information for purposes of administration of the services, content management and back office administration of our Sites. Because we create Vendor Accounts for purposes of managing our online services, these Accounts are non-cancellable.

Vendor Product Listings and Profiles: Vendor Product Listings (also known as Profiles) are descriptions of vendor’s products (including vendor name & logo, product name & description, screenshots) created by us from publicly available content, vendor contributed modifications and any other content we create or license, which are featured in our online software directories. Vendor shall ensure that the Vendor Content it contributes or approves for its Product Listing, Profile and other Product Information complies with these General Vendor Terms and with the Guidelines for Product Listings. Listed company names are the service marks and trademarks of their respective companies.

OUR USER REVIEWS PROGRAM: VENDOR PARTICIPATION

Our User Reviews Program: In addition to the Vendor Product Listings and Profiles, our Sites also host a User Reviews program where they allow verified users to review software vendor products. You acknowledge and agree that we, as the website operator, are merely providing a platform for these user-generated reviews; and that all such reviews represent the opinions of the reviewers of those software products and not our opinions. If a vendor is concerned about a user-generated review on our Sites, they may respond to a user review or flag a review for investigation as further described in our Community Guidelines.

Vendor Participation: All vendors who access our Sites must comply with the General User Terms and the Community Guidelines with regard to their participation in our Reviews program. The Community Guidelines, in addition to enumerating expectations for the users who are generating the reviews, also set forth expectations for the vendors who are reviewed. Among other things, the Community Guidelines promise vendors: (i) a rigorous evaluation of submitted reviews; (ii) a fair investigation of flagged reviews independent of vendor status (client or non-client); and (iii) an opportunity to respectfully respond to any review of their product. For further guidance on the Community Guidelines and vendor expectations, click here.

INTELLECTUAL PROPERTY RIGHTS:

Our Sites are comprised of Content created by us, our Partners, our Vendors and our Users. This section sets out the ownership and usage rights for each type of Content.

Our IP: Our Sites, including without limitation the Product Listings we create from publicly available content and any other content we create or license, Services, along with the domain names, and all intellectual property rights therein (collectively, the “Software Advice IP”), are the property of Software Advice, its Affiliates and/or its authorized licensors and is protected by U.S. and international copyright, trademarks and other intellectual property laws.

We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the Software Advice IP in accordance with these General Vendor Terms and applicable U.S. and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the Software Advice IP without the express written consent of Software Advice or the applicable copyright owner.

Vendor IP: Vendor retains all right, title and interest in and to the Content it submits to us to update or modify its listing (see below), as well as to its logos, trademarks and screenshots (collectively, “Vendor IP”) and grants to Software Advice, its Affiliates and Partners a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use, display and translate the Vendor IP in the ordinary course of its business (ii) to advertise, market, promote and publicize Vendor and its products on our Sites and our Partner Sites; and (iii) to modify and/or remove Vendor Content as we may determine in our sole discretion in accordance with the Guidelines for Product Listings (https://www.softwareadvice.com/legal-page/product-listing-guidelines/).

Product Listing. Software Advice retains all right, title and interest in and to the Product Listing it creates from publicly available content and grants to Vendor free of charge a license to use, update and (at our discretion) modify the Product Listing (“Modified Product Listing”) subject to the following:

  • We may make minor modifications to the Modified Product Listing (including adding our own content) to ensure compliance with the Guidelines for Product Listings (https://www.softwareadvice.com/legal-page/product-listing-guidelines/) and for testing and quality control purposes to improve the user experience;

  • We may share the Modified Product Listing (including Vendor account information) internally with our Affiliates in the ordinary course of our business and;

  • We may post (and translate as necessary) the Modified Product Listing on our Content or Sites or the content and sites of our Partners where we place ads in order to drive web traffic and quality leads in the ordinary course of our business.

All intellectual property rights not expressly granted hereunder are expressly reserved to Software Advice and to the respective owners of such rights.

COPYRIGHT INFRINGEMENT CLAIMS:

We respect the intellectual property rights of others and will not tolerate infringing activity on our Sites.

If You are a copyright owner or agent, and You believe your rights under applicable Copyright laws are being infringed by Us or another person or entity using our Sites or Services, You may submit to our Designated Copyright Agent (ip@gartner.com) a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512), which includes the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

  • Identification of the work or material being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

  • Your contact information, including phone number and e-mail address at which you may be contacted;

  • Your good faith statement that the use of the work or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information in your notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the allegedly infringed copyright.

We reserve the right to seek damages from any person who knowingly, materially submits a DMCA notification claim under this section in violation of the law.

DATA PROTECTION:

Both Software Advice and Vendor agree, in fulfilling their respective obligations under these General Vendor Terms, to comply with all applicable data privacy legislation. Software Advice determines the purposes and means of its processing of personal data collected from Vendors, and as such, provides its products and services as a Controller and a Business, as defined under applicable global data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA). The Software Advice Privacy Policy provides detailed disclosures of how Software Advice collects, uses and safeguards Users personal data to administer its Services and Site experience. For more information, refer to our Data Protection Agreement.

REPRESENTATIONS & WARRANTIES:

Vendor represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these General Vendor Terms and to fulfill its contractual obligations hereunder; (ii) that the information that it uploads, posts, e-mails, transmits, or otherwise makes available to us or on our Sites, including without limitation content, trademarks, logos and screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances and regulations.

We represent and warrant to the best of our knowledge: (i) that we have all necessary right, power and authority to enter into these General User Terms and to fulfill our contractual obligations hereunder; (ii) that the provision of the Services will not breach any third party rights, including without limitation, intellectual property, publicity or privacy, consumer protection, tort and product liability rights; and (iii) that the provision of the Services complies with all applicable laws, statutes, ordinances and regulations.

DISCLAIMER:

YOUR USE OF OUR SITES AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WHILE OUR SITES SERVE AS A PLATFORM TO HOST SOFTWARE PRODUCT LISTINGS, WE ARE NOT RESPONSIBLE FOR ENSURING THE LEGAL AND/OR REGULATORY COMPLIANCE OF THESE SOFTWARE PRODUCTS. FOR INFORMATION ON A SOFTWARE PRODUCT’S LEGAL AND/OR REGULATORY STANDING, PLEASE CONSULT THE SOFTWARE VENDOR DIRECTLY THROUGH THEIR WEBSITE. WE DO NOT WARRANT THAT OUR SITES WILL BE SECURE, AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CONTENT ON OUR SITES IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.

FORCE MAJEURE

Neither party will be liable for any failure or delay of performance under these General Vendor Terms resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes and power failures.

LIMITATION OF LIABILITY:

Neither we nor Vendor will be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or in any way related to these General Vendor Terms or Your use of our Sites and Services, including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages.

Except for breach of the indemnification section hereunder, each party’s aggregate liability to the other for direct damages under these General Vendor Terms is limited to the greater of three (3) times the fees paid for the impacted engagement or $500,000.00 (five hundred thousand U.S. dollars). We expressly disclaim liability for any and all disputes arising between vendors and users of our Sites and Services. By accessing and using our Sites and Services, You release us, our parent company and Affiliates from any and all liability for any and all claims arising from disputes between vendors and users of our Sites or Services.

INDEMNIFICATION:

Each of us and Vendor (in our capacity as “Indemnitor”) agrees to indemnify, defend and hold harmless the other party, its agents, affiliates and employees (in its capacity as “Indemnitee”) from and against any and all third party claims, liabilities, losses and expenses (including damage awards, settlement amounts and reasonable attorneys’ fees) arising out of or relating to a violation of these General Vendor Terms, except to the extent such losses and expenses arise from the negligence or willful misconduct of Indemnitee.

TERMINATION

We reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to our Sites and Services, or any part thereof if we believe that Vendor is violating these General Vendor Terms. If Vendor uses or attempts to use our Sites or Services for any purpose that contravenes these General Vendor Terms (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of the Services), Vendor may also be subject to civil and criminal liability. The parties acknowledge and agree that the Vendor Account and Product Information (including Product Profile and Product Listing) posted on our Sites are non-cancellable. We create our Vendor Product Listings from publicly available information in order to ensure a comprehensive picture of every segment of the software industry.

GOVERNING LAW

These General Vendor Terms are governed by the laws of the State of Texas except for its conflicts of interest principles. All claims arising out of or relating to these General Vendor Terms will be litigated exclusively in the federal or state courts of Austin, Texas and each of Software Advice and Vendor consents to personal jurisdiction in those courts.

WAIVER AND SEVERABILITY

Our failure to act with respect to a breach will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these General Vendor Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these General Vendor Terms.

CONFIDENTIAL INFORMATION

Software Advice agrees to keep confidential any Vendor-specific information communicated by Vendor to Software Advice in connection with the Services that (a) is clearly marked confidential, if provided in written form, (b) is preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within thirty (30) days of its initial disclosure, and (c) a reasonable person would understand to be confidential based on the nature of such information and the circumstances of its disclosure.  Notwithstanding the foregoing, Software Advice’s obligation of confidence shall not apply to any information that: (i) is in the public domain at the time of its communication; (ii) is independently developed by or on behalf of Software Advice; (iii) entered the public domain through no fault of Software Advice subsequent to Vendor’s communication to Software Advice; (iv) is in Software Advice’s possession free of any obligation of confidence at the time of Vendor’s communication to Software Advice; or (v) is communicated by Vendor to a third party free of any obligation of confidence. Additionally, Software Advice may disclose such information to the extent required by legal process.

ENTIRE AGREEMENT

These General Vendor Terms, along with our Glossary, General User Terms, our Community Guidelines, our Guidelines for Product Listings, our Content Compliance Policy and our Privacy Policy, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof; and supersede, replace any/or nullify any conflicting or additional terms. We reserve the right to periodically update these General Vendor Terms and, provided such updates do not materially adversely impact your rights under these terms, your use of our Sites and Services following such posted updates will be deemed an acceptance of such updates.

BY ACCESSING AND USING OUR WEBSITE AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THE FOREGOING GENERAL VENDOR TERMS.

LAST UPDATED: May 2023