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").
We reserve the right to update or otherwise modify these General Vendor Terms from time to time. You are responsible for checking these General Vendor Terms periodically for changes and updates. Your use of our Sites and/or Services after such notice has posted constitutes your acceptance of the updated General Vendor Terms.
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:
For a glossary of definitions used in these General Vendor Terms, please click here.
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.
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.
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 firstname.lastname@example.org 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
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: 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.
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, domain names, and all intellectual property rights therein (collectively, the "Software Advice IP"), is 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 for Vendor’s personal, non-commercial use 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: Except for Product Information lawfully collected or created by us, 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 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.
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:
All intellectual property rights not expressly granted hereunder are expressly reserved to Software Advice and to the respective owners of such rights.
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 (email@example.com) a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. § 512), which includes the following information:
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.
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.
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. 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.
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.
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 and confidentiality sections hereunder, each party’s aggregate liability to the other for direct damages under these General Vendor Terms is limited to USD$100 (one hundred 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.
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
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.
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 Texas and each of Software Advice and Vendor consents to personal jurisdiction in those courts. WAIVER & 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.
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 2018