SoftwareAdvice General Vendor Terms
Welcome to SoftwareAdvice. Please take time to read our General Vendor Terms.
These SoftwareAdvice General Vendor Terms (“General Vendor Terms”) are entered into and agreed to by Nubera eBusiness S.L., a subsidiary of Gartner Inc. and the Group Companies (together, “SoftwareAdvice” “we” or “us”) and all Vendors, both basic and upgraded. They govern the access and use of our Site and/or Services. More specifically, 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”).
When accessing your account for the first time, you will be given the opportunity to expressly accept the General Vendor Terms.
We reserve the right to update or otherwise modify these General Vendor Terms from time to time. Please check these Terms regularly in order to be informed of any change.
Definitions: For a glossary of definitions used in these General Vendor Terms, please click here.
Eligibility: Our Site and Services are intended solely for Users who are 18 years of age or older.
Use of Website: When accessing your Vendor Account for the first time, you will be given the opportunity to agree to these General Vendor Terms, the Guidelines for Product Listings, the General User Terms, the Community Guidelines, 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 Site. You represent and warrant:
- That you have all necessary right, power and authority to enter into these General Vendor Terms and to fulfil 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 Site 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 Site, including without limitation Product Listings, trademarks, logos, screenshots and responses to User Reviews, is accurate and you warrant that you hold all the required rights on them;
- That you will, when posting Product Listings on our Site, adhere to the Guidelines for Product Listings and bear all liability related to your submission of such Content through our Site or Services;
- That you will not (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) provide information known to be false about 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, libellous, abusive, disparaging, paedophilic, 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 Site;
- That you will not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information of our Site 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 Site 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 Site (except as expressly permitted by us) or otherwise without authorisation 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 Site the personal information (“Personal 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; and
- That you will not access our Site and Services by any means other than through interfaces expressly authorised by us and these General Vendor Terms. At our discretion, we may, but are not obligated to, monitor and terminate your access to your Account, and/or edit or remove Content that violates or otherwise fails to comply with these General Vendor Terms.
Our Vendor Portal, Product Listings, & Vendor Services:
How our Vendor Offerings Work: Every vendor (basic and upgraded) has a Vendor Account and Product Listing, which they are entitled to access and selectively update via the Vendor Portal. Vendor Accounts and Product Information (including Product Profile and Product Listing) posted on our Site are non-removable. 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, contact [email protected].
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 Site. Because we create Vendor Accounts for purposes of managing our online services, these Accounts are non-cancellable.
Vendor Product Listings & 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.
Our User Reviews Program—Vendor Participation:
Our User Reviews Program: In addition to the Vendor Product Listings and Profiles, our Site 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 Site, 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 Site 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 Site are comprised of Content created by us, by third parties with whom we work, our Vendors and our Users. This section sets out the ownership and usage rights for each type of Content.
Our Intellectual Property Rights (IP): Our Site, 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 “SoftwareAdvice IP”), is the property of SoftwareAdvice, its Group Companies and/or its authorised licensors and is protected by U.S. and international copyright, trademarks and other intellectual property rights.
We and our Group Companies grant to Vendor a worldwide, revocable, royalty-free, for the duration of the Vendor Account access, non-exclusive license to use, the SoftwareAdvice IP solely for the completion and modification of Product Listing and Product Profiles. In any other cases and 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 SoftwareAdvice IP without the express written consent of SoftwareAdvice or the applicable copyright owner.
Vendor IP: Except for Product Information lawfully created by us, Vendor retains all right, title and interest in and to the Content it submits to us and the content already implemented in the Product Listing (see below) that it can update or modify, including its logos, trademarks and screenshots (collectively, “Vendor IP”) and grants to SoftwareAdvice and to the Group Companies a, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license and for the period of the legal protection of the Vendor’s IP (i) to use the Vendor IP in the ordinary course of the business of SoftwareAdvice and the Group Companies (ii) to advertise, market, promote and publicise Vendor and its products on our Site 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: SoftwareAdvice 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 worldwide and for the duration of Vendor Account access license to use, update and (at our discretion) modify the Product Listing (“Modified Product Listing”). Nevertheless, please note:
- We may make minor modifications to the Modified Product Listing (including adding our own content) to ensure compliance with the Guidelines for Product Listings 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 Group Companies in the ordinary course of our business; and
- We may post the Modified Product Listing on our Content or Site 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.
Your Content may be published on our Group Companies’ sites. Please note that we are not liable for our Group Companies’ sites and their content. In case of claims regarding the content of their sites, please contact directly the Group Companies.
All intellectual property rights not expressly granted hereunder are expressly reserved to SoftwareAdvice and to the respective owners of such rights.
Illegal Content Claims If you want to report illegal content to us so that we can remove it, please provide us with the following information:
- Date of notification;
- If you are a natural person: first name, surname, profession, address, nationality, date and place of birth; if you are a legal person: form of the legal person, name, address of the head office and the body legally representing the organisation;
- Name and address of the recipient, or if it is a legal person, the name and address of its head office;
- Description of the facts and their precise localisation;
- The reasons explaining why the content should be removed, including the legal grounds and their justification;
- Copy of the correspondence sent to the author of the illegal content or activity asking for the removal or modification of the content or activity or the justification of that the author could not be reach.
Representations & Warranties: Vendor represents and warrants to the best of its knowledge: (1) that it has all necessary right, power and authority to enter into these General Vendor Terms and to fulfil its contractual obligations hereunder; (2) that the information that it uploads, posts, e-mails, transmits, or otherwise makes available to us or on our Site, including without limitation content, trademarks, logos and screenshots, is accurate and that it holds rights to them; (3) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (4) that it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and (5) that it complies with all applicable laws, statutes, ordinances and regulations.
Disclaimer: YOUR USE OF OUR SITE AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITE 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 SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WE DO NOT WARRANT THAT OUR SITE 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 SITE 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, labour 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 Site 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 (including negligence) 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 USD$100 (one hundred U.S. Dollars). We expressly disclaim liability for any and all disputes arising between vendors and users of our Site and Services. By accessing and using our Site and Services, You release us and Group Companies from any and all liability for any and all claims arising from disputes between vendors and users of our Site or Services.
Indemnification: Each party to these General Vendor Terms (in its 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 wilful misconduct of Indemnitee.
Termination by Us: If we have reasonable cause to believe that Vendor is using or attempting to use Our Site and 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 our Site and Services), we will issue notice to Vendor of such violation. If Vendor continues to violate these General Vendor Terms following receipt of such notice, we reserve the right, in our sole discretion and without penalty, to modify or discontinue (temporarily or permanently) Vendor’s access to our Site and Services. Your actions 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 Site 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 Barcelona, Spain 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 courts and tribunals of Barcelona, Spain, and each of SoftwareAdvice and User 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.
Rights of Third Parties Unless expressly provided herein, no term of these General Vendor Terms is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these General Vendor Terms.
Terms Last Updated: June 2020