THESE VENDOR MASTER TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR ACCESS TO, AND ONGOING USE OF, THE G2 CROWD OFFERINGS SPECIFIED IN AN ORDER FORM THAT REFERENCES THESE TERMS (“OFFERINGS”). BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS (“ORDER FORM”), THE PERSON SO EXECUTING THE ORDER FORM AGREES TO THESE TERMS ON BEHALF OF HIS OR HER COMPANY AND REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. “YOU” OR “YOUR” REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE PERSON EXECUTING AN ORDER FORM HEREUNDER DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE OFFERINGS.
You may not access or utilize the Offerings if You are a direct competitor, except with prior written consent. In addition, You may not access or use the Offerings for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
These Terms were last updated on August 13, 2018. They are effective between You and G2 Crowd, Inc. (“G2 Crowd”) as of the date You execute an Order Form referencing them.
You agree as follows:
DISTRIBUTABLE REPORTS SUBSCRIPTION LICENSE. If and to the extent specified in an Order Form, G2 Crowd hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access, use, disclose, publish, display, and distribute, each and all solely as specified in these Terms and the relevant Order Form, the Grid®, the Segmented Grid®, the Index, the Compare, and/or the Momentum report(s) for the category(ies) specified in each such Order Form (individually and collectively, “Distributable Reports”) during each subscription term for which You have paid all associated subscription license fees. You may use the Distributable Reports solely in connection with Your content marketing and lead generation and as sales collateral and as otherwise described in G2 Crowd’s then-current Data and Content Usage Guidelines available at the Site. You may not resell the Distributable Reports but may: (a) make them publicly available on Your website; provided that You require visitors to Your website to register and provide names and email addresses in order to download the Distributable Reports and/or (b) make them available to customers and prospective customers through the tokenized HTML link provided by G2 Crowd to You. You may promote the Distributable Reports via email, social media, ad banners, and on Your partner sites; provided that persons viewing such promotions are directed in each case back to Your website and/or the tokenized HTML link provided by G2 Crowd to You to download the Distributable Reports. You may distribute the Distributable Reports as an email attachment but solely to Your employees at the email address You assigned to them as Your employees. You may offer the Distributable Reports on only one domain, of Your choice, but may use multiple subdomains. G2 Crowd will provide executive quotes for one (1) press release as part of Your Distributable Reports subscription license; provided, however, that such press release has been mutually approved prior to release. You may distribute a version of the Distributable Reports as described in this Section 1 only for the one-year period following the date of each such report’s release and only if Your subscription license has not expired or been terminated. You may not alter the Distributable Reports in any way and must present and/or distribute all Distributable Reports either through the tokenized HTML link provided by G2 Crowd to You or in locked PDF or printed format.
Without limiting the foregoing and solely if and to the extent the applicable Order Form specifies that You may use reviews from the Site (defined below) – written or video – for advertising, promotion, or other commercial purposes on other websites, social media sites, platforms, mobile apps, and/or other marketing materials disseminated publicly as part of Your then-current subscription license to the Distributable Reports, the following shall apply to such use: Subject to the express, unrevoked consent of each applicable reviewer as specified in the then-current TOU (defined below) for the Site, You and the Authorized Persons (as defined below) are hereby permitted, authorized, granted, and licensed the rights to publicly display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, adapt, create derivative works, exploit, and otherwise use the name, image, likeness/appearance, voice, professional biographical information, and review content, each and all solely to the extent and as reflected in the review(s) about Your product or service specified in the applicable Order Form that are voluntarily submitted to the Site (it being understood that the foregoing does not permit You or the Authorized Persons to modify or otherwise alter the review, including its meaning or context, or any information that the reviewer submitted with the review and that is posted on the Site), in and on social media platforms, including those made available on the internet and/or mobile applications, and as part of infographics and/or storyboards. For clarity, the foregoing permission, authorization, grant, and license: (x) extends solely to the number and type of reviews specified in the applicable Order Form; (y) may be revoked and/or terminated, in whole or in part, with immediate effect, with respect to any particular review at the option of the applicable reviewer, as specified in the then-current TOU; and (z) shall be revoked and terminated in whole upon the expiration or termination of the applicable Order Form. You acknowledge and agree, on Your behalf and that of the Authorized Persons, that the effect of revocation and/or termination applies to derivative works. “Authorized Persons” for purposes of this paragraph means You, Your affiliates, Your permitted successors and assigns (as specified in these Terms), and Your advertising agencies, promotion agencies, and fulfillment agencies, each and all solely for Your benefit in exercising Your limited rights hereunder.
Subject to the limited rights expressly granted hereunder, G2 Crowd reserves all rights, title, and interest in and to the Distributable Reports, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
RESEARCH REPORT AND/OR REVIEW DATA SUBSCRIPTION LICENSE. If and to the extent specified in an Order Form, G2 Crowd hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as specified in these Terms and the relevant Order Form, the research reports (each, a “Research Report”) and/or select review data (“Review Data”), as well as any dashboards associated therewith, each and all as specified in each Order Form during each subscription term for which You have paid all associated subscription license fees. For clarity, Research Reports and Review Data, as well as any dashboards associated therewith, are distinct from the Distributable Reports and Additional Content (defined below), though copies of relevant Distributable Reports report(s) and/or Additional Content may be included with Research Reports and Review Data and, to the extent they are, are governed by this Section 2. The foregoing license to Research Reports, and any dashboards associated therewith, is solely for internal purposes only and no Research Report, or dashboards associated therewith, may be disclosed to any person other than Your employees unless otherwise expressly stated in the relevant Order Form and subject to the terms and conditions of such Order Form. The foregoing license to Review Data, and any dashboards associated therewith, is solely for internal purposes only and no Review Data, or dashboards associated therewith, may be disclosed to any person other than Your employees under any circumstances. Your access and use of the Research Reports and/or Review Data, including any dashboards associated therewith, also must fully comply with G2 Crowd’s then-current Data and Content Usage Guidelines available at the Site. Subject to the limited rights expressly granted hereunder, G2 Crowd reserves all rights, title, and interest in and to each Research Report and the Review Data, and any dashboards associated therewith, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
PREMIUM PROFILE OFFERINGS. If and to the extent specified in an Order Form, G2 Crowd hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as specified in these Terms and the relevant Order Form, those premium features specified in each such Order Form in connection with those profile page(s) on the G2 Crowd website (“Site”) specified in each such Order Form, such as embedding downloadable content (PDF files), demo videos, and call to action buttons to support lead capture (including, without limitation, a “Free Trial” button displayed on Your profile page[s] to the Site and linked to a free trial registration form on Your website), as well as associated award badges and widgets, banner images and sponsored content on the Site, and retargeting based on views by visitors to Your profile page on the Site, (individually and collectively, “Premium Profile Offerings”) for the term specified in the Order Form for the applicable Premium Profile Offerings and provided that You have paid all associated fees for those Offerings. As it develops new premium profile features, G2 Crowd may from time to time replace any of the foregoing features with features of a substantially similar nature. Any badges or widgets and/or other profile content provided to You that You publish on Your website must contain backlinks to the page for Your product or service on the G2 Crowd Site and otherwise fully comply with G2 Crowd’s then-current Data and Content Usage Guidelines available at the Site. To the extent You embed or post content or other materials in connection with Your profile page[s] to the Site, You hereby grant G2 Crowd and its affiliates a nonexclusive, royalty-free, transferable, and fully sub-licensable right to use, reproduce, adapt, translate, distribute, publish, and publicly display and perform such content and other materials throughout the world in any media, now known or hereafter devised, in connection with Your profile page(s) on the Site or applicable sub-licensee’s websites. Subject to the limited rights expressly granted hereunder, G2 Crowd reserves all rights, title, and interest in and to the Site and the Premium Profile Offerings, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
ADDITIONAL CONTENT. If and to the extent specified in an Order Form, G2 Crowd hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as specified in these Terms and the relevant Order Form, the additional content specified in each Order Form, including without limitation any social media assets, API(s), and/or executive profiles specified therein, (individually and collectively, “Additional Content”). The foregoing license to Additional Content is solely for internal purposes only, and no Additional Content may be disclosed to any person other than Your employees, unless otherwise expressly stated in the relevant Order Form and then subject to the following additional terms and conditions: (a) You may use the Additional Content solely in connection with Your content marketing and lead generation and as sales collateral and as otherwise described in G2 Crowd’s then-current Data and Content Usage Guidelines available at the Site; (b) You may not resell the Additional Content but may: (i) make it publicly available on Your website; provided that You require visitors to Your website to register and provide names and email addresses in order to download the Additional Content and/or (ii) make it available to customers and prospective customers through the tokenized HTML link provided by G2 Crowd to You; (c) You may promote the Additional Content via email, social media, ad banners, and on Your partner sites; provided that persons viewing such promotions are directed in each case back to Your website and/or the tokenized HTML link provided by G2 Crowd to You to download the Additional Content; (d) You may distribute the Additional Content as an email attachment but solely to Your employees at the email address You assigned to them as Your employees; (e) You may offer the Additional Content on only one domain, of Your choice, but may use multiple subdomains; (f) You may distribute a version of the Additional Content as described in this Section 4 only for the one-year period following the date of its release and only if Your subscription license has not expired or been terminated; and (g) You may not alter, abridge, or otherwise modify the Additional Content in any way and must present and/or distribute all Additional Content either through the tokenized HTML link provided by G2 Crowd to You or in locked PDF or printed format. Subject to the limited rights expressly granted hereunder, G2 Crowd reserves all rights, title, and interest in and to the Additional Content, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
FEES AND PAYMENTS. You will pay to G2 Crowd all of the fees specified in each Order Form. The first payment will be due on the effective date of the applicable Order Form, and each subsequent payment will be due as specified in that Order Form. All fees for the Premium Profile Offerings are solely based on G2 Crowd’s measurement for the applicable G2 Crowd Premium Profile listing, including the measurement of all leads, unless otherwise agreed to in writing by the parties. The fees are fixed for one calendar year from the initial effective date of each respective Order Form, but may be modified by G2 Crowd thereafter by providing one month’s prior written notice to You. All fees are net of any taxes You may be required to pay, or G2 Crowd may be required to pay in connection with Your payment, in Your taxing jurisdiction. Payments are due in advance of the period for which they apply, except as otherwise expressly stated in the relevant Order Form. Unpaid amounts or errors may be billed in subsequent invoices. IF YOU PROVIDE G2 CROWD WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, YOU AUTHORIZE G2 CROWD TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE YOU ON A RECURRING BASIS TO COLLECT ALL FEES DUE UNDER EACH ORDER FORM. YOU REPRESENT THAT YOU ARE AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD OR ACCOUNT USED TO PURCHASE THE OFFERINGS. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER EACH ORDER FORM HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY G2 CROWD IN WRITING.
TERM AND TERMINATION. The term for which You are entitled to receive each of the respective Offerings shall be as set out in the applicable Order Form for those Offerings (“Offerings Term”). Upon termination of an Order Form or expiration of the Offerings Term thereof, You shall immediately cease accessing and using the Offerings subject to that Offerings Term, including without limitation, ceasing to access or to use (as applicable): (1) the Distributable Reports, including without limitation reproducing, advertising, marketing, and/or distributing the Distributable Reports, and/or (2) the Research Report(s) and/or Review Data, including without limitation distribution of the Research Report(s), to the extent permitted under the relevant Order Form for such Research Report(s), and/or (3) the Premium Profile Offerings, and/or (4) the Additional Content. Upon expiration, an Offerings Term shall automatically renew for an additional Offerings Term of the same length unless either You provide G2 Crowd (via email to email@example.com), or G2 Crowd provides You, notice of non-renewal at least 30 days prior to the end of the expiring Offerings Term. Additionally, G2 Crowd may terminate some or all of the Offerings at any time for any or no reason without liability, effective immediately, by providing written notice to You. In the event of such a termination, You agree to immediately pay all unpaid fees for Offerings provided through the date of termination, and G2 Crowd agrees to reimburse You for any fees that You prepaid for Offerings that would have been provided after the effective date of such termination. Termination or expiration of an Order Form shall not extinguish any of Your or G2 Crowd’s obligations under these Terms that, by their nature, continue after the date of termination or expiration, including, but not limited to, the obligation to pay any unpaid but due fees.
DEFAULTS. G2 Crowd may terminate these Terms, any or all Order Forms governed by these Terms, and all rights granted hereunder for cause upon ten (10) days notice if You materially breach these Terms, including the Order Forms hereto, and fail to cure the breach within the ten-day notice period. A material breach under this Section 7 includes, but is not limited to, failure to pay the applicable fees when due. Material breaches that are not susceptible to cure, such as breach of Section 1, Section 2, Section 3, Section 4, and/or Section 8 hereof, shall give rise to immediate termination upon notice, without the opportunity for cure.
MODIFICATIONS. The licenses granted hereunder do not include the right to modify or create derivative works based upon the Offerings, including without limitation the Distributable Reports, the Research Report(s), the Review Data, the Site, the Premium Profile Offerings, or the Additional Content. You may not in any way modify, change, alter, or create derivatives works based upon the Offerings. You may not use the Offerings for any purpose that violates applicable law or regulation or that is not expressly authorized under these Terms and/or an Order Form.
ASSIGNMENT. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Subject to the foregoing, these Terms and each Order Form shall bind and inure to the benefit of the parties and their respective permitted assigns.
CONFIDENTIALITY AND DATA TRANSFER/PROCESSING. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, orally, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of G2 Crowd includes these Terms and each Order Form as well as contact information of Site users and visitors provided to You as part of the Offerings. Confidential Information of You includes email addresses provided to Us by You, if provided for review campaigns conducted by G2 Crowd on Your behalf, as well as non-public information provided to G2 Crowd concerning Your customer numbers and breakdown, pricing, positioning vis-à-vis Your competitors, and employee numbers. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to, or reliance upon, the Confidential Information of the Disclosing Party. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Without limiting the foregoing, G2 Crowd may also provide access to Your Confidential Information to those of Your employees, contractors, and agents whom You permit to use and manage Your use of the Offerings.
In addition to the foregoing confidentiality obligations, G2 Crowd and You agree that: (y) if You license the Premium Profile Offerings and the right to obtain leads as part thereof under any Order Form governed by these Terms, the G2 Crowd Data Controller to Data Controller – Data Transfer Agreement for Leads Provided as Part of Premium Profile Offering shall govern G2 Crowd’s provision, and Your receipt, of such leads and (z) if You request that G2 Crowd conduct any review campaigns on Your behalf, and provide contact information to G2 Crowd in connection with the same, as part of Your license to the Premium Profile Offerings under any Order Form governed by these Terms, the G2 Crowd Data Processing Agreement – Review Campaigns shall govern G2 Crowd’s provision of such review campaigns on Your behalf.
REPRESENTATIONS AND WARRANTIES BY YOU. You represent and warrant to G2 Crowd that any information or materials that You provide in connection with the Offerings, particularly the Premium Profile Offerings, will (a) be true and complete, (b) not contain any material which violates G2 Crowd’s content guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability, and (c) comply with all applicable laws and regulations (including all applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by You. G2 Crowd reserves the right, at its sole discretion, to reject or remove any information or materials posted by You on or through the Site or to alter such information or materials to conform to technical specifications for the Site and/or to comply with applicable law. You further represent and warrant to G2 Crowd that You will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid reviews, questions, comments, lead conversions, clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect G2 Crowd content and reviews from the Site, except as expressly permitted by G2 Crowd; or (z) use any G2 Crowd trade or service marks in any manner without G2 Crowd’s prior written consent. All rights not expressly granted to You hereunder are reserved by G2 Crowd.
INDEMNIFICATION. You will indemnify, defend, and hold G2 Crowd and its officers, directors, agents, sub-licensees, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) brought by a third party (collectively a “Third Party Claim”) arising out of or in connection with (a) the materials provided by You in connection with Your use of the Offerings, (b) any breach of representations or warranties provided under these Terms by You, (c) Your violation any applicable law, rule, or regulation, and/or (d) Your products or services or the provision thereof to Your end users. G2 Crowd will notify You promptly of any Third Party Claim for which it seeks indemnification and will permit You to control the defense of such Third Party Claim with counsel chosen by You; provided that You will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of G2 Crowd without G2 Crowd’s prior written consent.
DISCLAIMER. YOU ACKNOWLEDGES AND AGREE THAT THE OFFERINGS ARE PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS. G2 CROWD MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE OFFERINGS PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, G2 CROWD SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (A) PERFORMANCE, QUALITY, AND RESULTS, (B) CLICK RATES AND CONVERSIONS, AND (C) THE ACCURACY OF THE INFORMATION THAT G2 CROWD PROVIDES IN CONNECTION WITH THE SITE AND/OR OFFERINGS. G2 CROWD SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL.
LIMITATION OF LIABILITY. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF G2 CROWD’S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE OFFERINGS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ANY AND ALL ORDER FORMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THE APPLICABLE ORDER FORM OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU TO G2 CROWD UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF G2 CROWD’S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE OFFERINGS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
ENTIRE AGREEMENT. These Terms and each respective Order Form contain the entire agreement of the parties with respect to the Offerings specified in each Order Form, and there are no other promises or conditions in any other agreements, whether oral or written. These Terms supersede any prior written or oral agreements between the parties with respect to those Offerings specified in each Order Form referencing these Terms.
AMENDMENT. These Terms may be modified or amended, if the amendment is made in writing and is signed by both parties. Additionally, G2 Crowd reserves the right to amend these Terms from time to time; provided, however, that any such amendments shall apply only to those Offerings specified in an Order Form referencing the amended terms.
SEVERABILITY. If any provision of these Terms, or any Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms or any Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
NOTICE. The address of each party as set forth in each applicable Order Form shall be the appropriate address for the mailing of notices, checks, and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change its mailing address by written notice to the other.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Terms.
APPLICABLE LAW. These Terms shall be governed by the laws of the State of Illinois.