CAPTERRA GENERAL VENDOR TERMS

Welcome to Capterra. Please take time to read our General Vendor Terms.

These Capterra General Vendor Terms (“General Vendor Terms”) are entered into and agreed to by Capterra Inc., company registered in Virginia with company number and our registered office Sydney, Australia, and its Group Companies (“Capterra, “we” or “us”) and all Vendors, both basic and upgraded. They govern the access and use of our Sites 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 General Vendor Terms regularly in order to be informed of any change. We will endeavour to post on our site at least 7 days prior any modifications which we reasonably consider may materially adversely affect you. If we amend these terms and you do not agree to the new terms, you must immediately cease using our Sites and/or Services.

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 and who have the requisite legal and mental capacity in accordance with applicable laws.

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 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 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 arising from the Vendor Content within the Product Listing available on our Sites or Services;

• That you will not nor will you authorise any third party to (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) provide information known to be false about a 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, is misleading, deceptive, false, inaccurate or a misrepresentation or does not comply with our Guidelines for Product Listings;

• That you will not post or otherwise provide Content that you do not have the right to make available under any applicable 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 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 attempt to gain unauthorised access our Sites, the server on which our Sites are stored or any server, computer or database connected to our Sites;

• That you will not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you could commit a criminal offence, including in Australia under the Crimes Act 1914 (Cth) and/or the Criminal Code Act 1995 (Cth). We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them; and

• 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.

At our discretion, we may, but are not obligated to, monitor and terminate your activity on our Sites if we reasonably consider that it violates or otherwise fails to comply with these General Vendor Terms, and/or we may 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 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 Sites are, subject to our compliance with applicable laws, non-removable. We reserve the right to 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 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 do not have individual accounts but rather we create for them Vendor Accounts 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, subject to applicable law, , non-removable.

Vendor Product Listings & Profiles:

Vendor Product Listings and Product Profiles are descriptions of Vendors’ 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, Product 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 Users (verified in accordance with our Quality Assurance (QA) Verification Process as set out in our Community Guidelines) to Vendor Products. You acknowledge and agree that we, as the website operator, are merely providing a platform for user-generated reviews; and that all such reviews represent the opinions of the reviewers of those software products and not our opinions. Nothing on our Sites or Services shall be construed as an endorsement of any third party software product or services. If a Vendor is concerned about a User Review on any of our Sites, they may respond to a User Review or flag a User 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 Users who are generating User Reviews, also set forth expectations for the Vendors who are reviewed. Among other things, the Community Guidelines set out how we endeavour to ensure: (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 User 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 Partners, Vendors and Users. This section sets out the ownership and usage rights for each type of Content.

Our I:

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 “Capterra IP”), are the property of Capterra, its Affiliates and/or its authorized licensors and is protected by applicable laws. We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the Capterra IP for Vendor’s personal, non-commercial use in accordance with these General Vendor Terms and applicable laws.

Except to the extent otherwise expressly permitted under applicable laws, Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the Capterra IP without the express written consent of Capterra or the applicable copyright owner. Vendor acknowledges that Vendors have no right, title or interest in and to thje Capterra IP, and agrees not to challenge the validty of our ownership of or rights to Capterra IP.

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 Capterra and to the Group Companies a, worldwide, irrevocable, royalty-free, non-exclusive, transferable, sub-licensable license (i) to use the Vendor IP in the ordinary course of the business of Capterra and the Group Companies (ii) to advertise, market, promote and publicize Vendor and its products on our Sites and our Partner sites and User Review of these Products; 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:

Capterra retains all right, title and interest in and to the Product Listing we create from publicly available content other than Vendor IP and grants to Vendor free of charge a right 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 siteses, ation

• of our Partners where we place ads in order to drive web traffic and quality leads in the ordinary course of our busines any th i cos.

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

Illegal Content Claims

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

• 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;
• 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 may request for additional information or documents as we deem fit to evaluate or take action on your complaint. We reserve the right to seek damages from any person who knowingly, materially submits a coimmplaint under this section in violation of the law.

Data Protection:

Each of Capterra and Vendor agrees, in fulfilling its respective obligations under these General Vendor Terms, to comply with all applicable data privacy legislation including without limitation in Australia the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) and the Privacy Act 1993 and the Unsolicited Electronic Messages Act 2007 in New Zealand, and with the terms of our Privacy Policy, which describes how we collect, use and safeguard your Personal Information to administer your Services and Site experience.

Representations & Warranties:

Each of Capterra and Vendor agrees, in fulfilling its respective obligations undernnection with our Services, you consent to receive e-mail or other electronic communications from us and our Affiliates.”

Disclaimer:

If you are a consumer in Australia, you have rights under the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”). Nothing in these terms excludes or restricts those rights. Under the Australian Consumer Law, when a consumer acquires services, the services come with certain consumer guarantees, including that the services will be provided with due care and skill. You can obtain a remedy from a supplier of services if you are a consumer and the services do not comply with a consumer guarantee. Nothing in these terms affects these rights.

Subject to the above and to the maximum extent permitted by law, 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. To the maximum extent permitted by law, 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 Sites are accurate , complete, up-to-date or appropriate for you and your business needs.

Our Sites are directed to people residing in Australia, New Zealand or Singapore. We do not represent that content available on or through our Sites is appropriate for use or available in other locations.

Limitation of Liability:

To the maximum extent permitted by law (including without limitation if you are a consumer, in Australia under the Competition and Consumer Act 2010 (Cth) and the Australia Consumer Law, contained in Schedule 2 of that Act as well as State and Territory consumer protection legislation), weneither we nor Vendor will not 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 or loss of profits, loss of revenue, interest or 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.

To the maximum extent permitted law, our and our Affiliates’ aggregate liability to any Vendor whether in contract or tort or otherwise in connection with or arising out of these General Vendor Terms is limited to $100 (one hundred Australian Dollars, $100 New Zealand Dollars or $100 Singapore Dollars, depending on the location of the Vendor). Except where our conduct has been fraudulent, we and our Affiliates 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 and our Affiliates from any and all liability for any and all claims arising from disputes between you and any Users or other Vendors of our Sites or Services.

Indemnification:

Vendor agrees to indemnify, defend and hold harmless Capterra, 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 by you, except to the extent such losses and expenses are directly and solely caused by willful misconduct of Indemnitee.

Termination:

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.

Force Majeure

Neither party will be liable for any failure or delay of performance under these General Vendor Terms to the extent resulting from a force majeure event beyond the reasonable control of a party, being natural disasters, acts of God, war, terrorism, labor disputes and utility failures.

Governing Law:

These General Vendor Terms are governed by the laws of the state of Virginia 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 Arlington County, Virginia and each of Capterra and Vendor consents to personal jurisdiction in those courts.

Waiver & Severability:

A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under these General Vendor Terms does not operate as a waiver of that power, right or remedy. 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.

Entire Agreement:

These General Vendor Terms, along with our Glossary, General User Terms, our Community Guidelines, our Guidelines for Product Listings, 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. In our ongoing efforts to ensure the best possible vendor experience, 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 Services following such posted changes and updates will be deemed an acceptance of such changes and updates. Notwithstanding the foregoing, if the modification is material, we will issue notice of such change. The Vendor acknowledges that (a) upon entering into these General Vendor Terms, it does not rely, and has not relied, upon any representation (whether or not negligent), statement or warranty made or agreed to by any person (whether a party to these General Vendor Terms or not); and (b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for damages for breach of contract under these General Vendor Terms. For consumers in Australia, nothing in this clause seeks to limit any non-excludable rights a person may have under the Competition and Consumer Act 2010 (Cth).

Rights of Third Parties

No third party has the right to enforce these General Vendor Terms other than our Affiliates. In Singapore, except for Affiliates no third party shall have such right under the Contracts (Rights of Third Parties) Act (Cap.53B).

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.

Further assurances

Vendor must promptly do all things necessary in order to give effect to this agreement, including executing and delivering documents.

Variations

This agreement may only be amended or replaced with the written agreement of Capterra.

Terms Last Updated: November 2020