( November 2019)
These terms and conditions (the “Agreement”) are entered into by Customer as defined below and Trusted leaves, Inc. (“Trusted leaves”). The Customer agrees to access the Trusted leaves business account and use the Trusted leaves business services (the “Trusted leaves Service”) in accordance with the terms herein.
“Customer” means the entity set forth in a signup form or order form to obtain access to Trusted leaves Service, who through its authorized personnel, uses or otherwise accesses the Trusted leaves Service pursuant to the terms of this Agreement. If Customer does not agree with (or cannot comply) with all of the terms of the Agreement, Customer shall not access or use the Trusted leaves Service.
If you are creating an Account (defined below) and are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement, in which case the terms Customer shall refer to such entity and you as the individual acting on behalf of the Customer. The Agreement includes (i) each signup form or order form provided to Customer by Trusted leaves for Customer to obtain Trusted leaves services or features (each a “Signup Form”), and (ii) all operating rules, policies and guidelines (collectively, the “Guidelines”) that are referred to herein or that may otherwise be published by Trusted leaves on its websites (as new Guidelines may be created and other Guidelines may be amended from time to time), including without limitation those provided on Trusted leaves applicable for companies and for everyone accessing the Trusted leaves services.
Trusted leaves may change, add or delete the terms and conditions of this Agreement, including the Guidelines, or any portion thereof from time to time in its sole discretion. The Customer will receive notice via their business account in case of material changes to the Agreement. The Customer expressly agrees to be bound by the terms and conditions of this Agreement as amended. The Customer’s continued use of the services now or following the posting of any such notice of any changes will indicate acceptance by the Customer of such modifications.
1. Trusted Leaves Services
1.1 The Account
When the Customer signs up for the Trusted leaves Service, Trusted leaves will provide the Customer with an account on Trusted leaves website (an “Account”). In the Account, the Customer will be able to view and access the services and features that are part of the Trusted leaves services provided to Customer as specified on a Signup Form. Trusted leaves may at any time and without notice remove, change and alter the services and features made available to the Customer. Trusted leaves may offer the Customer additional services, features or free trials of various Trusted leaves services. If the Customer uses the additional services and features and/or the free trials, such use will be governed by this Agreement and the Guidelines, and the Customer accepts to comply herewith when using these services, features and free trials.
1.2 Invitation service
1.2.1 The Account may allow the Customer to use the service review invitation service (the “Service Review Invitation Service”) as specified in the Signup Form, which sends an invitation and, if selected, one or more notifications to the Customer’s customers (the “Consumer”) on the Customer’s activation, inviting Consumers to post a review of their service experiences. The invitation includes a text and a direct link to an evaluation landing web page, where the Consumer can post a review of the Customer and at the same time automatically be registered as a user of Trusted leaves community. The invitation is sent by Trusted leaves on behalf of the Customer, and it is therefore a precondition for the Service Review Invitation Service that the Customer provides Trusted leaves with the necessary contact data in accordance with section 3.3, unless the Customer decides to use Business Generated Links in which case the Customer will send out the review invitation email through their own system.
1.2.2 The Account may allow the Customer to use the product review invitation service (the “Product Review Invitation Service”) as specified in the Signup Form, which sends an invitation and, if selected, one or more email notifications to Consumers upon the Customer’s activation to post a review of their experience with the products sold by the Customer. The invitation includes an invitation text and a direct link to an evaluation landing web page, where the Consumer can post a review of the Customer’s product and at the same time automatically be registered as a user of Trusted leaves community. The invitation is sent by Trusted leaves on behalf of the Customer, and it is therefore a precondition for the Product Review Invitation Service that the Customer provides Trusted leaves with the necessary contact data in accordance with section 3.3, unless the Customer decides to use Business Generated Links in which case the Customer will send out the review invitation email through their own system.
2. Consumer Conduct On The Trusted Leaves Service
Trusted leaves is not responsible and assumes no liability for the Consumers’ and other third parties’ conduct on Trusted leaves websites or the use of the Trusted leaves Service, including any review and other content published by the Consumers and other users (“User Content”). The opinions expressed in the User Content do not represent the opinions of Trusted leaves, its affiliates or any officers, directors, employees, contractors or shareholders of Trusted leaves and its affiliates.
3. Customer’s Obligations
3.1 General obligations
The Customer shall (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Trusted leaves Service on the domain(s) covered by the Agreement which are listed on the Signup Form; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Customer warrants and represents the Customer owns or has an exclusive license to operate the domain(s) listed on the Signup Form.
The password to the Trusted leaves Service, which is provided to or created by the Customer in connection with the Agreement for login purposes, must only be used by and for the Customer. The login to the business account may not be shared. If the Customer has a need for more than one person to have access to the Customer’s business account, the Customer must ensure that each person has his or her own login. The Customer and any person with a unique login to the Customer’s business account must be contactable at any time via email as Trusted leaves system relies on continuous user authentication to be carried out via email, with no options for Trusted leaves staff to bypass this, for security purposes. Access to multiple business logins may require that the Customer licenses additional modules on the Trusted leaves Service.
3.3 Usage of the Review Invitation Service
3.3.1 If the Customer enables the Service Review Invitation Service, the Customer must provide Trusted leaves with the data necessary for Trusted leaves to create and send out invitations to Consumers. The data must be sent to Trusted leaves using the provided interfaces and must include name, email address and reference number. The Customer warrants and represents that the Customer is entitled to allow Trusted leaves to process this data as required (including having obtained all necessary consents from Consumers) in order to deliver the Review Invitation Services and that the use of such data by Trusted leaves to deliver the Review Invitation Services shall not breach any applicable laws related to data privacy.
3.3.2 If the Customer enables the Product Review Invitation Service, the Customer must provide the necessary data for Trusted leaves to create and send out invitations to Consumers. The data must be sent to Trusted leaves using the provided interfaces and must include name, email address, reference number and product information, including a link to the product on the Customer’s website, a link to an image of the product, SKU for the product and a title. The Customer represents and warrants that the Customer is entitled to allow Trusted leaves to process this data as required to deliver the Product Review Invitation Service (including having obtained all necessary consents from the Consumers) and that the use of such data by Trusted leaves to deliver the Product Review Invitation Service shall not breach the Data Protection Requirements.
3.3.3 Through the Account, the Customer may have access to review invitation templates. The Customer recognizes that these templates are provided on an “as is” basis, and if the Customer chooses to use any of these review invitation templates it is the sole responsibility of the Customer to ensure the review invitation template meets all applicable legal and regulatory requirements.
3.3.4 The Customer acknowledges and agrees that the Customer, and not Trusted leaves , is and will be the sole or designated “sender” of any and all messages sent or caused to be sent by Trusted leaves to Consumers via the Review Invitation Service (each, an “Invitation Email”). Without limiting any other obligation of the Customer contained in this Agreement, the Customer agrees to:
a) Provide Trusted leaves with a “from” name that accurately identifies (by individual or company name) the person or company initiating the Invitation Email as the sender of such Invitation Email. The Customer shall notify Trusted leaves of any changes to the “from” name.
b) Provide Trusted leaves with a valid, operational return email address that (I) is routinely monitored by the Customer personnel, (II) remains operational for the duration of the Agreement, and (III) remains operational for as long as required by all applicable laws and regulations.
c) If required in accordance with applicable laws and regulations, ensure that all Invitation Emails contain an unsubscribe link and text that meets all applicable legal requirements, so that it is possible for recipients to request not to receive future commercial email messages from Customer and accommodate such requests in accordance with all applicable laws and regulations.
d) Accurately describe the subject matter of the Invitation Email within the “subject” header of the Invitation Email so that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.
3.3.5 The Invitation Email must include the Customer’s valid, physical postal address and if applicable, clear and conspicuous identification that the Invitation Email is an advertisement or solicitation.
The Agreement shall not be considered or interpreted in any way as an approval, endorsement or recommendation of the Customer by Trusted leaves , or of the Customer’s products or the Customer’s services. The Customer shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
5. Termination And Suspension
5.1 Trusted leaves may, without prior notice at any time and for any reason, suspend or terminate the Customer’s access to the Account or use of the Trusted leaves Service or portion thereof, or terminate the Agreement. Trusted leaves will notify the Customer of such termination or suspension.
5.2 Consequences of the termination of Trusted leaves Services or the Agreement
5.2.1 Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 15).
5.2.2 In case of termination of the Agreement, no matter the cause, the Customer shall cease use of the Trusted leaves Service from the date of termination.
5.2.3 Customer must cease all use of Trusted leaves Designs and reviews and promptly remove them from the Customer’s domain(s) after expiration or termination of applicable Trusted leaves Services.
5.2.4 Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Trusted leaves websites and other third party networks even if such reviews have been posted as a result of the Customer’s use of the Review Invitation Service, and such reviews will remain on Trusted leaves websites or other third party networks until removed by the Consumer who provided the review or by Trusted leaves .
5.2.5 The Customer’s unauthorized use of the Trusted leaves Service can be prohibited by an injunction relief without any requirements to post bond or other security.
The Customer shall indemnify, defend and hold harmless Trusted leaves and its affiliates and its and their respective officers, directors, employees and agents (collectively “Indemnities”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively “Losses”) suffered or incurred by any Indemnity as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) (“Third Party Claim”) arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Trusted leaves Service violates the Guidelines or applicable law; (c) Trusted leaves use of Consumer data under this Agreement is in breach of any applicable laws related to data privacy or contractual commitment of the Customer; (d) any email message sent or caused to be sent by Trusted leaves on behalf of the Customer violates any applicable law, rule or regulation; or (e) The Customer is or has breached any of the warranties or representations made by the Customer in this Agreement. The Customer shall not bring any claim against the Indemnities arising from or related to any User Content, including without limitation, any claim that the User Content is defamatory, offensive or otherwise harmful. The Customer shall indemnify, defend and hold harmless the Indemnities against any Losses suffered or incurred by any of the Indemnities as a result of any such claim, whether such claim is brought by the Customer, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or any third party.
THE TRUSTED LEAVES SERVICE AND ANY WEBSITE OPERATED BY TRUSTED LEAVES ARE SUPPLIED “AS IS” AND MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY. TRUSTED LEAVES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANGEABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation Of Liability
8.1 THE USE OF THE TRUSTED LEAVES SERVICE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. IN NO EVENT SHALL TRUSTED LEAVES (OR ITS AFFILIATES, LICENCORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER ARISING FROM OR RELATED TO THIS AGREEMENT, THE TRUSTED LEAVES SERVICE OR ANY OF THE WEBSITES OPERATED BY TRUSTED LEAVES OR ITS PARENT COMPANY REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR (i) ANY LOSS OF PROFITS, CONTRACTS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA OR RECOVERY OF DATA, GOODWILL, SECURITY BREACH RESULTING FROM A FAILURE OF A THIRD PARTY TELECOMMUNICATIONS AND/OR THE INTERNET, ANTICIPATED SAVINGS OR REVENUE (REGARDLESS OF WHETHER ANY OF THESE IS DIRECT, INDIRECT OR CONSEQUENTIAL); (ii) ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH LIABILITIES TO THIRD PARTIES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); (iii) ANY MATTER BEYOND ITS REASONABLE CONTROL; (iv) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; OR (v) DAMAGES, EVEN IF TRUSTED LEAVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
8.2 CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE TRUSTED LEAVES SERVICE, RELATED SERVICES, FEATURES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
8.3 TRUSTED LEAVES IS NOT LIABLE FOR THE GENERAL AVAILABILITY, APPLICABILITY, OR CUSTOMER’S USE OF THE TRUSTED LEAVES SERVICE, OR ANY DATA RELATED TO THE CUSTOMER’S USE OF NON-TRUSTED LEAVES APPLICATIONS OR ANY BUSINESS DECISIONS OR THE RESULT OF SUCH DECISIONS MADE BY CUSTOMER USING REVIEW INSIGHTS, INCLUDING WITHOUT LIMITATION LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTUOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THE AGREEMENT, THE TRUSTED LEAVES SERVICE OR ANY OF THE WEBSITES OPERATED BY TRUSTED LEAVES.
8.4 Nothing in the Agreement excludes or limits either party’s liability for matters which cannot be excluded or limited under applicable law.
9. Representations And Warranties
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT (I) EACH PARTY HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO GRANT THE RIGHTS GRANTED HERE UNDER AND TO CARRY OUT THE TERMS AND CONDITIONS CONTAINED HEREIN; (II) THE EXECUTION OF THIS AGREEMENT BY SUCH PARTY, AND THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS HERE UNDER, DO NOT AND WILL NOT VIOLATE OR CONFLICT WITH ANY AGREEMENT TO WHICH SUCH PARTY IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (III) WHEN EXECUTED AND DELIVERED BY SUCH PARTY, THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
10. Assignment And Transfer
10.1 The Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Trusted leaves Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Trusted leaves prior written consent.
10.2 Trusted leaves is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
11. Intellectual Property Rights
11.1 The Customer is only permitted to use Trusted leaves logos, graphics and trademarks (“Trusted leaves Designs”), and reviews to the extent expressly granted in the Signup Form. The Customer may only use Trusted leaves Designs that are made available in the Account. The Guidelines contain information for the Customer about which Trusted leaves Designs the Customer may use, how Trusted leaves Designs must be displayed and in what context.
11.2 The Trusted leaves service, any content on the Trusted leaves Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Trusted leaves and will be protected in accordance with applicable copyright laws and other legislation. Unless otherwise expressly provided herein, no right, title, or license is granted to Customer including but not limited to any patent, copyright or other intellectual property right to the Trusted leaves Service, any content on the Trusted leaves Service and any and all underlying technology, existing or future. The Customer shall not reverse engineer or otherwise attempt to discover the source code, object code or any trade secret related to the Trusted leaves Service or any underlying technology.
11.3 If the Customer provides feedback, ideas, suggestions or comments on or regarding Trusted leaves websites, the Trusted leaves Service, the Lab Features or other services offered by Trusted leaves (“Feedback”), the Customer hereby grants to Trusted leaves a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
11.4 Import of product reviews
11.4.1 The Customer may have the option to import product reviews collected by the Customer or by a third party acting on behalf of the Customer to the Trusted leaves Service. If the Customer imports product reviews, the Customer will import all product reviews and not carry out any form of biased selection of the product reviews to be imported to the Trusted leaves Service.
11.4.2 As between Trusted leaves and the Customer, the Customer owns the imported product reviews and Trusted leaves is granted a non-exclusive, worldwide, revocable license to store and display these imported product reviews in Trusted leaves and on the Customer’s domain. The Customer warrants and represents: (i) that the Customer is the owner of these product reviews; (ii) that the Customer has all necessary rights and permissions from third parties to import these reviews to the Trusted leaves Service; (iii) that the Customer is entitled to allow Trusted leaves to process these imported product reviews as may be required (including having obtained all necessary consents from the Consumers and any third parties who may have assisted with the collection of these reviews) and; (iv) that the use of such reviews by Trusted leaves in accordance with this section shall not breach the Data Protection Requirements, any intellectual property rights or any other laws or regulations.
11.4.3 Trusted leaves reserves the right at any time and for any reason to refuse the Customer’s import of product reviews and may at any time suspend or discontinue the possibility for the Customer to import product reviews.
11.5 The Customer agrees that Trusted leaves may use the Customer’s name and logo on Trusted leaves websites and as a part of a general list of Trusted leaves customers.
12.1 The parties shall not reveal the content of the Agreement to any third parties and keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships under or in relation to this Agreement. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
12.2 The duty of confidentiality does not include information which is already published or publicly known unless the publication is due to a breach of the confidentiality obligations laid down in the Agreement. Disclosure of confidential information is not prohibited if such disclosure: (a) is in response to a valid order or request of a court or other governmental body or in order for the party to cooperate with authorities, courts or governmental bodies; (b) is requested to be disclosed on a confidential basis to a party’s attorneys, advisers or potential acquirers or sources of financing in connection with a due diligence request; or (c) is otherwise required by law.
12.3 Notwithstanding the foregoing confidentiality obligation, the parties shall be entitled to disclose the existence of this Agreement to third parties including its termination.
13. Severability And Precedence
13.1 The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.
13.2 If there are any discrepancies, disputes, differences or the like between the Agreement, the Guidelines, and the Signup Form, the documents will prevail in the following order of precedence (highest level of precedence first, lowest last): (i) the Guidelines, (ii) Signup Form, (iii) the Agreement.
14. Entire Agreement And Variation
14.1 The Agreement constitutes the entire agreement between the Customer and Trusted leaves in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
14.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
15. Copyright Dispute Policy
It is Trusted leaves policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue repeat offenders. Trusted leaves has adopted a policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA .
The Customer can send notices to Trusted leaves via email at support@trustedleaves .com or at the following mailing address:
Trusted leaves , Inc.
49 Beliveau Rd.
Rumford ME, 04276