Terms of Service
REVISION DATE: October 27, 2026
These Terms of Service (these “Terms of Service” or “MSA”) are between HG Insights, Inc., a Delaware corporation (“HG Insights”), having its principal place of business at 1 North Calle Cesar Chavez, Suite 100, Santa Barbara, CA 93103, and the individual or entity entering into these Terms of Service (“Customer”). These Terms of Service and any Order Form that references these Terms of Service shall be collectively referred to as the “Agreement.” The Agreement constitutes a legal agreement that governs Customer’s access to and use of the Content and Services (as defined below).
CUSTOMER MAY ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR BY USING ANY FREE SERVICE OFFERED BY HG INSIGHTS. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE CONTENT OR SERVICES.
ANY INDIVIDUAL ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY MUST HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT.
If Customer is a direct competitor of HG Insights offering similar products and services, Customer may not access the Content or Services for any purpose, except with HG Insights’ prior written consent.
This Agreement is effective between HG Insights and Customer as of the date the Customer accepts this Agreement (the “Effective Date”).
1. Definitions
The following definitions apply generally to this MSA and to all Exhibits, unless a term is otherwise defined within a specific Exhibit, in which case that definition shall apply only with regard to that Exhibit.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, with “control” meaning the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.
“Browser Extension(s)” means any Software plug-in or application of HG Insights that extends the functionality of a web browser in order to support the delivery of the Services.
“Content” means data, materials and other content produced by HG Insights or its Affiliates (as applicable), or obtained by HG Insights or its Affiliates (as applicable) from publicly available sources or third parties, online and offline, and made available to Customer pursuant to the Services. Content includes, but is not limited to, Proprietary Data.
“Customer Data” means input data provided by Customer that may contain information regarding Customer’s prospects, business partners, customers, employees, and business contact information and outputs resulting from that input data, but excluding any Proprietary Data.
“Delivery Methods” means delivery of the Services via any of HG Insights’ Websites, Software or via Third-Party Applications, as well as via electronic files, printed documents, or other formats specified in an Order Form.
“Documentation” means HG Insights’ or its Affiliates’ written materials describing the Services that it provides to Customer.
“Entity” means a unique organization tracked by HG Insights. A unique organization is generally identified by having a different legal name or being organized in a different jurisdiction.
“Order Form” means an online order form or separate ordering document referencing this Agreement, specifying the Services or Content that HG Insights or its Affiliates (as applicable) will provide to Customer, including any additional terms agreed upon by Customer and HG Insights and including any addenda and supplements.
“Proprietary Data” means data, materials and other output produced by HG Insights from its analysis of content obtained from publicly available sources or third-party content providers, and that includes information regarding which specific technology products are in use by specific companies, company firmographic attributes, product and/or industry spending estimates, estimated contract renewal dates, cloud-based usage, contextualized buyer intent, contact data, and additional products that HG Insights offers for license to its customers, all of which are not generally known.
“Software” means any HG Insights (or its Affiliates’) software used to facilitate delivery of the Services to Customer, including any application programming interfaces (APIs), Browser Extensions, connectors or other means.
“Services” means the services purchased by Customer under this Agreement as specified in an Order Form and made available to Customer via any Delivery Method.
“Subscription Term” means the period during which Customer has agreed to subscribe to the Services and Content, as specified in the applicable Order Form. If no period is specified, the Subscription Term shall be one (1) year.
“Taxes” means any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholdings taxes assessable by any local, state, provincial or foreign jurisdiction.
“Third-Party Applications” means any third-party directory, application or marketplace of applications that interoperate with the Services, including, for example, Hubspot, Marketo or Salesforce, and any successors thereto.
“User(s)” means an individual accepting this Agreement on his or her behalf or on behalf of a company or other legal entity or an individual authorized to use the Services for Customer in accordance with the terms of this Agreement. Users may include Customer’s employees, consultants or contractors acting solely on Customer’s behalf that have access to the Services and for whose actions Customer will remain directly responsible.
“Website(s)” means any website available online that is owned or controlled by HG Insights, including but not limited to the website located at https://auth.hginsights.com/, and any of its web pages, as well as any successor websites.
“Working Day” means Monday through Friday, excluding holidays generally recognized in the US.
2. Services and Content
Ownership. As between the parties, all rights, title and interest in the Services, Software and Content (including all intellectual property rights) are and will remain the property of HG Insights, including any future Services, Software or Content developed as a result of any Customer feedback or suggestions, which feedback or suggestions Customer hereby gives HG Insights a perpetual, irrevocable license to use.
Subscriptions. The Services and Content are available and are licensed for Customer’s use as subscriptions, and may be used during the Subscription Term only, except as expressly provided herein.
HG Insights Responsibilities. HG Insights will make the Services available to Customer pursuant to this Agreement and in accordance with the Documentation.
Integrations. HG Insights allows Customer to integrate certain Third-Party Applications into the Services. However, HG Insights does not warrant or support the Third-Party Applications and disclaims all responsibility and liability for these items, their use or their access to the Service, including the modification, deletion, disclosure, or collection of Customer Data. HG Insights might add, suspend or disincorporate the use of these third-party integrations at any given moment for any given reason.
Customer Responsibilities. Customer will be responsible for its Users’ compliance with this Agreement, as well as for any compliance with applicable law or regulations related to the use of the Services and Content. The Services and Content that are made available to Customer may be limited to an agreed upon number of Users that have access to such Services and Content. Customer agrees not to share User credentials and agrees to accurately and correctly provide to HG Insights, and/or Customer grants HG Insights access to retrieve the total number of Users that have access to the Services and Content at any given time. Customer acknowledges that the delivery of certain Services may require the secure creation of a record in HG Insights’ system to identify Users and enable access to the Services. This may require an email address or other personal information. For any Services requiring this access, Customer confirms that any Users of the Services should read the terms of HG Insights’ Privacy Policy located at https://hginsights.com/privacy-policy/ and expressly consent to the collection, storage, and use of personal information in accordance with this Privacy Policy. Customer shall promptly provide HG Insights with written notice of a violation or imminent threat of violation of any applicable computer security policies, acceptable use policies or standard security practices of which it becomes aware and shall provide all such timely information and cooperation as HG Insights may require in order for HG Insights to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) applicable data protection law. Customer should send the notice to [email protected].
Usage Restrictions and Audit. Except as expressly provided herein, the Services and Content may only be used by Customer for its internal use during the Subscription Term and in accordance with agreed upon usage restrictions. Customer may not sell, resell, license, sublicense, rent, publish, distribute, or make the Services or Content available, in whole or in part, to any third party unless otherwise expressly provided. Customer may not reverse engineer, decompile or otherwise attempt to access any underlying software code in connection with the Services, including in any Software or any other aspect of HG Insights’ technology or Content. Customer may not remove, disable, or otherwise implement any workaround to any security features contained in the Service or extract, scrape or otherwise attempt to access or download the Content in any manner not authorized by this Agreement. Customer may not duplicate, or generate modified versions of, the Services or Content for the purpose of retaining the Services or any elements of the Content beyond the Subscription Term. Customer may not use the Content in, or Services to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Content or Services. Customer may use the Content in large language models, machine learning systems, or artificial intelligence tools solely for internal analysis and inference, provided that (a) the Content is not used to train, fine‑tune, or otherwise improve any model; (b) the Content is not made available to any third party; (c) the model does not retain, store, or reuse the Content beyond the specific inference session; and (d) Customer implements commercially reasonable technical and administrative controls to prevent the model from learning, reproducing, or redistributing the Content. For clarity, Customer may not use the Content in any manner that would cause the Content to become part of a model’s training data, parameters, embeddings, or outputs accessible to third parties. During the Subscription Term and for a period of one (1) year thereafter, upon reasonable advance written notice and during normal business hours, Customer will allow HG Insights or its representatives to audit and inspect Customer’s facilities and review Customer’s systems and records solely related to its compliance with the usage restrictions of this Agreement to ensure Customer’s compliance with its obligations herein. Such audit shall be at HG Insights’ expense, provided however if that such audit reveals a material noncompliance with the terms hereof, in addition to any other remedies available, Customer shall reimburse HG Insights’ reasonable costs incurred in performing such audit.
Entity Limitations. When receiving or accessing Content from HG Insights and during the corresponding Subscription Term, Customer may be limited to the number of Entities as stated on the Order Form. If Customer receives or exports more than the stated number of Entities (if any), HG Insights reserves the right to require incremental payment or cease future deliveries.
Reasonable Use. Customer agrees that HG Insights reserves the right to establish reasonable limits on Customer's use of the Services, including limits on data ingestion volume, event data size, storage capacity, processing capacity, and similar limits determined by HG Insights in its reasonable discretion. If Customer's usage exceeds such limits or otherwise materially degrades system performance or resource capacity, the parties agree to work in good faith to resolve the issue, which may include Customer reducing its ingestion volume or the parties agreeing on an incremental fee for excess usage. If the parties are unable to resolve the issue within fifteen (15) days of written notice from HG Insights, HG Insights may suspend the affected Services or terminate the applicable Order Form upon thirty (30) days' written notice to Customer.
3. Fees and Payment
Fees. Fees are based on the Services and Content subscriptions purchased and, if applicable, on actual usage. Customer will pay all fees specified in the applicable Order Form. Payment of fees is non-cancellable and non-refundable, and quantities purchased cannot be decreased during the relevant Subscription Term. Unless otherwise specified, a quantity in the Order Form refers to Users and the Services and Content may not be accessed by more than that number of Users. Should the total number of Users change during existing active subscriptions, subscriptions can be added at the same price as the underlying active subscription pricing, pro-rated for the portion of the Subscription Term remaining at the time when the subscriptions are added. Any added subscriptions will expire on the same date as the underlying active subscriptions and HG Insights reserves the right to update pricing upon renewal.
Payment. If Customer is providing credit card information to HG Insights, Customer authorizes HG Insights to charge such credit card for all Services purchased through an Order Form or online. If the payment method specified in the Order Form is not by credit card, HG Insights will issue an invoice to Customer in advance in accordance with the terms of the Order Form. Any charges specified in such invoice are due within 30 days from the invoice date, unless otherwise specified in the Order Form. Without limiting its other rights or remedies, HG Insights reserves the right to suspend the Services to Customer if outstanding payments are overdue.
Taxes. Fees payable in connection with this Agreement do not include any Taxes and Customer is responsible for paying Taxes, unless HG Insights has a legal obligation to do so, in which case HG Insights will invoice Customer for such Taxes and Customer agrees to pay such Taxes if so invoiced.
Discounts. Discounts offered on an Order Form are for the term of the Order Form and HG Insights reserves the right to increase fees upon renewal.
Annual Fee Adjustment. Upon each Renewal Term, the Fees for the Subscription shall automatically increase by five percent (5%) over the Fees in effect during the immediately preceding Term, without the need for notice or further action by HG Insights.
4. Term and Termination
Term of Agreement. This Agreement begins on the Effective Date and continues until all underlying subscriptions have expired or have been terminated, unless the Agreement is otherwise terminated as provided herein.
Subscription Term. The Subscription Term shall be as specified herein or in the applicable Order Form. Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless written notice of non-renewal is given by either party at least 30 days prior to the expiration of the active Subscription Term.
Termination. A party may terminate this Agreement for cause upon 30 days’ written notice to the other party if the other party commits a material breach and if such breach remains uncured after 30 days from the delivery of such notice. If Customer terminates this MSA or an applicable Order Form due to HG Insights’ uncured material breach, HG Insights shall provide Customer with a pro-rata refund of any fees paid in advance for the remainder of the Subscription Term (calculated as of the date of termination) within 30 days of termination.
Effect of Termination. Upon termination or expiration of this Agreement, Customer shall cease all use of and destroy or delete any Content in its possession or control. Within 30 days of request by HG Insights, Customer shall certify in a writing signed by a representative of Customer with signature authority that it has ceased use and completed deletion of all Content as required in this Section. Sections 2.6 (Usage Restrictions and Audit), 4 (Term and Termination), 5 (Confidentiality), 6 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitations of Liability), and 11 (General Terms) shall survive any expiration or termination of this Agreement.
5. Confidentiality
Each party acknowledges that during the term of this Agreement, it may have access to the confidential information and trade secrets of the other party consisting of, but not limited to, information concerning each other’s data, methods of operations, systems, products, customer lists, agent lists, pricing that is not made publicly available, and other such proprietary business information (“Confidential Information”). Each party agrees not to use or disclose the Confidential Information of the other party except as expressly provided in this Agreement. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information or materials provided by the other party under this Agreement, or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes generally available in the public domain by no action of the receiving party hereunder (provided that information shall not be considered generally available in the public domain even if it is generated from information in the public domain, if the compilation of such information is not generally known), (ii) is already lawfully in the receiving party’s possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having a bona fide right to disclose the information without any confidentiality obligation, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided that receiving party provides disclosing party timely notice of such court order or subpoena (if legally permissible). Proprietary Data is the Confidential Information of HG Insights. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services. Each party retains ownership of its Confidential Information.
6. Indemnification
Each party (“Indemnifying Party”) shall indemnify, defend and hold the other party and its officers, directors, employees, agents and assigns harmless from and against any costs, losses, liabilities and expenses, including all court costs, reasonable expenses and reasonable attorney’s fees that such other party may suffer, incur or be subjected to by reason of any third party action or other legal claim that arises out of a breach of this Agreement by the Indemnifying Party. This indemnification obligation includes any third-party claim against a party that its use of any content or materials in accordance with the Agreement and that was provided or made available by the other party infringes a third party’s intellectual property rights or violates any applicable law or regulation. A party seeking indemnification will provide the Indemnifying Party with prompt written notice of the relevant claim (provided that the failure to provide prompt notice will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced by such failure) and permit the Indemnifying Party to control the defense, settlement or compromise of such claim. The indemnified party may employ counsel at its own expense to assist it with respect to such claim. In addition, if the use of the Service infringes a third party’s intellectual property rights, HG Insights may, at its option, (i) procure for Customer the right to continue use of the Service; (ii) modify the Service to make it non-infringing, provided that it still substantially conforms to the Documentation; or (iii) if HG Insights, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies, it may terminate the Agreement and refund Customer the amount of any prepaid and unused fees. The HG Insights intellectual property indemnity provided herein shall not apply to the extent the alleged infringement arises from any use of the Service not in accordance with this Agreement. This section states HG Insights’ exclusive liability for any infringement of intellectual property rights.
7. Warranties
EACH PARTY REPRESENTS AND WARRANTS THAT (A) IT WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH ITS USE OR PROVISION OF THE SERVICES AND PERFORMANCE OF THIS AGREEMENT; (B) IT HAS ALL NECESSARY RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER, INCLUDING GRANTING THE RIGHTS IT GRANTS TO THE OTHER PARTY; (C) IT IS DULY ORGANIZED AND A VALIDLY EXISTING ENTITY, IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH IT WAS FORMED, AND THAT IT HAS THE RIGHT AND CAPACITY TO ENTER INTO THIS AGREEMENT; (D) THERE ARE NO OUTSTANDING OBLIGATIONS OR AGREEMENTS THAT CONFLICT WITH THIS AGREEMENT; AND (E) ITS REPRESENTATIVE EXECUTING THIS AGREEMENT HAS BEEN DULY AUTHORIZED TO BIND SUCH PARTY AND THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION ON SUCH PARTY.
8. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S ACCESS TO AND/OR USE OF THE SERVICES AND CONTENT IS AT CUSTOMER’S SOLE RISK. HG INSIGHTS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HG INSIGHTS MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES HG INSIGHTS MAKE ANY WARRANTY THAT THE CONTENT IS ACCURATE OR CURRENT, THAT ANY DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL RESULT IN ANY PARTICULAR LEVEL OF SALES OR BUSINESS OUTCOME FOR CUSTOMER. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM HG INSIGHTS OR ANY HG INSIGHTS REPRESENTATIVE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
9. Limitations of Liability
WITH THE EXCEPTION OF A BREACH OF SECTION 2.6 (USAGE RESTRICTIONS AND AUDIT) OR SECTION 5 (CONFIDENTIAL INFORMATION), EACH PARTY’S OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION) AND 11.3 (ATTORNEYS’ FEES), AND ANY ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) EACH PARTY’S MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE (IF ANY) BY CUSTOMER TO HG INSIGHTS IN THE 12 MONTHS PRIOR TO THE OCCURRENCE OF SUCH CLAIM FOR THE SPECIFIC SERVICE WHICH CAUSED SUCH DAMAGE, AND (B) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10. Data Protection Addendum
To the extent any Personal Data (as defined in the DPA) is processed in connection with the Services, the parties agree to the terms of the Data Protection Addendum available at https://hginsights.com/dpa (the “DPA”), which is incorporated into this Agreement by reference.
11. General Terms
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and, in any event, the remaining provisions of this Agreement shall remain in effect.
Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
Attorneys’ Fees. In the event of any claim, action or judicial proceeding arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses incurred in resolving such claim, action or judicial proceeding.
Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement, together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, sale of assets or similar change of control transaction, not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Force Majeure. Neither party shall be responsible for any failure to perform its obligations hereunder (other than obligations to pay money) if such failure is caused by any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any third party providers (including, without limitation, interchange carriers, local exchange carriers or internet service providers) or any other cause beyond such party’s reasonable control.
Publicity. Neither party may use the other’s name, trademarks or logos without prior written permission.
No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Notices. All notices under this Agreement shall be in writing and shall be given by personal delivery, by certified mail (return receipt requested), or by overnight courier and shall be sent to the addresses set forth in this Agreement (or such other address as may be designated by written notice of either party). Notice shall be deemed given when received if personally delivered, three (3) Working Days after transmittal if sent by certified mail, or one (1) Working Day after transmittal if sent by overnight courier. A copy of all notices to HG Insights shall be emailed to [email protected].
Entire Agreement. This Agreement constitutes the entire agreement between Customer and HG Insights regarding Customer’s use of the Services and Content and supersedes all prior or current oral or written agreements concerning its subject matter. No modification, variation or amendment of this Agreement shall be effective unless made in writing and signed by the parties.
TrustRadius Services
This Exhibit A sets out additional and supplemental terms that apply to the provision of TrustRadius Services to Customer by T-Radius Holdings, Inc., d/b/a TrustRadius, an Affiliate of HG Insights (“TrustRadius”). This Exhibit A is incorporated into and forms part of the MSA and shall be read together with it. Capitalized terms used but not defined in this Exhibit A have the meanings given to them in the MSA, and, in the event of any conflict between this Exhibit A and the MSA, the terms of this Exhibit A will govern solely with respect to the applicable TrustRadius Service in this Exhibit A.
1. Definitions
“Authorized Users” means either the unlimited number of Customer’s employees and independent contractors whom Customer has permitted to use Customer’s subscription to the TrustRadius Services on behalf of Customer, as applicable.
“Base Subscription Fee(s)” means the total fees for a given Subscription Term for any TrustRadius product or service without any type of discount applied.
“Customer Content” means any information, materials, names, trademarks, service marks, logos, text, images, videos, marketing materials, product or service information, customer information, email addresses or other content that Customer or an Authorized User provides to TrustRadius or that Customer or an Authorized User uploads or posts to the Site.
“Customer Product(s)” means any Customer product(s) specified on the Order Form for which Customer is subscribing to TrustRadius Services.
“Documentation” means any documentation made available to Customer, in any form, by TrustRadius for use with the TrustRadius Services.
“End User” means an end user of the Customer Products.
“Excerpts” means portions of one or more Published Reviews.
“Published Review” means a Submitted Review that has been published to the Site by TrustRadius.
“Rating” means a numerical rating for a Customer Product submitted to the Site by a Reviewer.
“Reviewer” means an End User who has submitted a Rating or a Submitted Review via the Site.
“Site” means the website located at www.trustradius.com, as well as associated TrustRadius sites linked to such website.
“Submitted Review” means a written review submitted to the Site by a Reviewer for one of the Customer Products.
“TrustQuotes for Web Excerpt” means an Excerpt that is displayed on a Licensed Webpage, as defined in Section 2.3 below, through TrustQuotes for Web Widget Software by means of an active TrustQuotes for Web Widget Software offering.
“TrustQuotes for Web Widget Software” means the software component of the TrustQuotes for Web Widget offering as defined in the program descriptions.
“TrustRadius Service(s)” means the TrustRadius programs as ordered by Customer pursuant to an Order Form.
“Vendor Portal” means a user interface that allows Customer to edit the Customer Product’s listing on the Site and to control features of the TrustRadius Services.
2. TrustRadius Services
Grant of Access to TrustRadius Services. From time to time, TrustRadius and Customer may enter into Order Forms for TrustRadius Services. Subject to the terms and conditions of this Agreement, TrustRadius hereby grants to Customer a personal, non-exclusive, limited, non-sublicensable, non-transferable (except as provided in Section 11.4 of the MSA) right to access and use the Vendor Portal and the TrustRadius Services ordered by Customer through an Order Form, solely during the applicable Subscription Term.
Submitted Reviews and Ratings; Excerpts. TrustRadius and the Reviewers retain and reserve all right, title and interest in and to all Submitted Reviews and Ratings, including, without limitation, any intellectual property rights worldwide therein. Subject to this Agreement and only during the Subscription Term, TrustRadius grants Customer a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable (except as provided in Section 11.4 of the MSA) right to use, translate (only if the original Excerpt of Published Review is available in its original language via a web link), create derivative works, copy, publish, display, reproduce, and distribute Excerpts for the applicable Customer Product. Customer will ensure that for each Excerpt it reproduces and distributes, it does so in compliance with the applicable Reviewer’s then-current privacy choices as to the Reviewer’s identification and the Excerpt, as shown in the TrustRadius Services. Customer acknowledges that Published Reviews are dynamic, and their content and licensing rights (including privacy choices) can be modified at any time by the Reviewers. If TrustRadius notifies Customer of any restrictions or limitations on the use of a Published Review or Excerpt, or of changes in content, Customer will immediately comply with such restrictions and limitations and make appropriate content adjustments or take down any Excerpts that fail to comply with such restrictions, limitations or changes if such Excerpts are within Customer’s reasonable control. Each Excerpt used by Customer pursuant to the rights set forth in this Section 2.2 must be representative of the overall tone and sentiment of the Published Review from which it was derived, reference the fact that the Published Review from which it was derived is published on the Site, and, if displayed on a website, include a link back to the Published Review from which it was derived on the Site (such link will not be coded in HTML as a “nofollow” link).
License to the TrustQuotes for Web Widget Software. Subject to Section 2.1, Customer may install, copy, embed, and use the TrustQuotes for Web Widget Software in Customer-owned webpages that include the Customer Products specified in the applicable Order Form (each, a “Licensed Webpage”) and receive TrustQuotes for Web Excerpts via the TrustQuotes for Web Widget Software and display these TrustQuotes for Web Excerpts on the Licensed Webpages.
Program Incentives. TrustRadius may offer incentives to End Users in order to increase the submission of new reviews and updates to existing reviews (“Program Incentives”). If TrustRadius offers Program Incentives, it will do so in compliance with Federal Trade Commission (“FTC”) regulations and all other applicable laws, rules and regulations (collectively, “Applicable Law”), and it will track and fulfill such Program Incentives. If Customer offers its own Program Incentives to End Users, Customer must comply with Applicable Law and Customer must notify TrustRadius at the time the End User submits a Submitted Review that the End User received or was promised Program Incentives from the Customer, in which case TrustRadius will disclose the existence of such incentive in the Published Review. If End Users or Customer do not notify TrustRadius of the Program Incentives from Customer, Customer is solely responsible and liable for any violation of Applicable Law resulting from such Program Incentives. If the amount of the Program Incentives exceeds the amount listed on the Order Form (“Overage Amount”) then the Customer will be invoiced for the Overage Amount. Program Incentives expire at the end of the Subscription Term and will not carry over to any renewal term.
Restrictions on Use. Except as expressly agreed herein or to the extent any such restriction is expressly prohibited by Applicable Law, Customer agrees that it shall not and shall not permit any third party to (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, object code, algorithms, or other trade secrets from any of the software comprising or in any way making up a part of the TrustRadius Services; (ii) modify, adapt, translate or otherwise create derivative works of the TrustRadius IP (defined below); (iii) rent, lease, sell, assign, license, sublicense, distribute or otherwise transfer rights in or to the TrustRadius IP or include the TrustRadius Services or any component thereof in a service bureau or outsourcing offering; (iv) remove any proprietary notices or labels from the TrustRadius IP; (v) use the TrustRadius Services in any way or on any website that disparages TrustRadius or its products or services or infringes any TrustRadius intellectual property or other rights; (vi) intentionally use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Site or the TrustRadius Services; (vii) make the TrustRadius Services available to, or use the TrustRadius Services for the benefit of, anyone other than Customer or the Authorized Users; or (viii) use the TrustRadius IP in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by TrustRadius. Customer will comply with all Applicable Law in Customer’s use of and access to the TrustRadius IP.
License to Customer Content. Customer hereby grants to TrustRadius a non-exclusive, worldwide, royalty-free, fully paid-up license to use, publicly perform, publicly display, modify, prepare derivative works of, reproduce, make, have made, import and otherwise exploit the Customer Content during the Subscription Term as reasonably required for the performance of TrustRadius’ obligations hereunder and in connection with the TrustRadius Services, subject to TrustRadius’ confidentiality obligations with respect to any Customer Content that constitutes Customer’s Confidential Information.
Customer Responsibilities. Customer will (a) provide TrustRadius access to Customer’s personnel as reasonably required by TrustRadius to perform the TrustRadius Services; (b) reasonably cooperate with TrustRadius in performance of the TrustRadius Services; and (c) if a Published Review includes a disclosure about the Reviewer that could reasonably impact a reader’s opinion of the trustworthiness of the review, or if Customer is aware of facts that would require such a disclosure under Applicable Law (such as a disclosure that the Reviewer is employed by Customer), Customer must either (i) include such disclosure in any Excerpt of such Published Review or (ii) make such disclosure in a manner reasonably calculated to be seen and understood by a reader of such Excerpt (collectively, “Customer Responsibilities”). Customer acknowledges that TrustRadius’ performance hereunder is dependent on Customer’s timely, accurate, and effective performance of all Customer Responsibilities.
Single Sign-On. If Customer purchases and TrustRadius enables single sign-on (“SSO”), then Customer is authorizing its Authorized Users to access and use the TrustRadius Services directly from a third-party service. Such third-party service may not have the same authentication and security features as the TrustRadius Services. Customer assumes all risk and responsibility arising from the use of, and access to and from, the TrustRadius Services enabled through SSO. Further, use of SSO requires the Customer to ensure that each username/identification and password (“SSO User Credentials”) is protected in accordance with all reasonable security standards and safeguards. Customer shall take all steps to ensure only authorized access to TrustRadius’ websites and other services accessed using the SSO User Credentials. Should unauthorized access to TrustRadius’ websites or other services occur through the negligent, willful or otherwise unlawful disclosure or use of the SSO User Credentials, Customer shall indemnify TrustRadius against any losses, damage or hacking to TrustRadius systems, website, or business caused by such disclosure or use.
Premium Content. Subject to this Agreement and only during the Subscription Term, if the Customer purchases access to Premium Content (“Premium Content”, which means one or more of the following services Customer Story, Shareable Quotes, Competitive Report, Market Report) then TrustRadius grants Customer a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable (except as provided in Section 11.4 of the MSA) right to use, copy, publish, display, reproduce, and distribute the Premium Content or excerpts of the same.
Premium Content License Restrictions. The license granted in Section 2.9 is subject to the following:
The Customer shall not edit, alter, modify, combine with other content, or create any derivative works of the Premium Content.
(b)The Customer shall not display and shall not permit others to display the Premium Content with any images or content that is or could be reasonably construed to be offensive, pornographic, defamatory, or libelous, infringing the intellectual property rights of any third party, promoting terrorism or other unlawful violence, or for any other purpose that violates Applicable Law.
(c)The Customer shall not translate the Premium Content.
(d)All uses of the Premium Content that do not comply fully with the provisions of Sections 2.9 and 2.10 shall for all purposes be deemed beyond the scope of the license granted hereunder. Any violation of Sections 2.9 and 2.10 by the Customer shall be a material breach of this Agreement for which TrustRadius may terminate this Agreement for cause.
3. Access and Security
Customer Credentials. For any TrustRadius Service for which TrustRadius makes available passwords or other user identification technology (“Credentials”) to access such service(s), Customer agrees to safeguard any usernames and passwords provided to Authorized Users to access the TrustRadius Services. Further, Customer will advise all Authorized User(s) of such Credentials that such Credentials must be maintained in confidence and not transmitted or shared. Customer is solely responsible for maintaining the confidentiality of each username and password used and is solely responsible for any and all activities that occur under all Customer accounts. Customer agrees to notify TrustRadius immediately of any unauthorized use of, or other breach of security involving, Customer’s accounts for TrustRadius Services. TrustRadius will not be liable for any loss that Customer may incur as a result of unauthorized use or disclosure of Customer’s Credentials or accounts.
Suspension of TrustRadius Services. TrustRadius may suspend Customer’s access to any portion or all of the Site or the TrustRadius Services if TrustRadius reasonably determines that: (a) an objective security threat arises so great as to warrant immediate action by TrustRadius to protect the security of Customer Content, content of other TrustRadius customers and/or TrustRadius Services or systems, (b) there is an attack or threat of attack on the Site or TrustRadius Services (including a denial of service attack) that necessitates such suspension; (c) Customer’s use of the TrustRadius Services disrupts or poses a security risk to TrustRadius or any other user of the TrustRadius Services, may harm TrustRadius’ systems, or may subject TrustRadius or any third party to liability; (d) Customer is using the TrustRadius Services for fraudulent or illegal activities; (e) Customer is in breach or violation of this Agreement or Applicable Law; or (f) Customer is in default of its payment obligations hereunder (“Suspension”). TrustRadius will use good faith efforts to provide advance notice of Suspension (unless prohibited from doing so due to the emergent nature of the basis for Suspension, and in such event shall provide notice as soon as reasonably practical thereafter). Notwithstanding the foregoing, if a Suspension is due to Customer’s default of its payment terms, TrustRadius shall first provide a Customer with a notice of default and allow Customer to cure within fifteen (15) days from the date of the notice of default before Suspension. TrustRadius will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Suspension.
4. Intellectual Property Ownership
TrustRadius Services. Customer acknowledges and agrees that TrustRadius (or its suppliers or licensors) retains all right, title and interest in and to the TrustRadius Services, the Documentation, the Excerpts, Published Reviews, Submitted Reviews, the Site, TrustQuotes for Web Excerpts, TrustQuotes for Web Widget Software and the Vendor Portal, and all associated materials and intellectual property (collectively, the “TrustRadius IP”), and that the TrustRadius IP is protected by intellectual property rights owned by or licensed to TrustRadius. Other than as expressly set forth in this Agreement or an Order Form, no licenses, subscriptions or other rights in the TrustRadius IP are granted to Customer.
Trademarks. The TrustRadius name, logo, other TrustRadius owned brands, and registered marks, product names associated with the TrustRadius Services(s) and any other marks, logos, designs, sound, trade dress, etc. are trademarks of TrustRadius, and no right or license is granted by this Agreement to their use.
Customer Content. Other than as expressly set forth in this Agreement, Customer retains all right, title and interest in and to the Customer Content. Customer will not provide, post or transmit any Customer Content that (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights, law or regulation, (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information or (c) is deceptive, defamatory, obscene, pornographic or otherwise unlawful. Customer will obtain and at all times maintain any licenses, consents, or other approvals that are legally required for the uses and disclosures of Customer Content that Customer requests TrustRadius to undertake.
MadKudu Services
This Exhibit B sets out additional and supplemental terms that apply to the provision of MadKudu Services to Customer by HG Insights. This Exhibit B is incorporated into and forms part of the MSA and shall be read together with it. Capitalized terms used but not defined in this Exhibit B have the meanings given to them in the MSA, and, in the event of any conflict between this Exhibit B and the MSA, the terms of this Exhibit B will govern solely with respect to the applicable MadKudu Service in this Exhibit B.
1. Definitions
“Madkudu” means the provider of agentic GTM solutions formerly known as MadKudu, Inc., that was acquired by HG Insights.
“MadKudu Content” means the predictive Content provided by HG Insights and purchased by Customer (if any) as specified in the corresponding Order Form.
“MadKudu Services” means the MadKudu services purchased by Customer as specified in the corresponding Order Form, including MadKudu Sales Intelligence Platform, Sales Copilot and Lead Scoring services.
2. MadKudu Services
Grant of Access to MadKudu Services. From time to time, HG Insights and Customer may enter into Order Forms for MadKudu Services. Subject to the terms and conditions of this Agreement, HG Insights hereby grants to Customer a personal, non-exclusive, limited, non-sublicensable, non-transferable (except as provided in Section 11.4 of the MSA): (a) right during the applicable Subscription Term to access and use the MadKudu Services ordered by Customer through an Order Form, including (if applicable) in order to generate the MadKudu Content, and (b) perpetual right to use the MadKudu Content generated during the Subscription Term (if applicable). Notwithstanding the terms of the MSA and for the avoidance of doubt, Customer’s obligations in the MSA to cease use of and delete Content shall not apply to MadKudu Content generated during the Subscription Term, except to the extent such MadKudu Content contains HG Insights’ Proprietary Data, which shall remain subject to the deletion and cessation obligations set forth in the MSA.