Service Terms
TrustYou
The following specifications relate to the integration of services from TrustYou (the “Integration”) in the Nezasa Platform. They can be changed or updated by Nezasa on its sole discretion at any time.
Any capitalized terms not otherwise defined in these Service Terms shall have the meanings set forth in the Annex 1 to the General Terms and Conditions.
1. Functionality
The Integration allows the End User to access the following information:
1.1. Access to hotel reputation data, information and review analysis, including but not limited to: scores, category sentiments, summarized category analysis, hotel ratings.
2. License
The usage of the functionality is constrained along with the following terms in addition to the provisions stated in the General Terms and Conditions:
2.1. The Customer is granted a non-exclusive, worldwide right to use the Integration according to these Service Terms.
3. Customer Obligation
When using the Integration, the Customer adheres to the following obligations:
3.1. The Customer must not (and shall procure that any personnel shall not) make any statement, orally or in writing, publicly or privately, or conduct itself in such a manner as will or may disparage or damage the business or reputation of TrustYou and/or TrustYou activities or TrustYou name or trademarks.
3.2. The Customer must adhere to TrustYou branding guidelines for all marketing materials that include reference to TrustYou or the Product.
3.3. Unless otherwise waived by TrustYou, identify TrustYou as the owner of the Product and the underlying technology applicable thereto in any marketing or press material regarding any Product.
3.4. The Customer acknowledges that TrustYou reserves the right to change the method of access to the Program and/or Resources at any time to ensure the safety and security of its environment. In the event of degradation or instability of TrustYou’s systems or in an emergency, Customer acknowledges and agrees that TrustYou may, in its sole and absolute discretion, temporarily suspend the access to the Program and/or Resources in order to minimize threats to and protect the operational stability and security of the TrustYou system.
3.5. Customer’s use and presentation of the Licensed Materials is subject to any and all requirements that may be specified from time to time by TrustYou and by any third-party provider of content presented through or as part of the Licensed Materials. Without limiting the foregoing, Customer’s use and presentation of the Licensed Materials is subject to TrustYou’s product API specification (the “API Specification”) as the same may be amended from time-to-time.
3.6. Customer will provide attribution to TrustYou wherever Licensed Materials sourced from TrustYou are displayed on Customer sites, at all times in accordance with the requirements set forth in the API Specification. Such attribution requirements shall include, without limitation (i) clearly stating “Verified Reviews TrustYou” and prominently displaying the TrustYou logo on the default view/screen/page of the Customer site or application, and (ii) maintaining the look-and-feel of the Widgets which is set by TrustYou. TrustScore data displayed on Customer sites will be as per the standard TrustYou branding format (http://www.TrustYou.com/trustscore). Prior to the implementation of the Licensed Materials on the Customer site, Customer shall
(a) provide TrustYou with mock-ups demonstrating in reasonable detail Customer’s compliance with the attribution requirements of this Section, and
(b) promptly and diligently make any changes to the format of such attribution required by TrustYou prior to the implementation of the Licensed Materials on the Customer site. Customer’s failure to comply with the attribution requirements specified herein shall, for the avoidance of doubt, constitute a material breach of this Agreement.
3.7. Customer is not allowed to use the Licensed Materials other than for display in the hotel result list or the hotel detail list on the Customer Site unless explicitly agreed between TrustYou and the End-User.
In case of non-adherence to the obligations by the Customer:
3.8. To the extent permitted under applicable law, the Customer will be liable for any damages caused by a potential breach of its obligations and will indemnify Nezasa and TrustYou from any damages.
3.9. Nezasa reserves the right to immediately terminate the Integration in case of a breach of legal or material contractual provisions according to 6.3.
3.10. Nezasa reserves the right to temporarily cease the Integration in case of a suspected breach of legal provisions according to 6.4.
4. Supplier Provisions
The supplier grants the following:
4.1. Any potential Customers may be accepted or rejected by TrustYou in its sole and absolute discretion.
4.2. TrustYou reserves the right to discontinue the development or distribution of any or all Products according to contractual terms and to refuse new subscriptions for such discontinued Products without liability of any kind to Nezasa or any other person.
4.3. TrustYou grants to the Customer a nonexclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to:
(a) use the Software Applications;
(b) use, reproduce, distribute, transmit, display and perform the Content online on Customer sites, and
(c) use and display the TrustYou Marks only to identify that the Licensed Materials originate from TrustYou.
4.4. Neither party shall acquire hereunder, and each party specifically disclaims any right, title, or interest in or to, any of the other party’s trade names, brands, trademarks, or any other intellectual property owned by the other party.
4.5. All right, title, and interest in and to the Product including all hardware, software, and other components underlying or comprising the Product, is owned exclusively by TrustYou.
4.6. TrustYou grants Customer direct access through TrustYou´s MetaReview API.
4.7. Except conditions, TrustYou retains all rights, title and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with the Program, TrustYou Resources, TrustYou site and any and all TrustYou Services, technology and any content created or derived there from. The Customer shall not take any action inconsistent with TrustYou’s ownership of the program, the TrustYou site, and/or TrustYou resources.
4.8. TrustYou owns all of its trademarks and service marks, including its logo (“TrustYou Marks”). TrustYou grants from time-to-time the right to update or revise its trade dress. TrustYou may also revoke this limited grant at any time and for any reason. TrustYou shall not be liable for any costs or damages (including attorneys’ fees) associated with claims made against Customer related to the TrustYou Marks.
4.9. TrustYou does not guarantee that the TrustYou site or the TrustYou Resources will be available twenty-four hours a day. TrustYou further reserves the right to limit the rate and usage of its Resources as it deems appropriate.
5. Nezasa Provisions
Nezasa grants the following:
5.1. All first-line customer service to Customers will be provided by Nezasa
5.2. the right to provide the MetaReview Data directly via its own services
5.3. refresh Meta-Review data no less than twice a month
5.4. not modify TrustYou data, must not deliver it only partially, and must not create derivative products
6. Term and Termination
6.1. These Service Terms shall be effective as of the Effective Date of the respective Purchase Order and, unless earlier terminated as provided herein, shall remain in force for the duration of the Purchase Order.
6.2. Either party may immediately terminate the Integration in case of a breach of legal or material contractual provisions and the breach is not remedied within two weeks after delivery of a written notice.
6.3. Either party may temporarily cease the Integration if it suspects on reasonable evidence any breach of legal provisions until such breach is dispelled.
6.4. Upon termination or expiration of the Integration, the parties will immediately cease any use of the Integration and delete all received information.
6.5. In case of termination, Nezasa shall upon request of TrustYou be obliged to deliver the MetaReview data to Customer through its API until data delivery directly from TrustYou through TrustYou Api has been integrated, after 6 months of termination the latest.
6.6. TrustYou shall have the right to continue providing MetaReview Data or MetaReview API directly to any Customer that was referred by Nezasa.
6.7. Upon request by TrustYou, Nezasa shall immediately cease usage of the MetaReview Data and the MetaReview API and Nezasa shall render proof thereof to TrustYou upon TrustYou’s request.
7. Miscellaneous
Section 18 of the General Terms and Conditions shall also be applicable to these Service Terms and the respective Purchase Order.
Nezasa AG
Sihlstrasse 99
8001 Zurich
Switzerland
Version 1.0 | 28 January 2020