Give me that legal-ease
Last Updated: December 30, 2020
These Theorem General Vendor Terms (“General Vendor Terms”) are entered into and agreed to by Theorem LTS and its Affiliates (“Theorem”) and all Vendors, both basic and upgraded, as a condition of accessing and using our Sites and/or Services. For your convenience, below you will also find information regarding Vendor participation in our Sellers Program.
Vendors to whom these General Vendor Terms apply include, without limitation: Basic or free vendors and/or Upgraded or paying vendors (each, a “Vendor” or “You”).
We reserve the right to update or otherwise modify these General Vendor Terms from time to time, as needed. You are responsible for checking these General Vendor Terms periodically for changes and updates; and we will do our best to alert you via account services, email, and your vendor portal. Your use of our Sites and/or Services after such notice has posted constitutes your acceptance of the updated General Vendor Terms.
BY ACCESSING AND USING OUR SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE GENERAL VENDOR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SITES OR SERVICES AND IMMEDIATELY EXIT.
Please See Section 18 for additional Definitions of certain capitalized terms used in this Agreement.
Our Sites and Services are intended solely for Users who are 18 years of age or older. Any access to or use of our Sites or Services by anyone under 18 is expressly prohibited. By accessing or using our Sites or Services you represent and warrant that you are 18 years of age or older.
2. USE OF WEBSITE.
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 Sites 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 Sites, including without limitation Product Listings, trademarks, logos, screenshots and responses to user reviews, is accurate and free of third-party encumbrances;
That you will, when posting Product Listings on our Sites, adhere to the Guidelines for Product Listings and bear all liability related to your submission of such Content through our Sites or Services;
That you shall not nor shall you authorize any third party to (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) intentionally misrepresent their 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;
That you will not post or otherwise provide Content that you do not have the right to make available under any 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 any 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 to 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 Content for any purpose other than as may be permitted for your own individual use by ;
That you will not collect or "harvest" from the Sites the personal information (“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 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, and/or edit Content, or remove Content that violates or otherwise fails to comply with these General Vendor Terms.
3. OUR VENDOR PORTAL, PRODUCT LISTINGS, & VENDOR SERVICES.
3.1 How our Vendor Offerings Work:
Every vendor (Basic and Upgraded) has a Vendor Account and Product Listing(s), which they are entitled to access and selectively update or upgrade via the Vendor Portal. Vendor Accounts and Product Information (including Product Profile and Product Listing) posted on our Sites are non-cancellable. From time to time we may create, edit and add to our Vendor Product Listings from publicly available information in order to ensure a comprehensive picture of every segment of the legal, software, and service industry.
3.2 Upgraded Vendor Services:
For information on upgraded (paid) Vendor services, See Seller Program below,
or Contact email@example.com
3.3 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, Upgrade, or become a Marketplace Seller.
3.4 Vendor Accounts:
Unlike User Accounts, which are created by individual users and can be removed at the User’s convenience, vendors (both basic and upgraded) do not have individual accounts but rather we create for them Vendor Accounts (which are more akin to company records) 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 non-cancellable.
Vendor Accounts may be Upgraded via a Paid Plan by paying the applicable services fees to access upgraded account features. After Upgrade, Vendors may downgrade at the expiration of the applicable term. We do not offer refunds.
3.5 Vendor Product Listings & Profiles:
Vendor Product Listings (also known as Profiles) are descriptions of vendor’s products (including vendor name & logo, product name & description, screenshots) created by us from publicly available content, vendor contributed modifications and content, and any other content we create or license, which are featured in our online software directories and Sites. Vendor shall ensure that the Vendor Content it contributes or approves for its Product Listing, Profile and other Product Information complies with these General Vendor Terms and with the Guidelines for Product Listings. Listed company names are the service marks and trademarks of their respective companies.
4. OUR USER REVIEWS PROGRAM—VENDOR PARTICIPATION:
4.1 Our User Reviews Program:
In addition to the Vendor Product Listings and Profiles, our Sites also host a User Reviews program where they allow verified users to review software vendor products. You acknowledge and agree that we, as the website operator, are merely providing a platform for these user-generated reviews; and that all such reviews represent the opinions of the reviewers of those software products and not our opinions. If a vendor is concerned about a user-generated review on our Sites, they may respond to a user review or flag a review for investigation as further described in our Guidelines. **available upon reviews release**
4.2 Vendor Participation:
All vendors who access our Sites must comply with the User Terms, These General Vendor Terms, and the Directory Terms + Community Guidelines with regard to their participation in our Reviews program. The Community Guidelines, in addition to enumerating expectations for the users who are generating the reviews, also set forth expectations for the vendors who are reviewed. Among other things, the Community Guidelines promise vendors: (i) an 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 review of their product. For further guidance on the Ecosystem Terms and vendor expectations, click here.
5. INTELLECTUAL PROPERTY RIGHTS:
Our Sites are comprised of Content created by us, our Partners, our Vendors and our Users. This section sets out the ownership and usage rights for each type of Content.
5.1 Our IP:
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 “Theorem IP”), are the property of Theorem, its Affiliates and/or its authorized licensors and is protected by U.S. and international copyright, trademarks and other intellectual property laws.
We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the Theorem IP for Vendor’s personal, non-commercial use in accordance with these General Vendor Terms and applicable U.S. and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the Theorem IP without the express written consent of Theorem or the applicable copyright owner. We offer press packages and you may inquire about receiving such a package by contacting: firstname.lastname@example.org
5.2 Vendor IP:
Except for Product Information lawfully collected or created by us, Vendor retains all right, title and interest in and to the vendor content it submits to us to update or modify its listing (see below), as well as to its logos, trademarks and screenshots (collectively, “Vendor IP”) and grants to Theorem, its Affiliates and Partners a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use the Vendor IP in the ordinary course of its business (e.g., including but not limited to: use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed), (ii) to advertise, market, promote and publicize Vendor and its products on our Sites and our Partner Sites; 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.
Vendor expressly acknowledge that the use of their trademark or logo falls under fair use, for example as used for comparative purposes throughout the Theorem application. Vendor agrees that Theorem is not associated with or sponsored by the vendor; except as expressly agreed to in writing.
5.3 Product Listing:
Theorem retains all right, title and interest in and to the Product Listings that it creates from publicly available content (excluding any intellectual property owned by vendor) and grants to Vendor free of charge a license to use, update and (at our discretion) modify certain aspects of the Basic Product Listing (“Modified Product Listing”) subject to the following:
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 Affiliates in the ordinary course of our business; and;
We may post the Modified Product Listing on our Content or Sites or the content and sites of our Partners where we place ads in order to drive web traffic and quality leads in the ordinary course of our business;
We may require (at our discretion) Vendor to upgrade their plan from a basic listing to modify certain material and gain access to other areas of content, such as Paid Listings.
All intellectual property rights not expressly granted hereunder are expressly reserved to Theorem and to the respective owners of such rights.
6. OUR SELLER PROGRAM––VENDOR PARTICIPATION:
Claiming Vendor Account & Registering as a Seller
Vendors may register as a Theorem Marketplace seller through the Vendor Portal to manage and sell products in the form of Upgraded Listings through the Theorem Marketplace Ecosystem. You can complete the following tasks on the portal:
Register as a Theorem Marketplace Seller
Upgrade from Basic Listing to Paid Listing
Use the Products page to submit new software products and update existing software products.
Monitor the status of your requests.
Upload files needed to create and manage your new software products.
Measure the results of your marketing efforts within hours of launch, including the usage and revenue driven by your campaigns.
Enable customer service representatives to retrieve customer data, demo requests, etc. in real time.
To register as a Theorem Marketplace seller, from the Theorem Vendor Portal you MUST Select an Upgrade and accept the terms and conditions to become a Marketplace Seller.
7. COPYRIGHT INFRINGEMENT CLAIMS:
We respect the intellectual property rights of others and will not tolerate infringing activity on our Sites.
If you are a copyright owner or agent, and you believe your rights under applicable Copyright laws are being infringed by us or another person or entity using our Sites or Services, you may contact our Designated Copyright Agent by emailing (email@example.com) and containing within the subject Line “Copyright”, for a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. § 512), which includes the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
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; and
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 reserve the right to seek damages from any person who knowingly, materially submits a DMCA notification claim under this section in violation of the law.
8. DATA PROTECTION:
9. REPRESENTATIONS & WARRANTIES:
Vendor represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these General Vendor Terms and to fulfill its contractual obligations hereunder; (ii) that the information that it uploads, posts, e-mails, transmits, or otherwise makes available to us or on our Sites, including without limitation content, trademarks, logos and screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances and regulations.
YOUR USE OF OUR SITES AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITES 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 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WE DO NOT WARRANT THAT OUR SITES 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 IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.
11. FORCE MAJEURE:
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any acts of God, epidemics, pandemics, strikes, labor disputes or other industrial disturbances, electrical or power outage, shortages of fuel or energy, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, or any other cause beyond its or our reasonable control.
12. LIMITATION OF LIABILITY:
Theorem 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, including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages.
Except for breach of the indemnification and confidentiality sections hereunder, each party’s aggregate liability to the other for direct damages under these General Vendor Terms is limited to USD$100 (one hundred U.S. Dollars). We 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, our parent company and Affiliates from any and all liability for any and all claims arising from disputes between vendors and users of our Sites or Services.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their and our respective employees, officers, directors, and representatives 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, except to the extent such losses and expenses arise from the negligence or willful misconduct of Theorem.
Termination by Us:
We reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to our Sites and Services, or any part thereof if we believe that Vendor is violating these General Vendor Terms. If Vendor uses or attempts to use our Sites or 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 the Services), Vendor 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 Sites 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 legal, software, and services industry.
15. GOVERNING LAW:
These General Vendor Terms shall be governed by the laws of the State of New York without giving effect to the choice of law principles thereof, and in accordance with applicable federal laws of the United States.
16. WAIVER & SEVERABILITY:
Our failure to act with respect to a breach will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. 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.
17. ENTIRE AGREEMENT:
“Agreement” means these Theorem General Vendor Terms and all materials referred or linked to in here.
Accounts: There are two types of Accounts. User Accounts (including subscriber accounts) are created by individual users and can be removed at the User’s convenience. Vendor Accounts (includes companies and firms) include information about a Vendor (both basic and upgraded) collected and maintained as company records 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 non-cancellable. These accounts can be claimed, managed and may be upgraded in accordance with these vendor terms.
Affiliate: Any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with us.
Free Listing: A free-of-charge Product Listing.
Basic Listing: A Product Listing that may be free-of-charge, have limited features, limit vendor content, and may not generate conversions, clicks, or leads.
Basic Vendor: A vendor listed on our Sites that has not upgraded its account.
Content: Includes All Content: Our Content, User Content, and Vendor Content.
Product Listing Guidelines: Rules that govern the posting of Product Listings in our software ecosystem/directory.
Information: Personal information that may include your first and last name, job title, telephone number, postal/email addresses, billing information and social media profile information (including photo).
Landing Page: The specific webpage and corresponding URL that is provided by the vendor or created by Theorem's
Landing Page Software or Team that is used in connection with Theorem LTS platform and as may be used for online lead generation campaigns.
Leads: All information of or pertaining to a user interested in purchasing the services of a Vendor/Seller, which is collected or otherwise secured by us in accordance with applicable law; and which is owned by us.
Modified Product Listings: Product Listings that have been changed or updated by Vendor or us in accordance with the Guidelines for Product Listings.
Our Content: All Sites, tools, templates and related proprietary materials developed and owned by us and our Affiliates, including without limitation, User Content, Third Party Content and Leads.
Paid Plan: Plans offered in the Vendor Portal for Upgrading.
Partner: Any external, third party website under contract with us to drive impressions, conversions, and/or leads for Upgraded Vendor campaigns.
Product Information: Collectively includes without limitation: Product Listings, Product Profiles and any other product-related information developed by us, now and in the future ordinary course of our business.
Product Listings: High level descriptions of Vendor’s products (including vendor name & logo, product name & description, screenshots) created by us or Vendor and featured in our online Ecosystem, Marketplace or directories.
Product Profiles: Detailed listings describing Vendor’s products (including vendor name & logo, product name, screenshots, short/unique description, reviews) featured in our online software directories.
Programs: Any programs developed by us for our Upgraded Vendors or Users, including without limitation, the Marketplace Seller Program, our Reviews Program and our Reviews as a Service (RaaS) Program.
Ratings: Any portion of a User-submitted review, or a submission independent of a review, that uses a scaled score or value to indicate an opinion about a vendor’s product and/or service.
Services: Collectively includes, without limitation, all of our proprietary products and services, including applications, Marketplace, tools and Programs, which are accessible via our Site, both for Users and for Vendors.
Site(s): means http://theoremlegal.com and any successor or related site designated by us, including but not limited to, https://ecosystem.theoremlegal.com and https://app.theoremlegal.com or those designated by Theorem to provide the Services hereunder.
Theorem Marketplace: means the marketplace operated by Theorem located at https://ecosystem.theoremlegal.com/marketplace/, as it may be updated by us from time to time. The Theorem Marketplace may also be referred to as “Theorem Ecosystem”.
Third Party: Any third party with which we cooperate to deploy the Programs and Services, including without limitation: Partners, service providers and Affiliates.
Upgraded Vendors: Vendor using our Sites with an Upgraded account, which may permit vendors to access certain features not available to Basic vendors.
User: A user of our Sites, whether or not registered, who accesses and uses our Services or submits content, such as reviews. Users may include, without limitation, potential software buyers, customers, vendors, industry insiders, or media relations.
User Content: Any information, including without limitation User Reviews and related content and materials, which is submitted to our Sites by a User (please also refer to our: User Terms and Agreement)
User Reviews: Any user-submitted content conveying an opinion about a vendor’s product and/or service that may contain both quantitative ratings as well as qualitative text.
Vendor: A software vendor (Basic/free or Upgraded/paying) that is listed on our Sites.
Vendor Content: Information provided to us by Vendor in connection with our Programs and Services, including without limitation: updates to Product Listings, landing pages, infographics, reports, blog posts.
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.