Terms & Conditions


Introduction

These Capterra Inc. Program Terms are entered into by, as applicable, the Customer signing these Terms or any document that references these Terms or that accepts these Terms electronically ("Customer") and Capterra Inc. ("Capterra"). These Terms govern Customer's participation in Capterra's program(s) and may be modified at any time. Capterra and Customer hereby agree and acknowledge:

Program Participation

Customer is solely responsible for all content related to Capterra listings and landing pages. Capterra is not responsible for anything related to Customer's website and shall not be obligated to provide notice to Customer in the event that Customer's website is not being displayed properly to end users.

Customer shall protect any Customer passwords and takes full responsibility for Customer's own, and third party, use of any Customer accounts. Customer understands and agrees that listings may be placed on any content or property provided by Capterra, and any other content or property provided by a third party upon which Capterra places content or advertisements. Customer authorizes and consents to all such placements. Capterra may modify any of its Programs at any time without liability. Capterra also may modify these Terms at any time without liability, and Customer's use of the Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms. Capterra or Partners may reject or remove any listings or piece of content for any or no reason.

Termination

Customer reserves the right to cancel the Agreement at any time without penalty. Notice of cancellation must be made by email, include a reason for cancellation and must be confirmed by Capterra by email. Cancellation will occur within two business days of receipt of cancellation email. All outstanding fees are due immediately upon cancellation. If any outstanding fees are left unpaid, Customer agrees to pay the collections fees incurred through Capterra's attempts to collect on the account.

Payment

Customer shall be responsible for all charges up to the amount of each IO, or as set in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Customer shall pay all charges in accordance with the payment terms in the applicable IO or Program FAQ. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Capterra incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 90 days after the charge (this does not affect Customer's credit card issuer rights). Charges are solely based on Capterra's measurements for the applicable Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Capterra. Nothing in these Terms or an IO may obligate Capterra to extend credit to any party. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Capterra may be shared by Capterra with companies who work on Capterra's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Capterra and servicing Customer's account. Capterra may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Capterra shall not be liable for any use or disclosure of such information by such third parties.

Refunds and Credits

Pay Per Click Program: Claims of invalid clicks are considered on a case-by-case basis. All disputes must be made within 90 days of the invoice date.

Pay Per Lead Program: Disputes regarding purchased leads will be considered on a case-by-case basis. Customer may dispute a lead up to 30 days from the date it was purchased.

Prohibited Uses

Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Capterra related information from any Program website or property except as expressly permitted by Capterra; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Violation of the foregoing may result in immediate termination of this Agreement or Customer's account without notice and may subject Customer to legal penalties and consequences.

Confidentiality

Customer agrees not to disclose Capterra Confidential Information without Capterra's prior written consent. "Capterra Confidential Information" includes without limitation: (a) all Capterra specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates, per-lead rates or other statistics relating to Site performance in the Program provided to Customer by Capterra; and (c) any other information designated in writing by Capterra as "Confidential" or an equivalent designation.

Publicity

Customer agrees that Capterra may use Customer's name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If Customer wishes to use Capterra's trade names, trademarks, service marks, logos, domain names and other distinctive brand features ("Brand Features"), Customer may do so, so long as such use is in compliance with this Agreement.

Representations and Warranties

Customer represents and warranties that (a) all of the information provided by Customer to Capterra to enroll in the Program is correct and current; and (b) Customer is the owner of each Site or that Customer is legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; and (c) Customer has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Customer hereunder. Customer further represents and warranties that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

Disclaimer

To the fullest extent permitted by law, CAPTERRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Capterra disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, or Targets on any Partner Property, Capterra Property, or section thereof; (iv) clicks; (v) conversions or other results for any ads or Targets; (vi) the adjacency or placement of ads within a Program. Customer understands that third parties may generate clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Customer's exclusive remedy, and Capterra's exclusive liability, for suspected invalid clicks is for Customer to make a claim for a refund in the form of advertising credits for Capterra Properties within the time period required under Section 5 below. Any refunds for suspected invalid clicks are within Capterra's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO CAPTERRA BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

Indemnification

Customer agrees to indemnify, defend and hold Capterra, its agents, affiliates, subsidiaries, directors, officers, employees and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Customer's use of the Program, the Site(s), and/or Customer's breach of any term of this Agreement.

Miscellaneous

THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY VIRGINIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CAPTERRA PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF ARLINGTON COUNTY, VIRGINIA, USA, AND CAPTERRA AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties.