Connections Terms and Conditions

Last Updated: December 2018

1. Introduction.

Subject to the terms and conditions set forth below, Bazaarvoice, Inc. ("Bazaarvoice") will host and provide Brand with access to a Connections portal (the "Portal"), containing links to unanswered questions about Brand's product(s) found at retailer website(s). For purposes of these terms and conditions, "Brand" shall mean a supplier or manufacturer of products or services whose products are sold by the retailer(s). Each uniquely marked brand will be treated separately as one "Brand", but a company can agree to these terms and conditions as an umbrella agreement for all of their owned Brands as appropriate.

a) If you are entering these terms and conditions on behalf of a company or other legal entity as the representative ("Representative"), you represent and warrant you have authority to bind such entity to these terms and conditions.

b) If you have a Master Services Agreement (MSA) or Service Order (SO) with Bazaarvoice, and the terms of those Agreements conflict with or specifically override these Terms, the terms of the MSA or SO will control.

2. Brand Responsibilities. The Brand and Representative represent and warrant that they shall:

a) complete the online sign-up process in order to be given access to the Bazaarvoice Connections Portal,

b) use commercially reasonable efforts to submit an "answer" or select "ignore" to a question within two (2) business days of that question being posted on the retailer's site and agrees to meet promptly with the retailer's program manager to facilitate the establishment of a resolution plan for any failure to meet this requirement. Brand's failure to meet this requirement may result in removal of the Brand as a participant with respect to the retailer's website.

c) comply with all applicable laws and regulations in connection with its activities under this Agreement.

3. Authorized User Accounts. Brand may establish accounts for Brand's employees or independent contractors to use the Portal on behalf of Brand ("Authorized Users") provided, however, that Brand requires such Authorized Users to comply with the terms of these Terms and Conditions. Brand or Authorized Users shall promptly notify Bazaarvoice in the event that Brand or an Authorized User becomes aware of any violation of these terms and conditions.

4. Ownership.

a) Bazaarvoice shall own all right, title, and interest in and to the Portal, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein. Brand agrees to assign all right, title, and interest it may have in the foregoing to Bazaarvoice. Brand and any Authorized Users may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Portal; (ii) use, evaluate or view the Portal for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Portal; or (iii) use the Portal in a service bureau or any other manner to provide services for a third party. Neither Brand nor an Authorized User shall remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Portal.

b) Brand shall own all right, title and interest in and to i) its logos, ii) content it submits through the Portal. Brand grants Bazaarvoice and the website(s) specified during the sign-up process a worldwide, non-exclusive, royalty-free license to transmit such logos and content through the Portal and display such logos on the website in connection with the content provided by Brand to the website using the Portal. You acknowledge and agree that, as between you and Bazaarvoice, you are responsible for all content you post via the Services (e.g. responding to reviews, answering of end user questions).

5. Support. Bazaarvoice will maintain and support the Portal during the Term in accordance with the Bazaarvoice Support Quick Reference, which may be updated from time to time. However, Bazaarvoice may designate certain major functional updates or enhancements may new products or services that will be made available to you at an additional charge. If you elect not to purchase such new products or services, the existing services will remain available with all of the material functions and features existing prior to the release of the new product. You will be under no obligation to purchase such new products or services.

6. Notice to EU Users. Users residing within the boundries of the European Union (and Switzerland) are hereby notified that personally identifying information (PII) collected from you through your use of the Portal will be transmitted to the United States. Bazaarvoice adheres to the US-EU (and US-Swiss) Privacy Shield Framework, and requires adherence by our third-party data processors.

7. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BAZAARVOICE DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE PORTAL.

8. Limitations of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING; AND (B) IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED $25,000.00.

9. Mutual Indemnity. Brand shall defend (at its sole expense), indemnify and hold harmless Bazaarvoice for all damages finally awarded (or agreed to in a settlement) that arise from a third party's claim resulting directly from use of the Portal by Brand or any Authorized User in violation of any law or regulation. Bazaarvoice shall defend (at its sole expense) and indemnify and hold harmless Brand and its affiliates for all damages finally awarded (or agreed to in a settlement) that arise from a third party's claim resulting directly from (a) allegations that the Portal infringes or violates any copyrights, trademarks, trade secrets and/or licenses; or (b) a breach of Bazaarvoice's obligations herein.

The indemnified party shall (i) provide prompt notice of the claim to the indemnifying party; (ii) give the indemnifying party sole control of the defense and settlement of the claim; (iii) reasonably cooperate with the indemnifying party in connection with the defense or settlement of the claim; and (iv) not compromise or settle such proceeding without the indemnifying party's prior written consent. The indemnified party shall have the option, at its expense, to participate in the defense or settlement of the claim with counsel of its own choosing.

10. Term. The initial term of these terms and conditions shall begin upon completion of the online sign up process and continue for twelve (12) months. Thereafter, these terms and conditions shall and will be automatically extended for successive one (1) year terms (each a "Renewal Term", unless written notice of non-renewal is provided by either party at least sixty (60) days prior to the expiration of the then-existing term. Notice must be to legal@bazaarvoice.com.

11. Termination by Bazaarvoice. Bazaarvoice may terminate this Agreement upon written notice to You of violation of any of these Terms.

12. Termination Obligations. Upon termination of these terms and conditions, Brand and any Authorized Users must immediately stop using the Portal, return or destroy all confidential documentation related thereto, and certify such return or destruction in writing.

13. Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties' respective control, including, without limitation, acts of God, civil commotion, strikes, terrorism, failure of third party networks or the public Internet, power outages, labor disputes or governmental demands or restrictions.

14. Assignment. Except as expressly stated in this section, neither party may assign its rights or obligations under these terms and conditions without obtaining the other party's prior written consent, such consent not to be unreasonably withheld. Either party may assign these terms and conditions in connection with a merger, acquisition or sale of all or substantially all of its assets related hereto, provided that the assignee is not a competitor of the non-assigning party. Any assignment in contravention of this subsection shall be void.

15. Confidentiality. Any information disclosed by either party to the other party, either directly or indirectly in writing, orally, or by inspection of tangible objects shall be deemed "Confidential Information" if (i) the disclosing party identifies it as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party. Each party agrees to preserve the confidential nature of the other party's Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with this Agreement, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section. Each receiving party agrees to promptly report any breaches of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of this Agreement by the receiving party; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession.

16. Miscellaneous. These terms and conditions shall be governed by the laws of state of Texas (excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). These terms and conditions constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments shall only be valid if in writing and signed by an executive of both parties. Nothing contained in any purchase order or other document shall in any way modify these terms and conditions or add any additional terms or conditions. If any provision of these terms and conditions, or the application thereof, shall for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original shall be substituted and the remaining provisions of these terms and conditions shall be interpreted so as best to reasonably effect its original intent. No delay or omission by a party to exercise any right or power occurring upon any breach or default by the other party with respect to any provision of these terms and conditions shall impair any such right or power or be construed to be a waiver thereof.

17. Privacy. Use of the Connections portal is subject to Bazaarvoice’s Privacy Policy (https://www.bazaarvoice.com/legal/privacy-policy/), which may be updated from time to time.