1.1 For purposes of this Agreement, the following terms have the meanings ascribed to them below:
“Agreement” refers to the Order, together with these General Terms & Conditions and the applicable Supplement(s).
“Company” refers to Cision US Inc. ("Cision") and/or any of its affiliates that provide the Service to Client.
“Client” refers to the company, organization or person purchasing the Services from Company.
“Order” refers to (i) each order or other agreement between Company and Client governing Client's purchase of Services, and (ii) any request by Client for Company to provide Services.
“Service(s)” refers to each of the services, individually and collectively, as set forth in the Order or otherwise requested by Client .
“Supplement(s)” refers to the supplemental terms and conditions applicable to the Service.
1.2 Capitalized terms not defined in Section 1.1 have the meanings set forth in the Section in which they are defined. All references to Sections or Section numbers in these General Terms & Conditions refer to the Sections of these General Terms & Conditions, unless stated otherwise.
1.3 In this Agreement, any reference to a statute, statutory provision or any subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as in force as of the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced.
2.1 The Service. Subject to the terms and conditions of this Agreement, Company shall provide the Service to Client as set forth in the Order. Company reserves the right, in its discretion, to (i) make changes to the Service, including issuing enhancements, modifications, new versions, and making changes to the format, medium or method of delivery, so long as such changes do not have a material, adverse impact on the Service; (ii) delegate the performance of the Service (or any portion thereof) to one or more third party suppliers, provided that unless expressly stated otherwise, Company shall be liable to Client for those of its obligations that are performed by such third party suppliers; or (iii) discontinue the Service for any reason on notice to Client, in which event, Company shall provide a refund to Client for the unused portion of the discontinued Service, which refund shall constitute Client's sole and exclusive remedy and Company’s sole liability for the discontinuation of the Service.
2.2 Client Information. Client shall promptly notify Company in writing of any change to its contact, administrator or user names, addresses, telephone numbers, credit card or other information provided to Company in connection with the Service. Client acknowledges that Company’s performance of the Service may be delayed or disrupted by Client's failure to update such information in a timely manner and Company is not liable for any damages caused to Client in connection therewith.
2.3 Third Party Agreements. If Client enters into this Agreement as an agent for the end user of the Service, Client shall bind the end user to a written agreement containing terms and conditions similar in all material respects to those of this Agreement, and shall make Company a third party beneficiary of that agreement.
2.4 Third Party Sites. To the extent applicable to Client's use of the Service, Client shall be subject to and comply with any third party website’s current terms of service and use (such as Twitter, Facebook, etc.), as such terms are set forth on such third party website or otherwise, and we encourage you to review and become familiar with such terms.
2.5 Usernames and Passwords. To the extent an individual authorized on behalf of Client (each a “Registered User”) creates or is provided with a username and password to access the Service, such Registered User may not share his or her login or password with any person or third party, authorize any person or third party to use such login or password, or impersonate another person in their registration information. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Client's and/or the Registered User’s account. Registered Users are responsible for all usage or activity on their Cision account and maintaining the confidentiality of their passwords. Registered Users shall immediately notify email@example.com of any known or suspected unauthorized use(s) of their accounts, or any known or suspected breach of security. Any failure to abide by these registration and security requirements or fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Client or a Registered User’s account, at Cision's sole discretion, and Cision may refer such Registered User to appropriate law enforcement agencies.
3.1 Agreement Term. This Agreement shall be effective upon Client's acceptance of the Order, and shall continue in effect until the expiration, cancellation or termination of the Service Term (as defined below).
3.2 Service Term: Term-Based Services. With respect to Services that are to be provided for/over a specific period of time (e.g., packages, term-based projects and subscription services), the Service Term shall commence on the start date indicated in the Order (or, if no start date is indicated, upon Client's acceptance of the Order, or as otherwise agreed by the parties), and shall remain in effect for the initial term set forth in the Order (the “Initial Term”), unless sooner terminated as provided for in the Agreement. Except as otherwise provided in the Order, the Service Term shall automatically renew for additional periods (each, a “Renewal Period”) equal to the expiring Service Term or one (1) year (whichever is shorter), unless either party gives the other party written notice of non-renewal at least ninety (90) days before the end of the then-current Service Term. The fees for each Renewal Period shall automatically increase by 5% unless (1) the pricing in the prior Service Term was promotional or one-time; (2) Client subscribes to different and/or additional services; or (3) unless otherwise agreed to by the parties in the Order. Discounts may not carry over from year to year. The Initial Term together with all Renewal Periods shall be referred to as the “Service Term.”
3.3 Service Term: Non-Term-Based Services. With respect to any Service for which no term is specified in the Order, the Service Term shall commence upon Company’s acceptance of the Order, and remain in effect until the Service has been rendered and payment of all amounts due in respect of the Service is received in full, unless sooner terminated as provided for in the Agreement.
4. FEES & PAYMENT TERMS
4.1 Payment Terms. Client shall pay all amounts owed to Company in respect of the Service, whether quoted as a set price (individually, or as part of a bundle or package) or invoiced as a membership fee, or based on Company’s rate card, including any applicable cancellation or other fees set forth in an Order or applicable Supplement to these General Terms & Conditions or otherwise agreed between Company and Client (collectively, the “Fees”). If choose to become a PR Newswire member, membership Fees are invoiced annually and may range from $99 - $249 and are subject to annual increases. All Fees are exclusive of applicable taxes and, except as specifically provided herein, non-refundable. Payment in full of the Fees and applicable taxes is due within thirty (30) days of the date of invoice. Any amounts not paid by the date due are subject to interest at the lesser of (i) 1.5% per month; or (ii) the maximum rate permitted by law. Client shall reimburse Company for all legal fees and collection costs and expenses incurred in connection with enforcement of this Agreement, including collection of the Fees. Company also reserves the right to impose a reasonable charge for any costs it may incur in connection with a regulatory request, court order or subpoena pertaining to Client or Client's use of the Service and/or Client's business in general where Company is not a party to such action.
4.2 Credit Card Payments. If Client provides a credit card to Company, Client is granting permission to Company to charge all fees, including monthly, annual or other renewals (if applicable) to the credit card for (i) the Services contemplated under this Agreement; and (ii) any Services performed by Company prior to the parties’ signature of this Agreement. If Client has any outstanding invoices for Services provided by Company prior to the parties entering into this Agreement, Client may be required to provide a credit card for payment of any such outstanding invoice(s). Client may withdraw its consent to installment charges or recurring charges (if any) at any time by providing Company with at least thirty (30) days advance written notice (which may be by email), and making alternative arrangements for payment to be made no later than the same respective charge dates. Client represents that it is the card holder of any credit card that it provides to Company for payment(s), and Client is authorized to provide this authorization.
4.3 Rate Card. With respect to Clients that pay fees based on Company’s rate card, Company reserves the right to change its rate card for services at any time.
5. REPRESENTATIONS & WARRANTIES
5.1 Client represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to grant the rights granted to Company hereunder; (ii) it will comply with all federal, state, local and international laws, rules and regulations in connection with its use of the Service; and (iii) there exists no legal reason that Company should deny Service to Client.
5.2 Company represents and warrants that (i) it has the right, power and authority to enter into this Agreement; (ii) it will comply with all federal, state, international and local laws, rules and regulations applicable to Company’s business in connection with the provision of Services to Client hereunder; and (iii) it will perform its obligations under the terms of this Agreement in accordance with applicable industry standards.
6.1 CLIENT SHALL INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AGENTS, AFFILIATES, ASSIGNS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, CONTRACTORS AND THIRD PARTY SUPPLIERS, LICENSORS AND DISTRIBUTORS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED IN CONNECTION WITH:
6.1.1 ANY THIRD PARTY CLAIM OR ACTION ARISING OUT OF OR RELATING TO ACTS OR OMISSIONS THAT, IF PROVEN, WOULD CONSTITUTE CLIENT'S BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR OTHER OBLIGATION UNDER THIS AGREEMENT (INCLUDING CLIENT'S BREACH OF SECTION 2.3); OR
6.1.2 CLIENT'S USE OF THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE.
6.2 COMPANY SHALL PROMPTLY NOTIFY CLIENT OF ANY INDEMNIFIED CLAIM OR ACTION; PROVIDED HOWEVER THAT, COMPANY’S FAILURE OR DELAY TO NOTIFY CLIENT OF AN INDEMNIFIED CLAIM OR ACTION SHALL ONLY RELIEVE CLIENT OF ITS OBLIGATION TO INDEMNIFY COMPANY TO THE EXTENT THAT CLIENT IS PREJUDICED THEREBY. CLIENT SHALL NOT HAVE THE RIGHT TO ENTER INTO ANY SETTLEMENT THAT ADVERSELY AFFECTS COMPANY’S RIGHTS OR INTERESTS WITHOUT COMPANY’S PRIOR SIGNED WRITTEN CONSENT.
7. DISCLAIMER & LIMITATION OF LIABILITY
7.1 Company will promptly correct any error or defect in the Service or, if Company determines in its sole judgment that correction is commercially impracticable, Company may provide a refund to Client for the affected portion of the Service, which correction or refund shall constitute Client's sole and exclusive remedy and Company’s sole liability for any error or defect in the Service.
7.2 OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THAT THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, WILL BE DELIVERED ERROR-FREE OR WITHOUT DEFECT (INCLUDING ERRORS OF OMISSION, OR INTERRUPTIONS, DELAYS OR OTHER TIMING ERRORS), WHETHER HUMAN OR MECHANICAL. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR PRINT OR BROADCAST.
7.3 COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS OR ACTIONS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS OR ACTIONS BASED IN TORT, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY CLIENT ALLOCABLE TO THE SERVICE GIVING RISE TO THE CLAIM(S) OR ACTION(S); PROVIDED THAT, FOR A SUBSCRIPTION OR PROJECT-BASED SERVICE, COMPANY’S LIABILITY SHALL BE LIMITED TO THE FEES PAID FOR THE IMPLICATED SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM(S) OR ACTION(S).
7.4 REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE, COMPANY SHALL NEVER BE LIABLE TO OR THROUGH CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE INCLUDING; LOSS OF ACTUAL OR ANTICIPATED PROFITS OR LOSS OF USE, EVEN IF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE; LOSS OF BUSINESS OR BUSINESS REVENUE; OR LOSS OF OPPORTUNITY OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, ANY ACT OR OMISSION OF COMPANY RELATING THERETO, OR CLIENT'S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR ARISING FROM ANY OTHER CAUSE WHATSOEVER.
7.5 Nothing in this Agreement excludes or limits Company’s liability for any personal injury, property damage or other liability that, by law, cannot be excluded or limited.
8. SUSPENSION & TERMINATION
8.1 Company may suspend its performance under this Agreement, in whole or in part, immediately on notice, without liability to Client, if Client materially breaches this Agreement. Company will resume performance as soon as commercially practicable upon Client's cure of the breach. Company may, immediately on notice, without liability to Client, terminate this Agreement, in whole or in part, if Client (i) fails to cure a material breach of this Agreement within ten (10) days of notice; (ii) undergoes a change of control, including by merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or otherwise; or (iii) is affected by a change in its ability to direct its affairs or insolvency event, or is unable to pay its debts when due; provided that, if Company terminates the Agreement, in whole or in part, pursuant to (ii) or (iii), Company will provide a refund to Client for the unused portion of the Service, which refund shall constitute Client's sole and exclusive remedy and Company’s sole liability for the termination of the Agreement. Client acknowledges that failure to pay the Fees when due shall be deemed a material breach of this Agreement.
8.2 Termination, expiration or cancellation of this Agreement for any reason shall not release either party from any obligation or terminate any right under this Agreement which, by its nature, is intended to survive, including the payment obligations under Section 4.
9. FORCE MAJEURE
Company shall not be liable to or through Client for delays or inability to perform due to circumstances beyond its reasonable control, including fire, flood, explosion, severe weather, acts of God, acts of terrorism, civic commotion, acts of government (including the request or actions of any federal or state regulatory agency, any national securities exchange, or by any professional regulatory organizations such as the Financial Industry Regulatory Authority (FINRA)), acts or omissions of third parties, strikes or labor disputes, failure or unavailability of communications infrastructure (including, but not limited to, networks, carriers, and internet and satellite providers), and system malfunctions.
This Agreement supersedes all prior proposals, negotiations, representations, agreements and understandings between the parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any Client-provided purchase orders, and constitutes the complete and exclusive agreement between Client and Company regarding the subject matter hereof, and the Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in this Agreement. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Client's convenience in record keeping, and no such reference or the provision of Services to Client shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or other Client-provided documentation. Any such associated terms and conditions shall be of no force and effect, and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement. If there is any inconsistency between the terms and conditions of these General Terms & Conditions and those of a Supplement and/or an Order, the Supplement and/or Order, as applicable, shall control, unless specifically set forth therein to the contrary. Except as expressly provided herein (i) this Agreement shall not be construed to grant Client any right to resell or redistribute access to the Service, or any work product or data provided in connection with the Service, as any and all rights not specifically granted herein to Client are expressly reserved by Company; (ii) the rights and remedies set forth in this Agreement are cumulative and are in addition to and may modify, but are not in substitution for those provided in law and equity; and (iii) there are no third party beneficiaries of this Agreement. Company may revise these General Terms & Conditions (including any Supplement or any terms or documents incorporated by reference in these General Terms & Conditions) from time to time, in its sole discretion, by posting the revised terms at the link provided on the applicable Order, and the continued use of the Services after the effective date of the updated General Terms & Conditions shall constitute acceptance of the updated General Terms & Conditions. The updated General Terms & Conditions will be effective as of the time of posting, or on such later date as may be specified in the updated General Terms & Conditions and will apply to use of the Services from that point forward. Except for revisions by Company as set forth in this Section, this Agreement may be modified only by a writing signed by both Parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and the invalid or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties to the maximum extent enforceable under applicable law. In this Agreement (i) “or” connotes any combination of all or any of the items listed; (ii) where “including,” or “include” is used to refer to an example or begins a list of items, such example or items shall not be exclusive; (iii) “herein,” “hereof,” “hereunder,” “hereto” and similar terms refer to this Agreement as a whole and not merely to the specific document, section, paragraph or clause in which the respective word appears; (iv) any defined terms may, unless the context otherwise requires, be used in the singular or the plural; and (v) section headings are inserted for reference only and are not a part of this Agreement. Any attempt by Client to assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Company shall be void. Client agrees that Company may refer to it as a client in its marketing materials and other promotional efforts (online or offline). Any notice by Client alleging a breach or dispute arising hereunder, and any other notice required hereunder (including, an notice of non-renewal) shall be sent by confirmed e-mail to Client's Company sales representative, with a confirmation copy sent in writing and delivered by hand or by an overnight carrier with proof of delivery, to Cision US Inc., 12051 Indian Creek Court, Beltsville, MD 20705, Attn: Legal Department. All other notices in connection with this Agreement may be given by e-mail. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. Exclusive jurisdiction and venue shall lie in the State of New York, County of New York, including the U.S. federal courts therein.
[Rev. February 2021]
END OF GENERAL TERMS & CONDITIONS
DISTRIBUTION SERVICES SUPPLEMENT*
1.1 For purposes of this Supplement, the following terms have the meanings ascribed to them below: "Authorized Sender" refers to those individuals identified by Client in writing as being authorized to submit Content and issue Releases on Client's behalf. "Content" refers to information, data or content of any kind posted, delivered, uploaded or submitted by Client or on Client's behalf in connection with the Service, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and URLs.
"Release" refers to Content, as processed by Company for distribution.
1.2 Capitalized terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined. Any capitalized term not defined in this Supplement, shall have the meanings set forth in the Order or the General Terms & Conditions. All references to sections or section numbers in this Supplement refer to the sections of this Supplement, unless stated otherwise.
2. THE SERVICE
2.1 Only Authorized Senders may submit Content or issue Releases on Client's behalf. Client acknowledges that it is its responsibility to provide Company a current, accurate list of the names of its Authorized Senders, and all related contact information, at all times.
2.2 For each Release, Client shall indicate, in writing, (i) the name of the issuer of the Release (i.e., not the issuer’s agency), which name shall be displayed to the public as the source of the Release; and (ii) the name and phone number of the person responsible for responding to questions or requests for additional information by members of the media and other readers of the Release.
2.3 As part of its performance of the Service, Company may process Content, including for the purposes of (i) incorporation of metatags, urls, beacons, logos, and copyright notices; (ii) formatting for distribution; and (iii) correction of typographical, spelling, and other non-substantive errors. Company reserves the right to impose a processing fee for any Content that is not distributed after its submission to Company.
By submitting Content to Company in connection with the Service, Client grants to Company and its third party content distributors a worldwide, royalty-free, perpetual and sublicensable right and license to reproduce, distribute, sublicense, translate, archive and create derivative works of the type created by a news release distribution business from any Content or Release.
4. CLIENT ACKNOWLEDGMENTS
5. REPRESENTATIONS & WARRANTIES
Client represents, warrants and covenants that (i) it has the right, power and authority to submit the Content to Company for distribution and to issue Releases; (ii) it has all of the necessary right, title and interest in and to the Content to grant the rights granted herein; (iii) it shall comply with all federal, state, local and international laws, rules and regulations applicable to its use of the Service; (iv) it has obtained all of the authorizations and consents required in connection with its distribution lists; (v) the Content will not contain any material that (a) is obscene or pornographic; (b) is libelous, slanderous, defamatory, or otherwise false or misleading; or (c) violates any copyright, patent, trademark, trade secret or other proprietary right, right of privacy or publicity, or any other right of any individual or entity; and (vi) it shall take commercially reasonable precautions to ensure that the Content will not contain any (a) computer virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros; (b) programs or links to macros, scripts, or programs; or (c) other code that alters, destroys or inhibits the operation of, or infiltrates computer systems or data run through such computer systems. Client further represents, warrants and covenants that, if any part of its business includes online gambling, gaming or lotteries (collectively, "Online Gambling Business"): (i) Client shall conduct its Online Gambling Business in compliance with all applicable laws, rules, and regulations in all applicable jurisdictions (including, without limitation, the Unlawful Internet Gambling Enforcement Act 31 U.S.C. 5361 et seq.); and (ii) Client shall take all necessary measures (including, without limitation, any and all technological measures, such as "geo-filtering") to ensure that persons residing in jurisdictions whose laws prohibit the participation in any online gambling, gaming or lotteries, are unable to access any of Client's websites (including any pages or microsites) that offer Online Gambling Business.
6. PREMIUM VISIBILITY REPORTS WITH WEB CONVERSIONS
This section is only applicable if the service named has been subscribed to in the Order.
6.1 Client may purchase Premium Visibility Reports as part of the Distribution Services (“Premium Visibility Reports”). Premium Visibility Reports measure the reach and audiences (as determined by demographic and firmographic data metrics) who read and engage with a Release.
6.2. Web Conversions. As an enhancement to Premium Visibility Reports, Client may purchase Web Conversions to obtain additional metrics that gauge online actions (i.e. page views, registrations, downloads, etc.) taken by audiences in response to a Release (“Cision Impact”) in accordance with the terms described below:
6.2.2 DISTRIBUTED CODE. CISION IMPACT SERVICES, PREMIUM VISIBILITY REPORTS, AND DISTRIBUTED CODE ARE PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. SPECIFICALLY, COMPANY DOES NOT WARRANT THAT THE CISION IMPACT SERVICES, PREMIUM VISIBILITY REPORTS, OR DISTRIBUTED CODE WILL BE ERROR FREE, COMPLETELY SECURE, OR OPERATE WITHOUT INTERRUPTION.
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. February 2021]
END OF SUPPLEMENT
MONITORING, TARGETING & REPORTING SERVICES SUPPLEMENT*
1.1 For purposes of this Supplement, the following terms have the meanings ascribed to them below:
"Content" refers to information, data or content of any kind posted, uploaded, delivered or submitted by Client or on Client's behalf in connection with the Service, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and URLs.
"Headline Information" refers to the title, by-line, outlet, date, summary and link to the originating news article retrieved or accessed through the Service.
"List" refers to the collection of names and any and all related data and other information of the outlets and contacts that a User accesses, obtains or generates through its use of the Service, as updated from time to time.
"Third Party Content" refers to internet, audio, video, print and other content accessed or made available through the Service.
"User" refers to the individuals or entities designated in the Order.
"User Results" refers to any and all information or data that a User accesses, obtains or generates through its use of the Service, regardless of the form or format of same, including any Lists and Headline Information, and any and all links, reports, metrics, measurements, scores or other data, excluding the source material of the information or data.
1.2 Capitalized terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined. Any capitalized term not defined in this Supplement shall have the meanings set forth in the Order or the General Terms & Conditions. All references to sections or section numbers in this Supplement refer to the sections of this Supplement, unless stated otherwise.
2. THE SERVICE
2.1 Provision of the Service. Subject to the terms and conditions of this Agreement, Company shall provide the Service to Client.
2.2 Access to the Service. Use of the Service is strictly limited to Users. Each User shall be granted access to the Service via a unique username and password and each username and password shall (i) be accessible to the assigned User solely and exclusively for internal business purposes; and (ii) be accessible only to the User to whom it is assigned, and not to any other User or other Client personnel or to any third party without Company’s prior written permission. Client shall notify Company immediately if Client becomes aware that a User account or the Service has or may have been breached or compromised in any way.
2.3 Content. Client is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Content. Company has no liability to or through Client for Content, including (a) any error in or correction to Content; (b) any deletion of, destruction of or damage to Content; or (c) any loss or failure to store any Content.
2.4 Third Party Sites. The Service may include links or access to third party sites. Company does not endorse any third party site and is not responsible for Client's use or the content or performance of any third party site.
2.5 User Results.
2.5.1 All User Results are provided "as is" and Company makes no warranty or representation, express or implied, as to the accuracy, veracity, integrity or timeliness of any User Result. Company has no obligation to store Client's User Results for more than one hundred twenty (120) days; provided, however, certain User Results may be stored for less than one hundred twenty (120) days if (i) the source material of such User Results is no longer available to the general public; (ii) with respect to the MediaVantage Service, the User Results relates to television content, in which case Company shall have no obligation to store such User Results for more than thirty (30) days following broadcast; or (iii) there is a limit on the number of User Results that may be saved by Client under the Service and Client exceeds such limit.
2.5.2 Client may, within the Service, read, analyze, view, and create reports, metrics, charts, and other derivative works based on and including the User Results. Client and Users may use and redistribute such reports, metrics, charts, and other derivative works internally for business purposes only.
2.6 Headline Information. Company grants Client a limited non-exclusive, non-transferable, non-sublicensable license to: (i) receive the Headline Information; (ii) store the Headline Information received on one or more computers controlled and operated by Client; and (iii) manage, analyze, internally distribute and display the Headline Information received by the Users. Except as expressly permitted in this Agreement, Client may not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast or circulate the Headline Information or permit or assist any other person to do so. Client may use the Headline Information solely for its own internal business purposes. Client may not distribute or display all or any part of the Headline Information for a fee or as part of a commercial service, and Client shall not permit or assist any other person to do so.
2.7 MediaVantage Service. If Client purchases the MediaVantage Service, Client may use the MediaVantage Service to access, view, publish and/or otherwise use Third Party Content pursuant to a license granted to Client directly from a third party content provider ("Other Content"). Client represents warrants and covenants that it has full legal right and authority to access, view, publish and/or otherwise use such Other Content in accordance with such license. Client agrees, upon request, to provide evidence of its compliance with the foregoing warranty and agrees that Company may block Client's access to any Other Content through the MediaVantage Service. Client will indemnify and hold Company, its parents, affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities or expenses, including reasonable attorneys’ fees and expenses, resulting from or arising out of Client's use of the MediaVantage Service to access, view, publish or otherwise use any Other Content.
3. PROPRIETARY & OTHER RIGHTS
3.1 Company and its licensors retain all right, title and interest in and to the Service including all intellectual property rights adhering thereto, and except for those rights expressly granted to Client herein, no proprietary rights or licenses are granted to Client, by implication or otherwise.
3.2 Client retains all right, title and interest in and to its Content and its User Results (excluding the Lists and Third Party Content) including all intellectual property rights adhering thereto, subject only to the rights granted to Company under Section 3.3 and any third party rights in the Lists.
3.3 Company may, by itself and through its service providers, aggregate, store and use any information or data, which is transmitted through, generated by or collected from the Service, including Content and User Results, for its business purposes (e.g., to evaluate and analyze the User experience).
3.4 Company’s suppliers and other third parties that provide information, data or content in connection with or in support of the Service are third party beneficiaries of this Agreement. There are no other third party beneficiaries of this Agreement.
3.5 Third Party Content is protected by copyright or other intellectual property rights. Client may not use Third Party Content in any manner that infringes any copyright or other proprietary rights of any person or entity.
4. REPRESENTATIONS & WARRANTIES
4.1 Client represents, warrants and covenants that:
4.1.1 each User shall be of legal majority age (i.e., 18 years of age or older in most jurisdictions); and
4.1.2 the Service, Third Party Content and the Lists will be used solely by Users for Client's internal business purposes and not as a service bureau or for any other commercial purpose and Client shall not transfer, sell, or otherwise redistribute the Service without the express prior written consent of Company; and
4.2 Client represents, warrants and covenants that it will not:
4.2.1 use the Service to (i) publish, post, or distribute any defamatory, infringing, obscene, or other unlawful material; (ii) distribute unsolicited mass-distributed messages or SPAM; or (iii) stalk, threaten, harass, coerce or abuse a third party or violate a third party’s right of privacy, right of publicity, copyright or other proprietary right;
4.2.2 intercept or attempt to interfere with a third party’s use of the Service, or otherwise corrupt a third party’s use of the Service;
4.2.3 forge headers or otherwise manipulate identifiers in order to disguise or falsify the origin of any communications sent through the Service;
4.2.4 impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with a person or entity;
4.2.5 alter, decipher, disassemble, decompile or reverse engineer the Service or any of the software or other code related thereto;
4.2.6 resell, barter, exchange, lease, or otherwise transfer or redistribute the Service or the Lists, or in any way make the Service or the Lists available through any media to any third party;
4.2.7 introduce into the Service any viruses, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros, or programs or links to macros, scripts, programs, or any other code that alters, destroys or inhibits the operation of, or infiltrates, computer systems or data run through such computer systems;
4.2.8 alter, remove, obscure, remove, change, obliterate or separate any identification, copyright, trademark, confidentiality or other proprietary legend or notices that may appear on any User Results, Third Party Content or in the Headline Information; or
4.2.9 attempt to gain unauthorized access or permit or enable unauthorized parties to access or use the Service.
4.3 Other than as expressly set forth in this Agreement, Client represents, warrants and covenants that it will not:
4.3.1 copy, edit, display, exhibit, perform, distribute, transmit, publicly display, or post to a company internet or public website, in whole or in part in any way, any Headline Information, Lists, or Third Party Content; or
4.3.2 copy any data, information, software, or materials available through the Service or develop any derivative work thereof.
5.1 Company reserves the right, with or without notice to Client, to remove objectionable Content from the Service or to suspend the Service if Company determines in its sole judgment that Client has violated any provision of this Agreement.
5.2 On expiration or termination of this Agreement for any reason:
5.2.1 the rights and access granted to Client pursuant to Section 2 shall immediately cease, and all usernames and passwords shall be de-activated and revoked;
5.2.2 Client shall destroy and purge from its electronic systems all copies of the Lists; and
5.2.3 Company has no obligation to maintain, store, or deliver to Client any Content or User Results.
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. February 2021]
END OF SUPPLEMENT