Effective April 1, 2023, notices to Company shall be sent to 1785 Greensboro Station, 8th Floor, McLean, VA 22102.? This address replaces the address mentioned in Section 10 below.
?
GENERAL TERMS & CONDITIONS
百度 纳智捷选择此时发布海纳2018战略并大举进军新能源汽车市场，在业内看来颇有病急乱投医之感。
1. DEFINITIONS
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subordinate legislation as in force as of the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced.??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. SERVICE
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 helpdesk@prnewswire.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.
2.6 Privacy.?Both Parties acknowledge and agree to comply with any and all applicable data protection, and/or privacy laws, rules, and/or regulations that are enacted, effective, and/or updated during the Service Term or for as long as personal data is stored or processed by a Party, whichever period is longer.? In addition, Company shall, in providing the Services, comply with its privacy policy available at www.cision.com, or such other Web site address made publicly available.
3. TERM
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”).? 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.
4.4. Exclusivity.??Unless otherwise agreed to by the parties in the Order, Client and/or any agency issuing news on Client’s behalf shall use Company exclusively for all Distribution Services during the Service Term.? In the event that Client breaches the exclusivity obligation in the foregoing, without waiving any rights Company may have under the Agreement or otherwise, Company may invoice Client for an amount equal to the difference between the discounted rates charged for all Services used during the Service Term and the Company published rate-card rates as of the date of provision of the applicable Service.
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. INDEMNIFICATION
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.??
10. MISCELLANEOUS
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.,1785 Greensboro Station, 8th?Floor, McLean, VA 22102.?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. DEFINITIONS
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.
3. LICENSE
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
Client acknowledges that (i) Client's failure to update the names of its Authorized Senders or any related contact information could result in delays in the issuance of Releases or the issuance of Releases by a person or persons no longer authorized by Client; (ii) Company may, in its sole discretion and judgment, reject Content for any reason, or refuse or cease distribution of any Release or remove any Release, in each case if it determines that the Release is objectionable or may result in liability; (iii) Client is solely responsible for the Content submitted by it or on its behalf; (iv) Company does not verify that the Content complies with Section 5 of this Supplement, or any other provision of this Agreement; (v) Company’s distribution lists may change from time to time, and, except as otherwise expressly specified in the Order, Company does not guarantee distribution of a Release to any specific distribution point; (vi) Company does not guarantee that any Release will be picked up by any website, media outlet or member of the media; (vii) that once distributed and viewable by the public, a Release may be publicly accessed, viewed and downloaded in perpetuity; (viii) Company has no responsibility or liability for the license terms of any Terms of Use, Terms of Service, or other terms or conditions of any social media site (such as Facebook, Twitter, YouTube and Pinterest) to which a Release is distributed; and (ix) under no circumstances will Company be liable for any Content.
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:
6.2.1?Cision Impact. Company will track Client's Releases distributed via the Distribution Services by providing Client with subscription access to Cision Impact. Fees for Cision Impact services shall be specified in the Order. To enable Client website(s) conversion events and visitation metrics in Cision Impact, Company may provide to Client JavaScript code, object code, or other code to implement within Client's website properties (“Distributed Code”). Company grants Client, during the Service Term, a non-transferable, non-exclusive license to install, implement, and use the Distributed Code on Client sites. Client retains complete control over the installation and configuration of Distributed Code on each Client site and therefore Client, and not Company, is responsible for any and all loss or damages related to or resulting from the installation, implementation, or use of the Distributed Code. Following the termination or expiration of this Agreement or any Service Term for Cision Impact, Client must remove and delete all copies of the Distributed Code.
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
?
?
MICROSITE SERVICES SUPPLEMENT *
1. DEFINITIONS
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 or submitted to Company by Client or on Client's behalf as part of or 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.
"Client's Microsite” refers to the Microsite that has been customized for Client pursuant to this Agreement..
“Design Elements” refers to Client's URL, design branding requirements (such as color codes), Client's Marks, any design assets, and any and all other information or content posted, uploaded or submitted by Client to Company as part of or in connection with the Service..
“Go Live” or “Launch Date” refers to the earlier to occur of (i) Client's email approval of the beta Microsite, or (ii) thirty (30) days from Company’s delivery of the beta Microsite pursuant to?Section 2.1.
“Marks” refers to a party’s logos, trademarks, service marks and other indicia of source.
“Microsite” refers to a microsite customized, hosted and maintained by Company for Client pursuant to this Agreement. The term "Microsite" may refer to an IR Room, CauseRoom, MediaRoom Feed, MediaRoom News Release Archive, MediaRoom or the microsite portion of a Multichannel News Release.
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 SERVICES
2.1 Provision of the Service. Subject to the provisions of this Agreement, Company shall provide the Service to Client. Company will notify Client that its Microsite is ready for beta testing once Company has received and incorporated all Design Elements into Client's Microsite. This supplement does not apply to distribution of a Release (including as part of a Multichannel News Release), which is covered by the Distribution Services Supplement. After the expiration of the Term of the applicable Order, or, if no term is stated in the Order for the Microsite Service, one year following distribution, Company may cease display of Client's Microsite.
2.2 Access to the Service. Client hereby grants Company and its third party suppliers access to its Microsite from time to time as follows (i) to respond to technical issues and to ensure compliance with this Agreement; and (ii) to post a notice on Client's Microsite regarding certain third party Content posted on Client's Microsite (e.g., the timing, accuracy and similar issues relating to the Content).
2.3?Client Obligations.
2.3.1?Client shall assist and cooperate with Company as may be required for the performance of the Microsite Service, and shall promptly: (i) provide to Company all information, Content and Design Elements necessary for Client's Microsite; and (ii) review and approve Client's Microsite during beta testing.? Client agrees that it is responsible for all contents and materials (other than Company technology) included in its Microsite.
2.3.2?Client's usernames and passwords shall (i) be accessible to Client's designated personnel for the sole and exclusive purpose of using the Service as permitted herein; and (ii) not be accessible to any 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.
3. LICENSE GRANTS
3.1 Client License. During the Term, Client hereby grants to Company a non-exclusive, worldwide, royalty-free, perpetual, transferable, sublicensable, irrevocable right and license to reproduce and display the Design Elements and the Content.
3.2 Company License.?During the Term and subject to the provisions of this Agreement, Company hereby grants to Client a revocable, worldwide, royalty-free, personal, non-transferable and non sublicensable, right and license to use Client's Microsite solely for the purposes contemplated by this Agreement. Except for Client's Content and Design Elements, Client is granted no right, title or interest in or to the Service, and the Service and any related Company-supplied Marks and content are proprietary to Company or its third party suppliers.
4. REPRESENTATIONS & WARRANTIES
4.1?Client represents warrants and covenants that:
4.1.1?it has obtained all third party clearances, permissions and licenses in connection with Company’s or a third party distributor’s exercise of the license granted in?Section 3, or otherwise in connection with the Service;
4.1.2?it will adhere to all technical requirements for Client's Microsite; and
4.1.3?Content will not (i) contain any obscene, libelous, slanderous or otherwise defamatory, false or misleading material; (ii) violate any copyright, right of privacy or publicity or other right of any person; (iii) contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make any statements made therein, in the light of the circumstances under which they were made, not misleading; or (iv) contain any viruses or any 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.
5. TERMINATION
Upon termination of an Order for any reason, Client's right to use Client's Microsite shall immediately cease, and all usernames and passwords shall be revoked and deactivated.
?
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. February 2021]
END OF SUPPLEMENT
?
MULTIMEDIA SERVICES SUPPLEMENT*
1.??DEFINITIONS
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, delivered, uploaded or submitted by Customer or on Customer’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.
“Event” has the meaning set forth in Section 2.1.
“Marks” refers to a party’s logos, trademarks, service marks and other indicia of source.
“Work Order” or “Order” refers to the form used by Company and executed by Customer covering 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. Any capitalized term not defined in this Supplement, shall have the meanings set forth in the Work Order, 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 SERVICES
2.1??Provision of the Service. Subject to the terms and conditions of this Agreement, Company shall provide the Services required to produce the event described on a Work Order (the “Event”). This supplement does not apply to distribution of the Event, which is covered by the Distribution Services Supplement.
2.2??Customer Obligations. Customer shall provide Company with such assistance and cooperation as may be reasonably required to produce the Event, including (i) to provide to Company all Content and information necessary for Company to produce an Event; and (ii) to review and approve its Event prior to release, if so required under a Work Order.
2.3??Changes to the Services. Any changes to the Event by Customer after execution of a Work Order are subject to (i) Company’s ability to accommodate the requested change; and (ii) adjustment to the Fees or the scheduling of the Event.
2.4??Rights Reserved. Company reserves the right, in its discretion and on notice to Customer, to reject any Content provided for an Event. Under no circumstances will Company be liable to or through Customer for Content or the accuracy of Content.
2.5??Cancellation. Cancellation of a Work Order by Customer for any reason is subject to the cancellation fees set forth on the Work Order, together with reimbursement of any and all third-party costs incurred by Company in connection with the Work Order.
3.??OWNERSHIP/LICENSE
3.1??Events Subject to full compliance with this Agreement and the license rights granted to Company hereunder, as between Customer and Company, Customer is the sole owner and retains all right, title and interest in and to its Content and its Event.
3.2??License Customer hereby grants to Company an irrevocable, non-exclusive, worldwide, perpetual, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, digitize, store, display, publicly perform and create derivative works of the Event, including its Marks and all Content, and to sublicense same to its third party distributors.
4.??REPRESENTATIONS & WARRANTIES
4.1??Customer hereby represents, warrants and covenants that:
4.1.1??it has the right, power and authority to provide each component of the Content and its Marks to Company for purposes of the Event;
4.1.2??no Event or Content will: (i) be obscene, libelous, slanderous or otherwise defamatory, or violate any copyright, right of privacy or publicity or other right of any person; (ii) contain any untrue statements of a material fact, or omit to state a material fact necessary in order to make any statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) contain any computer virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot or other like computer programming scheme whose purpose is to damage, detrimentally interfere with, or wrongfully and surreptitiously intercept or expropriate any proprietary system, data or personal information; and
4.1.3??it has obtained all third party clearances, permissions and licenses as may be required for the Event, the Services, or for Company’s exercise of the license granted in Section 3, including with respect to the use of any copyrighted or trademarked materials and the use of any names, personas, likenesses or biographical materials, and for the payment of any and all fees and for any and all residuals, payments, fees or royalties, if any, payable under any collective bargaining agreement or otherwise.
5.??TERMINATION
Company reserves the right, with or without notice to Customer, to remove objectionable Content from the Service or to suspend the Service if Company determines in its sole judgment that Customer has violated any provision of this Agreement.
?
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. July 2014]
END OF SUPPLEMENT