PR Newswire Customer Terms & Conditions

The services provided by PR Newswire and its affiliates (including Vintage, MultiVu and Virtual Press Office, as applicable) are subject to PR Newswire’s General Terms & Conditions, together with one or more of the service-specific supplements, all of which are attached below. Please see your Order to determine which of the supplements apply to the services that you have ordered.

General Terms & Conditions

Supplements:
Distribution Services Supplement

Monitoring, Targeting & Reporting Services Supplement

Multimedia Service Supplement

Assignment Photography Service Supplement

Microsite Services Supplement

ProfNet Service Supplement

Vintage Services Supplement

Widget Supplement

GENERAL TERMS & CONDITIONS

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 PR Newswire Association LLC and/or any of its affiliates that provide the Service to Customer.

“Customer” refers to the company, organization or person purchasing the Services from Company. 

“Order” refers to (i) each order or other agreement between Company and Customer governing Customer’s purchase of Services, and (ii) any request by Customer 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 Customer.

“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subordinate legislation as in force as of the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced.  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

2.1The Service.  Subject to the terms and conditions of this Agreement, Company shall provide the Service to Customer 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 Customer for those of its obligations that are performed by such third party suppliers; or (iii) discontinue the Service for any reason on notice to Customer, in which event, Company shall provide a refund to Customer for the unused portion of the discontinued Service, which refund shall constitute Customer’s sole and exclusive remedy and Company’s sole liability for the discontinuation of the Service.

2.2 Customer Information. Customer 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.  Customer acknowledges that Company’s performance of the Service may be delayed or disrupted by Customer’s failure to update such information in a timely manner and Company is not liable for any damages caused to Customer in connection therewith.

2.3 Third Party Agreements. If Customer enters into this Agreement as an agent for the end user of the Service, Customer 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 Customer’s use of the Service, Customer 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 Customer (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 Customer’s and/or the Registered User’s account.  Registered Users are responsible for all usage or activity on their PR Newswire 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 Customer or a Registered User’s account, at PR Newswire's sole discretion, and PR Newswire may refer such Registered User to appropriate law enforcement agencies.

3. TERM

3.1 Agreement Term. This Agreement shall be effective upon Company’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 Company’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 consecutive one-year renewal periods (each, a “Renewal Period”) until cancelled or terminated in accordance with the terms hereof.  Except as otherwise provided in the Order, Customer may prevent the Service Term from renewing by sending written notice to Company not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.  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. Customer 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 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 Customer (collectively, the “Fees”).  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.  Customer 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 Customer or Customer’s use of the Service and/or Customer’s business in general where Company is not a party to such action. 

4.2 Quoted Pricing. If the Order sets forth a specific dollar amount to be paid for the Service (or bundle or package of Services), the specified amount shall be subject to an annual increase equal to three percent (3%) plus any increase in the unadjusted “Consumer Price Index for All Urban Consumers: U.S. City Average, All Items” as published by the U.S. Department of Labor, Bureau of Labor Statistics for the preceding calendar year.

4.3 Rate Card. With respect to Customers 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 Customer 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 Customer.  

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 Customer hereunder; and (iii) it will perform its obligations under the terms of this Agreement in accordance with applicable industry standards.  

6. INDEMNIFICATION

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 Customer for the affected portion of the Service, which correction or refund shall constitute Customer’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 CUSTOMER 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 CUSTOMER  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 CUSTOMER’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 Customer, if Customer materially breaches this Agreement.  Company will resume performance as soon as commercially practicable upon Customer’s cure of the breach.  Company may, immediately on notice, without liability to Customer, terminate this Agreement, in whole or in part, if Customer (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 Customer for the unused portion of the Service, which refund shall constitute Customer’s sole and exclusive remedy and Company’s sole liability for the termination of the Agreement.  Customer 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 Customer 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 Customer-provided purchase orders, and constitutes the complete and exclusive agreement between Customer and Company regarding the subject matter hereof, and the Customer 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 Customer’s convenience in record keeping, and no such reference or the provision of Services to Customer shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or other Customer-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 Customer 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 Customer are expressly reserved by Company; (ii) these General Terms & Conditions and any applicable Supplements may be amended, modified, superseded or terminated, and their terms or conditions may be waived, only in a writing signed by duly authorized representatives of the parties; (iii) 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 (iv) there are no third party beneficiaries of this Agreement.  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 Customer to assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Company shall be void.  Customer agrees that Company may refer to it as a customer in its marketing materials and other promotional efforts (online or offline).  Any notice by Customer 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 Customer’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 PR Newswire Association LLC, 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. April 2019]
END OF GENERAL TERMS & CONDITIONS

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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 Customer in writing as being authorized to submit Content and issue Releases on Customer’s behalf. "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.
"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 Customer’s behalf. Customer 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, Customer 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, Customer 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. CUSTOMER ACKNOWLEDGMENTS
Customer acknowledges that (i) Customer’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 Customer; (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) Customer 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
Customer 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. Customer further represents, warrants and covenants that, if any part of its business includes online gambling, gaming or lotteries (collectively, "Online Gambling Business"): (i) Customer 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) Customer 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 Customer’s websites (including any pages or microsites) that offer Online Gambling Business.

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. July 2014]
END OF SUPPLEMENT

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MONITORING, TARGETING & REPORTING 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, delivered 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.
"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 Customer.
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 Customer personnel or to any third party without Company’s prior written permission. Customer shall notify Company immediately if Customer becomes aware that a User account or the Service has or may have been breached or compromised in any way.
2.3 Content. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Content. Company has no liability to or through Customer 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 Customer’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 Customer’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 Customer under the Service and Customer exceeds such limit.
2.5.2 Customer may, within the Service, read, analyze, view, and create reports, metrics, charts, and other derivative works based on and including the User Results. Customer 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 Customer 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 Customer; and (iii) manage, analyze, internally distribute and display the Headline Information received by the Users. Except as expressly permitted in this Agreement, Customer may not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast or circulate the Headline Information or permit or assist any other person to do so. Customer may use the Headline Information solely for its own internal business purposes. Customer may not distribute or display all or any part of the Headline Information for a fee or as part of a commercial service, and Customer shall not permit or assist any other person to do so.
2.7 MediaVantage Service. If Customer purchases the MediaVantage Service, Customer may use the MediaVantage Service to access, view, publish and/or otherwise use Third Party Content pursuant to a license granted to Customer directly from a third party content provider ("Other Content"). Customer 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. Customer agrees, upon request, to provide evidence of its compliance with the foregoing warranty and agrees that Company may block Customer’s access to any Other Content through the MediaVantage Service. Customer 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 Customer’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 Customer herein, no proprietary rights or licenses are granted to Customer, by implication or otherwise.
3.2 Customer 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. Customer 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 Customer 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 Customer’s internal business purposes and not as a service bureau or for any other commercial purpose and Customer shall not transfer, sell, or otherwise redistribute the Service without the express prior written consent of Company; and
4.1.3 it will comply with (i) all federal, state, local and international laws, rules and regulations applicable to Customer’s use of the Service, Third Party Content and the Lists; (ii) the Terms of Use applicable to Company’s website; and (iii) any and all terms of use applicable to third party sites linked to through the Service.
4.2 Customer 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, Customer 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. TERMINATION
5.1 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.
5.2 On expiration or termination of this Agreement for any reason:
5.2.1 the rights and access granted to Customer pursuant to Section 2 shall immediately cease, and all usernames and passwords shall be de-activated and revoked;
5.2.2 Customer 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 Customer any Content or User Results.

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions. [Rev. July 2014] END OF SUPPLEMENT

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MULTIMEDIA SERVICE 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

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ASSIGNMENT PHOTOGRAPHY SERVICE SUPPLEMENT*

1. DEFINITIONS
1.1 For purposes of this Supplement, the following terms have the meanings ascribed to them below:
"Photo" refers to the photograph or image delivered by Company to Customer pursuant to a Work Order, or Order.
"Work Order" or "Order" refers to the form used by Company and executed by Customer for 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 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 Service to Customer. The Service does not include the distribution of Photos, which is covered by the Distribution Services Supplement.
2.2 Customer Obligations. Customer shall assist and cooperate with Company as may be required for the performance of the Service, including (i) to provide to Company all information necessary for purposes of the Service; (ii) to obtain all third party clearances, permissions and licenses, 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; and (iii) to review and approve its Photos prior to release, if so required under a Work Order.
2.3 Changes to the Services. Any changes proposed by Customer to the Service 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 Service.
2.4 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 Company License. Unless otherwise set forth in the Work Order, Company hereby grants to Customer, for a period of one (1) year from delivery of a Photo to Customer, a limited, non-exclusive, worldwide license to use a Photo solely for public relations and editorial purposes; provided, to the extent Customer is an agency working on behalf of an end client, Customer may only use a Photo for such purposes on behalf of such end client. Customer’s use of a Photo for advertising, marketing or promotional purposes (e.g., catalogs, billboards, external corporate literature, sales and promotional brochures, corporate website use, annual reports, advertorials and reprints or reproductions of previously published editorial content) is subject to an additional charge.
3.2 Ownership Rights. Section 3.1 shall not apply if Customer has purchased full ownership rights in the Photos, as indicated on the Work Order.

4. REPRESENTATIONS & WARRANTIES
4.1 Customer hereby represents, warrants and covenants that:
4.1.1 no Photo will be obscene, libelous or otherwise defamatory, or violate any copyright, right of privacy or publicity or other right of any person; and
4.1.2 it has obtained all third party clearances, permissions and licenses as may be required for Company to provide the Service hereunder.

5. TERMINATION
Company reserves the right, with or without notice to Customer, 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

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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 Customer or on Customer’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.

"Customer’s Microsite” refers to the Microsite that has been customized for Customer pursuant to this Agreement..

“Design Elements” refers to Customer’s URL, design branding requirements (such as color codes), Customer’s Marks, any design assets, and any and all other information or content posted, uploaded or submitted by Customer to Company as part of or in connection with the Service..

“Go Live” or “Launch Date” refers to the earlier to occur of (i) Customer’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 Customer 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 Customer. Company will notify Customer that its Microsite is ready for beta testing once Company has received and incorporated all Design Elements into Customer’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 Customer’s Microsite.
2.2 Access to the Service. Customer 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 Customer’s Microsite regarding certain third party Content posted on Customer’s Microsite (e.g., the timing, accuracy and similar issues relating to the Content).
2.3 Customer Obligations.
2.3.1 Customer 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 Customer’s Microsite; and (ii) review and approve Customer’s Microsite during beta testing.  Customer agrees that it is responsible for all contents and materials (other than Company technology) included in its Microsite.
2.3.2 Customer’s usernames and passwords shall (i) be accessible to Customer’s designated personnel for the sole and exclusive purpose of using the Service as permitted herein; and (ii) not be accessible to any other Customer personnel or to any third party without Company’s prior written permission. Customer shall notify Company immediately if Customer 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 Customer License. During the Term, Customer 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 Customer a revocable, worldwide, royalty-free, personal, non-transferable and non sublicensable, right and license to use Customer’s Microsite solely for the purposes contemplated by this Agreement. Except for Customer’s Content and Design Elements, Customer 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 Customer 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 Customer’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, Customer’s right to use Customer’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. September 2018]
END OF SUPPLEMENT

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PROFNET SERVICE 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.
"Expert" refers to an individual who responds to a Query.
"Journalist" refers to a person or entity who registers with the Service as a news reporter, blogger, or other media source.
"Query" refers to a request for information submitted to the Service by a Journalist.
"User" refers to the users or the entities designated in the Order.
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 terms and conditions of this Agreement, Company shall provide the Service to Customer.
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 an assigned user account. User accounts shall be assigned to the individual(s) identified in the Order or otherwise designated by Customer in writing. User accounts may be reassigned by Customer by written request; provided that no user accounts may be reassigned more than once every three months. No User shall provide access to his/her assigned username or password to any other User or other Customer personnel, or to any third party without Company’s prior written permission. Customer shall notify Company immediately if Customer becomes aware that a user account or the Service has or may have been breached or compromised in any way.
2.3 Content. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Content that it submits, posts, emails or otherwise makes available through the Service, including any Content contained in a profile, or in a Query response or other communication to a Journalist in connection with the Service. Company shall have no liability to or through Customer for Content, including (a) any deletion of; (b) loss of; or (c) failure to store or timely transmit, any Content in whole or in part, whether caused by human error, mechanical or electronic failure, or any other cause.
2.4 Journalists & Queries. Customer shall contact Journalists only through the channels specified by the Journalist or by Company. Users may share Queries only with those employees or other personnel of Customer necessary for Customer to respond to relevant Queries. Company does not verify the identity or credentials of or endorse any Journalist and is not responsible for (a) the content of Queries submitted by a Journalist; or (b) for any other act or omission of a Journalist. Company shall have no liability to or through Customer for the transmission of Queries, including (a) any deletion of, (b) loss of, or (c) failure to store or timely transmit, any Query to Customer, whether caused by human error, mechanical or electronic failure, or any other cause.

3. PROPRIETARY & OTHER RIGHTS
3.1 Company or 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 Customer, no proprietary rights or licenses are granted to Customer, by implication or otherwise.
3.2 Customer retains all right, title and interest in and to its Content including all intellectual property rights adhering thereto, subject only to the rights granted to Company under this Agreement.
3.3 Customer grants to Company a worldwide, perpetual, irrevocable, transferable, royalty-free and sublicensable right and license to copy, store, reproduce, distribute and archive any Content or other information that is transmitted through, generated by or collected from the Service as it deems necessary (i) to provide the Service; (ii) for its business purposes (e.g., to evaluate and analyze the User experience); (iii) to comply with the law or legal process; (iv) to enforce this Agreement; (v) to respond to claims that any Content violates the rights of third parties; or (vi) to protect the rights, property, or personal safety of Company personnel, other customers or the public.

4. REPRESENTATIONS & WARRANTIES
4.1 Customer represents, warrants and covenants that:
4.1.1 each User and each Expert shall be of legal majority age (i.e., 18 years of age or older in most jurisdictions);
4.1.2 Customer shall use the Service and the Queries solely for Customer’s internal business purposes and not as a service bureau or for any other commercial purpose and Customer shall not resell, barter, exchange, lease or otherwise redistribute or the Service or the Queries or make the Service available through any media to any third party without the express prior written consent of Company; and
4.1.3 it will comply with all federal, state, local and international laws, rules and regulations applicable to Customer’s use of the Service, including the terms of use, guidelines or other rules applicable to the Service that may be implemented by Company from time to time.
4.2 Customer represents, warrants and covenants that it and its Users will not:
4.2.1 use the Service to (i) publish, post, or distribute any Content that is unlawful, infringing, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable; or (ii) create or populate an email list to distribute unsolicited, mass-distributed messages;
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 stalk, threaten, harass, coerce or abuse a Journalist or a third party or violate a Journalist’s or a third party’s right of privacy, right of publicity, copyright or other proprietary right;
4.2.4 forge headers or otherwise manipulate identifiers in order to disguise or falsify the origin of any communication sent through the Service;
4.2.5 impersonate any person or entity, falsify the identity or credentials of any its Experts, or falsely state or otherwise misrepresent an affiliation with a person or entity;
4.2.6 upload, post, email or otherwise transmit any Content that it does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
4.2.7 contact a Journalist other than through the channels specified;
4.2.8 share a Query with a third party (other than its own Experts), including posting the Query to a website or listserv;
4.2.9 send attached files via email to a Journalist without the Journalist’s consent;
4.2.10 appropriate any idea or concept that is a part of a Query;
4.2.11 respond to a Query with pitches that have little or no relevance to the Query;
4.2.12 disassemble, decompile or reverse engineer the Service; and
4.2.13 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.

5. TERMINATION
5.1 Company reserves the right, with or without notice to Customer, to remove objectionable Content from the Service or to suspend or terminate the Service if Company determines in its sole judgment that Customer or its Users have violated any provision of this Agreement.
5.2 On expiration or termination of this Agreement for any reason, the rights and access granted to Customer pursuant to Section 2 shall immediately cease and all usernames and passwords shall be deactivated and revoked.

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. July 2014]
END OF SUPPLEMENT

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VINTAGE SERVICES SUPPLEMENT* **

1. DEFINITIONS
1.1 For purposes of this Supplement, the following terms have the meanings ascribed to them below:
"Customer Materials" refers to those documents that are submitted by Customer or on Customer’s behalf in connection with the Service.
"Filing" refers to a Product which is transmitted to the SEC for regulatory filing.
"Product" refers to Customer Materials as processed by Company for purposes of the Service.
"Software" refers to any software licenses to Customer for use as part of the Services.
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 terms and conditions of this Agreement, Company shall provide the Service specified in the Order.
2.2 Customer Materials and Approvals (as applicable to each Service).
2.2.1 Company may, in its sole discretion and judgment, reject Customer Materials for any reason if it reasonably determines that the Customer Materials may result in liability.
2.2.2 Company makes no representation or warranty with respect to the SEC’s acceptance or approval of any Filing. Under no circumstances will Company be liable to or through Customer for any Customer Materials, or for the accuracy of any Customer Materials or Product.
2.2.3 Company will submit proofs of each Product to Customer for its approval, and will submit Filings to the SEC (or Products to Customer or other third party recipients as may be requested) only upon receipt of Customer’s final approval in writing (email or otherwise) or, at Customer’s request if time constraints so require, oral approval.
2.2.4 Customer agrees that (i) Company is not responsible and assumes no liability for the accuracy or sufficiency of a Product; (ii) Company has no obligation to verify that the SEC Codes and passphrases assigned to it by the SEC are correct, which obligation rests solely with Customer; (iii) if, in Company’s judgment and in its sole discretion, there is any question as to the authority of the individual submitting any Customer Materials, Company reserves the right, among other things, to decline to accept Customer Materials for EDGARizing, filing, printing ,or other Services, or release any of Customer’s SEC filing codes; and (iv) Company's third party suppliers shall have no liability for any damages to Customer.
2.3 ONLINE SERVICES
2.3.1 Access to the Service by Customer. Customer may access certain Services online using Company’s or its third party suppliers' web-based platforms (the "Online Services"). Customer shall be granted access to the Online Services via a unique username and password. Customer shall use its user account for the sole and exclusive purpose of using the Service.
2.3.2 Access to the Service by Company. Customer hereby grants Company and its third party suppliers administrative access to the Online Services from time to time for the purposes of (i) filing Customer Materials (at Customer’s direction); (ii) responding to technical issues; and (iii) ensuring compliance with this Agreement.
2.3.3 Upon termination of this Agreement for any reason (i) Customer’s right to use the platform shall cease and its user account shall be deactivated; and (ii) all Customer Materials stored in the Online Services shall be deleted and purged.
2.4 PRINTING SERVICES
2.4.1 Shipments. Company will arrange for the transport and delivery of the print Product at Customer’s expense. Company shall not be responsible for shipments upon leaving Company’s facilities. Such shipments shall instead be the responsibility of Customer or the underlying carrier selected by Company to transport the print Product. Company has the sole right to select the carriers for shipments, and Company is solely authorized to make the necessary transportation arrangements with regard to print Products.
2.4.2 Company will not be held liable for any errors or omissions to print Products after Customers approval and acceptance of a proof. In the event an error is discovered after a proof has been approved, Customers may request a corrected print Product at Customers sole expense.
2.5 Rights Reserved. Company reserves the right, without liability to Customer, to suspend the Service (i) in order to perform scheduled or emergency maintenance to the Service; (ii) if such suspension is necessary to protect the network or its or their other customers, or to prevent unauthorized use of the Service; or (iii) if Company determines in its sole judgment that Customer has violated any provision of this Agreement.
2.6 Third Party Beneficiaries. Company’s suppliers are third party beneficiaries of this Agreement. There are no other third party beneficiaries of this Agreement.
2.7 Service Termination. In the event Customer is no longer required to file reports with the Securities and Exchange Commission pursuant to Sections 12(b), 12(g) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, then Customer may, upon ten (10) days prior written notice to the Company, amend this Agreement to terminate the Services provided by Company’s Vintage division. For the avoidance of doubt, this Agreement shall remain in full force and effect following any such amendment with respect to any other Services provided by Company to Customer, until the expiration or termination thereof in accordance with the terms set forth in this Agreement.
3. REPRESENTATIONS & WARRANTIES
3.1 Customer represents, warrants and covenants that:
3.1.1 it has the right to submit the Customer Materials to Company for use in connection with the Service;
3.1.2 no Customer Material will contain any content that is obscene, libelous, slanderous or otherwise defamatory, false or misleading or which violates any copyright, right of privacy or publicity or other right of any person;
3.1.3 Customer Materials will not contain any: (i) computer virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros; (ii) programs or links to macros, scripts, or programs; or (iii) any other code that alters, destroys or inhibits the operation of, or infiltrates computer systems or data run through such computer systems; and
3.1.4 it will not (i) use any device, software, or routine that interferes with any application, function, or use of the Software, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication that are part of the Services; (ii) distribute, resell, sublicense, rent, lease, loan, time-share, or otherwise share the Software; (iii) frame or mirror the Software; (iv) copy, modify, decompile, disassemble, or reverse engineer the Software or otherwise attempt to derive its source code; (v) use the Software either directly or indirectly to support any activity that is illegal; (vi) access the Software for any benchmarking or competitive purposes; (vii) authorize any third parties to do any of the above; or (viii) allow access to or use the Software by anyone other than its authorized users.
4. INTELLECTUAL PROPERTY
4.1 Company (and/or its third party licensors and vendors) retains all right, title and interest in and to the Services, including without limitation, all software, documentation and intellectual property rights related to the Services, subject only to the rights granted to Customer under this Agreement.
4.2 Customer retains all right, title and interest in and to the Customer Materials including all intellectual property rights adhering thereto, subject only to the rights granted to Company under this Agreement.
4.3 Except for the express rights granted in this Agreement, no proprietary rights are granted to either party by implication or otherwise.
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
**This Supplement applies to all services offered by Vintage (including EDGAR Service, XBRL Service, Notice and Access Service, Typesetting Service, and Printing Service), excluding the Widget.
[Rev. January 2016]
END OF SUPPLEMENT

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WIDGET SUPPLEMENT*

1. DEFINITIONS
1.1 For purposes of this Supplement, the following terms have the meanings ascribed to them below:
"Marks" refers to a party’s logos, trademarks, service marks and other indicia of source.
"Widget" refers to the embed code built, hosted and maintained by Company in which the Widget Content will be displayed.
"Widget Content" refers to any of the following: (i) links to the filings filed by Customer with the Securities and Exchange Commission (SEC) that have been accepted by EDGAR and posted in the EDGAR section of the SEC’s website during Customer’s current fiscal year; (ii) Content provided by Customer and processed by Company for distribution; (iii) Customer stock quotes by Customer ticker; or (iv) information, data or content of any kind posted, uploaded, delivered 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.
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 terms and conditions of this Agreement, Company shall provide the Service to Customer.
2.2 Installation of the Widget. Customer shall have the sole responsibility for (i) building, hosting and maintaining a web page on which the Widget is to be installed (the "Widget Page"); and (ii) installing the Widget on the Widget Page, in compliance with all technical requirements applicable to the Widget. Customer may install the Widget only on a page of a website that is owned and operated by Customer.
2.3 Content. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Widget Content on the Widget Page. Company has no liability to or through Customer for any such Widget Content, including any omission or deletion of or error in any of the SEC filings or stock quotes, as applicable.
2.4 Compliance with Laws. Customer acknowledges and agrees that it is solely responsible for its compliance with all federal, state, local and international laws, rules and regulations.
2.5 Service Termination. If Customer has purchased the SEC Widget, in the event Customer is no longer required to file reports with the Securities and Exchange Commission pursuant to Sections 12(b), 12(g) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, then Customer may, upon ten (10) days prior written notice to the Company, amend this Agreement to terminate the Services provided by Company’s Vintage division. For the avoidance of doubt, this Agreement shall remain in full force and effect following any such amendment with respect to any other Services provided by Company to Customer, until the expiration or termination thereof in accordance with the terms set forth in this Agreement.
3. LICENSE GRANT
During the Term and subject to the provisions of this Agreement, Company hereby grants to Customer a personal, non-transferable right to use the Widget solely for the purposes contemplated by this Agreement. Except as expressly stated herein, Customer may not copy, reproduce, republish, post, transmit, or redistribute the Widget in any way without obtaining the express prior written consent of Company in each instance. Customer shall not tamper with, hack, spoof, reverse engineer, modify, sell, offer for sale, or otherwise corrupt the administration, security, or proper function of any part of the Widget. Customer is granted no right, title or interest in or to the Widget, the source code, or any related intellectual property rights which are expressly reserved to Company.
4. TERMINATION
Upon termination of this Agreement for any reason Customer’s right to use the Widget shall immediately cease, and Customer shall delete and purge all copies of the Widget and associated code from Customer’s website, hard drives, networks, and other systems and storage media.
*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.
[Rev. July 2014]
END OF SUPPLEMENT

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