Nasdaq Corporate Solutions
PR Newswire Europe
Third Party Terms & Conditions
§3(f)
[NASDAQ OMX] shall enter into an agreement with its customers governing the use of the [NASDAQ OMX] Media Data Service, which shall contain terms and conditions substantially the same as those contained in the agreement attached hereto as Exhibit C. [NASDAQ OMX] shall prepare these terms as a schedule within its standard agreement This schedule shall be subject to PR Newswire's review and approval. Upon reasonable request by PR Newswire, [NASDAQ OMX] shall conduct a diligent investigation of a [NASDAQ OMX] Customer's compliance with the restrictions on use of the Media Data and shall provide PR Newswire with a report on its findings concerning such compliance or non-compliance, as the case may be.
PR Newswire Terms and Conditions
Welcome. This Schedule governs your use of the global media database service, known as PR Newswire (the "Service"). The term "you" refers to the person that subscribes to or uses the service, including a company’s designated users. As part of the Service PR Newswire (“we” or “us”) will provide you with use of the Service, including access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Schedule. The subscription is on a concurrent user basis. The Service will only be accessed by those persons for whom a subscription fee has been paid.
Non-Transferable License. In consideration for your subscription fee, PR Newswire grants to you a non-exclusive, non-transferable license to use the Service solely for your own internal business purposes in connection with media contact management and news release distribution and a limited, non-exclusive, non-transferable, personal license for your designated users to use the data stored on the specific database(s) you have selected for use with the Service, subject to the limitations contained herein. PR Newswire reserves the right to change the subscription fee with thirty (30) days prior notice, and you will be invoiced for any additional fees, provided that PR Newswire shall not increase the subscription fee more than once annually. All rights not expressly granted by PR Newswire to you are retained by Corporate Solutions.
Links to Third Party Sites. PR Newswire may include links to third party sites. PR Newswire does not endorse any sites and is providing these links to you only as a matter of convenience, and in no event shall Corporate Solutions monitor or be responsible for any content, products, representations or other materials on or available from such sites.
Account Information and Data. You, not PR Newswire, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of any and all data, information or material that you may post to be used in connection with the Service ("User Data"). PR Newswire shall not be responsible or liable for errors in connection with User Data, including without limitation, deletion, correction, destruction, damage, loss or failure to store any User Data. In addition, Corporate Solutions has the right to conduct a diligent investigation of the Customer’s compliance with restrictions on use of the Media Data as described herein.
Limitations. You will comply with rules and regulations that we may impose on the use of the Service from time to time. You are solely responsible for the contents of the User Data and your use of the Service is subject to all applicable local, state, federal and international laws and regulations. The information retrieved from the database(s) made available on the Service: (i) will be used solely by designated users for your business use and will not be transferred, sold or otherwise redistributed or disseminated in any manner without the express prior written consent of Corporate Solutions; (ii) will not be retained in computer memory or in a database(s) except as permitted herein; and (iii) will not be stored, accessed, distributed or otherwise used by You in any manner upon expiration or termination hereof save as otherwise permitted herein. This obligation shall survive the expiration or termination of this Agreement.
Password and Security. When you become a subscriber, you will use your PR Newswire username and password. You are solely responsible to maintain the confidentiality of your username and password. You are also solely responsible for any and all activities that occur under your account. You are to notify us immediately of any unauthorized use of your account, or any other breach of integrity or security of the Service of which You become aware.
Termination. The term of the license granted to you under this Schedule shall be for a period of one (1) year. That one (1) year term will be renewed automatically for one (1) year periods thereafter except that, after the initial period, either party may notify the other party of its intention not to renew by giving at least thirty (30) days’ written notice of termination prior to any subsequent anniversary of the Commencement Date. Corporate Solutions, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any User Data within the Service if you fail to comply with this Agreement. Upon termination of an account, your right to use such account and the Service save as otherwise expressly agreed in writing immediately ceases. Upon termination or expiration, PR Newswire shall have no obligation to maintain any User Data stored in your account or to forward any User Data to you or any third party. Notwithstanding the above, upon expiration of this Agreement or termination of the license granted under this Schedule, unless otherwise expressly agreed in writing you will erase all information retrieved from the database(s) made available on the Service from all of your computer systems, storage media and databases, and will retain no further copies thereof; with the exception of any part of the User Data which has been stored as an Internal List PROVIDED THAT such Data only contains journalist name, territory and outlet information and that any and all other information on the journalist is removed. Your obligation to pay accrued subscription fees and to erase stored information in accordance with the foregoing shall survive the termination of this Agreement.
Proprietary Rights. You have no right, title or interest in or to the Service except as expressly provided under this Schedule. You acknowledge that the information contained in the Service is valuable proprietary information. Except for the User Data, all rights in and to the Service and the information contained therein, including all copyrights, belong to PR Newswire and/or its licensors.
Subscriber Support Services. From time to time we will advise you of PR Newswire support policies. PR Newswire reserves the right to change or discontinue PR Newswire support policies or the Service at any time. PR Newswire will not be liable to any subscriber or any third party should PR Newswire exercise its right to change or discontinue the Service or PR Newswire support policies, except for a pro rata refund of the subscription fee in the event PR Newswire terminates the Service without cause. PR Newswire will, however, use reasonable efforts to advise of any changes as soon as practicable.
No Warranty, Limitation and Disclaimer of Damages and Limitation of Remedies.
THE SERVICES AND ANYTHING, WHETHER TANGIBLE OR OTHERWISE, ARISING FROM OR RELATING TO THE SERVICE OR OTHERWISE PROVIDED OR FACILITATED BY US (COLLECTIVELY, THE "MATERIALS"), ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT REPRESENTATIONS, WARRANTIES, CONDITIONS OR TERMS OF ANY KIND, EITHER STATUTORY, EXPRESS OR IMPLIED BY COMMON LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, TITLE AND NONINFRINGEMENT. NOTHING IN THIS SCHEDULE EXCLUDES OR LIMITS PR NEWSWIRE LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (ii) THE TORT OF DECEIT; (iii) ANY BREACH OF THE OBLIGATIONS IMPLIED BY S.12 OF THE SALE OF GOODS ACT 1979 OR S. 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (iv) ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW.
YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE MATERIALS OR ANY OF THEM IS TO STOP USING THE MATERIALS, INCLUDING THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE OR OUR RELATED PARTIES, REPRESENTATIVES OR VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF USE, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS OF THE TYPE SPECIFIED ABOVE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE SERVICE PROVIDED UNDER THIS SCHEDULE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER SUCH LOSSES OR DAMAGE WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE. PR NEWSWIRE WILL NOT BE LIABLE FOR ANY DELAY IN ACCESSING AND/OR INABILITY TO ACCESS THE SERVICE WHETHER DUE TO AN ACT OF GOD, ACTION BY GOVERNMENTAL ENTITY, STRIKE, DIFFICULTY, ELECTRONIC MALFUNCTION, ETC., OR ANY RELIABILITY OR EFFECTIVENESS RELATED TO THE SERVICE. IN NO EVENT WILL PR NEWSWIRE BE LIABLE FOR ANY FAILURE, DISRUPTION, DOWNTIME, INTERRUPTION, DELAY, INACCURACY, OR ANY OTHER NON-PERFORMANCE RELATED TO THE SERVICE. PR NEWSWIRE MAKES NO WARRANTY OR REPRESENTATION THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
1. ALL WARRANTIES REQUIRED BY LAW EXTEND FOR ONLY SUCH PERIOD AS REQUIRED BY LAW OR 30 DAYS FROM YOUR INITIAL ACCEPTANCE OF THESE TERMS; AND,
2. IN NO EVENT SHALL WE OR OUR RELATED PARTIES, REPRESENTATIVES OR VENDORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF WHATEVER KIND OR NATURE IN EXCESS OF THE FEES PAID BY YOU TO US HEREUNDER.
Indemnity By You. You shall indemnify and hold us, our parent, subsidiary, and/or affiliated companies (collectively, "we" or "our" for purposes of this provision), our directors, officers and employees, and our Related Parties harmless from any claim, liabilities, proceedings, loss, cost, expense, demand, or damage, including reasonable attorneys’ fees, caused by or in any way connected directly or indirectly out of the (a) use of or connection to, or the inability to use or connect to the Service; (b) account information, User Data or other information transmitted or stored through or on the Service; or (c) acts or omissions in connection with either (a) or (b) above.