These terms and conditions (“Terms of Use”) govern your use of Cision US Inc.’s (“Company”) information distribution service (the “Service”). We reserve the right to change these Terms of Use or to impose new conditions on your use of the Service, from time to time, in which case we will post the revised Terms of Use on this website. By continuing to use the Service after we post any such changes, you accept the Terms of Use, as modified. By accepting this Agreement, either by signing a Cover Page as defined below, by using the Service, or by authorizing or permitting any individual to use or access the Service, Subscriber confirms that it has read, understands and agrees to be bound by this Agreement, which is effective as of such date (the "Effective Date").

  1. SUBSCRIPTION
    1. Subject to the terms and conditions set forth, the subscriber (“Subscriber”) named in the document showing the modules of the Service subscribed to, the term of the subscription and the subscription price (individually each such document is a “Cover Page”, collectively with these Terms of Use the “Agreement”) hereby subscribes to the Service. Company grants Subscriber a non-exclusive, revocable, non-transferable (other than as set forth in this Agreement), non-sublicensable right to access and use those modules of the Service set forth on the Cover Page for its own internal business purposes in accordance with the terms and conditions in this Agreement. Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the Service in any way; or (ii) access the Service in order to (a) build a competitive product or Service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
    2. Subscriber and not Company is responsible for the content and accuracy of all news copy and other information submitted by Subscriber to Company for distribution via the Service (the “PRWeb Materials”), even if such copy has been reviewed, edited, or written by Company for Subscriber. Company is not responsible for verifying facts contained in any PRWeb Materials. All PRWeb Materials must follow Company’ editorial guidelines which can be found on the Service web site and are subject to change at any time at Company’ sole discretion.
    3. Company reserves the right in its reasonable discretion to (a) reject or edit PRWeb Materials (such editing to be done collaboratively with Subscriber); and (b) remove any news release from its web site, cease distribution of any news release or reject any news release. Subscriber acknowledges that re-distribution of news releases is beyond Company’s control, and accordingly, Company is not obligated to remove PRWeb Materials from sites outside of Company’s PRWeb network.
    4. If there are errors in the dissemination of PRWeb Materials by Company, Company shall use reasonable efforts to correct such errors promptly upon Subscriber’s notice, without additional charge, and such obligation to correct shall constitute the sole liability of Company in this regard.
    5. All PRWeb Materials submitted by Subscriber to Company must contain a Subscriber contact name, phone number and e-mail address that can be verified by Company.
    6. Company does not warrant specific placement of any news release nor pick up by third parties of any news release on its wire, but will deliver a news release via online distribution methods to make such content available to be repurposed by third parties who discover the content at various Internet locations, both intended and unintended. Subscriber shall not query, spider or access any Service systems without the express written consent of Company.
    7. No license or other rights in any Company technology are granted to Subscriber hereunder, and all rights not expressly granted to Subscriber herein are expressly reserved. Subscriber agrees not to modify, create derivative works of, translate, reverse engineer decompile, disassemble the Service or otherwise recreate or gain access to the source code. Furthermore, Subscriber shall not use the Service or any interface thereto for the purpose of developing a product or service that provides functionality similar to the Service.
    8. Subscriber represents to Company that Subscriber has valid title or license to all materials, including but not limited to the PRWeb Materials if applicable, provided by Subscriber for residence on the Service (the “Subscriber Materials”). Subscriber Materials are and shall remain the property of Subscriber, who shall retain all intellectual property rights therein. Subscriber hereby represents and warrants that Subscriber Materials will not contain any content that is obscene, libelous, slanderous or otherwise defamatory, false or misleading or that violates any copyright, right of privacy or publicity or other right of any person or party. Subscriber hereby grants to Company a non-exclusive, royalty-free license to use, copy, distribute, perform, display and prepare derivative works of the Subscriber Materials solely for the purpose of providing the Service. Company reserves the right to remove Subscriber Materials or other information and accounts containing any information that it determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or that violate any party’s intellectual property or this Agreement.
    9. Subscriber is responsible for all actions taken via Subscriber’s account for the Service, including protecting the confidentiality of Subscriber’s passwords and user IDs, and maintaining timely contact information for such account.
    10. Company uses information collected from Subscriber (“Subscriber Data”) to provide the Service. Company may share Subscriber Data with its affiliates or third parties that work on Company’s behalf or provide services to Company in relation to Company’s provision of the Service to Subscriber, including but not limited to necessary hardware, software, networking, storage, and technologies required to run the Service, and Subscriber hereby consents to such use of Subscriber Data by affiliates and third parties. Subscriber acknowledges and agrees that Subscriber Data may be transferred to, stored in, or accessed from outside the United States solely in order to provide the Service or for Company to fulfill its other obligations under this Agreement. Company shall, in providing the Service, comply with its privacy policy available at www.cision.com or such other website address made publicly available.
    11. If Subscriber is an advertising or public relations agency, Subscriber may use the Service on behalf of a client, only in accordance with this Agreement.

     

  2. HOSTING AND, SERVICE AVAILABILITY
    1. Company shall host and maintain the Service on its servers. The Service will maintain an average availability of no less than 99.5%, which translates to less than forty-five (45) hours of downtime per annum, excluding downtime caused by (i) scheduled maintenance performed between the hours of 12:00 AM and 6:00 AM Eastern time, (ii) emergency maintenance, (iii) force majeure, and (iv) any other events beyond Company’s reasonable control. Downtime is any time in which a computer on the global Internet is unable to connect to the Company production environment, log into the application, access application data or file attachments or execute reporting jobs due to unavailability of the Service.

     

  3. BACK-UP AND SUPPORT SERVICES
    1. Company shall keep offsite back-ups of Subscriber’s data. Restoration of Subscriber’s data due to the fault of Subscriber will be at Subscriber’s expense and if due to the fault of Company, at Company’s expense.
    2. During the term of this Agreement, Company shall provide technical support to Subscriber by providing Subscriber with access to a member of the Company support services staff via a telephone help line or email, which support staff member will consult with Subscriber for a reasonable amount of time during the hours of 8:00 AM and 8:00 PM Eastern time, Monday through Friday (unless otherwise set forth on the Cover Page) to assist Subscriber with troubleshooting, error correction and use of the Service.
    3. Any professional services or custom services purchased by Subscriber shall be used by Subscriber within the longest subscription term of any other service listed on the Cover Page, or if no other service is listed on the Cover Page, then within Subscriber’s then current subscription term.

     

  4. FEES
    1. Subscriber shall pay the fees set forth on the Cover Page in accordance with the payment terms set forth on the Cover Page or upon signing of this Agreement if no such terms are contained on the Cover Page. Fees are for services subscribed to and not for actual usage of the service, and except as set forth in Section 9.D, payment obligations are non-cancelable and all fees paid are non-refundable. Unless otherwise agreed to by the parties, Subscriber will not be given access to the Service until Payment has been received. Any payment not received from Subscriber by the due date will accrue late charges at the rate of 1.5% of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
    2. If Subscriber’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Company reserves the right to suspend Subscriber’s access to the Service, without liability to Subscriber, until such amounts are paid in full.
    3. Prices set forth on the Cover Page do not include taxes. Unless collected and remitted by Company (as indicated on the invoice presented to Subscriber by Company), Subscriber is responsible for payment of all taxes due to a governmental authority, if any, except for taxes imposed on Company ’s net income. Subscriber shall provide to Company any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.

     

  5. NONDISCLOSURE
    1. “Confidential Information” means any and all information, which is of a confidential, proprietary or trade secret nature that is furnished or disclosed by one party to the other party under this Agreement. Without limiting the generality of the foregoing, Confidential Information includes the specific business terms of this Agreement, Subscriber Materials, and any other information that is marked as “Confidential,” “Proprietary,” “Trade Secret,” or in some other manner to indicate it is of confidential, proprietary or trade secret nature.
    2. Confidential Information will remain the property of the disclosing party. The receiving party agrees: (i) to hold the Confidential Information in strict confidence; (ii) to limit disclosure of the Confidential Information to the receiving party’s own employees, agents or authorized consultants having a need to know the Confidential Information for the purposes of this Agreement; (iii) not to disclose any Confidential Information to any third party; (iv) to use the Confidential Information solely in accordance with the terms of this Agreement in order to carry out its obligations or exercise its rights under this Agreement; and (v) to notify the disclosing party promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with the disclosing party in every reasonable way to cease such unauthorized use or disclosure.
    3. The obligations under this Section 5 will not apply to information that the receiving party can demonstrate: (i) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party; (ii) is independently developed by the receiving party without regard to the Confidential Information of the other party; or (iii) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall attempt to furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.
    4. The parties agree that any breach of this Section 5 may cause the disclosing party substantial and irreparable damages; therefore, if the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing party in breach of this Section 5, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive and equitable relief.

     

  6. WARRANTIES
    1. Company represents and warrants that the Service will be available to Subscriber and perform substantially in accordance with the on-line help documentation and the service level standards set forth in Section 2.A of this Agreement.
    2. Each party represents and warrants that the undersigned individual has full authority to (i) execute this Agreement on behalf of his/her respective party, and (ii) bind his/her respective party to this Agreement.
    3. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, USEFULNESS OR RESULTS OF ANY RECOMMENDATIONS MADE VIA THE SERVICE.
    4. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE (INCLUDING NON-INFRINGEMENT), AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

     

  7. INDEMNIFICATION
    1. Company will indemnify, defend and hold Subscriber harmless against any claim or demand by a third party, including without limitation reasonable attorney’s fees, alleging that the Service infringes any intellectual property right under the laws of the United States of a third party. Company ’s indemnification obligation does not cover third party claims arising from: (i) modifications to the Service by anyone other than Company or its authorized agents and contractors; (ii) use of the Service by Subscriber in combination with other software or equipment not provided by Company where the Service, but for such combination, would not be infringing; or (iii) Subscriber’s failure to use the Service in accordance with the terms and conditions in this Agreement.
    2. Subscriber will indemnify, defend and hold Company and its subsidiaries, affiliates, officers, directors and employees harmless against any claim or demand by a third party, including without limitation reasonable attorney’s fees, alleging that any Subscriber Material infringes any intellectual property rights of a third party, or due to Subscriber’s violation of privacy or spamming laws or regulations.
    3. Indemnification by a party hereunder is conditioned upon the following: (i) the indemnitee promptly notifying the other party of any claim; (ii) the indemnitor having sole control of the defense and all related settlement negotiations; and (iii) the indemnitee cooperating, at the indemnitor’s expense, in the defense and furnishing the indemnitor with all related evidence in its control.
    4. If a claim regarding the Service and alleging infringement is brought or is likely, in Company ’s sole opinion, to be brought, Company may, at its sole option and expense (i) obtain the right for Subscriber to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing; or (iii) upon notice to Subscriber, terminate this Agreement or Subscriber’s use of the Service or any portion thereof, provided that Company promptly refunds to Subscriber the prorated portion of any pre-paid annual subscription fees paid hereunder.

     

  8. LIMITATION OF LIABILITY
    1. Subscriber acknowledges that it alone is responsible for the results obtained from its use of the Service, including without limitation the usefulness, completeness, accuracy and content of such results. If any such results are inaccurate or incomplete solely due to any defect in the Service, Subscriber’s exclusive remedy and Company ’s sole obligation shall be to correct or modify the Service at no additional charge to Subscriber. Additionally, Company makes no representations regarding the accuracy, usefulness or results of any recommendations made via the Service.
    2. The Service’s web site may contain hyperlinks to Web sites controlled by parties other than Company . Company is not responsible for and does not endorse or accept any responsibility over the content or use of such Web sites.
    3. Except for the indemnification obligations set forth in Section 7, and a material breach of the confidentiality provisions set forth in Section 5, or claims related to personal injury or property damage caused solely by Company ’s negligence or willful misconduct, Company ’s entire liability and Subscriber’s exclusive remedy for damages for any claims arising under or in connection with this Agreement, regardless of the cause of action, whether in contract or in tort (including without limitation, breach of warranty and negligence claims) shall be limited to Subscriber’s actual direct damages, not to exceed the amounts actually paid by Subscriber under this Agreement during the twelve months immediately preceding the month in which the cause of action arose. In no event shall Company be liable for any damages caused by Subscriber or any person or entity acting in concert with Subscriber or controlled by or controlling Subscriber.
    4. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY CLAIMS OR DEMANDS OF THIRD PARTIES (OTHER THAN THOSE THIRD PARTY CLAIMS COVERED BY SECTION 7) OR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

  9. TERM AND TERMINATION
    1. The term of this Agreement commences on the Effective Date and shall continue until the expiration or termination of all Service Terms ("Term"). This Agreement may not be terminated prior to the end of the Term, except as expressly permitted by this Section 9. All services must be used (for news releases “used” shall mean distributed) prior to the end of the applicable Service Term.
    2. A "Service Term" is defined as the initial or renewal subscription period.
    3. Except as otherwise specified in a Cover Page, subscriptions will automatically renew for additional periods equal to the expiring Service Term or one (1) year (whichever is shorter), unless either party gives the other 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) Subscriber subscribes to different and/or additional services; or (3) unless otherwise agreed to by the parties in a Cover Page. Discounts may not carry over from year to year.
    4. If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement, then that party may provide written notice to the breaching party describing the alleged failure in reasonable detail. If the breaching party does not cure or begin to cure the material failure within thirty (30) calendar days after receiving such written notice, then the non-breaching party may terminate this Agreement by written notice to the breaching party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating party. Upon such termination by Subscriber, Company agrees to promptly refund to Subscriber a prorated portion of any prepaid annual subscription fees paid hereunder.
    5. In addition to those conditions, rights, and remedies set forth in this Agreement, Company may also suspend Subscriber’s access to the Service if in Company’s reasonable opinion: (i) Subscriber’s use of the Service violates applicable local, state, federal, or foreign laws or regulations; (ii) Subscriber fails to use the Service in accordance with Section 1 of this Agreement; (iii) Subscriber’s use of the Service results in excessive bounce-backs, SPAM notices or requests for removal from mailing lists by recipients; or (iv) there are repeated complaints of Subscriber posting or uploading material that infringes or is alleged to infringe the copyright or trademark rights of any person or entity. Company will provide notice (which may be by email) of such suspension; and when commercially possible, will work in good faith with Subscriber to help Subscriber resolve the issue causing the suspension.
    6. Within thirty (30) days after the expiration or termination of this Agreement for any reason: (i) Subscriber shall destroy the original and all copies (including partial copies) of Company’s Confidential Information; and (ii) Company shall destroy Subscriber’s Confidential Information hosted on the Service. Subscriber’s Confidential Information stored on backup tapes or similar will be overwritten or deleted in Company’s ordinary course of business.
    7. The obligations of Sections 1.A (i) and (ii), 1.C, 1.D and 1.E, 5 (Nondisclosure), 7 (Indemnification) and 8 (Limitation of Liability), and 10 (Governing Law and Disputes) and 11 (General) will survive the expiration or termination of this Agreement.

     

  10. GOVERNING LAW AND DISPUTES
    1. This Agreement will be governed and construed in accordance with the laws of the State of Maryland exclusive of its choice of law provisions and WITHOUT THE APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. Any suit hereunder will be brought in the federal or state courts located in the State of Maryland, and Subscriber submits to the personal jurisdiction thereof. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Subscriber and Company agree that in the event of litigation, the prevailing party shall have the right to collect from the other party its reasonable costs and attorneys’ fees.
    2. Both parties agree to comply fully with all relevant laws, including the export laws and regulations relating to use of the Service in its place of business, regardless of country or jurisdiction. However, Subscriber’s use of the data supplied by the Service is at Subscriber’s own risk. Without limiting the foregoing, Subscriber will be solely responsible for usage of contact information (e.g. names, phone and facsimile numbers, e-mail addresses and physical addresses) in compliance with relevant laws and regulations. Subscriber may not: (i) send spam or unsolicited messages in violation of relevant laws, including concerning privacy, data protection, telemarketing, the CAN-SPAM Act or other commercial email laws, wireless domain suppression lists, and “Do-Not-Call” lists; (ii) send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights; or (iii) send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Company also reserves the right to use or disclose information provided if required by law or if Company reasonably believes that use or disclosure is necessary to protect Company’s rights and/or to comply with a judicial proceeding, court order, or legal process.
    3. Except for actions for non-payment, breach of confidentiality or indemnities under Section 7, no action, regardless of form, arising out of or related to this Agreement may be brought by either party more than 2 years after the accrual of the cause of action.

     

  11. GENERAL
    1. Any notice or other communication required or permitted to be made or given by either party pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given: (i) five business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or (iii) one business day after being sent by express courier service. All notices will be sent to the other party at its address as set forth on the Cover Page (in the case of Company, “Attn: Legal Department”) or at such other address as such party will have specified in a notice given in accordance with this Section 11.A. In addition, Company may provide notices to Subscriber electronically either via the Service or via any email address provided by Subscriber in connection with Subscriber’s account.
    2. Subscriber may not assign this Agreement without the written consent of Company , which consent shall not be unreasonably withheld or delayed.
    3. Subject to Section 11.B, this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
    4. The section headings contained herein are for reference only and shall not be considered substantive parts of this Agreement.
    5. If Subscriber is the U.S. Government or any agency or instrumentality thereof, the software provided pursuant to this Agreement is delivered with RESTRICTED RIGHTS only. The use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-19 Commercial Computer Software—Restricted Rights or DFAR 252.227-7013 Rights in Technical Data and Computer Software.
    6. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties shall substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties.
    7. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.
    8. Company and Subscriber are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
    9. This Agreement represents the entire agreement between Subscriber and Company with respect to the subject matter, superseding all previous oral or written communications, representations or agreements regarding such subject matter, including but not limited to any purchase order forms submitted by Subscriber (unless such purchase order is signed by Company), and Subscriber acknowledges that it has not relied on any representation that is not expressly set forth in this Agreement. Except as permitted herein, this Agreement may be modified only by a writing signed by both parties. Any Cover Page subject to these Terms of Use may be executed in counterparts, which together shall constitute a full and complete copy. Signatures on any such Cover Page transmitted by facsimile or electronic mail shall be deemed original signatures and have the same effect as original signatures.