Monitoring Services Appendix  – last updated: 15 September 2021

 

This Monitoring Services Appendix (“Appendix”) supplements the existing agreement in place between the parties (“Master Agreement”). Capitalized terms used but not defined in this Appendix have the meanings given in the Master Agreement. In the event of any conflict between this Appendix and the Master Agreement, this Appendix prevails.

 

1.       Definitions

Services” means the listening and monitoring services that Supplier provides to Customer.

 

2.       Service terms

2.1. Responsibility. Customer will comply with the Twitter Terms of Service, usually at https://twitter.com/tos, and the YouTube Terms of Service, usually at https://www.youtube.com/t/terms.

2.2. User protection. Customer will not: (a) knowingly display, distribute, or otherwise make Supplier Data available to any person or entity that it reasonably believes may use Supplier Data in a manner that would have the potential to be inconsistent with that individual’s reasonable expectations of privacy; (b) conduct research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use Supplier Data to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by Applicable Law; (d) without Supplier’s prior written consent, but subject to Applicable Law, display, distribute, or otherwise make Supplier Data available to any member of the US intelligence community or any other government or public-sector entity.

2.3. Removal of Supplier Data. A licensor or Applicable Law may require Supplier to remove personal data within any Supplier Data. In such cases, Supplier will notify Customer of the impacted Supplier Data that requires removal and Customer will promptly remove such data from its systems, whether during or after the Term.

2.4. Restrictions. Customer will not use the Supplier Data as evidence in legal proceedings, in political activities or for any public display including, but not limited to, marketing, advertising, endorsement, publicity, and educational exhibition.

2.5. Fees. Fees may be based on the parties’ agreed estimate of Customer’s usage. Supplier may conduct audits to determine Customer’s actual volume. If Customer’s audited volume exceeds the agreed estimate, Supplier will cease providing Supplier Data above such estimate.

2.6. Supplier Data license. Supplier grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free, license to use, download, copy, or otherwise remove Supplier Data from Supplier’s systems, in accordance with this Appendix.

2.7. Customer Data license. Customer grants to Supplier a non-exclusive, royalty-free license to process Customer Data for the purposes of providing the Services.

2.8. Availability. The Services will maintain an average availability of no less than 99.5%, as measured on a monthly basis, excluding downtime caused by (1) scheduled maintenance performed between the hours of 12:00 AM and 6:00 AM Eastern time; (2) emergency maintenance; and (3) Force Majeure (as defined in the Master Agreement). Access to the Services may be available during scheduled maintenance periods, but performance may be slower than normal.

2.9. Support. Customer will have unlimited access to Supplier’s online product support center.

 

3.      Broadcast Services terms

This Section 3 sets out additional terms applicable to broadcast media Services (“Broadcast Services”) and Supplier Data provided through the Broadcast Services (“Broadcast Content”).

3.1. Acceptable use. Customer and Users may: (a) search for and retrieve video and audio streams; (b) edit clips for storage on, and retrieval from, the third-party provider’s servers via the tools provided; (c) use the Broadcast Content only for Customer’s internal, professional use and the purposes of private, non-commercial criticism, comment, news reporting, teaching, scholarship, or research; (d) distribute the Broadcast Content only within Customer’s organization in digital copy or link distribution through e-mail, as permitted by the third party’s software; (e) not publicly distribute, broadcast, transfer, display, or otherwise publicly exhibit any part of the Broadcast Content by any means, including posting clips to a public website on the Internet; (f) not resell, redistribute, download, or store Broadcast Content, other than as permitted in this Section; and (g) not create derivative works from, copy and paste links, resell, reverse engineer or otherwise redistribute to third parties the Broadcast Content or the third party’s software. Customer and Users must use best efforts to prevent unauthorized copying or distribution of the Broadcast Content.

 

4.      LexisNexis Content terms

This Section 4 sets out additional terms applicable to LexisNexis content accessed via the Services (“LexisNexis Content”).

4.1. LexisNexis Content. Any LexisNexis Content is subject to the LexisNexis Terms and Conditions, usually at http://www.lexisnexis.com/terms/general.aspx or such other terms that Customer has entered into with LexisNexis directly.

4.2. Quickshare. If Customer subscribes to Quickshare, Customer may publish or distribute LexisNexis Content internally to the number of recipients listed on the Order through daily newsletters, email transmission, and/or through Customer’s intranet. For purposes of this paragraph, “internal” includes Customer and its affiliates.

 

5.      Canadian Content terms

This Section 5 sets out additional terms applicable to Supplier Data sourced from Canada (“Canadian Content”) accessed via the Services.

5.1. Canadian Content. Any Canadian Content is subject to the terms usually at http://cnw.en.mediaroom.com/cnw-content-licensing-terms.

 

6.      UK Users

This Section 6 sets out additional terms applicable to content from the Newspaper Licensing Agency (“NLA”) or Copyright Licensing Agency (“CLA”) accessed via the Services by Users in the UK (“NLA or CLA Content”).

6.1. NLA and CLA Content. If Customer provides Users in the UK with access to content from the NLA or CLA, then Customer will: (a) obtain a license for any NLA or CLA Content accessed using the Services directly from the NLA or CLA as applicable for such UK Users; (b) unless licensed by the NLA or CLA, not further reproduce, copy, distribute, display, sell, publish, broadcast, circulate, deliver or transmit NLA or CLA Content either internally or to any third party (with the exception of licensed Public Relations Consultancies and/or Trade/Professional Associations) so as to infringe the intellectual property rights vested in the NLA or CLA, as applicable; (c) not remove, conceal or alter any copyright notices contained on or within the NLA or CLA Content as accessed or delivered; (d) not store NLA or CLA Content in electronic form as part of any library or archive of information other than within the Services; and (e) provide a statement when requested by Supplier setting out the number of permitted Users within Customer’s organization in the UK.