MEDIAgility Terms & Conditions

Welcome. This agreement governs your use of the PR Newswire global media database service, known as MEDIAgility (the "Service"). The term "you" refers to the person that subscribes to and/or uses the Service, including a company's designated users. As part of the Service, PR Newswire Europe Limited ("PR Newswire") will provide you with use of and access to the Service. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement. If you are subscribing to the Service, your subscription is on a concurrent user basis. The Service may only be accessed by those persons for whom a subscription or usage fee has been paid.

Non-Transferable License. In consideration for your subscription or usage fee, as applicable, PR Newswire grants to you a non-exclusive, nontransferable 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 or user fee, as applicable, with thirty (30) days prior notice and only at the time of renewal, and you will be invoiced for any additional fees. All rights not expressly granted by PR Newswire to you are retained by PR Newswire.

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 PR Newswire 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, news releases, logos, images or material that you may post or send to be used in connection with the Service ("User Data"). All User Data and such information provided by you shall not be amended or modified by PR Newswire without prior written consent from you, should PR Newswire publish any modified User Data or information without such consent then PR Newswire shall become liable for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of the User Data to the extent of PR Newswire's modifications or amendments. 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, provided that such modifications etc have been agreed and confirmed in writing by you.

Limitations. You will comply with rules and regulations that PR Newswire 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 governmental 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 PR Newswire; (ii) will not be retained in computer memory or in a database(s); and (iii) will not be stored, accessed, distributed or otherwise used by you in any manner upon expiration or termination hereof. This obligation shall survive the expiration or termination of this Agreement.

Password and Security. When you become a subscriber, you will select a 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 required 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.

Length of subscription and termination. The term of this Agreement shall be governed by the account type you elect and shall continue until you cease using the Service. In the event you have purchased a subscription to the Service, the Agreement will be renewed automatically for one (1) year or one (1) month periods, as applicable, thereafter. PR Newswire, 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. PR Newswire may terminate this Agreement for any reason upon thirty (30) days notice to you. In no event will you receive a pro rata refund for payments made hereunder if this Agreement shall terminate for any reason, except to the extent such termination is due to PR Newswire terminating this Agreement without cause. Upon termination of an account, your right to use such account and the Service 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. Upon expiration of this Agreement, 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. 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 Agreement. 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.

Subscriber Support Services. From time to time PR Newswire will advise you of our support policies. PR Newswire reserves the right to change or discontinue our 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 its 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. OTHER THAN AS SET OUT IN THIS AGREEMENT, THE SERVICES AND ANYTHING, WHETHER TANGIBLE OR OTHERWISE, ARISING FROM OR RELATING TO THE SERVICES 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 NON-INFRINGEMENT.

NOTHING ON THIS AGREEMENT EXCLUDES OR LIMITS PR NEWSWIRE'S 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 SERVICE IS TO STOP USING THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PR NEWSWIRE OR YOU BE LIABLE TO THE OTHER 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 SERVICES PROVIDED HEREUNDER 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 OR FAILURE 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 NONPERFORMANCE 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 PR NEWSWIRE 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. You shall indemnify us and hold PR Newswire , its parents, affiliates and subsidiaries and their respective officers, directors, employees, agents and its third party vendors 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 Services; (b) account information, User Data or other information transmitted or stored through or on the Services; or (c) acts or omissions in connection with either (a) or (b) above.

Miscellaneous. You are responsible to pay any sales, value added or use tax imposed as set out in this Agreement. Notices hereunder shall be sufficient if sent by electronic mail to the address specified by you on the Order Form and the address specified by us on our website. This Agreement will be governed by the laws of England and Wales and the parties hereby agree to submit irrevocably to the exclusive jurisdiction of the English courts. Any distribution services in connection with the Service shall at all times be subject to PR Newswire's standard Terms and Conditions, previously separately agreed to by you.