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Third Party Terms and Conditions

 


Acquia Inc. (Webhosting Services)

Neither Customer nor any of its affiliates shall: (a) use the Services, or knowingly allow unaffiliated third parties to use the Services, to send, store, publish, post, upload or otherwise transmit any Harmful Code (as defined below); (b) use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services, or knowingly allow any third party to do so; (c) interfere with or disrupt the integrity or performance of the Services, or knowingly allow unaffiliated third parties to do so; and/or (d) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services, or knowingly allow unaffiliated third parties to do so. “Harmful Code” means any: (i) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (ii) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person or entity, or otherwise deprive a person or entity of its lawful right to use such software. Acquia monitors all use of the Services for security and operational purposes. Acquia is entitled to suspend Customer’s and any website visitor’s access to the Services if: (a) Acquia, in good faith, believes that Customer’s or such visitor’s access to or use of the Services represents a direct threat to Acquia’s network operations; (b) is reasonably necessary to prevent unauthorized access to Customer’s or other customers’ or partners’ data; (c) to the extent necessary to comply with applicable law; and/or (d) Acquia, in good faith, believes that Customer or any of its affiliates is in violation of any of (a)–(d) in the paragraph above.


Acquire Media Ventures Inc.

Exhibit A – Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR VIEWING THIS CONTENT. By using or viewing this content, you signify your assent to these terms of use. If you do not agree to these terms of use, do not use or view this content.

§1. Ownership. End-User agrees that Acquire Media Corporation ("Acquire Media”) and its media providers retain all proprietary right, title or interest, including copyright, in the stories, articles or other material, including but not limited to text, images, and other multimedia data, that Acquire Media provides as part of Licensee's Services (the “Content").

§2. Restrictions on Use. End-User agrees that it will not copy nor license, sell, transfer, make available or otherwise distribute the Content to any entity or person. End-User shall use its best efforts to stop any such copying or distribution immediately after such use becomes known. The license granted hereunder is limited to display and retrieval of news stories on End-User's desktop. By way of illustration and not limitation, the license shall not cover systems or applications that enable any program (including without limitation algorithmic trading programs), data mining, text mining, or trend analysis function, and End User shall have no right to distribute the Licensed Content via email, instant messaging (other than limited portions on an occasional basis in the normal course of business in communications with other employees and/or securities professionals), a customer Intranet, personal digital assistants, wireless application protocol, or short message service or radio system.

§3. No Warranty. The Content is provided "as is." ACQUIRE MEDIA AND ITS MEDIA PROVIDERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, THE CONTENT AND ALL PERFORMANCE HEREUNDER. Acquire Media and its media providers make no warranties regarding the completeness, accuracy or availability of the Content.

§4. Limitation of Liability. In no event shall Acquire Media or its media providers be liable to End-User or any other person or entity for any direct, indirect, special, exemplary or consequential damages, including lost profits, arising under this Agreement or from performance thereunder based in contract, negligence, strict liability or otherwise, whether or not they or it had any knowledge, actual or constructive, that such damages might be incurred.

§5. Indemnification. End-User shall indemnify and hold harmless Acquire Media and its media providers against any claim, damages, loss, liability or expense, including attorneys fees, arising out of End-User's use of the Content in any way contrary to this Agreement.

§6. Beneficiaries of this Agreement. The rights and limitations in this Acquire Media End-User Agreement are for the benefit of Acquire Media and its media providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.


Arkadin, Inc.

These standard terms and conditions (“STC”) apply to all services (the “Services”) provided to the Client by ARKADIN, Inc. and its affiliates (collectively referred to as “ARKADIN”).  “Client” means a natural person or legal entity which contracts with West, LLC (“West”) or one of its affiliates to receive the Services.

1. Client’s Obligations

The Client shall:

  1. be responsible for ensuring that its own systems and equipment comply with the technical requirements (as ARKDAIN may notify the Client from time to time) that are necessary to use the Services; provided, that ARKADIN shall provide reasonable advance notice of such technical requirements;
  2. use the Services in accordance with all reasonable directions given by ARKADIN from time to time for security purposes;
  3. only provide content and data (“Client Data”) to ARKADIN in connection with the Service in accordance with all applicable local laws and regulations and ensure that it has all necessary rights, licenses and permissions to provide such Client Data to ARKADIN;
  4. obtain any end-user authorizations necessary to use of the Services before using the Services;
  5. restrict knowledge of all telephone access numbers, PIN Codes, logins, passwords and personal identification numbers used in connection with the Services to authorized users of the Services and generally safeguard such information to ensure that there is no unauthorized use of the Services;
  6. notify West of any unauthorized use (or suspected unauthorized use) of the Services about which it becomes aware;
  7. refrain from knowingly using the Services in any manner that is illegal or fraudulent;
  8. refrain from reselling the Services or otherwise generating income from the Services; and
  9. authorize ARKADIN, solely for the purpose of providing the Services to host, record, copy, cache and display Client Data.

2. Limitation of Liability

EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IF ARKADIN IS FOR ANY REASON HELD LIABLE TO THE CLIENT, INCLUDING IN CONTRACT OR IN TORT, ARKADIN’s MAXIMUM AGGREGATELIABILITY SHALL NOT EXCEED THE ACTUAL FEES PAID BY WEST TO ARKADIN FOR THE ARKADIN SERVICES USED BY THE CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM AND SUCH LIABILITY SHALL BE IN AGGREGATE AND NOT PER INCIDENT.

NEITHER THE CLIENT NOR ARKADIN SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES, TRADES OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

3. Intellectual Property

The Client agrees that all right, title and interest in any confidential know-how, trade secrets, graphics, logos and trade names used by ARKADIN in providing the Services (the “Intellectual Property Rights”) are, and will remain, the property of ARKADIN and nothing in this STC or ARKADIN’s performance will be deemed to transfer to the Client any such Intellectual Property Rights of ARKADIN. The allocation of access numbers, PIN Codes, logins, passwords, personal identification numbers and telephone numbers shall not involve any transfer of ownership to the benefit of the Client.  ARKADIN acknowledges and agrees that, as between ARKADIN and the Client, all right, title and interest in and to the Client Data shall remain the sole and exclusive property of the Client.

4. Data Privacy

Terms used in this provision are as defined in the Data Protection Directive (95/46/EC). The Client shall be the controller and ARKADIN shall be the processor in respect of any personal data contained in Client Data processed by ARKADIN in providing the Services. ARKADIN will only process this personal data to the extent necessary to deliver the Services and in accordance with the instructions of the Client. At all times both ARKADIN and the Client will comply with their respective obligations under applicable data protection and privacy legislation.

5.  Bribery Laws

In connection with the Services, neither ARKADIN nor the Client shall engage in any unlawful trade practices or any other practices that are in violation of the Foreign Corrupt Practices Act of 1977 (FCPA), as amended, or any other law that prohibits bribery or similar activity.

Each of ARKADIN and the Client shall ensure that (i) it will not, directly or indirectly, seek, receive, accept, give, offer, agree or promise to give any money, facilitation payment, or other thing of value from or to anyone (including but not limited to government or corporate officials or agents) as an improper inducement or reward for or otherwise on account of favorable action or forbearance from action or the exercise of influence; and (ii) it will  establish appropriate safeguards to protect itself from  such prohibited actions.


Australia Stock Exchange (ASX)

End Users (a) may use the information solely for their own internal business purposes. Subscribers or End Users must not transfer or publish to third parties all or part of the Information except where allowed to do so under this Agreement or with ASX prior written permission; (b) must recognise the IP rights and ASX rights, and those of ASX’s suppliers’, to legal remedies in respect of the Information; and (c) agrees: 

(i) not to allow any person other than an end user to access the Information;(ii) to ensure each end user is issued with a unique user identifier and password, or other security device fit for the purpose as part of an approved Access & Entitlement System, and ensure that these unique users IDs and passwords are not shared with other end users or any unauthorised person; (iii) not to use the information for an illegal purpose or a purpose not authorised under this Agreement; (iv) to maintain all records and provide all information required to meet CS’s record keeping, reporting and payment obligations to ASX including, without limitation, to provide a list of locations in which Information is received and to report monthly the number of devices used to access the information or the number of end users accessing the Information (as applicable to the Subscriber Firm); (v) to allow ASX, or its authorised representative, to enter upon the subscribers’ premises and audit CS’s subscribers’ systems, records and usage of the information;(vi) not to make any claim or commence any proceedings directly against ASX;(vii) to obtain and provide any consents needed for ASX or its representative, to review and receive personal data, where necessary, for the purpose of verifying compliance with CS’s obligations to ASX; and (viii) to keep confidential any and all Confidential Information and not disclose to any third party without ASX’s prior written consent.


Comtex News Network, Inc.

Third Party Partner/End-User Agreement.  Distributor shall obtain acknowledgement and consent (via End User's use of Distributor's Services) to the provisions substantially similar to the provisions of Exhibit B to this Agreement.

Exhibit B

Comtex End-User Agreement Provisions

1. Ownership. End-User agrees that Comtex News Network, Inc. ("Comtex'') and its information providers retain all proprietary right, title or interest, including copyright, in the stories, articles or other material, including but not limited to text, images, and other multimedia data, that Comtex provides as part of Distributor's Services (the "Content").

2. Restrictions on Use. End-User agrees that it will not copy nor license, sell, transfer, make available or otherwise distribute the Content to any entity or person. End-User shall use its best efforts to stop any such copying or distribution immediately after such use becomes known.

3. No Warranty. The Content is provided "AS IS." COMTEX AND ITS INFORMATION PROVIDERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, THE CONTENT AND ALL PERFORMANCE HEREUNDER. Comtex and its information providers make no warranties regarding the completeness, accuracy or availability of the Content.

4. Limitation of Liability. In no event shall Comtex or its information providers be liable to End-User or any other person or entity for any direct, indirect, special, exemplary or consequential damages, including lost profits, arising under this Agreement or from performance there under based in contract, negligence, strict liability or otherwise, whether or not they or it had any knowledge, actual or constructive, that such damages might be incurred.

5. Indemnification. End-User shall indemnify and hold harmless Comtex and its information providers against any claim, damages, loss, liability or expense, including attorneys fees, arising out of End-User's use of the Content in anyway contrary to this Agreement.

6. Beneficiaries of this Agreement. The rights and limitations in this Comtex End-User Agreement are for the benefit of Comtex and its information providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.


Critical Mention, Inc.

§2.4 & EXHIBIT E

PARTNER SERVICE AGREEMENT TERMS

The broadcast monitoring service (the "Service") provides you the ability to search and access broadcast transcripts, and digitized broadcast television clips and radio clips (the "Content").  You agree to review, download, copy, edit, distribute and otherwise use the Content for internal, research purposes only, or, in the event that you are an agency, for the internal, research purposes of your clients.

Other than as expressly permitted herein, you shall not:

(i) copy, edit, display, exhibit, perform, distribute, transmit , publicly display, post to a company intranet or public website or otherwise use the Content, in whole or in part in any way;

(ii) copy, license, sell, resell, transfer access to, or otherwise redistribute or make the Service available to any person other than your authorized end users;

(iii) alter, obscure, remove, change, obliterate or separate any identification, copyright, trademark, confidential or proprietary notices from the Service or the Content;

(iv) copy any data, information, software or materials available through the service or develop any derivative works thereof;

(v) attempt to gain unauthorized access or permit or enable unauthorized parties to access or use the Service or the Content;

(vi) alter, decipher, decompile, disassemble or reverse engineer any of the software or other code comprising the Service.

Any use not expressly granted herein is strictly prohibited.  Additional rights to the Content, must be obtained from the rights owner directly.

You agree to use reasonable efforts to prevent unauthorized copying, display, or distribution of the Content, and unauthorized access to the Service.

You shall comply with all laws and regulations applicable to your use of the Services.

You acknowledge that the Service is powered by a third party provider, and accordingly such provider shall be deemed an intended third party beneficiary of these terms of service and shall have the right to enforce the terms and conditions contained herein.


Dgap mbH

Art. 3, §1.  Saving the news in databases or any forwarding of the news to third parties in a commercial context or for commercial purposes is not allowed without the written permission of Deutsche Gesellschaft  für  Ad-hoc-Publizität mbH.


Dow Jones & Company, Inc.

§1.2 User Agreement. Distributor must make the use of the Service by Users, including any use of the Dow Jones Content displayed in the Service, subject to a User agreement that adequately warns Users against copyright infringement of the Dow Jones Content, that contains disclaimers of warranties and limitations on Dow Jones' liability comparable in all material respects to those contained in these Terms and Conditions, and that complies with all applicable laws, regulations, and rulings.

§6. DISCLAIMER. DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THE DOW JONES CONTENT, THE CONTENTS THEREOF, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, AT THE DISTRIBUTOR'S AND ANY USER'S OWN RISK. WITH RESPECT TO THE DOW JONES CONTENT, EACH PART OF IT AND ITS PROVISION, DOW JONES DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, CONDITIONS, UNDERTAKINGS OR WARRANTIES, IN EACH CASE EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, ACCURACY, COMPLETENESS, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR ANY CONCERNING THE DOW JONES CONTENT BEING ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. IN PARTICULAR, BUT WITHOUT LIMITATION, THE DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT NONE OF THE DOW JONES CONTENT, ANY PART OF IT AND ITS PROVISION CONSTITUTES ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, ENDORSEMENT OR ARRANGEMENT, AND NONE OF THE SAME SHOULD NOT BE RELIED UPON BY ANY PERSON FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTMENT DECISION.

§7. LIMITATION OF LIABILITY. DOW JONES AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (COLLECTIVELY, THE, "DOW JONES PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO DISTRIBUTOR, ANY USER, OR ANY OTHER PARTY, FOR ANY OF THE FOLLOWING TYPES OF LOSS: ANY LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOST PROFITS, LOSS OF ANTICIPATED SAVIN GS, LOST REVENUES, OR LOSS OF REPUTATION OR GOODWILL; ANY INDIRECT OR CONSEQUENTIAL LOSS; OR ANY SPECIAL, INCIDENT AL, PUNITIVE, AND/OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES") HOWSOEVER ARISING, WHETHER OR NOT CHARACTERIZED IN TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY, CONTRACT, OR OTHER BASIS OF LIABILITY, EVEN IF ANY OF THE DOW JONES PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, ANY OF THE EXCLUDED DAMAGES. EXCEPT AS PROVIDED HEREIN, IN NO EVENT WILL THE LIABILITY OF THE DOW JONES PARTIES ARISING OUT OF, OR IN CONNECTION WITH, ANY CLAIM RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS FORMATION OR TERMINATION) OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY DISTRIBUTOR HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. WHERE REQUIRED BY APPLICABLE LAW, NOTHING IN THIS AGREEMENT WILL BE EFFECTIVE, OR PURPORTS, TO LIMIT OR EXCLUDE THE LIABILITY OF THE DOW JONES PARTIES FOR FRAUD (INCLUDING WITHOUT LIMITATION FRAUDULENT MISREPRESENTATION) AND/OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.  IF ANY APPLICABLE AUTHORITY HOLDS ANY TERM (IN WHOLE OR IN PART) OF THIS AGREEMENT TO BE UNENFORCEABLE, THEN THE DOW JONES PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

For Dow Jones Institutional News Service (Newswire)

Users (you) understand and agree (i) that Dow Jones Newswires data (“Data”) is the property of Dow Jones and Company, Inc.; (ii) not to alter any copyright notices and branding appearing on or with the Data or take any action in contravention of such copyrights; (iii) Dow Jones does not make any and hereby specifically disclaims all representations, endorsements, guarantees, conditions, undertakings, or warranties, express or implied, by statute or otherwise, including, without limitation, any of, merchantability, fitness for a particular purpose, satisfactory quality, accuracy, timeliness or non- infringement; (iv) if you are an individual, you agree not to store, copy, reproduce, modify, distribute, transmit, display, perform, publish, transfer, create derivative works from, broadcast or circulate any Dow Jones content to anyone, including but not limited to others in the same company or organization, without the express prior written consent of Dow Jones; if you are an entity, you agree not to permit access to the Dow Jones content by anyone other than an employee of you; (v) that we may provide to Dow Jones the following information for each designated user: such active user’s name, Company name and location, period of access, username and email address and period of Information access through our services; and (vi) that you will comply with all applicable laws, regulations, and rulings.


FTSE International Limited

The Licensee must ensure that the following terms (at a minimum) are incorporated into an agreement with, or terms of use binding upon, each End User: 

(1) All End Users shall only be permitted to view the Data internally. No other use of the Data shall be permitted. 

(2) For the avoidance of doubt (but without limitation to the foregoing): 

(a) the End User shall not copy, store, sell, license, distribute, transmit or duplicate to any third party or to any person (including within the End User's organisation) any Data or any part thereof in any form or by any means; 

(b) the End User shall not derive, recalculate, combine with other data or otherwise modify the Data, create history and/or distribute such derived, recalculated, combined or modified Data or history to any third party; 

(c) the End User shall not make the Data available on any website or in an application, or to the public via the internet or otherwise; (d) the End User shall not use the Data for the purpose of: 

(i) creating and/or operating (whether by itself or by any third party) any financial product, index, or service which seeks to match the performance of or whose capital and/or income value is related to the Data or any part thereof; 

(ii) creating and/or operating (whether by itself or by any third party) any financial product, index or service the performance of which is linked to the performance of a third party's product, index or service which, in turn, seeks to match the performance of or whose capital and/or income value is related to the Data or any part thereof (and whether or not such third party is licensed by the Licensor to do so); or 

(iii) generally exploiting the Data in a manner designed to benefit the End User or any third party (including the creation of any product or service). 

(e) take a snapshot of any Real Time or Delayed Data or designate or refer to any Index Values within such Data as being an end of day value or closing price; 

(f) the End User shall not use the Marks or remove any copyright or proprietary notices incorporated into the Data and the End User shall acknowledge that the Licensor and/or any relevant third party information providers are the owners of the intellectual property rights in and relating to the Data; 

(g) the End User shall not use the Data in any way or for any purpose that would require a separate licence from the Licensor or any other person; and 

(h) the End User shall not permit, or purport to permit, any third party to do any of the foregoing.


HKEX Information Services Limited

§2.4 The Licensee will incorporate the following disclaimer notice (or a disclaimer notice to equivalent effect) into all contracts with Subscribers that are required to have a subsisting contract with the Licensee:

"HKEx INFORMATION SERVICES LIMITED, ITS HOLDING COMPANIES AND/OR ANY SUBSIDIARIES OF SUCH HOLDING COMPANIES ENDEAVOUR TO ENSURE THE ACCURACY AND RELIABILITY OF THE INFORMATION PROVIDED BUT DO NOT GUARANTEE ITS ACCURACY OR RELIABILITY AND ACCEPT NO LIABILITY (WHETHER IN TORT OR CONTRACT OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM ANY INACCURACIES OR OMISSIONS."

§ 4.3.1 no subscriber shall, without the prior written approval of HKEx-IS (such approval not to be unreasonable withheld) disseminate the Information or any part thereof to any other person;

§ 4.3.2 no subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;

§ 4.3.3 no subscriber shall use the information or any part thereof other than in the ordinary course of its own business (which shall not include the dissemination of Information to third parties); and

§ 4.3.4 no Subscriber shall use the Information or any part thereof to establish (directly or indirectly), maintain or provide or to assist in establishing, maintaining or providing an Off Market.


Kantar Media

The media monitoring and headline translation services (“Service”) provides you with the ability keep on top of your coverage and profile across social media as well as mainstream news. You agree to review, download, copy, edit, distribute and otherwise use the Content for internal, research purposes only, or, in the event you are an agency, for the internal, research purposes of your clients. 

Other than as expressly permitted herein, you shall not: 

(i) copy, edit, display, exhibit, perform, distribute, transmit , publicly display, post to a company intranet or public website or otherwise use the Content, in whole or in part in any way; 

(ii) copy, license, sell, resell, transfer access to, or otherwise redistribute or make the Service available to any person other than your authorized end users; 

(iii) alter, obscure, remove, change, obliterate or separate any identification, copyright, trademark, confidential or proprietary notices from the Service or the Content; 

Any use not expressly granted herein is strictly prohibited. You agree to use reasonable efforts to prevent unauthorized copying, display, or distribution of the Content, and unauthorized access to the Service. 

The Services supplied herein are an aggregation of news and information from various external sources. Kantar Media does not verify the accuracy or completeness of such information and the Customer should not act or rely upon any information provided without undertaking its own evaluation of the reliability of, and/or the views expressed in, the Content. 

Kantar Media does not endorse any Content and may provide links to third party sites as part of the Services only as a matter of convenience, and in no event shall Kantar Media monitor or be responsible for any content, products, representations or other materials on or available from such sites.


LEXISNEXIS - A DIVISION OF RELX INC.

Customer is required to sign a LexisNexis Subscription Agreement to allow access to LN Licensed Content. The agreement between Customer and LexisNexis is as follows and will be emailed from the Intrado team for signature:

The undersigned organization (“Customer”) has entered into an agreement with Intrado (“Company”) for access to LexisNexis Licensed Content on the Notified platform.  In connection therewith, Customer agrees that all access to and use of content made available by LexisNexis (“LN”), through (or in connection with) Notified shall be provided for media monitoring and evaluation purposes only and is subject to the terms and conditions provided in the General Terms and Conditions for Use of the LN Content (and updates thereof) available online at www.lexisnexis.com/terms/general (the “General Terms”).  Customer further agrees that the General Terms constitute and form a separate binding agreement between LN and Customer and that LN has the right to assert and enforce this Agreement, including the General Terms, directly on its own behalf.  LN’s consent to the terms of this Agreement shall be evidenced by providing Customer with the means to access LN Content.

LN expressly disclaims any and all liability with regard to Customer’s access to and use of any materials retrieved from third party websites (“Web Materials”) by and through Notified.  LN has not entered into a licensing agreement or linking agreement with the owners of the websites that provide Web Materials and makes no representation that it has the right to sublicense access to the Web Materials to Customer.  Customer’s use of the Web Materials including any distribution or redistribution thereof is solely at its own risk.  Customer will indemnify and hold LN and its affiliates and its and their employees, officers, and directors (“Covered Party”) harmless from any loss or damage suffered by a result of a third party claim brought against LN or another Covered Party as a result of Customer’s use of Web Materials. 

LN and Company are independent entities and neither is acting on behalf of, or has any right to bind, the other for any purpose or in any way.  LN shall not be responsible for any actions, operations or business of Company, including, without limitation, errors or omissions that may be introduced into LN Licensed Content by Company.  Customer agrees that it will not make any claim or take any action against LN for or in connection with the actions, activities, negligence, operations or business of Company.


London Stock Exchange

See Schedule A, Market Data Policies, which are incorporated herein by reference, available at: London Stock Exchange - Market Data Policies (Schedule A)


Mergent, Inc.

§2.2 User Agreement. Distributor shall ensure that the use of the Service by Users, including any use of the Mergent Content displayed in the Service, is subject to a User Agreement that adequately warns Users against infringement of the Mergent Content and contains disclaimers of warranties and limitations on Mergent's liability that are at least as protective of Mergent's rights as the provisions contained in this Agreement. The User Agreement shall be in a form and substance reasonably satisfactory to Mergent.

§2.9  Required Disclaimer. Distributor agrees to include the following in all user manuals (electronic or otherwise) supplied to Users:

"Certain financial information included in the Historical Securities Data is proprietary to Mergent, Inc. ("Mergent'') Copyright © 2005*. Reproduction of such information in any form is prohibited. Because of the possibility of human or mechanical error by Mergent sources, Mergent or others, Mergent does not guarantee the accuracy, adequacy, completeness, timeliness or availability of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITHY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall Mergent be liable for any indirect, special or consequential damages in connection with subscriber's or other's use of such information."

§7.  DISCLAIMER. DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THE MERGENT CONTENT, THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND MERGENT DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

§8. LIMITATION OF LIABILITY. Except for either party's gross negligence, willful misconduct or indemnification obligations; in no event shall either MERGENT AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS ("THE MERGENT PARTIES") OR DISTRIBUTOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND USERS (''THE DISTRIBUTOR PARTIES") BE LIABLE (JOINTLY OR SEVERALLY) TO EACH OTHER OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE MERGENT PARTIES OR THE DISTRIBUTOR PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY DISTRIBUTOR UNDER THIS AGREEMENT.


Morningstar, Inc.

Use and Distribution

(c)

Morningstar® Document Research and Morningstar® Data

(i) Certain of the information contained in the Corporate Solutions service: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Customer agrees that Corporate Solutions shall be entitled to include attribution and proprietary notices similar to the foregoing on Customer’s website where Morningstar® Data is used or displayed.

(ii) Users of the Corporate Solutions service may not use programs, bots, spiders or the like to programmatically search, extract and/or download the Morningstar information from the Corporate Solutions service. Any portion of the Morningstar information that is downloaded from the Corporate Solutions service may not be used for commercial purposes.

(iii) Clients who utilize the Morningstar information within any Corporate Solutions service may only utilize such information as outlined in their direct agreement with Corporate Solutions. Unless Clients have a direct agreement with Morningstar, they shall have no additional rights to use and/or distribute the information apart from the Corporate Solutions service which is providing such information.


NAVEX Global Inc.

These standard terms and conditions ("STC") apply to all services (the "Services") provided to the Customer by NAVEX Global Inc. and its affiliates (collectively referred to as "NAVEX"). "Customer" means a natural person or legal entity which contracts (the "Agreement") with West, LLC ("West") or one of its affiliates to receive the Services. NAVEX and Customer shall for the purposes of the STC each also be referred to as a "Party" and jointly the "Parties".

1.0   Third Party Beneficiary. For avoidance of doubt and notwithstanding anything to the contrary in the Agreement, NAVEX shall be an intended third party beneficiary under the Agreement and shall be entitled to receive the benefit of each provision and enforce each applicable provision against Customer to the same extent as West. This explicitly includes any Confidentiality, Indemnification, Limitation of Liability, or Infringement provisions of the Agreement.

2.0   Customer Representation and Warranty. Customer represents and warrants that it has the number of employees who will have access to the Services as indicated in the relevant Service Order subject to which the Services are provided to Customer. Customer shall notify West if there is a material change in the number of employees who will have access to the Services.

3.0   Restrictions on Use. Except as otherwise expressly permitted by NAVEX, Customer agrees not to (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Services or any portion thereof; (b) distribute, transfer, grant sublicenses, or otherwise make available the Services, product workbooks, or other technical documentation made available to Customer by NAVEX that describes the operation and/or functionality of the Services, and proprietary documentation (or any portion thereof) (collectively, "Technical Documentation"); (c) create modifications to or derivative works of the Services or Technical Documentation (or any portion thereof including the Services); (d) reproduce the Services or any portion thereof or any Technical Documentation made available to Customer; (e) use the Services in a manner not authorized under the Technical Documentation or in violation of any Applicable Law; or (f) use the Services, or permit them to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for external publication without NAVEX's prior written consent (except to the extent enforcement of the foregoing is prohibited by applicable law).

4.0   Mutual Warranty. Each Party represents and warrants that, as of the Effective Date of the Agreement, no claims of infringement regarding copyright, trademark, patent or any other intellectual property rights have been asserted against intellectual property provided by one Party to the other as may be required or permitted under the Agreement.

5.0   Warranties. NAVEX represents and warrants (i) the Service, as delivered and when used in accordance with the then current Technical Documentation, will perform in all material respects as specified in such Technical Documentation during the applicable Term; (ii) the Services will be performed in a professional and workmanlike manner; and (iii) NAVEX will not design its systems to include any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," "preventative routines," or other computer software routines.

6.0   EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THE STC OR SET FORTH IN A SERVICE ORDER, ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS AND NAVEX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, DELIVERABLES, MARKS OR NAVEX'S PERFORMANCE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. NAVEX EXPRESSLY DOES NOT WARRANT THAT THE SERVICES MEET THE SPECIFIC REQUIREMENTS OF ANY FEDERAL, PROVINCIAL, STATE OR LOCAL LAWS, REGULATIONS OR GUIDELINES.

7.0   Disclaimer of Legal Services. NAVEX is not engaged in the practice of law. In the provision of Services, certain issues may arise that are quasi-legal in nature. Any statements or assistance provided by NAVEX in these matters should be interpreted as opinions or advice concerning business issues to be considered in connection with the Services. Customer represents and warrants it is not relying upon NAVEX to provide legal services.

8.0   Infringement Remedies.

8.1   By Customer. Customer shall indemnify and hold harmless NAVEX and its directors, officers, employees and agents, in connection with, and defend or settle, at its option and expense, any third party claim or action and any costs, damages or expenses (including reasonable attorney's fees) arising from any such claim or action brought against NAVEX alleging that the Customer Data in whole or in part infringe a patent, copyright or other intellectual property rights. Customer shall have no liability to NAVEX to the extent that the alleged infringement is based upon the Services provided by NAVEX; provided that such use was authorized by NAVEX or was not otherwise in contravention of this Agreement. BETWEEN CUSTOMER AND NAVEX; THIS SECTION 8.1 STATES THE ENTIRE LIABILITY OF CUSTOMER, AND NAVEX'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT RELATED TO CUSTOMER'S SERVICES.

8.2   By NAVEX. NAVEX shall indemnify and hold harmless Customer and its directors, officers, employees, and agents, in connection with, and defend or settle, at its option and expense, any third party claim or action and any costs, damages or expenses (including reasonable attorney's fees) arising from any such claim or action, brought against Customer alleging that NAVEX's Services in whole or in part, as provided by NAVEX , infringe a patent, copyright or other intellectual property rights. If an infringement claim is made, NAVEX may, at its option and expense, and in addition to complying with the indemnity above: (a) replace or modify the Services so that they become non-infringing while providing equivalent performance; or (b) procure for Customer the right to continue using the Services. BETWEEN CUSTOMER AND NAVEX; THIS SECTION 8.2 STATES THE ENTIRE LIABILITY OF NAVEX, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OF ANY SERVICES.

8.3   Limitation on Indemnification for Application and Services. NAVEX has no liability to Customer if the alleged infringement is based upon: (a) the combination by Customer of the Services with any product not furnished or approved by NAVEX, provided that such alleged infringement would have been avoided but for such combination; (b) modification by Customer of the Services unless approved by NAVEX, provided that such alleged infringement would have been avoided but for such modification; or (c) use of the Services by Customer as part of an infringing process, provided that such alleged infringement would have been avoided but for such use as part of an infringing process

9.0   Indemnification. In addition to the indemnities provided above, Customer shall indemnify, defend, and hold harmless NAVEX and its directors, officers, employees and agents in connection with, and defend or settle at its option and expense, any third party claim or action, and any costs, damages or expenses (including payment of reasonable attorney's fees) arising or resulting from any such claim or action, brought against NAVEX arising from or relating to Customer's use of the Services, provided that such use is the cause of the third party claim.

10.0   Security. As a minimum standard in addition to what is indicated in the Agreement, NAVEX will implement no less than commercially reasonable and appropriate measures designed to secure Customer Data against accidental or unlawful loss, access, or disclosure. NAVEX will be responsible for ensuring the security and confidentiality of account names and passwords residing within its systems and while being received and processed by the Service for the purpose of permitting access thereto, and Customer is responsible for instructing its users on the confidentiality of account names and passwords. Customer agrees to promptly notify NAVEX if account names or passwords are lost, stolen, or otherwise compromised. Customer will not (i) breach or attempt to breach the security of the Services or of any network, servers, data, computers, or other hardware relating to or used in connection with the Services, or of any third party that is hosting or interfacing with any part of the Services; or (ii) use or distribute through the Services any software, files, or other tools or devices designed to interfere with or compromise the privacy, security, or use of the Service or the operations or assets of any other customer of NAVEX or any third party. Customer will comply with the user authentication requirements for use of the Services. Customer is solely responsible for monitoring the administration of access to and use of the Services by its users. Any failure by a user to comply with the Agreement shall be deemed to be a material breach by Customer, and NAVEX shall not be liable for any damages that Customer or any third party incurs resulting from such breach. Customer must immediately take all necessary steps, including providing notice to NAVEX, to affect the termination of an access identification for any user if there is any compromise in the security of that access identification or if unauthorized use is suspected or has occurred.


NLA MEDIA ACCESS LIMITED

Customer has obligations under applicable copyright law. In particular, without limitation, we recommend that you review the guidance issued by NLA Media Access Limited at www.nla.co.uk.

Intrado is licensed to act as a media monitoring agent, defined as an “MMO” by NLA Media Access Limited.

The Customer acknowledges that while it is the Customer’s sole responsibility to verify any need for such a license, and to obtain and maintain any such necessary licenses or permissions, Intrado will notify the Customer if it becomes aware of a need for a license to content provided as part of the Service and Intrado will assist in fulfilling such obligations if they arise.


Nuance Communications, Inc.

Customer hereby grants to Nuance a nonexclusive, nontransferable, limited license to use all content and materials supplied by Customer to Nuance under the terms and conditions of the Agreement to the extent necessary to perform the Services. 

Customer will not, directly or indirectly, (a) submit any automated or recorded requests to the services; or (b) release to any third party the results of any benchmark testing of the Services. 

Customer grants Nuance the right to record or log calls or sessions and to use the data from the calls or sessions, each solely as required to provide the Services.


Regulatory News Service (RNS) TM / London Stock Exchange

§3.2: Customer shall not redistribute, resell, or sublicense any data, information, and/or content (“Information”) from Regulatory News Service (LSE) (the “Exchange”), except as expressly permitted by Customer’s agreement with West, LLC or its affiliates. 

§16.1: Customer shall allow the Exchange and its agents and employees at all reasonable times on reasonable notice to have access to, and to inspect its operational controls, its accounts, records and other documents relating to the Service (in both hard copy and machine readable form), and permit the Exchange to take copies or extracts and on demand to supply copies to the Exchange, all for the purpose of the Exchange verifying that Customer’s usage of the Information is in accordance with the Agreement. These rights of inspection shall include reasonable access to Customer’s premises during business hours.


RR Donnelly (EDGAROnline)

§12. ….West, LLC must notify its users that use of the Data is restricted solely to its users' web site and may not be redistributed, copied or otherwise made available without the express written consent of EOL…. West, LLC shall display or cause to be displayed….a disclaimer that reads: "EDGAR Online, Inc. and the information providers herein make no claims concerning the validity of information provided hereby and will not be held liable for any use of this information. If information provide herein may be displayed and printed for your internal use only and may not be reproduced, retransmitted, distributed, disseminate, sold, published, broadcast or circulated to anyone without the express written consent of EDGAR Online, Inc."


Singapore Exchange Securities Trading Limited

§5  REDISTRIBUTION

…. Licensee shall not… permit any End User to reproduce, distribute, retransmit or disseminate all or any part of the Information Services without SGX's prior written consent. Unless otherwise agreed, such End User shall enter into a separate agreement with SGX which is similar to this Agreement before the Licensee may distribute the Information Services to such End User for redistribution….


Standard & Poor's Financial Services LLC

Each user (“Subscriber”) agrees that: 

Neither LICENSEE (your provider), S&P, their affiliates nor any third-party licensor shall have any liability for the accuracy or completeness of the information or software furnished through the Licensee Service, or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages; Either LICENSEE, S&P, their affiliates or third-party licensors have exclusive proprietary rights in any information and software received; Subscriber shall not use or permit anyone to use the information or software provided through the Licensee Service for any unlawful or unauthorized purpose; Subscriber is not authorized or permitted to furnish such information or software to any person or firm for reuse or retransmission without prior written approval of the source of such information or software; Access to the S&P Service(s) is subject to termination in the event that any agreement between LICENSEE and a provider of information or software distributed through the Licensee Service is terminated in accordance with its terms; and Each Subscriber agrees that its access is for it and/ or its employees only for their internal use for business purposes.


Thomson Reuters (Markets) LLC

From time to time, West, LLC’S customers may be required, as a condition of access or continued access to third party content that TR receives from third party providers, to comply with the terms required by a relevant third party provider. Those terms shall be legally binding on West, LLC’S customers. TR may provide notice of such Third Party Provider restrictions at www.thomsonreuters.com/3ptyterms. Some restrictions may be supplied to West, LLC’S customers within the third party content or directly by the third party provider. TR does not warrant that the restrictions on such website or in the third party content are accurate or complete. Third party providers may also have the right to require that TR terminate West, LLC’S customers’ access to such third party content.

West, LLC grants Customer a non-exclusive, nontransferable right to use Reuters Instrument Codes (“RICs”) solely for the purpose of accessing and identifying any Content sourced from Thomson Reuters and provided to Customer under the Agreement between West, LLC and Customer.


TVEYES

OWNERSHIP AND COPYRIGHT. TVEyes and its third party providers shall retain ownership of all rights in and to licensed broadcast and podcast content. Customer may not copy, license, sell, resell, transfer, distribute or otherwise exploit any of the foregoing and will use its best efforts to stop any unauthorized use thereof. The data provided is from proprietary sources and may be utilized for Customer’s internal research and analysis purposes only.


TWITTER

Intrado displays copies of Twitter content on the understanding that Customer complies with Twitter’s Terms of Service (TOS) located at http://twitter.com/tos. Twitter may revise these terms from time to time.

Intrado will immediately terminate Customer’s access to and continued retention of Twitter content upon notice by Twitter in the event that Customer is not in compliance with the Twitter TOS as applicable or is using the Twitter Content in a manner that is otherwise harmful to the Twitter Content, Twitter, its licensors, or its users, or any of the foregoing’s reputation.

Intado is duty-bound to inform Twitter if Customer is, or acts on the behalf of, any government-related entity (Government End User). Twitter has the right at anytime to prohibit Intrado from making Twitter content available to any new Government End User.

In no event shall Customer use, or knowingly display, distribute, or otherwise make Twitter content, or information derived from Twitter content, available to any Government End User whose primary function or mission includes conducting surveillance or gathering intelligence.

Third Party Terms and Conditions
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