Microsite Services Supplemental Terms and Conditions



1.1     For purposes of this Supplement, the following terms have the meanings ascribed to them below: 

“Content” refers to information, data or content of any kind posted, uploaded or submitted to Company by Customer or on Customer’s behalf as part of or in connection with the Service, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and urls.

“Customer’s MediaRoom” refers to the MediaRoom that has been customised for Customer pursuant to this Agreement.

“Design Elements” refers to Customer’s URL, design branding requirements (such as color codes), Customer’s Marks, any design assets, and any and all other information or content posted, uploaded or submitted by Customer to Company as part of or in connection with the Service. 

“Go Live” or “Launch Date” refers to the earlier to occur of (i) Customer’s email approval of the beta MediaRoom, or (ii) thirty (30) days from Company’s delivery of the beta MediaRoom pursuant to Section 2.1.

“Marks” refers to a party’s logos, trademarks, service marks and other indicia of source.

“MediaRoom” refers to a microsite customised, hosted and maintained by Company for Customer pursuant to this Agreement.  The term “MediaRoom” may refer to an IR Room, CauseRoom, MediaRoom Feed, MediaRoom News Release Archive or a MediaRoom.

1.2     Capitalised terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined.  Any capitalised term not defined in this Supplement, shall have the meanings set forth in the Order or the General Terms & Conditions.  All references to sections or section numbers in this Supplement refer to the sections of this Supplement, unless stated otherwise.

2.        THE SERVICES

2.1     Provision of the Service.  Subject to the provisions of this Agreement, Company shall provide the Service to Customer.  Company will notify Customer that its MediaRoom is ready for beta testing once Company has received and incorporated all Design Elements into Customer’s MediaRoom.

2.2     Access to the Service.  Customer hereby grants Company and its third party suppliers access to its MediaRoom from time to time as follows (i) to respond to technical issues and to ensure compliance with this Agreement; and (ii) to post a notice on Customer’s MediaRoom regarding certain third party Content posted on Customer’s MediaRoom (e.g., the timing, accuracy and similar issues relating to the Content).

2.3     Customer Obligations.

2.3.1  Customer shall assist and cooperate with Company as may be required for the performance of the Service, and shall:  (i) provide to Company all information, Content and Design Elements necessary for Customer’s MediaRoom; and (ii) review and approve Customer’s MediaRoom during beta testing.

2.3.2  Customer’s usernames and passwords shall (i) be accessible to Customer’s designated personnel for the sole and exclusive purpose of using the Service as permitted herein; and (ii) not be accessible to any other Customer personnel or to any third party without Company’s prior written permission.  Customer shall notify Company immediately if Customer becomes aware that a user account or the Service has or may have been breached or compromised in any way.


3.1     Customer License.  During the Term, Customer hereby grants to Company a non-exclusive, worldwide, royalty-free, perpetual, transferable, sub-licensable, irrevocable right and license to reproduce and display the Design Elements and the Content.

3.2     Company License.  During the Term and subject to the provisions of this Agreement, Company hereby grants to Customer a revocable, worldwide, royalty-free, personal, non-transferable and non-sub-licensable, right and license to use Customer’s MediaRoom solely for the purposes contemplated by this Agreement.  Except for Customer’s Content and Design Elements, Customer is granted no right, title or interest in or to the Service, and the Service and any related Company-supplied Marks and content are proprietary to Company or its third party suppliers. 


4.1     Customer represents warrants and covenants that:

4.1.1   it has obtained all third party clearances, permissions and licenses in connection with Company’s or a third party distributor’s exercise of the license granted in Section 3, or otherwise in connection with the Service;

4.1.2    it will adhere to all technical requirements for Customer’s MediaRoom;

4.1.3    Content will not (i) contain any obscene, libelous, slanderous or otherwise defamatory, false, misleading or otherwise unlawful material; (ii) violate any copyright, right of privacy or publicity or other right of any person; (iii) contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make any statements made therein, in the light of the circumstances under which they were made, not misleading; or (iv) contain any viruses or any Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros, or programs or links to macros, scripts, programs, or any other code that alters, destroys or inhibits the operation of, or infiltrates, computer systems or data run through such computer systems; and

4.1.4     it will comply with all applicable laws, rules and regulations in relation to its use of the MediaRoom, including with respect to intellectual property rights, hosting and creation of Content, privacy and data protection. 

5.         TERMINATION

Upon termination of an Order for any reason, Customer’s right to use Customer’s MediaRoom shall immediately cease, and all usernames and passwords shall be revoked and deactivated. 

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.

[Rev. January 2015]