Profnet Services Supplemental Terms and Conditions

PROFNET SERVICE SUPPLEMENT*

1.       DEFINITIONS

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, delivered, uploaded or submitted by Customer or on Customer’s behalf 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.

“Expert” refers to an individual who responds to a Query.

“Journalist” refers to a person or entity who registers with the Service as a news reporter, blogger, or other media source.

“Query” refers to a request for information submitted to the Service by a Journalist.

“User” refers to the users or the entities designated in the Order.

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 terms and conditions of this Agreement, Company shall provide the Service to Customer. 

2.2     Access to the Service.  Use of the Service is strictly limited to Users.  Each User shall be granted access to the Service via an assigned user account.  User accounts shall be assigned to the individual(s) identified in the Order or otherwise designated by Customer in writing.  User accounts may be reassigned by Customer by written request; provided that no user accounts may be reassigned more than once every three months.  No User shall provide access to his/her assigned username or password to any other User or 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.

2.3     Content.   Subject to Section 7.5 of the General Terms and Conditions: (i) Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Content that it submits, posts, emails or otherwise makes available through the Service, including any Content contained in a profile, or in a Query response or other communication to a Journalist in connection with the Service; and (ii) Company shall have no liability to or through Customer for Content, including (a) any deletion of; (b) loss of; or (c) failure to store or timely transmit, any Content in whole or in part, whether caused by human error, mechanical or electronic failure, or any other cause. 

2.4     Journalists & Queries.  Customer shall contact Journalists only through the channels specified by the Journalist or by Company.  Users may share Queries only with those employees or other personnel of Customer necessary for Customer to respond to relevant Queries. 

2.5     Subject to Section 7.5 of the General Terms and Conditions: (i) Company does not verify the identity or credentials of or endorse any Journalist; (ii) Company shall not be responsible for (a) the content of Queries submitted by a Journalist; or (b) for any other act or omission of a Journalist; and (iii) Company shall have no liability to or through Customer for the transmission of Queries, including (a) any deletion, (b)  loss of, or (c) failure to store or timely transmit, any Query to Customer, whether caused by human error, mechanical or electronic failure, or any other cause.

3.        PROPRIETARY & OTHER RIGHTS

3.1     Company or its licensors retain all right, title and interest in and to the Service including all intellectual property rights adhering thereto, and except for those rights expressly granted to Customer, no proprietary rights or licenses are granted to Customer, by implication or otherwise. 

3.2     Customer retains all right, title and interest in and to its Content including all intellectual property rights adhering thereto, subject only to the rights granted to Company under this Agreement.

3.3     Customer grants to Company a worldwide, perpetual, irrevocable, transferable, royalty-free and sub-licensable right and license to copy, store, reproduce, distribute and archive any Content or other information that is transmitted through, generated by or collected from the Service as it deems necessary (i) to provide the Service; (ii) for its business purposes (e.g., to evaluate and analyze the User experience); (iii) to comply with the law or legal process; (iv) to enforce this Agreement; (v) to respond to claims that any Content violates the rights of third parties; or (vi) to protect the rights, property, or personal safety of Company personnel, other customers or the public.

4.        REPRESENTATIONS & WARRANTIES

4.1     Customer represents, warrants and covenants that:

4.1.1            each User and each Expert shall be of legal majority age (i.e., 18 years of age or older in most jurisdictions);

4.1.2            Customer shall use the Service and the Queries solely for Customer’s internal business purposes and not as a service bureau or for any other commercial purpose and Customer shall not resell, barter, exchange, lease or otherwise redistribute or the Service or the Queries or make the Service available through any media to any third party without the express prior written consent of Company; and

4.1.3            it will comply with all local and international laws, rules and regulations applicable to Customer’s use of the Service, including the terms of use, guidelines or other rules applicable to the Service that may be implemented by Company from time to time.

4.2     Customer represents, warrants and covenants that it and its Users will not:

4.2.1            use the Service to (i) publish, post, or distribute any Content that is unlawful, infringing, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable; or (ii) create or populate an email list to distribute unsolicited, mass-distributed messages;

4.2.2            intercept or attempt to interfere with a third party’s use of the Service, or otherwise corrupt a third party’s use of the Service;

4.2.3            stalk, threaten, harass, coerce or abuse a Journalist or a third party or violate a Journalist’s or a third party’s right of privacy, right of publicity, copyright or other proprietary right;

4.2.4            forge headers or otherwise manipulate identifiers in order to disguise or falsify the origin of any communication sent through the Service;

4.2.5            impersonate any person or entity, falsify the identity or credentials of any its Experts, or falsely state or otherwise misrepresent an affiliation with a person or entity;

4.2.6            upload, post, email or otherwise transmit any Content that it does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

4.2.7            contact a Journalist other than through the channels specified; 

4.2.8            share a Query with a third party (other than its own Experts), including posting the Query to a website or listserv;

4.2.9            send attached files via email to a Journalist without the Journalist’s consent; 

4.2.10         appropriate any idea or concept that is a part of a Query;

4.2.11         respond to a Query with pitches that have little or no relevance to the Query;

4.2.12         disassemble, decompile or reverse engineer the Service; and

4.2.13         introduce into the Service any viruses, 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. 

5.        TERMINATION

5.1     Company reserves the right, with or without notice to Customer, to remove objectionable Content from the Service or to suspend or terminate the Service if Company determines in its sole judgment that Customer or its Users have violated any provision of this Agreement.

5.2     On expiration or termination of this Agreement for any reason, the rights and access granted to Customer pursuant to Section 2 shall immediately cease and all usernames and passwords shall be deactivated and revoked.

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

[Rev. January 2015]

END OF SUPPLEMENT