Disclose France Services Supplemental Terms and Conditions

DISCLOSE FRANCE SERVICE SUPPLEMENT

1        DEFINITIONS

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

“Agent” means an organization that is authorized by a Customer to make Announcements on its behalf.

“Announcement” means a mandated disclosure about a Company or its business, which the Customer submits for distribution through the Disclose France portal.

“Authorized Sender” shall mean a person designated in writing by Customer as being authorized by it to submit Content or Announcements to Company.

“Charge” shall mean in respect of a Service the price charged by Company (exclusive of VAT) in respect of that Service.

“Content” means all the material included in an Announcement.

“Customer” means the organization purchasing the Service from Company, as set out on the Order.

“Listed Company” means any company listed or admitted to trading on a recognized investment exchange.

“Order” means the order form signed by Customer to which this Disclose France Supplement is attached.

“Primary Contact” means a User identified in the Order who is thereby nominated and authorized by the Customer to manage the Agreement for the Customer.

“Service” means the regulatory news distribution Service operated by Company, and licensed by the Autorité des Marchés Financiers (the “AMF”), including the receipt and electronic conversion of announcements of the Customer, and subsequent delivery of the Announcements to the AMF and designated European media recipients and institutional investors selected by Customer and indicated in the Order.

“User” means an employee of the Customer who is authorized by the Customer to submit Announcements for distribution through the Services set out on the Order.

1.2     Words in the singular shall include the plural and vice versa.

1.3     Capitalized terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined.  Any capitalized 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.

1.4     The headings in the Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement. 

2        THE SERVICE

2.1     In consideration of the payment of the Charges, Company agrees to provide the Service, subject to the terms of this Agreement.

2.2     The Customer will remain solely liable for compliance with its obligations under all rules, codes of practice and regulations of whatever kind in force in France and any other relevant territory in respect of the Announcements including but not limited to submission of the Announcements to the AMF and European media.

2.3     The Customer shall ensure that its Users comply with the Agreement and the Customer agrees that it shall be liable for the acts and omissions of its Users in connection with the Agreement.

2.4     Customer must ensure that Company has at all times a current list of Authorized Senders and the means to verify the identity of Authorized Senders. Company reserves the right to verify the identity of Authorized Senders.

3        SECURITY

3.1     The Customer shall ensure that its Users keep the user names, passwords and security questions and answers secure and that they do not reveal them to anyone.

4        CONTENT

4.1     Company will not alter the Content of any Announcement, other than by express requirement of the Customer, however it may refuse to distribute an Announcement if in its view the Announcement is unsuitable for distribution for any reason.

4.2     When the Customer submits an Announcement for distribution, it shall ensure that the Content of the Announcement:

          4.2.1 is suitable for distribution to the general public;
          4.2.2 is in French and/or English;
          4.2.3 relates to a Listed Company or its business;
          4.2.4 is not misleading, false or deceptive;
          4.2.5 does not infringe any rights of any third party or is not otherwise unlawful; and
          4.2.6 complies with all applicable regulatory and legislative requirements.

4.3     The Customer grants to Company a royalty free, non exclusive, non transferable license, worldwide and for the duration of the Agreement, to distribute its Announcements, to sub-license third parties to distribute those Announcements and to use any or all of the Content for the purposes of providing the Service, and maintaining Listed Company Content and the Announcements, including without limitation in respect of copyright, droits d’auteur, patents, trademarks, designs, models, design patents, rights of database creators, ideas, concepts, know-how, trade and industrial manufacturing secrets, technical records, procedural methods ("Intellectual Property Rights"), in respect of all Announcements and Content. As it concerns copyright, Customer hereby licenses to Company all economic rights (droits patrimoniaux d’auteur) in respect of the Announcements and Content, including without limitation the right to reproduce and permanently or temporarily affix the Announcements and Content, in all or part, the right to represent and communicate the Announcements and Content to the public, the right to distribute and market the originals or copies of the Announcements and Content, in any form and on any medium known or as yet unknown as of the date hereof (including in particular but without limitation: paper or digital media, phonogram or videogram and all media used in the information technology environment, including without limitation DVDs, CD-Rom, CD-I, flash disks, hard disks, diskettes, cassettes or cartridges) and by any means or process known or as yet unknown as of the date hereof (including without limitation by wire or wireless, digital or non-digital, television (hertz, satellite, cable), on-line transmittal of digitized data, mobile phones or digital tablets), the rights to adapt, arrange, modify, correct, upgrade the Announcements and Content by adding or removing, integrating in any form, medium, format and presentations all or part of any work, the right to translate into any language or computer language and the right to represent, distribute and adapt said translations. These rights include the right to sell, loan, license, rent, distribute, download the Announcements and Content in any language and by any means whether known at present or to be discovered in the future.

4.4     The Customer is responsible for the Content, timeliness and completeness of all Announcements.

4.5     Except as required for the provision of the Service, nothing in this Agreement will grant or be deemed to grant either party any rights, title or interest in any intellectual property rights owned by the other party and nothing in this Agreement will entitle either party to use the other party's logo or trade marks or any other of its intellectual property rights in connection with the Service or otherwise without the prior written consent of that party.

5        TERMINATION AND SUSPENSION

5.1     In addition to the rights set forth in Section 8 of the General Terms and Conditions, either party shall be entitled forthwith to terminate as of right (de plein droit) the Agreement by written notice to the other party if Company is no longer authorized by the AMF to operate the Service or if Company ceases to provide the Service for any reason.

5.2     Notwithstanding anything to the contrary contained in the General Terms and Conditions, Company reserves the right to increase the Fees for any Renewal Period on not less than forty five (45) days' notice prior to the end of the Service Term, and Customer may prevent the Service Term from renewing by sending written notice to Company not less than thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.

6        USE OF AGENTS

6.1     The Customer may be a Listed Company or an Agent acting on behalf of a Listed Company.  Company will not accept an Announcement from any person or organization which has no signed agreement in place with Company or who is not an Authorized Sender. Company will only accept Announcements submitted by an Agent on behalf of a Listed Company if PR Newswire has received a written authorization (on headed notepaper and signed by a duly authorized signatory) from that Listed Company. 

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

[Rev. January 2015]

END OF SUPPLEMENT