Legal, Terms, Conditions & Policies
Intrado Digital Media, LLC or its Affiliate(s) (“Notified”) will provide the Services set forth in the applicable Order Form and as provided therein and in accordance with this Service Description. Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Order Form. In case of conflict between this Service Description and the Order Form, the Order Form shall control.
Insight & Analytics
2. In order to produce the Insight & Analytics deliverable, Customer shall provide certain content to Notified as reasonably requested by Notified. Customer hereby grants Notified and its Affiliates a non-exclusive, royalty-free, worldwide, sub-licensable right and license to use, distribute, make available, provide, broadcast, process, store, incorporate, communicate and display any Customer Content (defined as follows): (a) in Notified’ and its Affiliates’ media analysis reports-related products and services; and (b) via third party provider platforms. “Customer Content” means all material (whether or not protected by copyright, trademark, patent or patent applications) provided by or on behalf of Customer to Notified in order for Notified to provide the Services, including Customer-sourced articles, illustrations, images, presentations and all information and data contained in such materials including but not limited to Customer’s logos, name and those of its products, services and competitors (whether or not protected by copyright, trademark, patent or patent applications).
3. Customer is solely responsible to ensure it has the rights to all Customer Content and that the Customer Content does not infringe third-party rights. In addition to the indemnification in the Agreement, Customer shall defend, indemnify and hold harmless Notified, its Affiliates and their respective officers, directors, third party providers, employees or agents from any third party claim relating to, or arising out of: (a) the Customer Content; (b) modification of all or part of the Services by Customer; and (c) Customer’s violation of Notified’, any of its affiliates’ or any third party’s intellectual property rights.
4. Notwithstanding anything to the contrary in the MSA: (a) if Notified or any of its affiliates or any of their respective third party providers is for any reason held liable to customer or to any other individual or entity in connection with the Insight & Analytics services or this Order Form in respect of such services, including in contract, for indemnification or in tort, liability is limited to the actual fees paid by customer for the affected deliverable and such liability shall be in aggregate and not per incident; and (b) if customer is for any reason held liable to Notified or any of its affiliates or any of their respective third party providers in connection with the Insight & Analytics service or this Order Form in respect of such services, including in contract, for indemnification or in tort, customer shall be fully responsible, without limitation, for all direct damages to such individual or entity.
Terms & Conditions
Invoicing. Payment terms shall be as set forth in the Agreement. The applicable currency will be stated in the Order Form. Unless specified otherwise in the Order Form, Notified shall bill for the Services in advance. If Customer uses features not listed in the Order Form, Customer will be charged for such features as provided for in the Agreement. In the event that the Services provided under the Order Form remain active beyond the end of the Order Form Term and Customer uses the Services after such time, Customer shall pay Notified the monthly subscription costs set forth herein for any month (or portion thereof) during which Customer uses the Services beyond the Order Form Term. In addition to the rates for the Services listed in the Order Form, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer’s invoice. Notified will assess any applicable fees, duties, tolls, administrative assessments, surcharges, or taxes, based on the geographic location of the billing address of the billing contact in the Notified billing system. Should Notified not have an address for the billing contact, then fees, duties, tolls, administrative assessments, surcharges, or taxes will be applied based on the geographic location provided at the account level in the Notified billing system. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to Notified, Customer shall pay Notified such additional amounts so that the net amount Notified receives from Customer is equal to the full amount for the charges which Notified would have received from Customer had such withholding not been made.
Pricing. Notified may, effective on the first day of January each year during the Term, adjust, or change the basis for calculating, any Service Fees on not less than ninety (90) days’ prior notice to Customer. Customer may cancel the relevant Service if Notified increases its Service Fees for such Service by more than eight percent (8%) in any year. If Customer exercises this right to cancel, Customer must notify Notified within thirty (30) days of the date of Notified increase notice. The relevant Service will be cancelled from the date on which the Service Fees would have increased.
APPLICABLE TO CANADIAN CUSTOMERS ONLY: The parties agree that this Order Form is to be written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.’