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Notified Service Description

Notified Service Description

Intrado Digital Media, LLC or its Affiliate(s) (“Notified”) will make the Services accessible (via www.notified.com or any successor website, the “Site”) as provided in the Order Form 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.

Service Description for all Notified Subscription Product Codes

The Service provides the ability for Customers to monitor their areas of interest across digital, social, and traditional news outlets (”Listen”), communicate with journalists and influencers (”Connect”), publish Customer Content to an online newsroom and other channels (”Publish”), and visualize user generated content (”Amplify”).

1. License

Notified hereby grants Customer a limited, non-exclusive, non-transferable, and revocable right for its authorized users, the quantity of which is specified in the Order Form, to use the Service. Customer agrees each user entitled to access the Service shall only be used by specific person to which the user account was assigned, and that your authorized users shall not share their login credentials with anyone else.

2. Listen Component

a. These terms shall apply when Customer uses the Listen feature of the Service.

b. Notified grants Customer the limited right to use the Services to listen to, follow, and monitor social and traditional media outlets and users.

c. Links are made available to web pages or services that are not owned or controlled by Notified (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., username, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images available on the Internet) which is displayed within the Service and which Customer may have access to as part of, or through use of, the Service.

d. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Notified shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third-Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Notified does not endorse any sites on the Internet that are linked through the Service.

3. Connect Component

a. These terms apply when Customer uses the Connect component of the Service.

b. Notified grants Customer the limited right to research, discover and engage with traditional and social media influencers using the Service.

c. When processing personal data in the Connect component, Notified shall be the data controller and Customer shall be the data processor. Processing of such personal data may take place only in accordance with Notified’s instructions. Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

d. Customer shall comply with all applicable privacy and personal data laws and regulations. By uploading contacts or contacting individuals who are Canadian residents, Customer represents and warrants that it has obtained valid express consent, a permitted form of implied consent or is relying on an exemption or exception from consent requirements under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23).

4. Publish Component

a. These terms apply when Customer uses the Publish component of the Service.

b. Notified grants Customer the limited right to use the Service to publish Customer Content to a public newsroom managed within the Service, send email messages through the Service, and publish to social media networks through the Service. ”Newsroom” means the Customer’s public newsroom website to be designed and developed by Notified and comprising a part of the Services.

c. In addition to its indemnification obligations in the MSA, Customer shall defend, indemnify and hold harmless Notified and its Affiliates and their respective employees, officers, directors, third-party providers and other agents (each, an “Indemnitee”), without limitation, from any third party claim arising from: (i) Customer’s breach of Acceptable Use as defined below; and/or (ii) the Customer Content and Newsroom hosted by Notified. “Customer Content ” means all content and material, in any format and whether protected by copyright, trademark, patent or patent applications, provided by or on behalf of Customer or any of its users to Notified or any of its agents in connection with the Services, including data, text, audio, images (including illustrations, graphics and photographs), video, records, files, presentations, reports, forms and other multimedia content, and any code or application programming interface, and all information and data contained in such content and materials. Customer shall provide the Customer Content to Notified in a timely manner to enable Notified to perform the Services.

d. Customer hereby grants Notified and each of its Affiliates a non-exclusive, worldwide license, during the term of this Order Form (and any archival period), to (a) use, process, store, and display any Customer Content in the Services and any related deliverable and (b) store, display, and distribute such Customer Content as displayed in the Services, in whole or in part, in Notified products and services and third-party distribution channels. Such license shall be sub-licensable by Notified to the extent necessary to provide the Service and shall be assignable by Notified to the extent that this Order Form is assignable or otherwise transferable by Notified pursuant to the terms of the Agreement.

e. 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.

f. Customer shall comply with all applicable privacy and personal data laws and regulations. If sending emails to individuals who are Canadian residents, Customer represents and warrants that it has obtained valid express consent, a permitted form of implied consent or is relying on an exemption or exception from consent requirements under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23).

5. Amplify Component

a. These terms apply when Customer uses the Amplify Component of the Service.

b. Notified grants Customer the limited right to use the Services to monitor social and traditional media outlets and users and aggregate their mentions of Customer into charts, graphs, and other output for internal and external display and use.

c. Links are made available to web pages or services that are not owned or controlled by Notified (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., username, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images available on the Internet) which is displayed within the Service and which Customer may have access to as part of, or through use of, the Service.

d. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Notified shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third-Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Notified does not endorse any sites on the Internet that are linked through the Service.

6. Acceptable Use

In connection with the Services, Customer shall not, and shall not knowingly permit any third party to, directly or indirectly, send, receive, upload, download, use or re-use any information or material that: (a) is abusive, indecent, defamatory, obscene or menacing, in breach of confidence or a violation of privacy, copyright or any other third party rights, laws or regulations; or (b) constitutes unsolicited advertising, commercial or promotional material under applicable law and/or regulation.

7. Indemnification

In addition to its indemnification obligations in the MSA, Customer shall defend, indemnify and hold harmless Notified and its Affiliates and their respective employees, officers, directors, third-party providers and other agents (each, an “Indemnitee”), without limitation, from any third party claim arising from: (i) Customer’s breach of Acceptable Use as defined above; and/or (ii) the Customer Content in the Services. Customer is solely responsible for the Customer Content and represents to Notified that it has obtained all required consents and rights to provide to Notified any personal data included in the Customer Content and to authorize Notified to use and display such information as contemplated by this Agreement; however, Notified reserves the right, in its sole discretion, to remove any Customer Content from the Services that is deemed inappropriate, unlawful, or unprofessional or is in breach of, or inconsistent with, Customer’s obligations under this Agreement.

8. Patent Infringement

Notwithstanding anything to the contrary in the MSA, Notified shall not have any obligation to defend or indemnify Customer or any other person or entity from any third party claim asserting that the Services infringe any patent claiming exclusive rights over a technology, method, or process that is in such widespread unlicensed use by third parties as to be considered a public domain element of the internet.

9. Personal Data

If and to the extent Notified processes personally identifiable information provided by Customer or Customer’s users, or otherwise on behalf of Customer or Customer’s users, in any case, in connection with the Services (“Customer PII”), Customer remains data owner or controller of such Customer PII and Notified will only process Customer PII to facilitate the Services in accordance with the terms of the Agreement or as otherwise required by applicable law and/or regulation. Notified utilizes commercially reasonable technical and organizational measures to protect Customer PII. In the event that Notified receives a request from an individual that is related to Notified’s processing of Customer PII, Notified will refer such request to Customer in writing, unless it is prohibited from doing so under applicable law and/or regulation. Customer will be responsible for responding to the request and Notified will reasonably cooperate with Customer in doing so; Customer will keep Notified updated as to the status of any requests referred by Notified to Customer for resolution and will be responsible for all reasonable out-of-pocket costs incurred by Notified in responding to any such requests. Customer agrees that Notified may utilize subcontractors to help deliver the Services. Customer agrees that Notified may aggregate, de-identify and/or anonymize Customer PII and other Customer Content, after which such data shall not constitute Customer Content (including Customer PII) and may be used by Notified and its Affiliates to support, improve, and develop new and existing products and services.

10. Intellectual property

The Site and Service are subject to intellectual property rights protection, such as copyright, design rights, and trademark rights, which are owned by Notified or its licensors. For the avoidance of doubt, Customer agrees not to copy, modify, distribute, sell, or lease any part of the Service. Unless otherwise permitted by mandatory law, Customer may not reverse engineer or attempt to extract the source code of the Site and Service. Customer may only access the Site and Service through the interfaces that Notified provides, and you may never “scrape” any content through automated means or “frame” any part of the it. In the relationship between Customer and Notified, Customer retains all rights in any Customer Content uploaded or submitted to the Service, and Customer is responsible for ensuring that such content is not violating any third party rights.

11. Support and communication

The Service is accessible every hour of the day, except for scheduled maintenance, which is communicated to Customers in advance. Should other access problems occur, Notified will work to remedy the problem as soon as possible during standard working hours (9-17). By signing up for the Service, you agree to receive communications (promotional and non-promotional) from Notified, including information via email, text message, calls, and push notifications to the telephone number you have provided to Notified. If Customer does not want to receive promotional communications from Notified, Customer may opt out from receiving of such communication by adjusting account settings, which are found in the Service.

12. Service Specific Terms

a. The Service’s functionality and supply of information relies on third parties’ supply of information to Notified. Consequently, Notified can in no way be held responsible for reduced information supply due to a third party’s adjusted information channels or if a third party by other means denies Notified from accessing information by, for example, limiting or adjusting the possibility of crawling third party content or closes (or reduces) access to third party’s API.

b. Please note that information about/from journalists or influencers is collected by use of publicly available sources and are suggestions for relevant contacts. Customer may need to approach these individuals to collect their consent prior to using their material in order to secure i) Customer’s right to use the material, and ii) lawful processing of personal data found in their material, or otherwise in relation thereto.

c. The Service may allow for your creation of various marketing reports, business analysis reports, and other types of aggregated, or compiled, information, which serve to illustrate for example market reach and brand development. Any such material retrieved from and/or created by, or by information provided by, the Service (such as marketing reports and/or statistics) may be used for Customer’s internal purposes only, except for when explicitly approved by Notified.

d. Notified is constantly improving the Service, and may introduce new features, change existing features, or remove features from the Site and Service at any time and without notice. If Customer provides us with feedback, comments, or suggestions regarding the Site and Service, Customer grants Notified the right to use such material for any purpose, without payment.

e. Notified takes pride in supplying a well-functioning Service. However, for technical or other reasons, the Service may, from time to time, not work as intended (such as fail to deliver messages at a certain time, delete content, fail to save, or in any other way temporarily be unavailable). Notified will make due efforts to limit these events, yet Notified shall not be held responsible for any damage that may arise as the result of a failure in delivery of the Service.

Notified 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 entirety of the Service term in advance and Customer will pay for Services within 30 days of the applicable invoice date. 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

From time to time, Notified may offer promotional prices for new customers. Any such promotional prices apply exclusively to the Initial Term. Upon renewal, Customers hereby agree to be charged the standard price for the Service as set out by Notified’s standard price list, as updated at the time of the renewal.

Notified shall not increase the prices for Services purchased as part of a committed, annual subscription during the initial term of any Order Form. Thereafter, Notified may, effective on the first day of January each year adjust, or change the basis for calculating any Service Fees on not less than ninety (90) days’ prior notice to the Client. Any rate modification will not be applied to the applicable Services until the Order Form’s next renewal date, unless otherwise specified in the notice of pricing adjustment. Customer may cancel the relevant Service if Notified increases its Service Fees for such Service by more than ten percent (10%) in any year; provided that, for Customer to exercise this right to cancel or otherwise dispute the rate increase, Customer must notify Notified in writing within thirty (30) days of the date of Notified’s increase notice. The relevant Service shall then 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.’

Updated 12.01.2021