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.
Service Description for all Webhosting Subscription Product Codes
1. License. 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) process, store and display any Customer Content (as defined below) 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 Services 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.
2. Customer Content. "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. “Website” means Customer’s website to be designed and developed by Notified and comprising a part of the Services. Customer shall provide the Customer Content to Notified in a timely manner to enable Notified to perform the Services.
3. 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.
4. 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 or the Website hosted by Notified. 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 Website that is in breach of, or inconsistent with, Customer’s obligations under this Agreement.
5. 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
6. 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.
7. Billing. Upon the earlier of thirty (30) days after the execution of this Order Form or release of the Website to the general public, if applicable, one-time Service Fees for setup, expedite, design and development work will be billed , and Notified will commence billing Customer for the monthly recurring Service Fees for hosting Services.
For Customer’s listing under NASDAQ Rule IM-5900-7, if Customer does not proceed with its listing on The NASDAQ Stock Market LLC within one calendar year of the date the Order Form has been executed by the parties, Notified shall invoice for, and Customer shall pay, the non-discounted fees of $5,040.00 for IR Website Setup and $2,020.00 for Whistleblower Hotline Setup.
8. Vendor of Record. Certain third party-party providers (e.g., exchange data providers) require Customer to comply with such third-party providers’ terms and conditions and may require Notified to perform certain “vendor of record” services on behalf of Customer (e.g., usage reporting). To satisfy these requirements, and as a condition to Customer receiving access to the Services, Customer shall either (a) execute and comply with the terms of the Vendor of Record Addendum provided by Notified herewith or (b) comply with the terms of an effective Vendor of Record Addendum covering the Services executed by and between Customer and Notified prior to the date hereof.
In the event that Customer purchases a new website, the following term shall apply (applies when these PLIs are selected: NQIRWEBSETUP-1, ADDLANGSITESETUP-1. NQPRNEWSROOMSU-O)
1. Included Work Hours. New build Service Fees include up to thirty (30) hours of design and development Services and are the minimum Service Fees payable for the design and development of the Website. Customer will be billed for any additional hours actually incurred by Notified to complete the design and development Services for the Website at the rates set out at https://www.westuc.com/files/Multimedia-Services-Fees.pdfand will be ordered through a new Order Form.
In the event that Customer purchases website design or re-design services, the following term shall apply (applies when these PLIs are selected: NQIRWEBCATALOG-1, REBUILDSTND16HR-OF)
1. Included Work Hours. Service Fees include up to twenty (20) hours of design and development Services and are the minimum Service Fees payable for the design and development of the Website. Additional design and development hours are listed in the Order Form, and are based on the estimated work effort as determined during the initial scope of work by Notified. Customer will be billed for any additional hours actually incurred by Notified to complete the design and development Services for the Website at the rates set out at https://www.westuc.com/files/Multimedia-Services-Fees.pdfand will be ordered through a new Order Form.
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’s 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.’