Terms & Conditions

Newsmeter | Terms & Conditions

October 31, 2014

Effective: November 1, 2014

1. General

1.1. These General terms and conditions applies to services the Customer subscribes for (the Service) from Newsmeter LLC. The Service access will be available to Registered Users (defined under 2.1) on Newsmeter’s online platform, which enables access to information, data or other material owned by, or licensed to, Newsmeter (the Content).

1.2. To the Service, an agreement and/or an order confirmation and these General terms and conditions and/or a quotation applies. If any conflict should occur between these documents (which together constitutes the Agreement) they shall take precedent in the aforementioned order. If the Customer orders additional services from Newsmeter according to a separate quotation and order confirmation, those services shall also be subject to the Agreement.

2. Use of the Service

2.1. The Customer, uses the Service in accordance with the Agreement, provided with a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow the Customer’s employees, or other individuals reported to Newsmeter, (Registered Users) individual access to and the right to use the Service and its Content for the Customer’s own use within the Customer’s internal organization, or if the Customer is a private individual, for private use.

2.2. The Customer is not allowed to, or to let any other person than the Registered Users, use, copy or in any other way use or reassign the Service. Furthermore, the Customer is not entitled to rent, lease, lend, sell or otherwise distribute Newsmeter Ma- terial (defined below under 2.7) in any other way than as stated in the Agreement, unless otherwise specifically agreed between the Customer and Newsmeter.

2.3. The Service is provided as specified in the Agreement. Newsmeter reserves the right to amend, remove or substitute any Content or the online platform.

2.4. The Customer undertakes to comply with the provisions of the Agreement and the requirements for use of the Service that Newsmeter at each time may apply and to comply with the at each time existing requirements regarding hardware, operating system, browser or other technical requirements necessary for the Customer’s use of the Service.

2.5. The Customer is not allowed to give other persons than the Registered Users access to and the right to use the Service. The Customer is responsible for all users of the Service (Registered Users as well as non-Registered Users) who use the Service that is provided to the Customer according to the Agreement. The Customer undertakes to keep confidential and not to disclose the Customer’s login information to any third party and to procure that all login information is kept safe. Furthermore, the Customer shall procure that passwords are changed regularly and shall maintain sufficient internal systems to be able to monitor access to and use of the Service. The Customer shall immediately notify Newsmeter if the Customer becomes aware of any unauthorized use of passwords or if any other security breach has occurred.

2.6. The Customer undertakes not to, under any circumstances, attempt to gain unauthorized access to network- or computer resources connected to and/or accessible through Newsmeter’s online platform or the Service, or to attempt to destroy or corrupt information stored or accessible on or through such network- or computer resources. All use of external automated tools in connection with the Service, including but not limited to search-, indexing-, crawling- or scrapping programs, is prohibited.

2.7. The Customer shall compensate Newsmeter for all damages, direct as well as indirect, that Newsmeter may incur as a result of the Customer’s use of the Service in a manner inconsistent with the Agreement, applicable law or in an otherwise wrongful manner.

3. Customer Material

3.1. Material is the content that has been produced as a result of the usage of Registered Users use of the Service.

3.2. Material, Newsmeter’s as well as the Customer’s, may contain personal data and/or be protected under the American Copyright Law. The Customer is obliged to observe the provisions of the American Copyright Law when dealing with the Material.

3.3. The Customer is aware of, and accepts, the fact that Newsmeter stores Customer Material in a database together with material received from other customers.

4. Support and service levels

4.1. Newsmeter provides support that, to a reasonable extent, assists the Customer when needs or problems arise in connection with the Customer’s use of the Service.

4.2. The Service is normally accessible 24 hours a day, seven days a week. The operations are however, under certain periods, supervised through a jour and disturbances in the Service may then occur. Newsmeter does not guarantee that the Service is free from errors or disturbances.

4.3. Newsmeter undertakes to rectify reported errors within a reasonable time. Newsmeter has the right to rectify errors or inadequacies in a manner deemed appropriate by Newsmeter. Newsmeter has the right to take measures that affect the Service’s availability if it is necessary due to technical-, maintainability- or safety reasons.

5. Fees, payments, and refund policy

5.1. The Customer shall compensate Newsmeter for the Service as agreed in the order confirmation/agreement with the possible price adjustment as stated in 5.2 and 5.3 below. Newsmeter’s, from time to time, applicable price list applies to other services and those additional services that the Customer may order. All prices listed are exclusive of VAT.

5.2. Newsmeter reserves the right to seek compensation from the Customer in the event of currency fluctuations by adjusting the price of the Service.

5.3. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.

5.4. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The costs of any returns if permitted will be at your expense, unless otherwise provided by applicable law. We’ll don’t want you to leave, but you may cancel at any time. There is no required length of time associated with using Newsmeter Services, but we do not give pro-rated refunds for unused time if cancellation is initiated during the middle of a billing cycle.

We reserve the right to change our fees, but will notify you in advance of increases.

6. Confidential Information

The Parties may from time to time provide each other with confidential information regarding respective party’s operations, including but not limited to such information that is exchanged as part of Newsmeter’s provision of the Service (Confidential Information). The receiving party may only use the other party’s Confidential Information to the extent necessary to preserve and fulfil its rights and obligations under the Agreement. Both parties agree not to, without the consent of the other, disclose any Confidential Information except for (i) when required according to law or other regulation, (ii) to such person or entity who need to know that information in order to fulfil either party’s obligations under the Agreement or (iii) when the information has become publicly known without either party’s breach of the Agreement.

7. Suspension, early termination, etc.

7.1. Newsmeter reserves the right to suspend the Customer from the Service or to terminate the Agreement immediately if:
a) the Customer despite reminder has not paid an invoice due within the specified time, b) the Customer uses the Service in a manner inconsistent with paragraph 2 or 4 above or in any other manner inconsistent with applicable law,
b) the Customer uses the Service in a manner inconsistent with paragraph 2 or 4 above or in any other manner inconsistent with applicable law,
c) the Customer is declared bankrupt, enters into an arrangement with its creditors, enters into liquidation, suspends payments or is otherwise deemed insolvent, or
d) the Customer otherwise substantially fails to perform its obligations under the Agreement.

7.2. The Customer is entitled to terminate the Agreement with immediate effect if Newsmeter substantially fails to meet its’ obligations under the Agreement. Newsmeter shall however be entitled to take corrective action within thirty (30) days after Newsmeter has been requested to by registered mail.

7.3. The Customer is entitled to terminate the Agreement with one (1) month’s notice, but earliest to the date when the adjustment becomes effective, if Newsmeter during the Term adjusts the prices pursuant to paragraph 5.2 or 5.3. The same applies if an amendment under paragraph 13 is of significantly detrimental effect to the Customer.

7.4. Newsmeter shall be entitled to terminate the Agreement without liability for com- pensation if the fulfilment of the Agreement to a substantial part is obstructed or prevented for a longer period than three (3) months, due to certain circumstances mentioned under paragraph 8.4.

7.5. Notice of termination shall be in writing in order to be valid.

8. Limitation of liability and Force Majeure

8.1. Newsmeter is exempt from liability for damages or losses which the Customer suffers due to:
a) infringement upon a third party’s intellectual property rights in connection with the delivery of the Service,
b) infringement upon a third party’s rights as a result of actions by any of Newsmeter’s subcontractors or a third party in connection with the delivery of the Service,
c) if the content of the Material will infringe upon a third party’s intellectual property, or
d) or defects in the Service or failure or delayed delivery of the Service.

8.2. Newsmeter has no liability for any indirect damages or losses, including but not limited to production losses, loss of profit or pure economic loss.

8.3. Newsmeter has no liability for the Customer’s damages or losses caused by a third party and which, in part or fully, relates to use of the Service or Customer Material.

8.4. Newsmeter is not liable for errors, stops, disturbances, delays or defaults in the Service caused by the Customer or any third party or which are attributable to disruptions in communication networks (such as mobile- and fixed telephony, electricity or the Internet or other electronical communication networks) or other circumstances outside of Newsmeter’s control such as labour disputes, lightning, fire, riots, mobilization, authority’s rules and decision, hacking, limitations, errors or shortage in terms of energy supply, or delays in deliveries from subcontractors for reasons stated herei

8.5. Newsmeter’s liability under this agreement is limited to a maximum amount equal to one month’s fee for the service which the claim is based upon in accordance with the, at the time of the occurred event then applicable price list.

9. Assignment of the Agreement

The Customer is not entitled, without Newsmeter’s approval in writing, to assign its rights or obligations under the Agreement. Newsmeter may, after informing the Customer, assign its rights and obligations under the Agreement.

10. Amendments

10.1. Newsmeter is entitled to amend these General terms and conditions by informing, no later then three months before the amendments becomes effective, the customer in writing on a invoice or through letter, fax or email about the amendment. After a new version of general terms and conditions has entered into force, the new version applies instead of the earlier version of the general terms and conditions.

10.2. All other amendments to the Agreement or to the Service shall in order to be valid be in writing and be approved by both parties.

11. Governing Law and Dispute Resolution

The Agreement shall be governed by California Law. Any disputes arising out of the Agreement shall be finally settled by arbitration in accordance with the California Law.

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