(I) ERELEASES TERMS OF SERVICE
The press release services are provided by eReleases and its newswire partner, PR Newswire.
Representations & Warranties
You represent and warrant that (i) you have the right, power and authority to enter into this Agreement and to grant the rights granted to eReleases hereunder; (ii) you will comply with all federal, state, local and international laws, rules and regulations in connection with your use of the Service; and (iii) there exists no legal reason that eReleases should deny Service to you.
eReleases represents and warrants that (i) we have the right, power and authority to enter into this Agreement; (ii) we will comply with all federal, state, international and local laws, rules and regulations applicable to our business in connection with the provision of Services to you hereunder; and (iii) we will perform our obligations under the terms of this Agreement in accordance with applicable industry standards.
Both eReleases and PR Newswire reserve the right to reject or edit copy when necessary in each’s sole and exclusive judgment, as well as remove archived press releases at any time for any reason. All news copy, photographs, video and audio files processed shall be the property of PR Newswire and eReleases, as well as you. eReleases and PR Newswire shall use reasonable efforts to disseminate promptly and accurately all news, which it processes. Any errors by eReleases and/or PR Newswire will be corrected promptly upon receipt of written notice thereof (or promptly upon PR Newswire’s and/or eReleases’s independent discovery of such error, if applicable), without additional charge, and such obligation to correct shall constitute the sole liability of eReleases and PR Newswire in this regard.
Note that a stock ticker can remain only if the publicly traded company is issuing the press release, or if the press release meets contextual requirements as determined by eReleases and/or PR Newswire, and written permission has been obtained and offered by the publicly traded company. Note that PR Newswire’s approval of a publicly traded company to distribute through eReleases may take a week or longer.
Because of email harvesting taking place on press releases posted online, eReleases may use an email anonymizing service in which email address(es) within the media/press contact of press release will be turned into an online contact form. It may be assumed that email addresses within the body of a release are for the public to view. All spam and marketing messages will be deleted and all messages that appear to be from a legitimate source will be forwarded to the client for a minimum period of six months.
Writing and/or distribution services must be used within 3 months of ordering. For bulk purchases of more than one press release, all services must be used within 12 months of ordering unless otherwise noted (like Semi-Annual Sale packages, which are good for 24 months from initial purchase, and limited promotions with shorter durations). Any praise, feedback or comments given by you to eReleases or posted online, like social media or web sites, can be used without compensation to create case studies and testimonials. Any pertinent photos, logos, and/or other images found online, including social media or web sites, can be used to accompany these case studies or testimonials. We may post this information, including your name, the name of media contact(s), and company, on our Site, as well as in marketing and promotional materials.
There is a no-refund policy for all press release orders. You are also responsible for paying all amounts and charges owed under this agreement, including reasonable attorneys’ fees, collection fees, and court costs we incur in enforcing this agreement. Press releases that involve religion, politics, or subjects PR Newswire deems controversial are exempt from any and all guarantees.
eReleases reserves the right to change its newswire partner at any time and that all rights and services currently assigned to PR Newswire will be reassigned to another newswire partner. Notice will consist of updating here as well as on the FAQ page of our website.
eReleases services are governed by Federal and State regulations. You are responsible for the content and accuracy of all news copy and information submitted to us. Because of the volume of copy and information submitted to eReleases, we do not assume or accept responsibility for verifying any facts contained therein. You represent and warrant to PR Newswire and eReleases that (i) You have the right to deliver all copy and information submitted to it and (ii) no copy or information submitted by You will contain any content that is obscene, libelous, slanderous or otherwise defamatory, false or misleading or which violates any copyright, right of privacy or publicity or other right of any person.
eReleases expressly disclaims any and all warranties associated with performance of services in connection with these Terms of Service, including, without limitation, any warranty of title, non-infringement, compliance with law and any warranty that the services will be free from errors, omissions, interruptions, delay, losses or defects, whether human or mechanical, or will meet Your particular needs. eReleases also expressly disclaims any and all warranties, express or implied relating to merchantability or suitability of information for print or broadcast.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ERELEASES SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE ERELEASS AND/OR PR NEWSWIRE SERVICE, ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICE, AND/OR ANY TRANSACTION OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE PRESS RELEASE SERVICE. IN ANY CASE, ERELEASES’S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND THIRD PARTY BUSINESS PARTNERS, IS LIMITED TO $100.00. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN ERELEASES AND YOU AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST ERELEASES WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to indemnify, defend, release and hold eReleases and its respective officers, directors, investors, affiliates, suppliers, agents, business partners, and employees harmless from all damages, liabilities, fees, costs, loss of business profits, taxes, penalties or sanctions, and interest of any nature, including reasonable fees of attorneys and other professionals that eReleases may incur due to, arising out of or relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against eReleases in any way arising out of or related to the press release service and/or orders that You place, including, without limitation, any claim relating to any breach by You of Your representations and warranties made in these Terms of Service or otherwise arising out of or relating to the contents or nature of the information and/or copy provided by You
The Terms of Service between you and eReleases shall be governed by and construed in accordance with the laws of the State of Maryland. You agree that any dispute arising between the parties shall be submitted to confidential arbitration in a location chosen by eReleases. Arbitration under this agreement shall be conducted under the rules of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this agreement shall be joined to an arbitration involving any other party subject to this agreement, whether through class action proceeding or otherwise.
If any provision of these Terms of Service between eReleases and You is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. We reserve the right to change, suspend or discontinue all or any aspect of any service at any time without prior notice or liability by updating this posting of Terms of Service.
(II) PR NEWSWIRE TERMS & CONDITIONS
1.1 For purposes of this Agreement, the following terms have the meanings ascribed to them below:
“Agreement” refers to the Order, together with these General Terms & Conditions and the applicable Supplement(s).
“Company” refers to PR Newswire Association LLC and/or any of its affiliates that provide the Service to Customer.
“Customer” refers to the company, organization or person purchasing the Services from Company.
“Order” refers to (i) each order or other agreement between Company and Customer governing Customer’s purchase of Services, and (ii) any request by Customer for Company to provide Services.
“Service(s)” refers to each of the services, individually and collectively, as set forth in the Order or otherwise requested by Customer.
“Supplement(s)” refers to the supplemental terms and conditions applicable to the Service.
1.2 Capitalized terms not defined in Section 1.1 have the meanings set forth in the Section in which they are defined. All references to Sections or Section numbers in these General Terms & Conditions refer to the Sections of these General Terms & Conditions, unless stated otherwise.
1.3 In this Agreement, any reference to a statute, statutory provision or any subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as in force as of the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced.
2.1 The Service. Subject to the terms and conditions of this Agreement, Company shall provide the Service to Customer as set forth in the Order. Company reserves the right, in its discretion, to (i) make changes to the Service, including issuing enhancements, modifications, new versions, and making changes to the format, medium or method of delivery, so long as such changes do not have a material, adverse impact on the Service; (ii) delegate the performance of the Service (or any portion thereof) to one or more third party suppliers, provided that unless expressly stated otherwise, Company shall be liable to Customer for those of its obligations that are performed by such third party suppliers; or (iii) discontinue the Service for any reason on notice to Customer, in which event, Company shall provide a refund to Customer for the unused portion of the discontinued Service, which refund shall constitute Customer’s sole and exclusive remedy and Company’s sole liability for the discontinuation of the Service.
2.2 Customer Information. Customer shall promptly notify Company in writing of any change to its contact, administrator or user names, addresses, telephone numbers, credit card or other information provided to Company in connection with the Service. Customer acknowledges that Company’s performance of the Service may be delayed or disrupted by Customer’s failure to update such information in a timely manner and Company is not liable for any damages caused to Customer in connection therewith.
2.3 Third Party Agreements. If Customer enters into this Agreement as an agent for the end user of the Service, Customer shall bind the end user to a written agreement containing terms and conditions similar in all material respects to those of this Agreement, and shall make Company a third party beneficiary of that agreement.
2.4 Third Party Sites. To the extent applicable to Customer’s use of the Service, Customer shall be subject to and comply with any third party website’s current terms of service and use (such as Twitter, Facebook, etc.), as such terms are set forth on such third party website or otherwise, and we encourage you to review and become familiar with such terms.
2.5 Registered Users.
To the extent an individual authorized as a Registered User creates or is provided with a username and password to access the Service, such Registered User may not share his or her login or password with any person or third party, authorize any person or third party to use such login or password, or impersonate another person in their registration information. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Customer’s and/or the Registered User’s account. Registered Users are responsible for all usage or activity on their eReleases / PR Newswire account and maintaining the confidentiality of their passwords. Registered Users shall immediately notify eReleases by email at http://ereleases.com/contact/
or by phone at 410-931-2966 of any known or suspected unauthorized use(s) of their accounts, or any known or suspected breach of security. Any failure to abide by these registration and security requirements or fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer or a Registered User’s account, at eReleases / PR Newswire’s sole discretion, and eReleases / PR Newswire may refer such Registered User to appropriate law enforcement agencies.
3.1 Agreement Term. This Agreement shall be effective upon Company’s acceptance of the Order, and shall continue in effect until the expiration, cancellation or termination of the Service Term (as defined below).
3.2 Service Term: Term-Based Services. With respect to Services that are to be provided for/over a specific period of time (e.g., packages, term-based projects and subscription services), the Service Term shall commence on the start date indicated in the Order (or, if no start date is indicated, upon Company’s acceptance of the Order, or as otherwise agreed by the parties), and shall remain in effect for the initial term set forth in the Order (the “Initial Term”), unless sooner terminated as provided for in the Agreement.”
3.3 Service Term: Non-Term-Based Services. With respect to any Service for which no term is specified in the Order, the Service Term shall commence upon Company’s acceptance of the Order, and remain in effect until the Service has been rendered and payment of all amounts due in respect of the Service is received in full, unless sooner terminated as provided for in the Agreement.
4. FORCE MAJEURE
Company shall not be liable to or through Customer for delays or inability to perform due to circumstances beyond its reasonable control, including fire, flood, explosion, severe weather, acts of God, acts of terrorism, civic commotion, acts of government (including the request or actions of any federal or state regulatory agency, any national securities exchange, or by any professional regulatory organizations such as the Financial Industry Regulatory Authority (FINRA)), acts or omissions of third parties, strikes or labor disputes, failure or unavailability of communications infrastructure (including, but not limited to, networks, carriers, and internet and satellite providers), and system malfunctions.
5. REPRESENTATIONS & WARRANTIES
5.1 Customer represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to grant the rights granted to Company hereunder; (ii) it will comply with all federal, state, local and international laws, rules and regulations in connection with its use of the Service; and (iii) there exists no legal reason that Company should deny Service to Customer.
5.2 Company represents and warrants that (i) it has the right, power and authority to enter into this Agreement; (ii) it will comply with all federal, state, international and local laws, rules and regulations applicable to Company’s business in connection with the provision of Services to Customer hereunder; and (iii) it will perform its obligations under the terms of this Agreement in accordance with applicable industry standards.
6.1 Customer shall indemnify and hold harmless Company and its agents, affiliates, assigns, employees, directors, officers, representatives, contractors and third party suppliers, licensors and distributors from and against any and all loss, damage, liability, cost and expense (including reasonable attorneys’ fees and costs) incurred in connection with:
6.1.1 any third party claim or action arising out of or relating to acts or omissions that, if proven, would constitute Customer’s breach of a representation, warranty, covenant or other obligation under this Agreement (including Customer’s breach of Section 2.3); or
6.1.2 Customer’s use of the Service, including any work product or data provided in connection with the Service.
6.2 Company shall promptly notify Customer of any indemnified claim or action; provided however that, Company’s failure or delay to notify Customer of an indemnified claim or action shall only relieve Customer of its obligation to indemnify Company to the extent that Customer is prejudiced thereby. Customer shall not have the right to enter into any settlement that adversely affects Company’s rights or interests without Company’s prior signed written consent.
7. DISCLAIMER & LIMITATION OF LIABILITY
7.1 Company will promptly correct any error or defect in the Service or, if Company determines in its sole judgment that correction is commercially impracticable, Company may provide a refund to Customer for the affected portion of the Service, which correction or refund shall constitute Customer’s sole and exclusive remedy and Company’s sole liability for any error or defect in the Service.
7.2 OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THAT THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, WILL BE DELIVERED ERROR-FREE OR WITHOUT DEFECT (INCLUDING ERRORS OF OMISSION, OR INTERRUPTIONS, DELAYS OR OTHER TIMING ERRORS), WHETHER HUMAN OR MECHANICAL. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR PRINT OR BROADCAST.
7.3 COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS OR ACTIONS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS OR ACTIONS BASED IN TORT, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY CUSTOMER ALLOCABLE TO THE SERVICE GIVING RISE TO THE CLAIM(S) OR ACTION(S); PROVIDED THAT, FOR A SUBSCRIPTION OR PROJECT-BASED SERVICE, COMPANY’S LIABILITY SHALL BE LIMITED TO THE FEES PAID FOR THE IMPLICATED SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM(S) OR ACTION(S).
7.4 REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE, COMPANY SHALL NEVER BE LIABLE TO OR THROUGH CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE INCLUDING; LOSS OF ACTUAL OR ANTICIPATED PROFITS OR LOSS OF USE, EVEN IF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE; LOSS OF BUSINESS OR BUSINESS REVENUE; OR LOSS OF OPPORTUNITY OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, ANY ACT OR OMISSION OF COMPANY RELATING THERETO, OR CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR ARISING FROM ANY OTHER CAUSE WHATSOEVER.
7.5 Nothing in this Agreement excludes or limits Company’s liability for any personal injury, property damage or other liability that, by law, cannot be excluded or limited.
8. SUSPENSION & TERMINATION
8.1 Company may suspend its performance under this Agreement, in whole or in part, immediately on notice, without liability to Customer, if Customer materially breaches this Agreement. Company will resume performance as soon as commercially practicable upon Customer’s cure of the breach. Company may, immediately on notice, without liability to Customer, terminate this Agreement, in whole or in part, if Customer (i) fails to cure a material breach of this Agreement within ten (10) days of notice; (ii) undergoes a change of control, including by merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or otherwise; or (iii) is affected by a change in its ability to direct its affairs or insolvency event, or is unable to pay its debts when due; provided that, if Company terminates the Agreement, in whole or in part, pursuant to (ii) or (iii), Company will provide a refund to Customer for the unused portion of the Service, which refund shall constitute Customer’s sole and exclusive remedy and Company’s sole liability for the termination of the Agreement. Customer acknowledges that failure to pay the Fees when due shall be deemed a material breach of this Agreement.
8.2 Termination, expiration or cancellation of this Agreement for any reason shall not release either party from any obligation or terminate any right under this Agreement which, by its nature, is intended to survive.
Except as expressly provided herein (i) this Agreement shall not be construed to grant Customer any right to resell or redistribute access to the Service, or any work product or data provided in connection with the Service, as any and all rights not specifically granted herein to Customer are expressly reserved by Company; (ii) these General Terms & Conditions and any applicable Supplements may be amended, modified, superseded or terminated, and their terms or conditions may be waived, only in a writing signed by duly authorized representatives of the parties; (iii) the rights and remedies set forth in this Agreement are cumulative and are in addition to and may modify, but are not in substitution for those provided in law and equity; and (iv) there are no third party beneficiaries of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and the invalid or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties to the maximum extent enforceable under applicable law. In this Agreement (i) “or” connotes any combination of all or any of the items listed; (ii) where “including,” or “include” is used to refer to an example or begins a list of items, such example or items shall not be exclusive; (iii) “herein,” “hereof,” “hereunder,” “hereto” and similar terms refer to this Agreement as a whole and not merely to the specific document, section, paragraph or clause in which the respective word appears; (iv) any defined terms may, unless the context otherwise requires, be used in the singular or the plural; and (v) section headings are inserted for reference only and are not a part of this Agreement. Any attempt by Customer to assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Company shall be void. Customer agrees that Company may refer to it as a customer in its marketing materials and other promotional efforts (online or offline). Any notice by Customer alleging a breach or dispute arising hereunder, and any other notice required hereunder shall be sent by confirmed e-mail to eReleases at: http://ereleases.com/contact/
, with a confirmation copy sent in writing and delivered by hand or by an overnight carrier with proof of delivery, to PR Newswire Association LLC, 350 Hudson Street, Suite 300, New York, New York 10014, Attn: Legal Department (eReleases). All other notices in connection with this Agreement may be given by e-mail. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. Exclusive jurisdiction and venue shall lie in the State of New York, County of New York, including the U.S. federal courts therein.