General Terms AND CONDITIONS
Version: 16 April 2013
These General Terms and Conditions (the “Terms”) set out the rules which apply to (i) the services (“the Services”) provided by Mynewsdesk AB (“Mynewsdesk”) as specified in the Order Form (“the Order Form”) and (ii) any content (regardless of format or type) submitted, sent published, distributed or otherwise transmitted to or through the Services by or on behalf of you (“Press Information”).
These Terms and the Order Form (together, “the Agreement”) shall apply to any agreement between you and Mynewsdesk regarding the Services. If any of the provisions in these Terms conflict with any of the provisions in the Order Form, the provisions in the Order Form will take precedence.
You accept that your rights and obligations with regard to the Services are governed by these Terms and you agree to abide by them.
SCOPE OF THE SERVICES
The scope of the Services is defined in the applicable Order Form.
ACCESS TO THE SERVICES
Only you and your authorised representatives may use the Services. You shall keep your passwords confidential so that no one else gains access to your online account with Mynewsdesk. You shall, for example, (i) protect computers and other carriers where passwords are stored or used, (ii) choose passwords that are difficult to decipher and (iii) keep the passwords secret and not record them in a manner or at a location that allows them to be associated with the account. You shall promptly notify Mynewsdesk if you suspect that any unauthorized person has access to your passwords or your account.
Mynewsdesk reserves the right to disable your access to the Services at any time if, in Mynewsdesk’s opinion, you have breached these Terms or there is any security risk.
You may use the Services only in accordance with these Terms and applicable laws and regulations. You shall also follow Mynewsdesk’s instructions from time to time with regard to the use of the Services. Such instructions will be submitted through the Services or sent to you.
You are solely responsible for any and all Press Information and undertake to analyse and critically assess its content prior to having it submitted, sent, published, distributed or otherwise transmitted to or through the Services.
You specifically acknowledge that you own, or have the necessary rights to, any and all Press Information (including, without limitation, pictures and videos). Your rights must include the right to publish, reproduce, modify or make other such use of the Press Information through and in relation to the Services. Please specifically note that, if the Press Information includes any pictures or videos, you must obtain consent from any individuals that appear on the pictures or in the videos.
Further, and in particular, the Press Information must not under any circumstances:
- promote or assist any illegal or unlawful activity;
- be discriminatory based on race, ethnicity, nationality, religion, age, gender, sexual orientation, disability, or medical condition or otherwise be defamatory, harmful, libellous, abusive, harassing, threatening, inappropriate, vulgar, obscene, offensive, dishonest, improper or sexually explicit;
- include any information or data that you do not have the right to transmit according to applicable law or any contractual or fiduciary relationships (such as trade secrets, proprietary or confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); or
- infringe, contribute to the infringement of, or induce others to infringe, any trademarks, trade names, patents, copyrights, neighbouring rights, registered and registrable designs, design rights, or any other intellectual property right.
Moreover, you must not in relation to the Services:
- do anything unlawful;
- defame, abuse, harass, discriminate, stalk or threaten anyone, or otherwise violate anyone’s rights;
- send, or arrange for the sending of, any unsolicited advertising or promotional material (e.g. “spam”);
- copy, modify, adapt or create derivative works from any software made available as part of the Services or attempt to discover or gain access to the source code for such software or reverse engineer, modify, decrypt, extract, disassemble or decompile such software except to the extent that Mynewsdesk is not lawfully entitled to restrict or prevent the same;
- copy, sell, redistribute, publish or use for any commercial purpose any content of Mynewsdesk or any other user of the Services (except to the extent explicitly permitted to do so);
- introduce any kind of harmful or malicious computer code to the Services or otherwise attempt to interfere with the proper working of the Services or otherwise disrupt or try to gain unauthorised access to the Services;
- cause or permit any robot or any automated process to act upon or interact with the Services; or
- impersonate anyone else or misrepresent your affiliation to anyone or any company.
EDITORIAL RIGHTS AND PREROGATIVES
You grant Mynewsdesk a non-exclusive, non-transferable, sub-licensable, royalty free, global and otherwise unlimited license to copy, modify, adapt, transmit, display, perform, distribute, create derivative works from and otherwise use the Press Information, in order to provide the Services and for other related purposes. These rights terminate when you delete the Press Information from the Services or at the end of the term of this Agreement, whichever is the later.
Mynewsdesk reserves the right to systemize, summarize, arrange and layout any Press Information and to publish any Press Information in such modified form or in unmodified form.
Mynewsdesk further reserves the right to remove all or part of your Press Information from the Services at any time and for any reason. Press Information is removed to enhance the quality of the Services in order to create more value for its users.
The Press Information may become publicly available and accessible to journalists as well as others. Mynewsdesk shall not be liable for any premature or late publication of Press Information or for any deletion, blocking or alteration of Press Information.
INTERRUPTIONS, ERRORS ETC.
You acknowledge that maintenance, upgrades, “bugs” and other planned or unplanned causes or circumstances may result in interruptions or errors in the Services and accept that (although Mynewsdesk will make reasonable efforts to keep the Services accessible and error free) your use of the Services may be subject to such interruptions and errors.
You further acknowledge that the contents of the Services are created by its users and that, like most Internet-based services, the Services are vulnerable to various security risks. You therefore accept that (although Mynewsdesk will make reasonable efforts to reduce such risks) when using the Services you may be exposed to offensive or inaccurate material (including contaminated files), spamming, theft of passwords, harassment, forgery, electronic intrusion as well as manipulations, hacking and other unauthorized or premature disclosure of your information.
TERM AND TERMINATION
The Services shall commence on the Subscription Start Date stated in the Order Form and shall continue until the Subscription End Date stated in the Order Form (or, if such a date is not stated, the date falling one month after the Subscription Start Date). Upon the end of that initial period of the term (or the end of any subsequent period of the term which has commenced pursuant to this provision), the term shall (unless otherwise agreed) be extended immediately and automatically (without notice) for a period equal to the initial period unless either party gives at least 90 calendar days written notice to the other prior to the expiry date of the relevant period of the term. If the initial period was a free trial period, the Services will automatically be downgraded to the subscription type "Free" at the end of the trial period.
In addition to the above, Mynewsdesk may on written notice terminate the Agreement if the you: (i) materially or continuously breach the Agreement and fail to remedy such breach (if capable of remedy) within 30 calendar days of being given notice to do so; or (ii) enter into liquidation, either voluntary or compulsory, or become insolvent or enter into receivership, composition or corporate reorganisation proceedings or if execution is levied on any of its goods.
In the event of termination (for whatever reason) Mynewsdesk will delete all or part of the Press Information.
You shall indemnify Mynewsdesk against any and all liability, claims, losses, damages, costs and expenses (including reasonable attorney fees) that Mynewsdesk incurs or suffers as a result of (i) any breach by you of these Terms or (ii) any third party claim arising as a result of any Press Information.
LIABILITY FOR THE SERVICES
Subject to the provisions in Clause 10 below, if the Services do not meet what Mynewsdesk has promised you, you may, by sending a detailed notice of complaint to Mynewsdesk (detailing the relevant deficiencies in the Services), claim a reasonable reduction of the fees for the Services for the period during which the deficiencies remain.
LIMITATIONS OF LIABILITY
Mynewsdesk shall have no liability for loss of revenue, loss of income, loss of profit, loss of saving, loss of use, loss of production, loss of contract, loss of goodwill, loss of data, loss of information, any third party claims or any indirect or consequential loss.
Mynewsdesk’s maximum aggregate liability during any calendar year shall be the sum paid by you to Mynewsdesk during that same calendar year.
Nothing in these Terms shall limit or exclude Mynewsdesk’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or
- fraud or fraudulent misrepresentation.
This Clause 10 shall survive termination of this Agreement.
Mynewsdesk accepts no liability or responsibility to any third party in respect of any of the Services. To that extent the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.
FEES AND PAYMENT
By ordering any Service you undertake to pay the fees for such Services (which are exclusive of value added tax) as may be changed from time to time in accordance with Clause 18.
You will be invoiced according to the Billing Frequency and the Payment Terms as specified in the Order Form.
Your payment shall, unless otherwise stated in the Order Form, be payable upon receipt of Mynewsdesk’s invoice, not later than 20 calendar days after the date of Mynewsdesk’s invoice. In case of late payment, Mynewsdesk is entitled to charge interest from the due date until receipt of payment in accordance with the current Bank of England base rate. Mynewsdesk is also entitled to charge fees in relation to late payment and debt collection costs.
Neither party shall be liable for any failure to perform or delay in the performance of its obligations to the extent that such failure or delay is caused by any cause or circumstance beyond its reasonable control (which shall include, but not be limited to, interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing).
THIRD PARTY CONTENT AND SERVICES
Your access to the Services may be dependent on third party services (such as Internet and mobile telephone services). Mynewsdesk is not responsible for such services or the results of any failure or delay in such services.
Furthermore, the Services may contain third party created content and links to third party web sites or services. Mynewsdesk is not responsible for such content, web sites or services or for any goods or services offered through or in connection with such content, web sites or services.
INTELLECTUAL PROPERTY RIGHTS
Mynewsdesk (or Mynewsdesk’s licensors) owns and retains all right, title and interest in and to all trademarks, trade names, patents, copyrights, neighbouring rights, registered and registrable designs, design rights, trade secrets, know-how and all other intellectual property and intellectual property rights (whether or not any of them are registered and including applications for registration of any of them) relating to Mynewsdesk or the Services.
Mynewsdesk grants you a non-exclusive, non-assignable, non-transferable and non-sublicensable licence to use the Services subject to your payment of our charges pursuant to Clause 11 solely for use for their intended purposes. This licence is not perpetual and it will end immediately at the end of the term of this Agreement or if you breach these Terms, whichever is the earlier.
Nothing herein shall be construed as to provide for any assignment or transfer of any right, title or interest in or to any such intellectual property and intellectual property rights from Mynewsdesk.
You must not, without the prior written consent of Mynewsdesk, disclose to any third party any information (whether oral or written or in visual, electronic or tangible form) relating to Mynewsdesk that could be considered confidential nor use any such information for any other purpose than the performance or enforcement of this Agreement. Such obligation of confidentiality shall continue in effect until two years after termination of this Agreement.
Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 15.
By submitting information to Mynewsdesk through or in relation to the Services (or registration for an account with Mynewsdesk) you accept (and assure that your representatives to whom the information relates to accept) that Mynewsdesk will use such information to administer and provide the Services and to analyse the use of the Services. Such processing may comprise coordination with other information and transfer of the data to Mynewsdesk’s partners and countries outside the EEA.
You may request to receive from us information regarding the personal data concerning you that is processed by Mynewsdesk. If you would like to receive such information you should submit a written and signed request to Mynewsdesk. If your personal data is incorrect, you may write to us at the address in Clause 17 to request that it is corrected, blocked or deleted.
NOTICES AND CLAIMS
Notices relating to this Agreement shall be made in writing. Notices to Mynewsdesk shall be sent by post to Mynewsdesk AB, Rosenlundsgatan 40, SE-11853 Stockholm, Sweden, or by email to firstname.lastname@example.org. Notices to you will be sent to your registered postal or e-mail address or to such postal or e-mail address which you have notified or used in communication with Mynewsdesk.
In order to not lose your right to make claims under this Agreement, you must make such claims no later than one year after you have (or ought to have) discovered the basis for the claim.
Mynewsdesk reserves the right to change these Terms and the fees for the Services, in whole or in part, at any time. Such changes shall become effective one month after notice thereof is sent to you.
TRANSFER OF THE SERVICES
Mynewsdesk may fully or partially transfer the Services to another company. All rights and obligations between you and Mynewsdesk with regard to the Services (including the Agreement) will then apply between you and the company that takes over the Services.
GOVERNING LAW AND DISPUTES
This Agreement shall be governed by, and construed in accordance with, English law, and each party irrevocably submits to the non-exclusive jurisdiction of the English courts, without prejudice to each party’s right to seek injunctive relief in any court of competent jurisdiction.