TERMS OF SERVICE for PR Direct, a Service of CCNMatthews

1. Definitions
 
"PR Direct" is a service provided by CCNMatthews, owned and operated by Pims Canada Inc. "Client" means the party utilizing the PR Direct service. "Agreement" means this Terms of Service Agreement between the Client and CCNMatthews. "Content" and "Client Content" mean all information and materials submitted by Client to CCNMatthews. "Service" or "Services" means the services provided to Client by CCNMatthews including, but not limited to, news release distribution.

2. This agreement

By using the Service, you hereby agree to be bound by all of the conditions contained in these Terms of Service. CCNMatthews reserves the right in its discretion to modify these Terms of Service at any time. Your continued use of the Service after the posting of any change in these Terms of Service shall constitute your agreement to be bound by such change. These Terms of Service were last updated on October 1,
2005.

3. Client solely responsible for content

The Client is solely responsible for the completeness, truthfulness, accuracy and authenticity of all Content submitted by Client to CCNMatthews. The PR Direct service is an automated service, and CCNMatthews does not undertake to review Content prior to distribution through the Service. CCNMatthews cannot be responsible for proofreading or verifying any information contained in the Content.


4. Representations by client

Client represents and warrants to CCNMatthews, as follows:
• Client has the right and is authorized to cause the Content to be distributed, broadcast and/or filed, as the case may be, through the Service;
• The Content is complete, truthful and accurate;
Client has submitted complete, accurate and truthful information in its Client Profile;
• The distribution, broadcasting and/or filing of the Content will not violate the copyright, trademark, or other intellectual property rights, confidentiality rights or other rights of any other party;
• The Content does not contain any material which is libelous, obscene or otherwise illegal;
• Client will not misuse the Service or misappropriate the Content to compete directly or indirectly with CCNMatthews or engage in derivative commercial activities without CCNMatthews prior written consent; and
• In accepting these Terms of Service, Client is not relying on any representation, guarantee, or statement other than as set forth in these Terms of Service or in the materials on CCNMatthews websites, www.prdirect.ca and/or www.ccnmatthews.com.

5. Selection for publication not guaranteed

Client understands and accepts that CCNMatthews has no control over whether any publisher, broadcaster, editor or journalist who receives Client's news release(s) or other Content will select such Content for publication, broadcast or follow-up.

6. Indemnification by client

If any third party brings or threatens any action, arbitration, or other legal proceeding ("legal proceeding") against CCNMatthews, its officers, agents, employees or affiliates or against any third party who broadcasts, displays or distributes the Content with the permission of CCNMatthews, or against any third party who otherwise uses the Content with CCNMatthews’ permission (collectively hereinafter referred to as "the Indemnitees"), arising from the distribution, broadcast, filing or display of any Content provided by Client to CCNMatthews or from any breach by Client of this Agreement, Client shall indemnify, defend, and hold the Indemnitees harmless in connection with the claims made in any such legal proceedings. This shall include the obligation to pay all legal fees, expert witness fees, costs, and expenses incurred or to be incurred by the Indemnitees in connection with the defense of such proceedings (even if such proceedings are without merit).

7. License from Client

Client hereby grants CCNMatthews a non-exclusive, royalty-free, sub-licensable, transferable, and assignable license, to the extent required by CCNMatthews to carry out the terms of this agreement, to store, display, reproduce, distribute and, if appropriate, translate the Content. Client also grants CCNMatthews the right to mention Client's name in CCNMatthews's marketing material, unless Client requests in writing that CCNMatthews refrain from such mention.

8. CCNMatthews right to reject unsuitable content

CCNMatthews reserves the right to reject a Client news release if in the view of CCNMatthews the content of the release is unsuitable for distribution.

9. User id and password

Client user id and password are known only to Client. To guard against fraudulent use of your account by unauthorized persons or parties, Client agrees to keep the user id and password confidential and to notify CCNMatthews if Client believes this confidentiality may have been, or may become breached. CCNMatthews reserves the right to modify passwords at anytime.


10. Additional terms and conditions

All content must be submitted in a format or formats approved by CCNMatthews using the template provided.

11. Prices

Prices for CCNMatthews' Services may change from time to time. The price charged for a specific Service will be the price in effect at the time the Service is requested, subject to any additional terms and conditions that may have been agreed to in writing by Client and by CCNMatthews.

12. Payment and credit terms

Clients will be invoiced for Services. Unless otherwise specified, invoices are due upon receipt.

13. Default

If Client fails to pay any sums when due, Client acknowledges and agrees that CCNMatthews may demand payment of the balance owed in full, including accrued interest at the monthly rate of
1.5% of the outstanding balance and any reasonable incumbent legal fees, should legal services be required.

14. No warranties by news release experts

Except as stated in this agreement, CCNMatthews makes no warranty, express or implied, and no promise or representation has been made by CCNMatthews regarding any services to be provided by or through CCNMatthews

15. Withdrawal of service

CCNMatthews may suspend temporarily or terminate permanently the operation of the Service at any time. Nothing in these Terms of Service shall give rise to a continuing contract or to continuing obligations between CCNMatthews and any Client, save with respect to payment of amounts owing pursuant to these Terms of Service and save with respect to obligations herein to indemnify and hold harmless, which shall survive any suspension or termination by CCNMatthews of the Service.

16. Limitation of liability of CCNMatthews

CCNMATTHEWS' LIABILITY SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY OR ON BEHALF OF THE CLIENT TO CCNMATTHEWS IN CONNECTION WITH THE SERVICES OUT OF WHICH THE CLAIM BY CLIENT ARISES.
CCNMatthews shall not be liable for indirect, incidental, consequential, special or exemplary damages (even if CCNMatthews has been advised of the possibility of such damages and including such damages as might be incurred by third parties), arising from performance under, or failure of performance under, any provision of this Agreement, such as, but not limited to, loss of revenue, change in share price, loss of anticipated profits or lost business.
This limitation of liability applies to any damages, including without limitation those caused by any failure or performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous conduct, acts or omissions, negligence, or under any other claim or cause of action.

17. Notices

At CCNMatthews' sole discretion, notices by CCNMatthews to Clients regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the CCNMatthews website - www.ccnmatthews.com - or by e-mail to the Client.

18. Entire agreement

These Terms of Service, together with any written agreement referenced in section 11 above ("Prices"), constitute the entire agreement between Client and CCNMatthews regarding the Services provided and/or to be provided by CCNMatthews. These Terms of Service replace any and all prior written and oral understandings and writings regarding these Services.

19. Jurisdiction

Any lawsuit filed by either party to enforce or construe any right granted under these Terms of Service shall be filed exclusively in the province of Ontario. In connection with any such action, Client consents to jurisdiction in the province of Ontario. In any such action, the parties agree that the laws of the province of Ontario shall apply and shall govern the determination of the action.

20. Effect of delivery of notices by facsimile or e-mail

The parties agree that the parties shall treat any document sent to the other by facsimile or by electronic mail as if the document were an original delivered to the recipient by hand delivery.
THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL IMAGES SUBMITTED TO CCNMATTHEWS FOR DISTRIBUTION ON THE CANADIAN PRESS PHOTO NETWORK OR FOR STORAGE IN THE CCNMATTHEWS OR CP PICTURE ARCHIVES.

1. Only customers of CCNMatthews or CP Images – CLIENT - may distribute pictures on the Canadian Press Photo Network or stored on either the CCNMatthews database or the CP Picture Archive (“ARCHIVE”) subject to the terms described on this page.

2. CLIENT may from time to time submit to CCNMatthews or CP Images for distribution on the Canadian Press Photo Network (“WIRE”) or for deposit in the CP Archive (“ARCHIVE”) visual images for the review and use by others. CLIENT shall at its cost place in each of the visual images submitted a brief description of the image, the date of its creation and the identity of the creator as well as any restrictions on its use - all in such form as CP Images’ editors may direct.


3. CCNMATTHEWS agrees to distribute the images on the WIRE to all newspapers and client subscribers that have provided approval to receive transmissions or place in the ARCHIVE the visual images to be archived and to enter into binding contracts with users of the WIRE and the ARCHIVE for the use of such visual images for editorial purposes.


4. In consideration of CCNMATTHEWS services, CLIENT hereby grants to CCNMATTHEWS the right to place the visual images submitted to it on the CCNMatthews web site, in the ARCHIVE and to transmit them by telecommunications to users of the WIRE and the ARCHIVE and to authorize the users of the WIRE and the ARCHIVE to publish the visual images, subject to any specific restrictions identified by the CLIENT in the meta data delivered to CCNMATTHEWS with the photograph. All rights and the copyright owned by CLIENT, which are not specifically granted hereby, are reserved to CLIENT.


5. CLIENT warrants that it has the right to enter into this agreement and that it has all rights to the visual images submitted to CCNMATTHEWS under this agreement necessary to grant to CCNMATTHEWS the rights herein granted. CLIENT shall indemnify and save harmless The Canadian Press, its members, directors, officers, employees and agents from any damages costs or claims of any nature whatsoever arising from any breach or alleged breach of the warranties. CLIENT is not entitled to any royalty based upon the use by a CP member newspaper or other CP Archive account holder's use of visual image distributed by CCNMATTHEWS.

For more information about our services, contact your PR Direct representative at 416.362.0885 or send an e-mail to info@prdirect.ca.

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