Terms and Conditions

The following terms and conditions are a contract with Intrado (more fully defined below, "Intrado") ("Agreement") and govern access to and use of GlobeNewswire, including any content, functionality and services offered on or through GlobeNewswire ("Service"). Please read the Agreement carefully before you start to use the Service. If you, the individual reading these terms ("You"), are ordering Service and accepting this Agreement (using the Service or clicking to accept or agree to this Agreement when this option is made available) on behalf of Your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind Your employer, or the applicable entity, to these Terms in which case the term "Customer" will refer and apply to such employer as specified in GlobeNewswire account ("Account") registration process; (ii) You have read and understand this Agreement; and (iii) You agree, on behalf of the party that You represent, to this Agreement. If You do not have the legal authority to bind Your employer or the applicable entity, You are not authorized to use the Service and you must not access or use the Service. 

Intrado shall provide the Service in consideration for Customer paying the fees applicable to the Service ("Service Fees") and complying with the terms and conditions of this Agreement.

1. Intrado entity

The relevant Intrado entity is based on where Customer receives the Service as detailed in the table below:

2. Access and Security

Customer agrees that it is fully responsible for the use of the Service by any person or entity for which Customer enables access to the Service, including but not limited to, employees, agents, officers directors or affiliates (each a "User") and each such User's compliance with this Agreement and any breach of this Agreement arising out of or relating to use of the Service by User. Customer shall take reasonable security precautions to only permit access to its Users and to prevent any unauthorized individual or entity from gaining access to the Service, and shall comply with all reasonable Intrado security specifications or instructions in order to prevent the Service from being used or accessed in a manner that is not in accordance with the terms of this Agreement. Intrado provides enhanced security features and recommends use of all available security features. Customer is responsible for dictating security requirements for the Service(s) to Intrado, Customer is responsible for the security of the Services and for understanding legal and privacy requirements of their use of the Services. Customer (and any User), is specifically prohibited from reverse engineering, or performing dynamic or static scanning of, the Service and if Customer (or such User) engages in any such prohibited act, it shall constitute a material breach of this Agreement. In addition, Intrado reserves the right to block IP addresses or malicious threats that may pose security threats to the hosted Service or related infrastructure on an as-needed basis and shall have no liability therefor.

3. Product notes

This Section 3 sets out the terms of use that governs Customer's use of the Service.

1. Intrado grants Customer the limited right to publish and distribute regulatory filings, news releases and associated multimedia content originating from the Customer (collectively, the "Releases") over the Service.
2. Customer may (a) prepare and distribute Releases directly through the Service (the "Self-Service Offering") or (b) send its Releases as source documents (Microsoft® Word®, Excel®, etc.) to Intrado so Intrado may prepare and distribute the Release on behalf of the Customer (the "Full-Service Offering").

Releases must be submitted to Intrado through the Service and Intrado is not obligated to distribute or publish Releases received by any other means. All Releases are hosted on the Service indefinitely. The terms and conditions of the Agreement related to such Releases shall survive as long as Customer's Releases are hosted on the Service. All content submitted by Customer must contain a clearly identifiable source, including contact information such as a phone number or email address. The source indicates the entity or individual that is responsible for the content and cannot be the name of an agency issuing news on behalf of the Customer.

3. Customer hereby grants Intrado and its affiliates a perpetual, non-exclusive, royalty-free, worldwide, sub-licensable right and license to use, distribute, redistribute, store and display any Releases, including in compilations and news feeds only in connection with the provision of Services:
   • in Intrado's and its affiliates' services, including Intrado's and its affiliates' hosted web pages; and
   • via third-party distribution channels. 
4. Customer represents and warrants that it (a) shall comply with the terms of the Agreement, all laws, rules, regulations or other legal or fiduciary obligations while using the Service, (b) shall comply with all applicable restrictions and/or requirements relating to the marketing of crypto derivatives, including, but not limited to, those set out by the United Kingdom’s Financial Conduct Authority, (c) has the legal right and authority to use, and to authorize Intrado to use, distribute, redistribute, transmit, store and display any content comprising the Releases or other communications on its behalf to Customer's requested recipients (e.g., has obtained prior opt-in consent from the recipients where required by law), (d) shall not transmit, or submit to Intrado for transmission, any communication that violates any law, rule, or regulation, including without limitation applicable email spam regulations or export regulations, (e) shall not violate any third-party rights in using the Service, and (f) shall not use the Service in any way that damages Intrado's property or interferes with or disrupts Intrado's systems or other Service users. Customer agrees that it is solely responsible for the validity, accuracy and completeness of the Releases. Customer acknowledges and agrees that Intrado does not and has no obligation to control or monitor Releases nor guarantee the accuracy, integrity, security or quality of any Release.
5. Intrado has the right, but not the obligation, to refuse to publish or distribute any Release that reasonably appears to Intrado to be defamatory, obscene, false, misleading, unlawful, exploitative, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in Intrado's sole judgement) ("Objectionable Content"). In the event that Intrado, a distribution partner, legal authority or regulator rejects a Release, Customer may, at its sole discretion, choose to modify the Release so as to remedy any such rejection, and resubmit the content as a new or updated Release.
6. Customer further agrees not to use the Service to:
   • disseminate any unsolicited or unauthorized advertising, promotional materials, Objectionable Content, spam, junk mail, chain letters, pyramid schemes, requests for personally identifiable information, any other form of solicitation, or any other content or communication that does not constitute a Release;
   • reference another company's stock symbol or other securities identifier for the sole purpose of gaining additional exposure for Customer's Release;
   • transmit or otherwise make available any Releases that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   • upload, post, email, or transmit the same message, URL, or post multiple times;
   • impersonate any person or entity, or company including, but not limited to, a Intrado official, forum leader, guide or host, or falsely state or otherwise misrepresent Customer's affiliation with any person or entity; 
   • post or transmit any file which contains viruses, worms or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Service or any third party; or
   • use or attempt to use any agent, engine, software, or other mechanism (including without limitation 'spiders' or 'bots') to navigate or search the Service or to gather or extract data from the Service (other than the search engines and search agents provided as part of the Service and generally available third-party web browsers).
7. If Intrado determines that Customer has violated any provision of Sections 4, 5 or 6 above, Intrado may suspend or terminate access to the Service immediately without notice and without liability. Consistent with the foregoing, Intrado has adopted and implemented a Digital Millennium Copyright Act (DMCA) repeat infringer policy; per this policy, Intrado may, in appropriate circumstances and if it is determined that Customer is a repeat copyright infringer, terminate Customer's access to the Service. Additionally, Intrado may suspend or terminate access to the Service at any time if instructed to do so by any legal authority or regulator. Intrado shall make commercially reasonable efforts to notify Customer promptly of any such suspension or termination.
8. Customer shall provide Intrado with the identity of Users entitled to publish Releases by completing the required authorization forms. In addition, Customer shall promptly notify Intrado of any changes to authorized users. Customer shall remain the data controller/owner of such information about authorized users and Intrado shall only process such data in accordance with Customer's instructions (as set out in the terms of this Agreement) or as otherwise required by applicable law.
9. Except for Customers receiving an Agency Option as described below in Section 14, Customer may not resell Intrado's Service, whether as part of Customer's commercial operations or otherwise.
10. Customer may cancel or postpone any scheduled Release directly through the Service. Intrado disclaims any and all liability for any damage arising out of Customer's cancellation or postponement of any such Release.
11. Customer agrees to defend, indemnify and hold harmless Intrado, its affiliates, any distribution partner, and their respective employees, officers, directors, third-party providers and other agents ("CS Indemnitees"), from any third party claim against such indemnified party arising from or relating to Intrado's use, storage, publication, distribution, redistribution, or display of any Release or any other content provided by Customer, or otherwise arising from Customer's use or failure to use available security features of the Service. Each CS Indemnitee is a third party beneficiary of this Section 11 and may enforce it directly against Customer.
12. Customer may be presented, via the Services, with the option of ordering translations of Releases into other languages. Such translations (the "Translations") will be performed by third-party service providers (the "Translation Vendors") engaged by Intrado. As between Customer, Intrado, and the Translation Vendors, Customer shall own all right, title, and interest, including all associated copyright rights, in the Translations. To the extent that Intrado possesses any right, title, or interest in the Translations, Intrado hereby assigns such right, title, or interest to Customer. Intrado shall ensure that agreements between Intrado and the Translation Vendors include any further assignment provisions necessary to perfect Customer's ownership in the Translations.
13. Intrado may change the platform from which it delivers the Service, as long as Intrado provides Customer with sufficient time to onboard to the new platform (at least sixty (60) days following notification from Intrado of the need to migrate to a new platform).
14. Specificities to Agency Option: Notwithstanding anything to the contrary in the Agreement, the Agency Option grants Customer the limited right (i) to publish and distribute Releases on the Service on behalf of their customers ("Agency Customers"); (ii) to request the creation of Agency Customer user accounts associated with Customer; (iii) create and administer Agency Customer distribution lists; and (iv) request the set up of third party payor arrangements with Agency Customers. Customer shall remain liable under this Agreement for any liability resulting from or related to Agency Customer Releases or Agency Customer's use of the Service. For the sake of clarity, if no third party payor arrangement is established, Customer shall remain liable for all Service Fees related to Services delivered pursuant to this Agreement.
4. Term

The terms of this Agreement shall apply to Customer's use of the Service effective upon Customer accepting these terms during the Account registration process. Customer may terminate its Account which will terminate this Agreement. Each party's obligations under the following sections will survive any termination of this Agreement: 3, 5, 6, 7, 8, 11 and 12.

5. Payment terms / default

Customer shall be invoiced on a monthly basis. Intrado will send invoices to the Customer's contact information provided during the Account registration process. All payments are due within thirty (30) days of the invoice date. Customer agrees to pay according to these terms. All invoices shall be deemed final and binding unless Customer provides Intrado notice of any alleged discrepancies no later than ten (10) days from the invoice date. Intrado may apply a late fee of 1.5% per month or the highest lawful interest rate, whichever is lower, to all amounts not paid when due.

If Customer fails to pay an invoice in full within sixty (60) days of the invoice date, Customer acknowledges and agrees that Intrado may (1) suspend or terminate Customer's access to the Service and (2) demand payment of the balance owed in full, with accrued interest according to applicable laws and late charges. In the event of a default on the balance owed, Customer agrees to pay all costs of collection, including attorneys' fees and costs which are incurred by Intrado or its agents.

6. Intellectual property rights / third-party providers

As between Customer and Intrado, Customer retains all intellectual property rights in the data, information and materials provided by Customer to Intrado to perform the Service (the "Customer Data").

As between Customer and Intrado, Intrado and its third party providers retain all intellectual property rights in the Service, whether or not marked. Customer shall not share, transfer, disclose, copy, publish or create derivative works from the Service without Intrado's prior written approval. Customer shall not modify any markings or any proprietary rights notices of Intrado or its third party service providers.

Service is comprised of data and/or functionality sourced from third-party providers. Customer's access, continued access and use of the Service are subject to additional terms required by such third-party providers. Such third-party terms shall be made available to Customer from time to time within the Service, directly by a third-party provider or by Intrado at www.westuc.com/en-us/3rd-party-terms. By using the Service, Customer acknowledges and agrees that: (a) such third-party terms are legally binding on Customer and Customer shall comply with such third-party terms; (b) no third-party term shall expand Customer's rights or Intrado's obligations under this Agreement; (c) the various third-party terms that have been provided, are being provided contemporaneously herewith or will be provided hereafter from time to time, are provided on a per third-party provider basis, and Customer shall not be entitled to draw any inference by construing together the various third-party terms; and (d) each third-party provider shall be an express third-party beneficiary of this Agreement in respect of the third-party terms provided by such specific third-party provider and the other terms of this Agreement expressly applicable generally to all third-party providers. Third-party providers may require that Intrado suspend or terminate Customer's access to data and/or functionality provided by that third-party provider if Customer fails to comply with the applicable third-party terms, and Customer acknowledges that Intrado shall have no liability in the event of such suspension or termination.

7. Warranty disclaimer

INTRADO AND ITS THIRD-PARTY PROVIDERS MAKE THE SERVICE AVAILABLE ON AN "AS IS" BASIS AND MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, PERFORMANCE, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INTRADO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE COMPLETE, TIMELY, UNINTERUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES. CUSTOMER AGREES THAT IT IS USING THE SERVICES AT ITS OWN RISK, THAT THE SERVICES DO NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL SECURITIES OF ANY KIND, AND THAT INTRADO HAS NOT UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF SECURITIES FOR OR BY CUSTOMER OR ANY USER.

8. Limitation of liability

In no event will Intrado be liable for any loss of profits, revenues, trades or goodwill or for any indirect, consequential, incidental, punitive, special or exemplary damages, regardless of cause and regardless of whether or not Intrado has been advised of the possibility of such damages. Notwithstanding the foregoing, if Intrado is for any other reason held liable to Customer or to any other individual or entity, including in contract, for indemnification or in tort, liability is limited to the actual fees paid by Customer for the affected Release such liability shall be in aggregate and not per incident. This limitation of liability shall also apply to any Intrado affiliate or third party provider. The limitations in this section will not apply to the extent prohibited by applicable law. The following two sentences only apply to Customers contracting with the Intrado entity in Canada: "Gross Negligence" shall be defined as (1) willful, wanton, careless or reckless (a) misconduct or (b) disregard of the duty of care towards others, which causes a risk of harm known or so obvious that the actor must be taken to have been aware of it, and/or (2) failure to use even the slightest amount of care, or conduct so reckless, as to demonstrate a substantial lack of concern for the safety of others. For the avoidance of doubt, Gross Negligence must be more than a mere mistake resulting from inexperience, excitement, or confusion, and more than mere thoughtlessness or inadvertence of simply inattention.

9. Force Majeure

Except for Customer's payment obligations, neither party shall be in breach of this Agreement to the extent they are delayed in performing or observing their obligations undertaken in this Agreement to the extent and for such time as prevented or hindered from doing so by circumstances beyond such party's reasonable control.

10. Publicity

Intrado may disclose in its publicity materials that the Customer is a customer of Intrado for the Service. Except as set forth herein, all media releases, public announcements and public disclosures by either party relating to this Agreement, or its subject matter, including promotional or marketing material, shall be mutually agreed to in writing by the parties prior to release.

11. Entire agreement / relationship / severability

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, communications, writings, and understandings and may not be modified except in a writing signed by both parties. Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) by any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Except as expressly provided herein, neither party may assign or transfer this Agreement (including by operation of law), or any of its rights or obligations, to a third party without prior written consent and such consent shall not be unreasonably withheld. However, Intrado shall be entitled to assign or transfer its rights or obligations to an affiliate or subsidiary without consent. In the event and for so long as Customer has a current Master Services Agreement ("MSA") and a Service Order ("SO") for the Service in place with Intrado, the MSA and SO shall govern Customer's use of the Service beginning on the effective date of the SO. For the sake of clarity, this Agreement supersedes any content license agreement or other distribution agreement that may be in place between Intrado and Customer.

Nothing in this Agreement shall create a partnership or joint venture between the parties and neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf the other party or pledge the credit of or otherwise bind or oblige the other party.

If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of the Agreement.

12. Arbitration / governing law

The provision below that corresponds to the Intrado entity that is party to this Agreement shall apply. Notwithstanding the provisions below, neither party has any obligation to comply with this provision before bringing an action in any court of competent jurisdiction for injunctive relief in the event of a breach or threatened or attempted breach of confidentiality or license terms or any other provision hereof which would be reasonably likely to cause such party immediate harm for which money damages would be inadequate.

Intrado entity:

13. Change in terms

Intrado may add to, change or remove any part of these Agreement at any time, with notice to Customer. Intrado will provide Customer with notice of a new Agreement via a pop-up window appearing during the Service login process. Any changes to this Agreement or any terms posted on the Service apply as soon as they are posted on the Service. By continuing to use the Service after any changes are posted on the Service, Customer indicates its acceptance of those changes. If Customer does not wish to accept such changes, Customer may terminate Customer's Account and discontinue use of the Service. Intrado may add, change, discontinue, remove or suspend any other content posted on the Service, at any time, without notice and without liability.