Bulletin Intelligence Commercial Subscription Terms and Conditions
These terms and conditions (“T&Cs”) are between Bulletin Intelligence LLC, a Delaware corporation with its principal place of business at 11190 Sunrise Valley Drive, Suite 20, Reston, VA 20191 (“Company”) and User (each a “Party” and collectively referred to as the “Parties”). These T&Cs govern the provision and use of certain services provided by Company to User as detailed in any Order Form referencing this T&Cs. These T&Cs, any appendices, and any applicable Order Forms or SOWs are collectively referred to as the “Agreement.”
The Parties agree as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Covered Parties” means Company and its directors, agents, officers, employees, representatives, successors, assigns or Affiliates.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between User and Company including any addenda and supplements thereto.
“Service(s)” means the media monitoring, insights and analytical services provided by Company to User as detailed in any Order Form referencing these T&Cs.
“Third-Party Content” means URLs, headlines, snippets, and extracts or full text of print, social, and broadcast content, which may be reviewed and/or analyzed by Company and provided in whole or in part to User via URL, the Platform or within Reports (the latter two as defined herein).
“User” means an individual (i) who has subscribed to the Services, or (ii) for whom an individual has subscribed to the Services on their behalf.
2. Services and Content
2.1 Subject to these T&Cs, User hereby subscribes to those Services specifically set forth in an Order Form. The Services may include the delivery of analytic reports to User (collectively, “Reports”). Reports may include data about Third-Party Content, Company’s analysis of Third-Party Content, and excerpts, summaries of, and/or links to Third- Party Content. User is responsible for meeting the then-current hardware, operating system, browser and other technical requirements necessary to properly use and access the Services.
2.2 The contents of the Services, including the Reports, are intended for Users’ personal, noncommercial use. Company grants to User a non-exclusive, limited license to use the Reports solely for User’s personal, noncommercial use. User acknowledges and agrees that it will not and will not permit any third party to publish, sell, distribute, or provide, in full or part, the Reports to any third party without the prior written consent of Company, and in no event may User publish, sell, distribute, copy, or reproduce, in full or part, the Reports or any Third-Party Content contained in a Report or otherwise provided to User by Company. User acknowledges and agrees that (i) Company owns the content it contributes to the Reports, and (ii) Reports generally contain summaries and analysis of Third-Party Content, which remain subject to the copyrights of the underlying author of such Third-Party Content.
2.3 Except for the limited license immediately above, all intellectual property rights in the Reports and Services shall at all times remain the exclusive property of Company. User shall not reverse engineer, de-compile, disassemble or otherwise seek to discern the algorithms that underlie the Reports. To the extent that any Report includes links to any Third-Party Content, User shall be responsible to maintain any subscriptions, registrations, etc., required to access the full-text source material it wishes to review.
2.4 Reports may be provided to Uservia Company’s platform made available online by Company or any of its Affiliates (the “Platform”). If an Order Form notes that Reports are delivered via the Platform, then Company grants User a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Platform solely for User’s own personal, noncommercial use in accordance with the terms and conditions in this Agreement. User shall not (1) license, sublicense, sell, resell, rent, transfer, assign, or otherwise commercially exploit or make the Platform available to, or use the Platform for the benefit of, any third party (including in a service bureau or outsourcing offering); or (2) access the Platform in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Platform, or (c) copy any features, functions or graphics of the Platform. Company reserves the right to alter, delete, replace or alter the functionality of the Platform. User is responsible for all actions taken via User’s account, including protecting the confidentiality of User’s passwords and user IDs used to access the Platform. No license or other rights in the Platform are granted to User hereunder, and all rights not expressly granted to User herein are expressly reserved to Company. User agrees not to modify, create derivative works of, translate, reverse engineer, decompile, or disassemble the Platform or otherwise recreate or gain access to the source code.
3. FEES AND PAYMENT
3.1 Fees; Changes to Orders. User will pay all fees set forth in an Order Form. Except as otherwise specified in these T&Cs, payment obligations are non-cancelable, and fees paid are non-refundable. All payments will be made in U.S. dollars unless otherwise agreed to by the Parties.
3.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net thirty (30) days from the invoice date. User is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.
3.3 Credit Card Payments. If User provides a credit card to Company, User is granting permission to Company to charge all fees, including monthly, annual or other renewals to the credit card. User may withdraw its consent to installment charges or recurring charges (if any) at any time by providing Company with at least thirty (30) days advance written notice (which may be by email), and making alternative arrangements for payment to be made no later than the same respective charge dates. User represents that it is the card holder of any credit card that it provides to Company for payment(s), and User is authorized to provide this authorization.
3.4 Late Charges. Any payment not received from User by the due date may accrue late charges at the rate of 1.5% of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
3.5 Payment Disputes. If User, in good faith, reasonably disputes any invoiced amounts, it may withhold such disputed amounts, provided that User (1) timely pays the undisputed portion of the invoice; and (2) provides Company with prompt written notice of the dispute and commences discussion with Company to promptly resolve the dispute. Company will not exercise its rights under Section 7.4 if User is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.6 Taxes. Prices set forth on the Order Form do not include taxes. Unless collected and remitted by Company (as indicated on the invoice presented to User by Company), User is responsible for payment of all taxes due to a governmental authority, if any, except for taxes imposed on Company’s net income. User shall provide to Company any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.
4.1 Indemnification. User will defend any Company Covered Party against any claim, demand, suit or proceeding made or brought against such Company Covered Party by a third party alleging that User’s use of any Platform, Service, or Third-Party Content in breach of this Agreement infringes or misappropriates such third party’s intellectual property, proprietary or personal rights or violates applicable law (a “Claim Against Company”), and will indemnify the Company Covered Party from any damages, attorney fees and costs incurred by the Company Covered Party as a result of, or for any amounts paid by the Company Covered Party under a court-approved settlement of a Claim Against Company.
(A) User acknowledges and agrees that the Third-Party Content monitored by Company is subject to copyrights owned by third parties. Company does not imply, represent or warrant, by virtue of supplying information incorporating Third-Party Content, that Company holds or grants any license to use any text, video clips or graphics provided, including news mentions or links to such mentions. User’s use of any text, video clips or graphics provided hereunder shall be at User’s sole risk and expense. All items are protected by copyright owned by the copyright owner or licensor. All Third-Party Content provided by Company is provided “as-is.”
(B) Company does not represent or warrant that any specific source will be monitored by Company or represent that the Reports will be of any particular length. Company reserves the right to change the sources that it monitors at any time. Certain sources may limit User’s ability to view content or access links through the Services, so User may not have access to all publishers of Third-Party Content. User agrees that it shall comply with any such restrictions. Company shall use commercially reasonable efforts to deliver the Reports at the contemplated times but shall not be liable for late release or delivery. All Services and Reports are provided “as-is.”
(C) COMPANY CANNOT GUARANTEE THE COMPLETENESS, CORRECTNESS OR ACCURACY OF DATA SOURCES OR THE RESULTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR MISSED OR INCORRECT ARTICLES (WHETHER PRINT OR ONLINE), TELEVISION BROADCASTS, OR SOCIAL MEDIA POSTS. ACCORDINGLY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ERRORS CONTAINED IN ANY REPORT OR FOR ANY LOSS ARISING FROM OR IN CONNECTION WITH USER’S USE OR INTERPRETATION OF ANY REPORT.
(D) COMPANY DOES NOT MAINTAIN OR CONTROL THIRD-PARTY CONTENT OR THE CONTENT OF OTHER WEBSITES THAT MAY BE LINKED TO IN THE REPORTS AND IS NOT RESPONSIBLE FOR THE AVAILABILITY, COMPLETENESS, TIMELINESS, FACTUAL ACCURACY, OR NON-INFRINGEMENT OF SUCH CONTENT.
(E) THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE (INCLUDING NON-INFRINGEMENT), AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT THE PLATFORM OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE.
6. LIMITATION OF LIABILITY
6.1 Links to Third Party Sites. The Reports may contain hyperlinks to Web sites controlled by parties other than Company. Company is not responsible for and does not endorse or accept any responsibility for the Third-Party Content or use of such Web sites.
6.2 Limitation of Liability. Except for claims related to personal injury or property damage caused solely by Company’s gross negligence or willful misconduct, Company’s entire liability and User’s exclusive remedy for damages for any claims arising under or in connection with this Agreement, regardless of the cause of action, whether in contract or in tort (including without limitation, breach of warranty and negligence claims) shall be limited to User’s actual, awarded direct damages, not to exceed the amounts actually paid by User under this Agreement during the twelve (12) months immediately preceding the month in which the cause of action arose.
6.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL COMPANY, COMPANY’S THIRD- PARTY CONTENT SUPPLIERS, OR ANY OF THEIR DIRECTORS, AGENTS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR AFFILIATES HAVE ANY LIABILITY TO USER FOR (1) ANY CLAIMS OR DEMANDS OF THIRD PARTIES; OR (2) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANTICIPATED PROFITS, LOSS OF REVENUE, ECONOMIC LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT, OR INTERRUPTION OF BUSINESS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7. TERM AND TERMINATION
7.1 Term of T&Cs. The term of these T&Cs commences on the Order Form Effective Date and continues until the expiration or termination of all Service Terms (as defined below) (“Term”). Except as expressly set forth in this Agreement, this Agreement may not be terminated prior to the end of the Term.
7.2 Term of Subscriptions. A “ServiceTerm” is defined as the period of time for each Service provided to User under this Agreement. Service Terms will be set forth in each applicable Order Form.
7.3 Termination for Breach. If either Party believes that the other Party has failed in any material respect to perform its obligations under this Agreement, then that Party may provide written notice to the breaching Party describing the alleged failure in reasonable detail. If a breach has occurred and if the breaching Party does not cure or begin to cure the material failure within thirty (30) days after receiving such written notice, then the non-breaching Party may terminate this Agreement immediately by written notice to the breaching Party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating Party. Notwithstanding the foregoing, Company may terminate this Agreement immediately if User breaches Section 2.2, Section 2.3, or Section 2.4 of this Agreement.
7.4 Suspension of Service by Company. In addition to those conditions, rights, and remedies set forth in this Agreement, Company may suspend access to the Services under any Order Form if, in Company’s reasonable determination: (1) User fails to pay an undisputed invoice within ten (10) days after Company gives User notice of such failure; or (2) User fails to use the Services in accordance with this Agreement. Company will provide notice (which may be by email) of such suspension; and when commercially possible, will work in good faith with User to help User resolve the issue causing the suspension.
7.5 Refund or Payment on Termination. If this Agreement is terminated by User in accordance with Section 7.3 above, Company will refund User any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Company in accordance with Section 7.3 above, User will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve User of its obligation to pay any fees due or payable to Company for the period prior to the effective date of termination.
8. GOVERNING LAW AND DISPUTES
8.1 This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of Maryland exclusive of its choice of law provisions and WITHOUT THE APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. Any suit hereunder will be brought in the federal or state courts located in the State of Maryland, and the Parties submit to the personal jurisdiction thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. User and Company agree that in the event of litigation, the prevailing Party shall have the right to collect from the other Party its reasonable costs and attorneys’ fees.
8.2 Except for actions for non-payment or indemnity under Section 4, no action, regardless of form, arising out of or related to this Agreement may be brought by either Party more than two (2) years after the accrual of the cause of action.
9. GENERAL PROVISIONS
9.1 Anti-Corruption. User has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Company employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If User learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Company’s Legal Department at firstname.lastname@example.org.
9.2 Force Majeure. Except for User’s obligation to pay for Services already performed, neither Party will be responsible for failure to perform contractual duties caused by events beyond such Party’s reasonable control, including but not limited to: (1) failures of utility services or transportation networks; (2) acts of public enemies; (3) terrorism; (4) war; (5) insurrection or riot; (6) natural disasters; (7) a serious accident, strike, labor trouble, or work interruption; (8) compliance with applicable law; or (9) any other events beyond a Party’s reasonable control.
9.3 Relationship of the Parties. The Parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties.
9.4 Third-Party Beneficiaries. Company’s Content licensors shall have the benefit of Company’s rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.
9.5 Notices. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given: (1) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (2) when delivered if delivered personally; or (3) one business day after being sent by express courier service. All notices will be sent to User at its address as set forth in the applicable Order Form. Notices to Company shall be sent to Bulletin Intelligence, 12051 Indian Creek Court, Beltsville, MD 20705, Attn: Legal Department. In addition, Company may provide notices to User electronically either via the Service or via any email address provided by User in connection with User’s account.
9.6 Waiver. No failure or delay by Company in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by Company. If Company waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy Company may have under this Agreement.
9.7 Severability. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the Parties shall substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the Parties.
9.8 Survivability. All provisions of this Agreement relating to disclaimers of warranties, remedies, damages, payment obligations, restrictions on use, and any other terms that either expressly or by their nature should survive, shall survive any termination of this Agreement, and shall continue in full force and effect.
9.9 Assignment. User may not assign this Agreement without Company’s written consent, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
9.11 Headings. Section headings are for reference only and shall not be considered substantive parts of this Agreement.
9.12 Counterparts. This Agreement may be executed by facsimile or electronic signature and in counterparts. 4
9.13 OFAC. User represents and warrants that neither it nor any of its employees is a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order or other governmental action.
9.14 Entire Agreement. This Agreement represents the entire agreement between User and Company with respect to the subject matter, superseding all previous oral or written communications, representations, or agreements or proposals, including but not limited to any purchase order forms submitted by User, and User acknowledges that it has not relied on any representation that is not expressly set forth in this Agreement. The Parties agree that any term or condition stated in a User purchase order or in any other User order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency within the Agreement, the order of precedence shall be: (1) the applicable Order Form and (2) these T&Cs. This Agreement may be modified only by a writing signed by both Parties.