PR Newswire Association LLC Terms of Service

    Last Updated: _______September 8, 2010_________

    Terms & Conditions

    PR Newswire Association LLC ("PR Newswire," "we," or “us”) provides the ProfNet Connect website (the “Site”), including the functionality and services available through the Site (collectively, the "Service"), to you subject to the following Terms of Service ("TOS").
    YOUR USE OF THE SERVICE, INCLUDING ANY PART THEREOF, CONSTITUTES YOUR BINDING ACCEPTANCE OF THESE TOS.
    If you are using the Service as an employee, owner, or otherwise as an agent of another person or entity, you hereby affirm that you are authorized to represent such person or entity. You agree, on behalf of yourself and on behalf of any such person or entity, to be bound by the TOS.
    Because we may modify all or any part of these TOS from time to time without notice to you, you should check back often so you are aware of your current rights and responsibilities. Your continued use of the Service after changes to the TOS have been published constitutes your binding acceptance of the updated TOS.
    If at any time the TOS are no longer acceptable to you, you should immediately cease using the Service.

    General Rules of Conduct

    Your use of the Service is subject to all applicable local, state, national and international laws and regulations. You agree to abide by all such laws and regulations, including those relating to intellectual property, defamation, privacy, and the transmission or exportation of data.
    You agree that you will not do, attempt to do or cause to be done, any of the following:
    • interfere with another member's use or enjoyment of the Service;
    • reproduce, distribute, republish or retransmit material posted by any other users without the permission of that user and PR Newswire;
    • access the Service through an unauthorized interface or in any other unauthorized manner;
    • take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
    • interfere with the proper working of the Service, any activities conducted on or through the Service, or any networks through which you access the Service;
    • interfere with or disrupt the security measures of the Service;
    • interfere with or disrupt networks connected to the Service, or otherwise violate the terms or policies of such networks; or
    • introduce any viruses, Trojan horses, time bombs, worms, cancelbots, easter eggs or other computer programming routines that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.
    You further agree that you will not use the Service to:
    • send (or cause or enable to be sent) junk e-mail, chain letters, duplicative or unsolicited messages, or spam;
    • promote or generate revenue for any business or commercial purposes, whether or not for a charge or through linking with any other web services or pages, except as explicitly authorized by PR Newswire;
    • misrepresent (by statement or by omission) your identity, credentials or experience, or impersonate any person or entity;
    • "stalk," threaten, or otherwise harass another;
    • collect or store personal information about other users without the explicit consent of those users; or
    • cause harm to minors in any way.

    Information & Content

    In the course of using the Service, you may submit or disseminate certain information or content, and you may receive or access information or content submitted or disseminated by others, usually falling into one of three categories:
    • Personal Information – including personal and professional information about yourself or others.
    • Content – generally, material generated by you or a third party (including, for example, the text of an e-mail communication), incorporating information, ideas, descriptions, compilations of data, opinions or other expressions of thought, photographs, images, drawings, video, or other creative expressions or works.
    • Account Information – including all information necessary to establish your ProfNet Connect account, including your username & password, contact information, and in some instances, may include credit card information.
    Throughout this TOS, when we refer to “content” or “information,” we are referring to all types of content and information submitted, uploaded, transmitted or disseminated by users, whether on, or through, or in connection with the Service, including (i) in their registration, (ii) in their profile, (iii) in communications (such as, queries, alerts, advisories, opportunities or responses to any of the same) submitted to or through the Service, (iv) through postings (such as forum, bulletin board, chat, news group, community, blog postings), or (v) directly to other users through outside channels.
    Regardless of the manner in which it is submitted or accessed by you, you hereby agree to abide by these terms and conditions with regard to your own information and content, as well as that of others.
    In addition to information or content you may submit, we may also generate information about how you use the Service (a/k/a, user analytics).
    We encourage you to read our Privacy Policy, to understand the types of information we collect, how we use it, and what choices you have.

    User Accounts & Account Information

    You are solely responsible for the security of your account, and for keeping your account information confidential.
    You may not share your username or password with anyone. You may not transfer your registration, password or user name to any other person or entity, or otherwise let anyone access or use your account.
    You are also solely responsible for any information or content submitted, and any other activity that takes place on or through your account. For purposes of these TOS, any information or content submitted on or through your account is deemed to have been submitted by you.
    If you become aware that your account may have been breached or compromised in some way, you agree to change your username and/or password, if possible, and notify us immediately at ProfNetConnect@PRNewswire.com.
    We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

    Restriction, Suspension, Deactivation or Termination

    We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time without prior notice:
    • restrict, suspend or terminate your access to the Service, or any parts thereof;
    • deactivate your account;
    • delete any or all of the information, files or other contents of your account;
    • establish general practices and limits concerning accounts and use of the Service;
    • use any technological, legal, operational or other means available to PR Newswire to enforce the provisions of these TOS, including, blocking specific IP addresses.
    We may take any of the above actions for any legitimate business reason, as determined by PR Newswire in its sole discretion, including (a) suspicion of a breach or violation of the TOS or other incorporated agreements or guidelines, (b) a request by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification of the Service (or any part thereof), and (e) technical or security issues or problems.
    In addition, if you select a username that PR Newswire, in sole discretion, deems to be potentially misleading, infringing, obscene, indecent, abusive or otherwise objectionable, PR Newswire has the right, without prior notice to you, to change your username, delete information, files and other contents stored in the account, deny you access to the Service, or any combination of the foregoing.
    Once an account has been deactivated (for whatever reason), the all information, files and other contents stored in that account will be irretrievably deleted.
    PR Newswire will not be liable to you or any third party for taking any of the above listed actions.

    Your Information & Content

    You agree that you are solely responsible for all content and information that you submit to or through the Service.
    You represent and warrant that your content and information will not be or contain any material:
    • that is false, inaccurate, or misleading;
    • that infringes PR Newswire’s or any third party's copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy;
    • that is defamatory or libelous, including trade libel or product disparagement;
    • that is threatening or harassing; or
    • that is obscene, offensive, or pornographic.
    You further represent and warrant that:
    • you will only submit content and information that is either original to and exclusively owned by you, or to which you have obtained all necessary third-party permissions and licenses;
    • you have affixed copyright notices and attributed all third party content, as necessary; and
    • you have the full and unrestricted power to convey all rights conveyed.
    You agree not to submit information:
    • in violation of a nondisclosure agreement; or
    • in violation of any law or regulation (including those governing export control, unfair competition, privacy and false advertising);
    You agree to update your account information immediately if it becomes outdated.
    If you provide any information or content that is, or that PR Newswire in its reasonable discretion determines may be, untrue, inaccurate, outdated, incomplete, or posted without authorization or otherwise does or may violate these TOS, PR Newswire reserves the right, without prior notice, to refuse or remove any such information or content, or suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). (See Account or Service Deactivation or Termination section.)
    You acknowledge that, subject to our Privacy Policy, PR Newswire has no responsibility or liability for the actions of other users and visitors to the Site, including actions any of them may take with respect to information or content that you submit through the Service. Please exercise appropriate caution when posting or communicating any information or content to or through the Service.

    Content & Info of Other Users

    The Service is provided by PR Newswire "AS IS." (For more detailed disclaimers, see the “Disclaimers” section below.)
    PR Newswire does not guarantee the accuracy, integrity or quality or any other aspect of any information or content available on or through the Service.
    In using the Service, you may be exposed to information or content that you find offensive, indecent, objectionable, or that is inaccurate, or defamatory, and you agree that PR Newswire bears no responsibility therefor.
    Information and content submitted by other users do not reflect the views of PR Newswire, and we do not screen, monitor, verify, endorse, or vouch for any such content. Nor do we verify the identity or expertise of users.
    You bear all risks associated with viewing, receiving or using content and information available through the Service, and acknowledge that if you choose to rely on any content or information viewed or received through the Service, you do so at your own risk.
    You should also take reasonable precautions with regard to any material you download from or through the Service (for example, scanning for viruses or other damaging computer programming routines). If you choose to receive, copy or download material submitted by other users, you do so at your own risk.
    The appearance or availability of links to third party websites on or through the Service does not constitute an endorsement by PR Newswire with respect to such third parties, their products/services, or websites.

    License

    Subject to our Privacy Policy, you specifically grant to PR Newswire and its affiliates and service providers (or warrant that the owner of such material grants to PR Newswire and its affiliates and service providers) a perpetual, worldwide, royalty-free, irrevocable, nonexclusive right and license, sublicensable through multiple tiers, to:
    • use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all information and content submitted by you or through your account, in whole or in part;
    • use, in whole or in part, your name, likeness, photograph, voice, company name, screen name, e-mail address and/or other identifying information submitted by you, and reproduce, publish, create derivative works from, distribute, perform and display materials containing the same; and
    • incorporate information and content in other works in any form, media or technology now known or later developed throughout the universe, and reproduce, publish, display and otherwise distribute the same.
    For sake of clarity, by virtue of the above grant, you also give PR Newswire and its affiliates permission to copy your information and content as part of the normal backup process and/or to archive discussions containing the same.
    PR Newswire reserves the right to remove any information or content at any time without notice to its author or owner.

    PR Newswire's Proprietary Rights

    Except with respect to content or information submitted by you, as between you and PR Newswire, all information, content submitted by other users, and all proprietary elements and aspects of the Service, or any proprietary material generated or derived from the same (including software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, information, the compilation of all information and content on the ProfNet Connect site, the selection, sequence and 'look and feel' and arrangement of items), and all trademarks, service marks and trade names used in association with the Service (individually or collectively, "PR Newswire Material"), are the exclusive property of PR Newswire.
    PR Newswire Materials are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties.
    You may not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any PR Newswire Materials without the express prior written consent of PR Newswire or its owner if PR Newswire is not the owner.
    You may not frame any such material without the express prior written consent of PR Newswire or its owner.
    You may not alter, delete or conceal any copyright or other notices contained on the Service, including notices on any PR Newswire Material.
    Any unauthorized or prohibited use of the Service, any PR Newswire Material or other proprietary material may subject you to civil liability or criminal prosecution, or both, under applicable federal and state laws.

    Promotions

    PR Newswire may from time to time conduct promotions, including, but not limited to, auctions, contests and sweepstakes ("Promotions"). Each Promotion will have additional terms, conditions and rules which will be posted or otherwise made available to you and, for purposes of each Promotion in which you participate, will be deemed incorporated by reference into these TOS (and therefore a part of your agreement with PR Newswire).

    Fee-Based Services

    Some PR Newswire products or services may require a fee for access or use, as described in the specific conditions provided where those products or services are offered. You agree to pay all fees and charges that you incur. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable.

    Privacy

    You understand and agree that you may receive certain communications from PR Newswire (such as administrative messages and certain newsletters) that are considered part of the Service, and that you may not be able to opt out of receiving them.
    Please see our Privacy Policy for other important information and disclosures relating to the collection and use of your information in connection with your use of the Service.

    Indemnification

    You hereby agree to indemnify, defend and hold PR Newswire, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, vendors, and licensors (collectively, the "PR Newswire Parties"), harmless from and against any and all liability, losses, expenses, damages and costs (including attorneys' fees), incurred by any PR Newswire Party in connection with any claim arising out of your use or alleged use of the Service (including, any use of your accounts or your passwords by any person, whether or not authorized by you), the information or content you submit, post, transmit or make available through the Service, or your violation or alleged violation of these TOS or the rights of any other person or entity.
    PR Newswire reserves the right to assume the defense and control of any claim, action or other matter for which you are required to indemnify us, and all negotiations for settlement or compromise thereof, and you agree to fully cooperate with PR Newswire in the defense of any such claim, action, settlement or negotiations, as requested by PR Newswire.

    Disclaimers

    THE SERVICE AND PR NEWSWIRE MATERIALS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, PR Newswire is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Service, or any misrepresentation or breach of these TOS by another user. As between you and PR Newswire, you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Service, including, without limitation, postings and materials associated with your use of the Service. Under no circumstances shall any PR Newswire Party be liable for any loss or damage caused by your reliance on information obtained through the Service. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Service.
    PR NEWSWIRE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU IN ANY WAY IN CONNECTION WITH COMMUNICATIONS, ACTIVITIES OR TRANSACTIONS BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, WARRANTIES, COVENANTS, CONTRACTS OR OTHER TERMS OR CONDITIONS THAT MAY EXIST BETWEEN YOU AND SUCH PARTY, OR ANY GOODS OR SERVICES YOU MAY PURCHASE OR OBTAIN FROM SUCH PARTY).

    Limitation of Liability

    IN NO EVENT SHALL ANY PR NEWSWIRE PARTY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE SERVICES OR ANY PR NEWSWIRE MATERIAL, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SUCH PR NEWSWIRE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE SERVICES, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY PR NEWSWIRE PARTY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00). Notwithstanding any claim that a sole or exclusive remedy which is provided in this TOS may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have PR Newswire, upon written notice from you to us, attempt to repair, correct or replace any deficient portion of the Service and, if repair, correction or replacement is not reasonably commercially practicable for PR Newswire, in its sole discretion, to refund all or a portion of any monies actually paid by you for the implicated portion of the Service, and to terminate and discontinue your use of the Service.

    Miscellaneous

    General. This site is created, controlled and operated by PR Newswire in the USA, and is intended solely and exclusively for residents of the United States, its territories and possessions who are at least 13 years of age or older. If you choose to access this site from another location, you are responsible for complying with local laws, if and to the extent that local laws apply.
    Entire Agreement. These TOS, including the policies, terms and conditions referred to in these TOS, constitute the entire agreement between you and PR Newswire and govern your use of the Service, superseding any prior agreements between you and PR Newswire relating to the subject matter hereof. Other PR Newswire products or services, or those of affiliates, or third-parties are subject to their own terms and conditions.
    Amendment or Termination. These TOS cannot be changed or terminated except in a writing signed by the party against which it is offered.
    Notice. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on or through the Service or delivering them to you through e-mail. If you do not provide us with accurate information and update it as necessary, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting the General Counsel, PR Newswire, 350 Hudson Street, New York, New York 10014. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
    Cumulative Rights. Except as otherwise provided, no rights or remedies of PR Newswire in this TOS are exclusive, but are cumulative of all other rights and remedies.
    Assignment. These TOS may be automatically assigned or delegated, in whole or in part, by PR Newswire to an affiliate or a third party, in our sole discretion, in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or delegate this agreement, and any attempt to do so will be null and void.
    Choice of Law & Forum. The formation, construction and interpretation of this agreement and all disputes arising hereunder shall be controlled by the laws of the State of New York, giving no effect to choice of law provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this agreement. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
    Construction. In these TOS, unless otherwise specified: (i) "herein," hereof," "hereunder," "hereto," and similar terms, refer to these TOS as a whole and not merely to the specific section, paragraph or clause in which the respective word appears; (ii) any defined terms may, unless the context otherwise requires, be used in the singular or the plural; (iii) “or” connotes any combination of all or any of the items listed; and (iv) where “including,” “include” or “includes” is used to refer to an example or begins a list of items, such example or items shall not be exclusive.
    No Third Party Beneficiaries. Except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this agreement.
    Waiver and Severability of Terms. The failure of PR Newswire to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the offending provision. All other provisions of the TOS remain in full force and effect.
    Statute of Limitations. You agree that regardless of any statute or law to the contrary, you must file any claim or cause of action arising out of or related to use of the Service or the TOS within one (1) year after such claim or cause of action arose, or such claim shall be forever barred.

    Contact Us

    If you encounter any problems with or have any questions about the Service, feel free to contact us at ProfNetConnect@PRNewswire.com.
    California residents may also choose to contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs, at 400 R Street, Sacramento, California 95814 or (800) 952- 5210.
    For questions about these TOS, the practices of this Site or any dealings with PR Newswire, contact us at ProfNetConnect@PRNewswire.com.

    Copyright Infringement

    PR Newswire is not liable for any infringement of copyright arising out of materials posted on or transmitted through the site, or items advertised on the site, by end users or any other third parties.
    If you believe that your rights in copyright are being violated by any materials posted on or transmitted through the site, please contact us promptly so that we may investigate the situation and, if appropriate, block or remove the offending materials.
    We reserve the right to revoke authorization to access the Service for repeat infringers.
    In order for us to investigate your claim of infringement, you must provide us with the following information:
    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
    • A description of the copyrighted work that you believe has been infringed;
    • A description of where the material that you claim is infringing is located or identified on the Site;
    • Your name, address, telephone number, and email address;
    • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    • A statement by you, made under penalty of perjury, that the information submitted to us is accurate and that you are the owner of the copyright or authorized to act on the owner's behalf.
    The above information should be provided to PR Newswire's agent for notice of claims of copyright or other intellectual property infringement, who can be reached as follows:
    By mail
    Copyright Agent
    PR Newswire LLC
    350 Hudson Street (Suite 300)
    New York, NY 10014

    Copyright Notice

    Copyright © 2010 PR Newswire Association LLC
    All materials contained on the Site, including text, graphics, icons, still and moving images, sound recordings, musical compositions, audiovisual works and software, are the property of PR Newswire Association LLC or its content suppliers and are protected by United States and international copyright laws. The compilations of content on the Site are the exclusive property of PR Newswire. You may not reproduce, modify, distribute or republish materials contained on the Site (either directly or by linking) without our prior written permission. You may not alter or remove any trademark, copyright or other notice from copies of content. You may, however, download material from the Site (one machine readable copy and one print copy per page) for your personal, noncommercial use only. We reserve all rights in and title to all material so downloaded. All trademarks, service marks, trade names, trade dress and logos appearing on the Site are the property of their respective owners, including, in some instances PR Newswire.