Master Subscription Agreement
As part of the Service, PublicServiceMonitor will provide you with use of the Service, including a browser interface, transmission and access. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the PublicServiceMonitor website incorporated by reference herein, including but not limited to PublicServiceMonitor’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security
PublicServiceMonitor’s privacy and security policies may be viewed at http://www.PublicServiceMonitor.com/privacy and http://www.PublicServiceMonitor.com/security. PublicServiceMonitor reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Users, from time to time, when they log in will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from PublicServiceMonitor. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Settings. Note that because the Service is a hosted, online application, PublicServiceMonitor occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that PublicServiceMonitor can disclose the fact that you are a paying customer and the edition of the Service that you are using.
2. Licence Grant and Restrictions
2.1 PublicServiceMonitor hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service and Data, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by PublicServiceMonitor and its licensors.
2.2 You may not access the Service or Data if you are a direct competitor of PublicServiceMonitor, except with PublicServiceMonitor’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.3 You shall not (i) modify or make derivative works based upon the Service, Data or the Content; (ii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
2.4 User licences cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
2.5 You shall not: (i) interfere with or disrupt the integrity or performance of the Service or the Data contained therein; or (ii) attempt to gain unauthorised access to the Service or its related systems or networks.
3. Your Responsibilities
3.1 You are responsible for making all reasonable efforts to keep your user name and password secure and for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service and Data, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify PublicServiceMonitor immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to PublicServiceMonitor immediately and use reasonable efforts to stop immediately any copying or distribution of Content or Data that is known or suspected by you or your Users; and (iii) not impersonate another PublicServiceMonitor user or provide false identity information to gain access to or use the Service or Data.
3.2 You are responsible for providing and maintaining all of the network, IT and communications facilities (and for being authorised to use them) necessary for use of the Services.
4. Customer Data
PublicServiceMonitor does not own any data, information or material that you submit to the Service in the course of using the Service (‘Customer Data’). You, not PublicServiceMonitor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and PublicServiceMonitor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), PublicServiceMonitor will delete customer data after 30 days of termination. PublicServiceMonitor reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and PublicServiceMonitor shall have no obligation to maintain or forward any Customer Data.
5. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. PublicServiceMonitor and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. PublicServiceMonitor does not endorse any sites on the Internet that are linked through the Service. PublicServiceMonitor provides these links to you only as a matter of convenience, and in no event shall PublicServiceMonitor or its licensors be responsible for any content, products, or other materials on or available from such sites. PublicServiceMonitor provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licence or other terms prior to your use of or access to such software, hardware or services.
6. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all licences ordered for the entire Licence Term, whether or not such licences are actively used. You must provide PublicServiceMonitor with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised Licence Administrator may add licences by executing an additional written Order Form or using the Online Order Centre. Additional licences will be subject to the following:
(i) additional licences will be coterminous with the pre-existing Licence Term (either Initial Term or renewal term);
(ii) the licence fee for the additional licences will be the then current, generally applicable licence fee; and
(iii) licences added in the middle of a billing month will be charged in full for that billing month. PublicServiceMonitor reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
7.1 You agree to provide PublicServiceMonitor with complete and accurate billing and contact information. This information includes your legal company name, registration number, country of registration, street address, e-mail address, and name and telephone number of an authorised billing contact and Licence Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, PublicServiceMonitor reserves the right to terminate your access to the Service in addition to any other legal remedies.
7.2 Unless PublicServiceMonitor in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United Kingdom will be billed in British Pounds and subject to U.K. payment terms and pricing schemes (‘U.K. Customers’) (ii) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (‘U.S. Customers’); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese Yen and subject to Japanese payment terms and pricing schemes (‘Japanese Customers’); and (iii) all other entities will be billed in British Pounds, Euros or local currency and be subject to either U.K. or non-U.K. payment terms and pricing schemes at the discretion of PublicServiceMonitor (‘Non-U.K Customers’).
7.3 If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8. Non-Payment and Suspension
In addition to any other rights granted to PublicServiceMonitor herein, PublicServiceMonitor reserves the right to suspend or terminate this Agreement and your access to the Service and Data if your account falls into arrears. Arrears invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User and Keyword licences during any period of suspension. If you or PublicServiceMonitor initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that PublicServiceMonitor may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
This Agreement commences on the Effective Date and runs for the Initial Term and continues annually thereafter until terminated by either party giving to the other not less than one (1) months’ notice in writing (any such notice not to expire earlier than the next anniversary of the Effective Date
10. Termination for Cause
Any breach of your payment obligations or unauthorised use of the PublicServiceMonitor Technology or Service or Data will be deemed a material breach of this Agreement. PublicServiceMonitor, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that PublicServiceMonitor has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Intellectual Property Ownership
11.1 PublicServiceMonitor alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the PublicServiceMonitor Technology and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or Data, the PublicServiceMonitor Technology or the Intellectual Property Rights owned by PublicServiceMonitor. The PublicServiceMonitor name, the PublicServiceMonitor logo, and the product names associated with the Service are trademarks of PublicServiceMonitor or third parties, and no right or licence is granted to use them.
11.2 The Service uses information obtained via the Internet which may have copyright, Intellectual Property Rights or other licence protection associated with it, in no way does the Service or the Data imply you are free to use this information available on the Internet in any way without first seeking permission from the owner of such copyright, Intellectual Property Rights or other licence protection.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. PublicServiceMonitor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online PublicServiceMonitor help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13.1 The Service and the Data is dependent on information obtained via the Internet, and we cannot guarantee its accuracy, availability, completeness or correctness. The Service and Data, and any information that you receive through the Service, does not constitute professional advice of any sort. Any action taken by you as a result of your use of the Service and Data is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Service and Data.
13.2 PublicServiceMonitor shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with:
(i) a claim alleging that the Service (but not the Data) directly infringes a copyright, a UK patent issued as of the Effective Date, or a trademark of a third party;
(ii) a claim, which if true, would constitute a violation by PublicServiceMonitor of its representations or warranties; or
(iii) a claim arising from breach of this Agreement by PublicServiceMonitor; provided that you
(a) promptly give written notice of the claim to PublicServiceMonitor;
(b) give PublicServiceMonitor sole control of the defence and settlement of the claim (provided that PublicServiceMonitor may not settle or defend any claim unless it unconditionally releases you of all liability);
(c) provide to PublicServiceMonitor all available information and assistance; and
(d) have not compromised or settled such claim. PublicServiceMonitor shall have no indemnification obligation, and you shall indemnify PublicServiceMonitor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process(s).
14. Disclaimer of Warranty
PublicServiceMonitor and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or Data. PublicServiceMonitor and its licensors do not represent or warrant that
(a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
(b) the Service or Data will meet your requirements or expectations,
(c) any Data will be accurate or reliable,
(d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations,
(e) errors or defects will be corrected, or
(f) the Service or the server(s) that make the Service available are free of viruses or other harmful components.
The Service, Data and all the Content is provided to you strictly on an ‘as is’ basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by PublicServiceMonitor and its licensors.
15. Internet Delays
PublicServiceMonitor’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. PublicServiceMonitor is not responsible for any delays, delivery failures, or other damage resulting from such problems.
16. Limitation of Liability
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, remedial, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the Service, Data, or for any Content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the Content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
17. Local Laws and Export Control
PublicServiceMonitor and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the European Union, United States of America and/or Switzerland, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited.
PublicServiceMonitor may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in PublicServiceMonitor’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in PublicServiceMonitor’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to PublicServiceMonitor (such notice shall be deemed given when received by PublicServiceMonitor) at any time by any of the following: letter sent by confirmed facsimile to PublicServiceMonitor at the following fax number (+44 1572 756 560); letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to PublicServiceMonitor at the following address: PublicServiceMonitor, ROL House, Long Row, Oakham Rutland, LE15 6PE, addressed to the attention of: Chief Financial Officer.
19. Modification to Terms
PublicServiceMonitor reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service or Data at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
20. Assignment and Change in Control
This Agreement may not be assigned by you without the prior written approval of PublicServiceMonitor but may be assigned without your consent by PublicServiceMonitor to
(i) a parent or subsidiary,
(ii) an acquirer of assets, or
(iii) a successor by merger.
Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of PublicServiceMonitor directly or indirectly owning or controlling 50% or more of you shall entitle PublicServiceMonitor to terminate this Agreement for cause immediately upon written notice.
This agreement shall be governed by the law of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in England and Wales. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and PublicServiceMonitor as a result of this agreement or use of the Service or Data. The failure of PublicServiceMonitor to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PublicServiceMonitor in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and PublicServiceMonitor and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
‘Content’ means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
‘Customer Data’ means any data, information or material provided or submitted by you to the Service in the course of using the Service;
‘Effective Date’ means the earlier of either the date this Agreement is accepted by selecting the’I Accept’ option presented on the screen after this Agreement is displayed or the commencement date indicated on the Order Form or the date you begin using the Service;
‘Initial Term’ means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
‘Intellectual Property Rights’ means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
‘Licence Administrator(s)’ means those Users designated by you who are authorised to purchase licences online using the Online Order Centre or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;
‘Licence Term(s)’ means the period(s) during which a specified number of Users and the specified number of Keywords are Licensed to use the Service pursuant to the Order Form(s);
‘Order Form(s)’ means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licences and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
‘Online Order Centre’ means PublicServiceMonitor’s online application that allows the Licence Administrator designated by you to, among other things, add additional Users and/or Keywords to the Service;
‘PublicServiceMonitor’ means collectively ROL Solutions Limited (Registered in England & Wales: 03731519), a limited liability company, having its registered office at ROL House, Long Row, Oakham, Rutland, LE15 6PE, United Kingdom;
‘PublicServiceMonitor Technology’ means all of PublicServiceMonitor’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material, data, analysis or information) made available to you by PublicServiceMonitor in providing the Service;
‘Service(s)’ means the specific edition of PublicServiceMonitor’s online web monitoring, web tracking, data analysis, or other services identified during the ordering process, developed, operated, and maintained by PublicServiceMonitor, accessible visit www.PublicServiceMonitor.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by PublicServiceMonitor, to which you are being granted access under this Agreement, including the PublicServiceMonitor Technology and the Content;
‘User(s)’ means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by PublicServiceMonitor at your request);
‘Keyword(s)’ means a word or phrase tracked by the Service;
‘Data’ means the data, analysis, research and statistics delivered via the Service.