VerticalWire Terms of Service
Last revised on: April 15, 2008
I. LICENSE, ACKNOWLEDGEMENTS, WARRANTIES
By submitting materials to Pantheon Labs for the VerticalWire information distribution service, (“Company”) grants rights to Pantheon Labs to distribute, reproduce, edit, reformat, modify, display, and create derivative works from the content for the purpose of distributing the materials.
Company warrants and represents that all materials submitted to Pantheon Labs are accurate; Company holds any and all necessary copyrights to the materials; and Company has the ability and authorization to grant the license for use of the materials as outlined above.
Company further states and acknowledges that securing any necessary clearances for copyrighted materials is the sole responsibility of Company, and Company shall indemnify Pantheon Labs against any claims or legal actions arising from such use; content submitted to Pantheon Labs is the sole responsibility of Company and does not infringe upon any copyright, trademark, privacy, person, or other intellectual property; content is free from defamatory remarks, viruses, or other harmful materials that could result in liability.
Pantheon Labs reserves the right to refuse any material for distribution at its sole discretion for any reason.
After Pantheon Labs has issued material to the press or to another third party, its use is no longer under our control. We cannot assure the use of materials by any media, nor that any information published will accurately convey the information provided by us.
II. PAYMENT TERMS
Company must provide a credit card to pay for first usage of the service unless prior payment has been made. Thereafter, payment is due within 30 days of receipt of invoice. We reserve the right to assess a 1-1/2% per month finance charge, as well as a $50 administrative processing fee, for invoices that remain unpaid after 30 days. You also agree to reimburse us for all expenses, including reasonable attorneys’ fees and costs, incurred in the collection of any overdue and unpaid invoices. In the unlikely event that our invoices remain unpaid for more than 30 days. In addition, in the event any invoices become overdue, all subsequent payments may, at our option, first be applied to those invoices, which are overdue for the longest period of time until all payments are up to date.
We review each bill for accuracy and value before we send it to you. However, it is important that you also immediately review our bills and approve them for payment. If you cannot approve any portions of our bills, you agree to contact us immediately and to discuss the problem. If you do not inform us of your disapproval of our billings or the overall amount of our ongoing charges within 30 days of receipt of our bills, charges will be deemed to be correct.
III. INDEMNITY AND LIMITATION OF LIABILITY
You agree to indemnify, defend and hold harmless us and our employees and agents from and against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, which we may incur as the result of any claim, suit or proceeding brought or threatened, including, but not limited to, claims, suits or proceedings for breach of contract, negligence, copyright and trademark infringement, arising out of this Agreement or the nature or use of your products.
PANTHEON LABS SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM COMPANY’S USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WRONG DISTRIBUTION TIME, INCORRECT DISTRIBUTION METHOD, POOR INTEREST IN COMPANY’S MATERIALS OR NEWS, DAMAGING EDITORIAL RESULTING FROM THE MATERIALS ORNEWS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTUAL, SPECIAL, PUNITIVE, THIRD-PARTY, OR EXEMPLARY DAMAGES, ARISING FROM OR RELATATED TO THIS AGREEMENT IN ANY WAY, INCLUDING BUT NOT LIMITED TO LOST REVENUE< LOST POTENTIAL REVENUE, LOST BUSINESS. IN NO EVENT SHALL PANTHEON LABS BE LIABLE FOR ANY AMOUNT GREATER THAN THE SUM PAID BY COMPANY TO PANTHEON LABS UNDER THE TERMS OF THIS AGREEMENT.
IV. FORCE MAJEURE
If Pantheon Labs is prevented from performing its obligations under this agreement for any reason out of its control including war, acts of God, terrorism, communication failure, government acts, weather, technology failure, riots, strikes, power failure, general internet availability, earthquake, fire, flood, snowstorm, tsunami, hurricane, tornado, explosion, software virus, or local or national emergency, Pantheon Labs shall not be liable for any failure to provide services under this agreement.
V. AGREEMENT DISCLOSURE
We may publicize that you have become or have been a client of the VerticalWire service, in the form of press releases and marketing materials and will immediately include your name in our client roster for the purpose of further business developments efforts.
VI. ENTIRE AGREEMENT, JURISDICTION, ATTORNEY FEES
This agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This agreement is made in California and shall be construed and interpreted in accordance with the law of California, applicable to contracts made and to be performed entirely therein. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by a written document signed by both parties.
If any provision in the contract is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force.
Any dispute arising out of this agreement shall take place in San Francisco, California.