Service Description – Notified


Service Description – Notified

Intrado LLC or its Affiliate(s) will make the Services accessible (via www.notified.com or any successor website, the “Site”) as provided in the Order Form and in accordance with this Service Description. Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Order Form. In case of conflict between this Service Description and the Order Form, the Order Form shall control.

Service Description for all Notified Subscription Product Codes

The Service provides the ability for Customers to monitor their areas of interest across digital, social, and traditional news outlets (”Listen”), communicate with journalists and influencers (”Connect”), publish Customer Content to an online newsroom and other channels (”Publish”), and visualize user generated content (”Amplify”).

    1. License
      Intrado hereby grants Customer a limited, non-exclusive, non-transferable, and revocable right for its authorised users, the quantity of which is specified in the Order Form, to use the Service. Customer agrees each user entitled to access the Service shall only be used by specific person to which the user account was assigned, and that your authorised users shall not share their login credentials with anyone else.
    2. Listen Component
      1. These terms shall apply when Customer uses the Listen feature of the Service.
      2. Intrado grants Customer the limited right to use the Services to listen to, follow, and monitor social and traditional media outlets and users.
      3. Links are made available to web pages or services that are not owned or controlled by Intrado (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., user name, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images available on the Internet) which is displayed within the Service and which Customer may have access to as part of, or through use of, the Service.
      4. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Intrado shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third-Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Intrado does not endorse any sites on the Internet that are linked through the Service.
    3. Connect Component
      1. These terms apply when Customer uses the Connect component of the Service.
      2. Intrado grants Customer the limited right to research, discover and engage with traditional and social media influencers using the Service.
      3. When processing personal data in the Connect component, Intrado shall be the data controller and Customer shall be the data processor. Processing of such personal data may take place only in accordance with Intrado’s instructions. Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
      4. Customer shall comply with all applicable privacy and personal data laws and regulations. By uploading contacts or contacting individuals who are Canadian residents, Customer represents and warrants that it has obtained valid express consent, a permitted form of implied consent or is relying on an exemption or exception from consent requirements under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23).
    4. Publish Component
      1. These terms apply when Customer uses the Publish component of the Service.
      2. Intrado grants Customer the limited right to use the Service to publish Customer Content to a public newsroom managed within the Service, send email messages through the Service, and publish to social media networks through the Service. ”Newsroom” means the Customer’s public newsroom website to be designed and developed by Intrado and comprising a part of the Services.
      3. In addition to its indemnification obligations in the MSA, Customer shall defend, indemnify and hold harmless Intrado and its Affiliates and their respective employees, officers, directors, third-party providers and other agents (each, an “Indemnitee”), without limitation, from any third party claim arising from: (i) Customer’s breach of Acceptable Use as defined below; and/or (ii) the Customer Content and Newsroom hosted by Intrado.“Customer Content ” means all content and material, in any format and whether protected by copyright, trademark, patent or patent applications, provided by or on behalf of Customer or any of its users to Intrado or any of its agents in connection with the Services, including data, text, audio, images (including illustrations, graphics and photographs), video, records, files, presentations, reports, forms and other multimedia content, and any code or application programming interface, and all information and data contained in such content and materials. Customer shall provide the Customer Content to Intrado in a timely manner to enable Intrado to perform the Services.
      4. Customer hereby grants Intrado and each of its Affiliates a non-exclusive, worldwide license, during the term of this Order Form (and any archival period), to (a) use, process, store, and display any Customer Content in the Servies and any related deliverable and (b) store, display, and distribute such Customer Content as displayed in the Services, in whole or in part, in Intrado products and services and third-party distribution channels. Such license shall be sub-licensable by Intrado to the extent necessary to provide the Service and shall be assignable by Intrado to the extent that this Order Form is assignable or otherwise transferable by Intrado pursuant to the terms of the Agreement.
      5. Customer is solely responsible to ensure it has the rights to all Customer Content and that the Customer Content does not infringe third-party rights.
      6. Customer shall comply with all applicable privacy and personal data laws and regulations. If sending emails to individuals who are Canadian residents, Customer represents and warrants that it has obtained valid express consent, a permitted form of implied consent or is relying on an exemption or exception from consent requirements under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23).
    5. Amplify Component
      1. These terms apply when Customer uses the Amplify Component of the Service.
      2. Intrado grants Customer the limited right to use the Services to monitor social and traditional media outlets and users and aggregate their mentions of Customer into charts, graphs, and other output for internal and external display and use.
      3. Links are made available to web pages or services that are not owned or controlled by Intrado (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., user name, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images available on the Internet) which is displayed within the Service and which Customer may have access to as part of, or through use of, the Service.
      4. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Intrado shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third-Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Intrado does not endorse any sites on the Internet that are linked through the Service.
    6. Acceptable Use
      In connection with the Services, Customer shall not, and shall not knowingly permit any third party to, directly or indirectly, send, receive, upload, download, use or re-use any information or material that: (a) is abusive, indecent, defamatory, obscene or menacing, in breach of confidence or a violation of privacy, copyright or any other third party rights, laws or regulations; or (b) constitutes unsolicited advertising, commercial or promotional material under applicable law and/or regulation.
    7. Indemnification
      In addition to its indemnification obligations in the MSA, Customer shall defend, indemnify and hold harmless Intrado and its Affiliates and their respective employees, officers, directors, third-party providers and other agents (each, an “Indemnitee”), without limitation, from any third party claim arising from: (i) Customer’s breach of Acceptable Use as defined above; and/or (ii) the Customer Content in the Services. Customer is solely responsible for the Customer Content and represents to Intrado that it has obtained all required consents and rights to provide to Intrado any personal data included in the Customer Content and to authorize Intrado to use and display such information as contemplated by this Agreement; however, Intrado reserves the right, in its sole discretion, to remove any Customer Content from the Services that is deemed inappropriate, unlawful, or unprofessional or is in breach of, or inconsistent with, Customer’s obligations under this Agreement.
    8. Patent Infringement
      Notwithstanding anything to the contrary in the MSA, Intrado shall not have any obligation to defend or indemnify Customer or any other person or entity from any third party claim asserting that the Services infringe any patent claiming exclusive rights over a technology, method, or process that is in such widespread unlicensed use by third parties as to be considered a public domain element of the internet.
    9. Personal Data
      If and to the extent Intrado processes personally identifiable information provided by Customer or Customer’s users, or otherwise on behalf of Customer or Customer’s users, in any case, in connection with the Services (“Customer PII”), Customer remains data owner or controller of such Customer PII and Intrado will only process Customer PII to facilitate the Services in accordance with the terms of the Agreement or as otherwise required by applicable law and/or regulation. Intrado utilizes commercially reasonable technical and organizational measures to protect Customer PII. In the event that Intrado receives a request from an individual that is related to Intrado’s processing of Customer PII, Intrado will refer such request to Customer in writing, unless it is prohibited from doing so under applicable law and/or regulation. Customer will be responsible for responding to the request and Intrado will reasonably cooperate with Customer in doing so; Customer will keep Intrado updated as to the status of any requests referred by Intrado to Customer for resolution and will be responsible for all reasonable out-of-pocket costs incurred by Intrado in responding to any such requests. Customer agrees that Intrado may utilize subcontractors to help deliver the Services. Customer agrees that Intrado may aggregate, de-identify and/or anonymize Customer PII and other Customer Content, after which such data shall not constitute Customer Content (including Customer PII) and may be used by Intrado and its Affiliates to support, improve, and develop new and existing products and services.
    10. Intellectual property
      The Site and Service are subject to intellectual property rights protection, such as copyright, design rights, and trademark rights, which are owned by Intrado or its licensors. For the avoidance of doubt, Customer agrees not to copy, modify, distribute, sell, or lease any part of the Service. Unless otherwise permitted by mandatory law, Customer may not reverse engineer or attempt to extract the source code of the Site and Service. Customer may only access the Site and Service through the interfaces that Notified provides, and you may never “scrape” any content through automated means or “frame” any part of the it.  In the relationship between Customer and Notified, Customer retains all rights in any Customer Content uploaded or submitted to the Service, and Customer is responsible for ensuring that such content is not violating any third party rights.
    11. Support and communication
      The Service is accessible every hour of the day, except for scheduled maintenance, which is communicated to Customers in advance. Should other access problems occur, Intrado will work to remedy the problem as soon as possible during standard working hours (9-17).
      By signing up for the Service, you agree to receive communications (promotional and non-promotional) from Intrado, including information via email, text message, calls, and push notifications to the telephone number you have provided to Intrado. If Customer does not want to receive promotional communications from Intrado, Customer may opt out from receiving of such communication by adjusting account settings, which are found in the Service.
    12. Service Specific Terms
      1. The Service’s functionality and supply of information relies on third parties’ supply of information to Intrado. Consequently, Intrado can in no way be held responsible for reduced information supply due to a third party’s adjusted information channels or if a third party by other means denies Intrado from accessing information by, for example, limiting or adjusting the possibility of crawling third party content or closes (or reduces) access to third party’s API.
      2. Please note that information about/from journalists or influencers is collected by use of publicly available sources and are suggestions for relevant contacts. Customer may need to approach these individuals to collect their consent prior to using their material in order to secure i) Customer’s right to use the material, and ii) lawful processing of personal data found in their material, or otherwise in relation thereto.
      3. The Service may allow for your creation of various marketing reports, business analysis reports, and other types of aggregated, or compiled, information, which serve to illustrate for example market reach and brand development. Any such material retrieved from and/or created by, or by information provided by, the Service (such as marketing reports and/or statistics) may be used for Customer’s internal purposes only, except for when explicitly approved by Intrado.
      4. Intrado is constantly improving the Service, and may introduce new features, change existing features, or remove features from the Site and Service at any time and without notice. If Customer provides us with feedback, comments, or suggestions regarding the Site and Service, Customer grants Intrado the right to use such material for any purpose, without payment.
      5. Intrado takes pride in supplying a well functioning Service. However, for technical or other reasons, the Service may, from time to time, not work as intended (such as fail to deliver messages at a certain time, delete content, fail to save, or in any other way temporarily be unavailable). Intrado will make due efforts to limit these events, yet Intrado shall not be held responsible for any damage that may arise as the result of a failure in delivery of the Service.

 

Intrado Terms & Conditions

Invoicing
Payment terms shall be as set forth in the Agreement. The applicable currency will be stated in the Order Form. Unless specified otherwise in the Order Form, Intrado shall bill for the entirety of the Service term in advance and Customer will pay for Services within 30 days of the applicable invoice date. If Customer uses features not listed in the Order Form, Customer will be charged for such features as provided for in the Agreement.  In the event that the Services provided under the Order Form remain active beyond the end of the Order Form Term and Customer uses the Services after such time, Customer shall pay Intrado the monthly subscription costs set forth herein for any month (or portion thereof) during which Customer uses the Services beyond the Order Form Term. In addition to the rates for the Services listed in the Order Form, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer’s invoice. Intrado will assess any applicable fees, duties, tolls, administrative assessments, surcharges, or taxes, based on the geographic location of the billing address of the billing contact in the Intrado billing system. Should Intrado not have an address for the billing contact, then fees, duties, tolls, administrative assessments, surcharges, or taxes will be applied based on the geographic location provided at the account level in the Intrado billing system. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to Intrado, Customer shall pay Intrado such additional amounts so that the net amount Intrado receives from Customer is equal to the full amount for the charges which Intrado would have received from Customer had such withholding not been made.

Pricing
From time to time, Intrado may offer promotional prices for new customers. Any such promotional prices apply exclusively to the Initial Term. Upon renewal, Customers hereby agree to be charged the standard price for the Service as set out by Notified’s standard price list, as updated at the time of the renewal.

Intrado may, effective on the first day of January each year during the Term, adjust, or change the basis for calculating, any Service Fees on not less than ninety (90) days’ prior notice to Customer. Customer may cancel the relevant Service if Intrado increases its Service Fees for such Service by more than eight percent (8%) in any year. If Customer exercises this right to cancel, Customer must notify Intrado within thirty (30) days of the date of Intrado’s increase notice. The relevant Service will be cancelled from the date on which the Service Fees would have increased.

APPLICABLE TO CANADIAN CUSTOMERS ONLY
The parties agree that this Order Form is to be written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.’

Last modified:  October 1, 2019


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