SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (the “Subscription Services Agreement” or “Agreement”) sets forth the terms and conditions pursuant to which you are granted access to certain services which are available through the online and/or mobile services and web site of the Global Press Institute, including the content and software provided on or in connection with such services or web site (the “GPI Website”) that are reserved to Subscribers (the “Subscription Services”), including but not limited to the right and ability to license Stories. The information provided by you in the online subscription form (the “Subscription Form”) that appears immediately above the terms and conditions of subscription shall be and form an integral part of this Subscription Services Agreement, together with the Terms of Use [include link] as amended by this Agreement, which are hereby incorporated by reference into this Subscription Services Agreement.

By completing a transaction on this website you are consenting to transact electronically and are entering into a binding contract.  BEFORE YOU CLICK ON THE “I ACCEPT AND AGREE” BUTTON IN THE CART, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING ON THE “I ACCEPT AND AGREE” BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON AND DO NOT PROVIDE YOUR CONTRIBUTION TO ELASTICSEARCH.  If you are entering into this Agreement on behalf of an entity (corporation, partnership or otherwise), you must be authorized to sign for and bind such entity.  If you are not authorized to sign for and bind the entity, click the “Decline” button and have a person authorized to sign for and bind the entity complete the acceptance process.

You acknowledge having read and, by proceeding to use the GPI Website, have agreed to abide by the Terms of Use as amended by this Agreement, and you hereby reaffirm your intention to be bound by them as amended for all purposes of this Subscription Services Agreement.

  1. ELIGIBILITY

You acknowledge and agree that access to the Subscriber Services is restricted to publishers of bona fide newspapers, magazines, periodicals and websites directed toward individual consumers and distributed either in hard copy format or via the Internet or in other digital or electronic format only for their personal, non-commercial use (each, an “Eligible Subscriber”). You represent, warrant, and covenant that you are an Eligible Subscriber.

You acknowledge that GPI has no obligation to enter into this Subscription Services Agreement, that GPI reserves the right to restrict any subscriber’s access to the Subscriber Services, at its sole discretion, and that GPI may terminate this Subscription Services Agreement without prior notice as set forth in Section 5.5 (Termination) of this Subscription Services Agreement.

  1. LICENSES

2.1       Licenses.  In consideration for the subscription fee (the “Subscription Fee”) to be specified by GPI at the time of purchase, you will receive a non-exclusive, non-transferable, non-sublicenseable Print Publication, Web Publication or Other Publication license (as defined below), as specified in the Subscription Form, to publish solely on a one-time basis certain published stories comprised of text, audio, video, photos and other content that are made generally available by GPI as part of the Subscription Service for the corresponding license type elected in the Subscription Form (the “Stories”).  Each license to a Story shall be fully revocable by GPI, subject always to the terms and conditions of this Subscription Services Agreement.

2.2       License Types.  You agree that the Stories will be subject to (i) the terms and conditions of this Agreement and (ii) any restrictions, pricing terms and other terms and conditions that are identified by GPI as applying to the license to specific Stories (collectively, the “Content-Specific Terms”). If there is any inconsistency or other conflict between any terms and conditions of this Agreement and any applicable Content-Specific Terms, such Content-Specific Terms will prevail and control. If no Content Specific Terms are specified and the Subscription Form is silent as to the type of license, the license type shall be a “One-Time Web Publication” license.

  • “Print Publication” license type: If a “Print Publication” license is elected, GPI hereby grants to You, subject to the terms and conditions of this Agreement, a nonexclusive, non-transferable, non-sublicenseable license to reproduce and distribute the Stories one time in a single issue of your print-on-ink publication identified in your user profile on the GPI Website (“Your Publication”), but not for distribution in any geographic territories (if any) in which publication is prohibited under applicable law or the Content-Specific Terms.
  • “Web Publication” license type: If a “Web Publication” license is elected, GPI hereby grants to You, subject to the terms and conditions of this Agreement, a nonexclusive, non-transferable, non-sublicenseable license to display the Stories on a one-time basis at a single URL address that is part of the website identified in your user profile on the GPI Website (“Your Website”), and to permit end users to access and view the Stories at such address solely for such end users’ personal, noncommercial use.
  • “Other Publication” license type: If a publication license that is not a Print Publication license or a Web Publication license is specified in the Content-Specific Terms , then GPI hereby grants to You, subject to the terms and conditions of this Agreement, a nonexclusive, non-transferable, non-sublicenseable license to exercise the rights set forth in the Content-Specific Terms solely in accordance with the terms set forth therein, but always subject to publishing on a one-time only basis.

2.3       License Restrictions.  Specifically, and without limiting the generality of the foregoing, you agree, in relation to the Stories licensed from time to time:

  • to distribute the Stories only as embodied in Your Publication or Your Website;
  • not to make the Stories available as part of any electronic database or archive service, other than an archive maintained by you that contains all of your published content and not primarily comprised of the Stories;
  • when publishing the Stories, to: (i) include the by-line of the author, unless the Story has been substantially edited or revised in accordance with Subsection 4(d), in which case the author’s by-line shall not be included; (ii) credit “Global Press Institute” as the source of the Story; and (iii) reproduce all copyright notices appearing on the Story; and
  • to comply with all other the terms and conditions pertaining to the Stories which may appear on the GPI Website or which may be subsequently communicated to you by GPI.

2.4       Reservation of Rights.   GPI retains all ownership and other rights in the Stories, and any and all GPI logos, trademarks and service marks used in connection with the Subscription Services. You must provide attribution to the appropriate GPI Website in connection with your use of the Stories. If you provide this attribution using a graphic, you must use the appropriate GPI Website’s logo that we have incorporated into the feed for the Stories.  Without limiting the generality of the foregoing, GPI reserves any rights not expressly granted to you in this Agreement. If you wish to license Stories for any purpose or use not specifically addressed in this Agreement, please contact us by e-mail at syndication@globalpressjournal.com.

2.5       Attribution Notices.  If the Content-Specific Terms contain any attribution notices or links required, then You will publish such attribution notices and links adjacent to the Stories each time You publish the Stories.

2.6       Updates to Stories.  GPI values the accuracy of the content of its Stories.  From time to time, GPI may provide updates to Stories, including without limitation to correct inaccuracies in prior published Stories.  If GPI makes available an updated version of all or any portion of a Story, then You will do the following:

(a) If the Content-Specific Terms specify a Print Publication license and You have not yet started production of the portion of Your Publication in which the Story is to be printed, then You will publish the updated version of the Story rather than the original version; or

(b) If the Content-Specific Terms specify a Web Publication license, then promptly after receiving such updated version, You will replace the original version of the Story with such updated version on all areas of Your Website on which the Stories are displayed.

(c) Without limiting the foregoing, You will promptly make all deletions, corrections and substitutions, and abide by all holds for release, embargo notices or other restrictions applicable to the Stories of which you are notified.

In addition, the following provisions apply if you obtain a Web Publication license:

The incorporation of advertising into or the placement of advertising associated with or targeted towards any or all of the Stories is strictly prohibited.  Except as otherwise expressly permitted in this Subscription Services Agreement, you must use the Story feeds as provided by GPI.

The Subscription Services may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full article on the GPI Website. You may not display the Stories in a manner that does not permit successful linking to, redirection to or delivery of the applicable GPI Website web page. You may not insert any intermediate page, splash page or other content between the Story link and the applicable GPI Website web page.

  1. MODIFICATION RIGHTS

3.1 Modifications of Text.  Only Format-only Editing is permitted for Stories; provided, however, that no modifications may be made to photographs or images. “Format-only Editing” means no modifications to the text are permitted, but changes to the appearance of the text (e.g., font) may be modified so long as the intent, context and tone of the Stories are not distorted or otherwise altered.

3.2  Additional Restrictions.  Without limiting the generality of the foregoing, you agree not to change, alter, delete or edit the Stories or any accompanying materials in any manner that could lead to third-party claims, suits, actions or proceedings, including without limitation claims of defamation, copyright infringement, violation of the rights of privacy or personality of any person or company, or violation of law, nor shall you use any Stories in a manner which denigrates, reflects unfavorably on, is prejudicial to or is defamatory of GPI.

  1. PASSWORD

As a subscriber, you will be issued a user ID and password to access the Subscriber Services. You acknowledge and agree that, each time a Story is successfully downloaded by a user who has logged in using your user ID or password, you will be charged the applicable License Fee against your account. You are responsible for all charges against your account. If the password is lost or stolen, you must immediately notify GPI in writing (the “Notice”), by e-mail to syndication@globalpressjournal.com.  Upon receipt of the Notice, GPI will, as soon as reasonably practicable under the circumstances, cancel the lost or stolen password. You will be responsible for all charges against the password prior to its cancellation by GPI. We do not permit anyone other than you or an individual within your organization, acting with proper corporate authority, to access or use the Subscriber Services using your user ID or password, except with the previous written authorization of GPI.  You are responsible for preventing such unauthorized access or use. If you believe that any such unauthorized access or use has occurred, you must notify us immediately by e-mail at syndication@globalpressjournal.com.

  1. TERM AND TERMINATION

5.1       Term.  The term of this Subscription Services Agreement shall be as elected in the Subscription Form, provided that if no such election is made, the term shall be one calendar year commencing on the first day of the calendar month following the date that you submit your Subscription Form and GPI confirms you are an Eligible Subscriber (the “Subscription Term”).

5.2       Renewal Notices. To the extent required by law, when your Subscription Term is close to expiring, we will send notices to the e-mail address you provided in the Subscription Form when you subscribed. If the Subscription Term is to automatically renew, we will notify you of the pending charge for renewal and confirm that your subscription has been renewed.

5.3       Automatic Renewal and Its Effects.  If you have elected auto-renewal in the Subscription Form and given us a valid credit-card number or an alternative payment method , we will automatically charge you and renew your subscription for one additional renewal Subscription Term when the first Subscription Term expires that is the same duration as the initial Subscription Term. The fee will not exceed the current price, excluding promotional and discount pricing. This renewal and your payment will be processed within 30 days before the current term expires and each anniversary of the Subscription Term thereafter.  We will inform you of your account status and any changes to the terms and conditions of your subscription in accordance with local law .

5.4       Cancelling Your Automatic Renewal.

If you do not want your subscription to automatically renew, you must tell us before the Subscription Term ends. You may turn off the auto-renewal option at any time by contacting your account representative.

If your subscription is automatically renewed, and you ask our customer support for a refund within 60 days of the renewal, we will refund the full subscription price to you.

5.5  Termination

(a)  GPI reserves the right to discontinue providing any or all of the Stories at any time and to require you to cease displaying, distributing or otherwise using any or all of the Stories for any reason including, without limitation, your violation of any provision of this Subscription Services Agreement.  Without limiting the generality of the foregoing or any other remedies GPI may have against you pursuant to this Subscription Services Agreement or at law, GPI may terminate the Subscription Services Agreement and/or any license granted hereunder, on a Story-by-Story and in one or more geographies, immediately upon notice to you, for any of the following reasons:

i.GPI determines, in its sole discretion, that you do not meet the eligibility requirements set forth in Section 3 hereof and therefore are not an Eligible Subscriber;

  1. you have or reasonably appear to have breached any provisions of this Subscription Services Agreement or the Terms of Use;

iii.  you have not paid any fee when due;

  1. the Story’s author or another third party exercises or attempts to exercise his or her right to restrain the publication of a Story or portion thereof;
  2. applicable laws may, in the sole determination of GPI, dictate that the Story must be withdrawn from circulation in one or more geographies for any reason; or
  3. GPI has determined in its sole discretion that your continued license of the Story could subject GPI to any liability.

Termination will take effect immediately upon GPI giving notice thereof to you, provided that any notice of termination given under this Section may, if GPI in its sole discretion determines that the matter giving rise to such termination is curable by you, specifically provide for a five (5) day cure period during which you may cure the alleged breach and, in such case, termination will take effect at the end of such period if the breach remains uncured. In the event of termination, you agree to immediately cease reproducing, publishing or otherwise dealing with the applicable Stories and to use all reasonable commercial efforts to prevent the applicable Stories from being published.  All fees are non-refundable and non-cancellable, including without limitation if this Subscription Services Agreement is terminated for any reason.

(b) Subscriber hereby consents to, and agrees not to contest, any judgment enforcing GPI’s rights of termination hereunder.

  1. LIMITED REPRESENTATIONS AND WARRANTIES

We represent and warrant to you that we will perform the Subscription Services in a good and workmanlike manner. If an error appears in a Story, your sole remedy and our sole liability will be when reasonably practicable, to use reasonable efforts to issue an updated version of the Story that corrects the inaccuracy.

You represent and warrant to us (i) that if you are a corporate entity, you and we are a duly incorporated entity in good standing under the laws of your jurisdiction of incorporation; (ii) all information provided by you in the Subscription Form is in all respects complete, truthful, and accurate; and (iii) that you will notify GPI promptly in writing of any change in or to the information provided by you in the Subscription Services Form.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBSCRIPTION SERVICES OR THE STORIES AND WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

  1. INDEMNIFICATION

You agree to indemnify, defend and hold harmless GPI, GPI’s licensors and their respective officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns, from and against any and all claims, suits, actions, demands, or proceedings and all damages, losses, costs, expenses or settlement fees incurred in connection with any of the foregoing (including reasonable attorneys’ fees and costs), arising out of or relating to (i) your breach of or default under any representations or warranties contained in this Subscription Services Agreement; (ii) non-compliance with laws, statutes, rules, regulations, directives, or guidance of governmental or self-regulatory bodies anywhere in the world, or (iii) any actual or alleged defamation, slander, or libel; fraud, misrepresentation, or other related tort that may arise from or relate to any revisions, translations, abridgements or other modifications made by You to the Stories; or (iv) the infringement, misappropriation or other violation of copyrights, trademarks, trade secrets, rights of privacy or publicity that may arise from or relate to any revisions, translations, abridgements or other modifications made by You to the Stories.

  1. INJUNCTIVE RELIEF

Without limiting any other remedies GPI may have under this Subscription Services Agreement, at law, or in equity, you hereby agree that, in order to enforce its rights hereunder, GPI will have the right to obtain injunctive relief or any other equitable remedy against you. You hereby waive your right to seek injunctive relief against GPI, agree that any loss suffered by you in relation to the subject matter hereof may be adequately compensated in damages, and therefore agree that any remedies that you may have against GPI under this Subscription Services Agreement shall be limited to an action at law for damages.

  1. LIMITATION OF LIABILITY

GPI assumes no liability for any of your activities in connection with the Stories or for your use of the Stories in connection with your publications or websites.  Section 15 of the Terms of Use is hereby incorporated by reference; provided, however, that, the third paragraph is hereby superseded and replaced with the following:

WITHOUT LIMITING ANY OF THE OTHER DISCLAIMERS IN THIS ARTICLE, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID OR PAYABLE TO GPI HEREUNDER DURING THE THEN CURRENT SUBSCRIPTION TERM.

  1. ASSIGNMENT

You may not assign your rights or delegate your obligations under this Subscription Services Agreement and/or any right or license hereunder, in whole or part, without the prior written consent of GPI, which may be withheld in its sole discretion.  GPI and its respective successors and assigns shall be entitled to assign and/or license any and all of its rights and delegate any and all of its obligations hereunder without your consent.

  1. NON-SOLICIT

During the term of this Agreement and for one year thereafter, you agree not to actively solicit for employment any personnel employed by GPI, including without limitation GPI’s reporters.  The foregoing shall not be considered to restrict passive solicitations, including by way of example through responses by personnel to newspaper ads and other job notices.

  1. NOTICE

GPI may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, or through such other means as may be determined by GPI in our sole discretion.  GPI also may notify you by at the number you provide in the Subscription Form.  It is your obligation to update the contact information provided in the Subscription Form.  GPI will not be responsible for your failure to receive notices due to contact information you provide becoming obsolete or due to your failure to check voicemail messages left through the phone numbers you provide.

  1. GOVERNING LAW AND ARBITRATION.

13.1     Governing Law.  You agree that: (i) the Subscription Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over GPI, either specific or general, in jurisdictions other than California.  This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

13.2     Arbitration.  For any dispute with GPI, you agree to first contact us at syndication@globalpressjournal.comand attempt to resolve the dispute with us informally.  In the unlikely event that GPI has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any GPI claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.  The arbitration will be conducted in Santa Clara County, California, unless you and GPI agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules.  The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.   Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.  ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.  YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

  1. ENTIRE AGREEMENT

The Terms of Use as amended and supplemented by this Subscription Services Agreement and the Subscription Form constitutes the entire agreement of GPI and you with respect to the subject matter of this Subscription Services Agreement.  In the event of a conflict between the Terms of Use or the Subscription Form and the terms and conditions set forth in these Subscription Services terms and conditions, these Subscription Services terms and conditions shall control.  In the event of a conflict between the Terms of Use and the Subscription Form, the provisions of the Subscription Form shall control.