Terms of Use - Newspage

NEWSPAGE TERMS OF USE

THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE PLATFORM AND SERVICES BY YOU (AGREEMENT).

BY CONTINUING TO USE THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE OF SUCH ACCESS OR USE OF THE PLATFORM (EFFECTIVE DATE)

BACKGROUND

Newspage Media Limited, a company incorporated in England, with registered number 13306602 and registered address 2 Lansdown Square East, Bath, England, BA1 9DS (trading as “Newspage” (Newspage, we or us) offers access to a Platform which allows Experts (Expert, you, yours) to post Stories and Views and Opinions through our News Alerts (each a Story and View or Opinion) on your personalised Newspage (thePlatform). Stories and Views and Opinions will be posted by individual Experts either as (i) an individual or (ii) a representative (usually an employee or member) of a body corporate, organisation, government or other legal entity (a User).

YOU WILL BECOME AN EXPERT AND WILL BE SUBJECT TO THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY ON THE WEBSITE AS SOON AS YOU ADD A STORY OR SHARE A VIEW OR OPINION ON YOUR NEWSPAGE. IF YOU DON’T WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE PLATFORM.

YOU MAY CONTRIBUTE TO YOUR NEWSPAGE AS AN INDIVIDUAL EXPERT (ACTING ON YOUR OWN BEHALF), OR AS AN EXPERT REPRESENTING A USER. WE ASSUME THAT ALL EXPERTS ARE AUTHORISED TO REPRESENT THE VIEWS OF THE RELEVANT USER. WE WILL NOT MAKE ENQUIRIES ABOUT WHETHER AN EXPERT IS SO AUTHORISED AND WILL NOT BE RESPONSIBLE IF AN EXPERT MISREPRESENTS THE VIEWS OF THE USER.

AGREED TERMS

1. Interpretation

The definitions and rules of interpretation in this section apply in this Agreement.

Applicable Law: any law (including common law or other binding law), statute, regulation, code, ordinance, rule, judgment, order, decree or directive or any determination by or requirement of a competent authority, as amended from time to time and as applicable to each party in relation to its provision of services to the other party pursuant to this Agreement.

Confidential Information: information of commercial value, in whatever form or medium disclosed by the party to the other party, including commercial, financial, and information pertaining to business operations of either party. The technology and know-how relating to the Platform is confidential to us and our licensors. Information contained in any Story is not Confidential Information.

Data Protection Legislation: UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time that apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Expert: the individual contributor(s) to a Newspage who either (i) acting on his/her own behalf; or (ii) is designated by the User.

Harmful Code: viruses, worms or similar harmful code.

Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not), and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.

Licence: your right to access to the Platform, as set out in Section 2.

Media: print publications, websites, broadcast outlets and individual journalists and newswires.

Newspage: an individual Expert’s or User’s personalised Newspage on the Platform.

Paid Editorial Services: as described in Section 4 of this Agreement.

Personal Data: has the meaning set out in the Data Protection Legislation.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

User: a body corporate, organisation, government or other legal entity.

Website: Our website: The UK’s first FREE PR platform – #BeTheStory | Newspage

2. Grant of Licence

Subject to your adherence to the terms of this Agreement and the acceptable use policy (on our Website), we grant you a worldwide, non-exclusive, non-transferable licence to access and use the Platform and your Newspage during the term of this Agreement.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
When you create a Newspage and add a Story or share a View or Opinion via a News Alert, you become an Expert (as an individual or on behalf of a User). You will inform us if you would like to benefit from additional Paid Editorial Services, as further defined in Section 4 below.

3. Use of the Platform

Users will designate specified Experts by providing us with email addresses. You will be provided with a secure log-in for your Experts. It is your responsibility to keep the log-in details (including passwords) safe and not disclose these to any third party.
We will only provide access to the Platform to Experts with corporate email addresses at a User’s organisation. We will not be responsible for the actions of any individual who is not an Expert at a User pursuant to this Section 3.2.
User Experts and Individual Experts will post Stories or Views and Opinions via News Alerts on your Newspage and we will disseminate relevant Stories and Views and Opinions to the Media.
YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR STORIES, AND VIEWS AND OPINIONS, ARE ACCURATE AND NOT MISLEADING. WE DO NOT CHECK THE ACCURACY OR VALIDITY OF STORIES, OR VIEWS AND OPINIONS, ONCE THEY ARE UPLOADED BY YOU.
You are responsible for compliance with the provisions of this Agreement by any of your Experts and for any and all activities that occur on your Newspage. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Platform is compliant with all Applicable Law as well as any and all privacy policies, agreements or other obligations you may maintain with third parties.
You are responsible for verifying that any attachments or website links uploaded by you on the Platform are safe to open and do not contain Harmful Code.

4. Paid Editorial Services

We will provide Editorial Services to either (i) individual Experts; or (ii) Users. “Paid Editorial Services” means our professional editing of Stories and Views and Opinions added to News Alerts to maximise publishing potential by the Media. We will use reasonable skill and care in providing the Editorial Services, however we do not guarantee that our Editorial Services will achieve a particular result.
BY CHOOSING PAID EDITORIAL SERVICES, YOU AGREE THAT WE MAY EDIT AND DISTRIBUTE YOUR STORIES AND VIEWS AND OPINIONS AT OUR DISCRETION. WE WILL NEVER MATERIALLY AMEND THE MEANING OF A STORY, OR VIEW AND OPINION, AND WE ARE NOT RESPONSIBLE FOR THE MEDIA OR ANY THIRD PARTY’S REACTION TO A STORY, VIEW OR OPINION (REGARDLESS OF WHETHER YOU HAVE USED PAID EDITORIAL SERVICES WITH A PARTICULAR INTENT).
Our Paid Editorial Services are payable monthly or annually in advance. If monthly, they may be cancelled at any time. Payment details and the ability to cancel our Paid Editorial Services are available on the Website.
You shall be responsible for checking the accuracy of all information contained in your Stories and Views and Opinions and backing up your Stories and Views and Opinions prior to submitting them to Paid Editorial Services.

5. Intellectual Property Rights

All copyright, database rights and other Intellectual Property Rights in the Platform shall belong to us or our licensors and you shall have no rights in respect of any of them except the right, as expressly granted under this Agreement, to use them in accordance with this Agreement.
You shall own all right, title and interest in and to all of your Stories and Views and Opinions and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Stories and Views and Opinions. You shall grant us and the Media a transferable, royalty-free, worldwide licence to use, adapt and modify your Stories or Views and Opinions.
By submitting, posting or displaying Stories and Views and Opinions on or through the Platform you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Stories and Views and Opinions in any and all Media or distribution methods now known or later developed.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Stories and Views and Opinions that you submit, post or display on or through the Platform.

6. Your Obligations

You undertake:

if you are a User, to maintain accurate and up-to-date records of the e-mail addresses of all Experts;
If you are an individual Expert, to confirm that you are over 13 years of age;
to comply with the acceptable use policy and privacy policy, which are on our Website;
if you are a User, to accept full responsibility for the acts or omissions of all Experts given access to the Platform as if they were your acts or omissions; and
to comply with all Applicable Laws and regulations in relation to your activities under this Agreement.

In the event of any loss or damage of your Stories or Views and Opinions on your Newspage, your sole and exclusive remedy shall be for us to use reasonable endeavours to restore the lost or damaged Stories or Views and Opinions from the latest back-up of your Newspage maintained by us.

7. Our Obligations

We have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.
Except as expressly provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, availability, reliability, suitability, performance or fitness for purpose of any Newspage or Editorial Services provided hereunder is given or assumed by us.

8. Liability

Nothing in this Agreement shall in any way exclude or limit our liability for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law it is not possible to exclude or limit.
IN NO EVENT WILL WE BE LIABLE TO YOU IN CONTRACT, TORT, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER, NOR FOR ANY DIRECT OR INDIRECT LOSS OF PROFIT, LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED REVENUE, LOSS OF SAVINGS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA, DEPLETION OF GOODWILL OR REPUTATION OR OTHERWISE WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND WHETHER OR NOT FORESEEABLE OR MADE KNOWN TO US.
WE PROVIDE A PLATFORM FOR THE UPLOAD OF STORIES AND VIEWS AND OPINIONS VIA OUR NEWS ALERTS. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE PLATFORM AND THE EDITORIAL SERVICES IS SUFFICIENT OR APPROPRIATE FOR ANY PARTICULAR USE OR CIRCUMSTANCES.
You will indemnify us and keep us indemnified against any loss, damage, claim or expense arising out of any claim that (a) Stories on your Newspage infringe the rights of any third party; or (b) Personal Data uploaded by you to the Platform infringes Data Protection Legislation.

9. Term and Termination

This Agreement will commence on the date that you add a Story or share a View or Opinion on your Newspage.
You may terminate a monthly Paid User account at any time and for any reason.
If you are not using the Paid Editorial Services, you may cease being a User or an Individual Expert by ceasing to post Stories and adding Views or Opinions on your Newspage. You may request the immediate removal of your Newspage from the Platform for any reason by giving us written notice. Please email team@newspage.co.uk in this event.
We may terminate your access to the Platform at any time if we reasonably believe that you are in material breach of this Agreement, or our acceptable use policy or privacy policy.
On termination of this Agreement however caused the Licence shall terminate and accordingly your right to access the Platform and, (if relevant) to use the Paid Editorial Services, will automatically cease.
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY AS A RESULT OF ITS TERMINATION OF YOUR RIGHT TO USE OR OTHERWISE ACCESS THE PLATFORM OR EDITORIAL SERVICES.
Each of the following provisions of this Agreement shall remain in full force and effect after termination: Section 5 (intellectual Property Rights), Section 8 (Liability), this Section 9 (Termination), Section 12 (Notices), Section 17 (Data Protection), Section 18 (Confidentiality), Section 19 (No Partnership or Agency), and Section 20 (Governing Law).

10. Force Majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this Section 10 shall excuse you from any payment obligations under this Agreement.

11. Assignment

We may assign, sub-contract or otherwise transfer any of our rights or obligations under this Agreement without your consent. You may only assign, sub-contract or otherwise transfer any of your rights or obligations with our prior written consent.

12. Notices

Any notice required to be given pursuant to this Agreement shall unless otherwise stated in it, be in writing, sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this section).
For the purpose of notices to be given by us in writing, the expression “writing” or “written” shall be deemed to include email communications. Our email address for notices is team@newspage.co.uk. You shall provide your e mail address when you register to use the Platform.
A correctly addressed notice sent by first-class post shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission, and correctly addressed emails shall be deemed to have been delivered 24 hours after sending.

13. Severability

If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

14. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

15. Entire Agreement

This Agreement and any document expressly incorporated in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.
You will be notified of any changes to this Agreement on the Website. Changes to the Agreement will take effect immediately upon such notification.

16. Third Party Rights

A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17. Data Protection

To the extent that we are a processor of your Personal Data, we will comply with our responsibilities as a processor under the Data Protection Legislation.
Neither party shall by any act or omission, deliberately put the other party in breach of the Data Protection Legislation and each party shall use all necessary measures to ensure that it does not put the other party in breach of the Data Protection Legislation.
We will use your Personal Data and any information we obtain from you to provide you with access to the Platform, and for administration and customer services. We may keep your information for a reasonable period for these purposes.
If you upload Personal Data about anyone else to the Platform as part of a Story or View or Opinion via a News Alert, you must ensure that you have the relevant authorisation to share their data with us and for us to use that personal data as set out in our privacy policy.
We may transfer Personal Data outside the United Kingdom if necessary for the above purposes and you acknowledge that if the receiving country is outside the European Economic Area, it may not have the same standards of data protection as the United Kingdom
You confirm that you have all necessary licences and consents to enable us to use your or a relevant third party’s Personal Data as set out in this section and you shall indemnify us against any liability that we may incur as a result of your failure to obtain such consents.

18. Confidentiality

Both parties agree not to use or disclose Confidential Information relating to or owned by the other, received or disclosed to it by the other party during the term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party’s employees, officers, agents or contractors directly involved in performing the receiving party’s obligations.
The parties agree that information is not to be regarded as Confidential Information and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
Any Confidential Information will be returned or destroyed by the receiving party forthwith at the prior written request of the owner.

19. No Partnership or Agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20. Governing Law

This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.