This Agreement establishes the terms and conditions which apply to the reproduction and use of the Documents delivered to the Client by the Supplier under the terms of the MSA, each as defined below.

This Agreement is between the Client and CNW, and applies in addition to the MSA entered into between the Client and the Supplier.

For the avoidance of doubt, this Agreement applies exclusively to the Documents, and not to any other content delivered by the Supplier (whether under the MSA or otherwise).

Definitions:

In this Agreement:

“Client” means the party identified as the “Client”, “Customer” or similar in the MSA;

“CNW” means CNW Group Ltd. (also formerly known as CEDROM-SNi Inc.), a Canadian corporation with its principal place of business at 88 Queens Quay West, Suite 3000, Toronto, ON M5J 0B8;

“Documents” means the documents, articles, photographs, graphics, sound excerpts, video excerpts, images and other content delivered to the Client by the Supplier, and for which CNW holds electronic distribution rights granted by their rights holders (and, for the avoidance of doubt, these Documents may form a subset of the overall collection of content delivered to the Client by the Supplier under the MSA);

“MSA” means the services agreement between the Client and the Supplier, which refers to and/or incorporates this Agreement (typically, but not necessarily, in the form of a “Master Subscription Agreement”, “Master Services Agreement” or similar, plus corresponding “Statement of Work / Order Form” or similar);

“Readers” means any individuals authorized to be granted access to the Documents under the terms of the MSA;

“Supplier” means the Cision group company which has entered into and is providing services to the Client under the MSA (including, by way of example, Cision US Inc., Cision Canada Inc. or Cision Québec Inc.).

1. License

CNW grants a non-exclusive and non-transferable license, valid for the term of the MSA (including any extensions or renewals), to the Client, and to the Readers, allowing them to receive, reproduce and use the Documents in accordance with the terms and conditions set out in this Agreement and in the MSA.

All Documents are, and will remain, the exclusive property of CNW, of the original authors or publishers, or of any other applicable licensor, and are protected by copyright. The Client acknowledges that no right, title or interest related to the Documents is transferred to the Client or the Readers, with the exception of the rights explicitly set out in this Agreement.

2. Licensing fees

The licensing fees for this Agreement are paid to CNW by the Supplier on behalf of the Client (and, for the avoidance of doubt, are included within the overall fees payable by the Client to the Supplier under the MSA). Therefore, the Client is not required to pay any licensing fees directly to CNW.

3. Client’s obligations

The Client agrees to comply with the following:

1. only to use the Documents as explicitly provided in this Agreement and in the MSA;
2. neither to carry out nor to authorize any archiving, display, printing, reproduction, resale, commercial use or distribution of a Document in electronic format or on paper (except as explicitly provided in this Agreement) with the exceptions that (i) each Reader is authorized to print a single paper copy of a Document strictly for temporary individual consultation purposes by such Reader; and (ii) an individual Document or part thereof may, on an occasional and infrequent basis, be included by the Client and Readers in internal reports and in media monitoring reports to their own customers or in response to their inquiries, provided that such Documents and information are attributed, where applicable, to the relevant publisher, writer and/or licensor, and provided that such dissemination is limited and not intended as a substitute for paying for additional Readers;
3. to display, reproduce or distribute a Document only within the allowed limits indicated in the MSA and only in its entirety, without any modification of its content, of any reference appearing on such Document’s attributions (such as the author’s or publisher’s name, or the source of the Document), of any copyright notice appearing therein, or of any other reference regarding the use of the Document;
4. neither to carry out nor to authorize any use of a Document that could infringe on the moral rights or impugn the reputation of CNW or of the author or publisher of the Document, including in a manner that could imply that these parties are promoting any product, service, individual, business, institution or cause;
5. not use a Document in a manner that contravenes any applicable legislation or regulations in force, including in regard to copyright law;
6. not allow access to a Document to a Reader without that Reader having been informed in advance of, and having agreed to comply with, all the Client’s obligations under this Agreement;
7. use all reasonable means at its disposal to ensure that all Readers comply with all of the obligations set out in this Agreement, the Client being jointly and severally liable for any breach of this Agreement by its Readers;
8. if CNW or any Document licensor is required by any other licensor or a third party to remove Documents, or receives information that Documents provided may violate applicable law or third-party rights, CNW, the Supplier, or the Document licensor may notify the Client, and in such event the Client will promptly remove such Documents from its systems.

4. CNW’s obligations

4.1 CNW represents and warrants that it has obtained all distribution rights required for the Documents delivered by the Supplier.

4.2 The only representations and warranties that CNW makes regarding the Documents are those explicitly specified in the present Agreement. CNW does not make any other representations or guarantees, expressly or implicitly, including with respect to the following:

1. the nature, quality, performance, accuracy, truthfulness, currentness, legality or any other characteristic of the Documents or any information contained therein;
2. as to any part of a Document that has been modified, edited or altered by the Supplier or any other person;
3. as to any aspect of the Supplier’s services.

4.3 The Client and the Readers acknowledge that errors, inaccuracies and/or omissions cannot be completely excluded in the field of media monitoring and information-gathering. They also acknowledge that CNW’s role is restricted to administering copyrights in the Documents, and that CNW never, under any circumstances, conducts validations of the information contained in the Documents. DOCUMENTS ARE PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

4.4 The Client and the Readers acknowledge that third-party Document providers and/or third-party sources may chose at any time to prohibit their Documents from being accessed under this Agreement.

5. Responsibility and guarantees

5.1 CNW shall not be responsible or liable in any of the following cases:

1. those described in section 4.2 above;
2. misuse of a Document, or the use of a Document for any purpose than those set out in the Agreement;
3. any failure by the Client or a Reader has not complied fully with its obligations under this Agreement;
4. an unauthorized party using a Document;
5. for any cause attributable to a third party’s involvement or to force majeure (including (i) actions of third parties that are not under the control of CNW, (ii) labour disputes at CNW, the Supplier, or their respective licensors, suppliers or providers, and (iii) any order made by a public authority to suspend, in part or in whole, CNW’s services under the conditions set by the legislation and/or regulations in force).

5.2 Any indirect prejudice or damage, whether material or immaterial, suffered by the Client or a Reader in connection with the use of a Document, including any loss of business, of clientele or of data, and, in more general terms, any other loss or damage whatsoever, regardless of the cause, shall not result in compensation (financial or otherwise) from, or any responsibility or liability held by, CNW. Under no circumstances shall CNW be liable, with respect to this Agreement or the Documents or their associated outcomes for the Client, the Readers or any third party, for any loss of profits, loss of enjoyment, loss of income, loss of data and/or use of software, recovery costs of said data and/or software, the costs of any substitute product or service, or any other commercial loss of any nature (including special, punitive, exemplary, consequential, incidental or contingent damages, whether of a contractual, tortious or other nature), even if CNW is aware or has been advised or warned of the possibility of such damages, or could have foreseen such damages.

5.3 Each party agrees to indemnify and hold harmless the other party against any damages, losses or expenses, including any reasonable legal fees and expenses, that arise from any claim, action or legal proceeding resulting: (i) from the violation of the representations or warranties made by the party under this Agreement, or (ii) its failure to comply with any of the terms and conditions of this Agreement.

5.4 In the event that CNW is the subject of a claim, action or legal proceeding due to acts or negligence on the part of the Client or a Reader in breach of its obligations under this Agreement, the Client shall indemnify and hold CNW harmless for any prejudice or damage resulting from such claim, action or legal proceeding. CNW agrees to inform the Client of any such claim, action or legal proceeding within a reasonable timeframe after CNW has received said claim, action or legal proceeding.

5.5 In no event shall the total liability of CNW under or in relation to this Agreement or the Documents, including for damages granted in any claim, action or legal proceeding, and whether of a contractual, tortious or other nature, exceed the amount of the licensing fees paid by the Client (through the Subscriber) with respect to this Agreement and the Documents during the twelve month period immediately preceding the first claim by the Client (if any).

5.6 Any restriction or limitation on CNW’s liability only applies to the extent permitted by law.

6. Modifications

6.1 CNW reserves the right to modify its services, or to end them, from time to time and without prior notice.

6.2 CNW may, at any time, require that the Client and any Readers cease displaying, reproducing or distributing a Document, and/or cease the provision of Documents, if the Client, a Reader or CNW receives such a request or a claim for damages resulting from such use from a third party (a “Formal Demand”). CNW is in no way obligated to investigate the veracity of the facts alleged in a Formal Demand or to undertake any action whatsoever in response to a Formal Demand. CNW shall not be held liable in any way to the Client or its Readers for the cessation of provision of Documents following the receipt of a Formal Demand, other than for the reimbursement (through the Subscriber) of the licensing fees paid with respect to this Agreement prorated over the unexpired portion of the Agreement (except that if the Formal Demand is based, in part or in whole, on a failure by the Client or a Reader to fulfil its obligations under this Agreement, no reimbursement shall be made).

7. Termination and expiry

7.1 CNW may terminate this Agreement and/or cease the provision of Documents, in whole or in part, without the Client or Readers being able to claim compensation, in the following cases:

1. if the licensing fees due with respect to the Documents are not paid to CNW for any reason attributable to the Client (including, in particular, any failure by the Client to pay the fees due to the Subscriber under the MSA);
2. if the Client or a Reader fails to meet any of their obligations under this Agreement, provided that (where remediable), CNW or the Supplier shall first give the Client ten (10) working days’ notice to remedy such failure;
3. if the Client assigns its property to debtors, or liquidates its assets, or a petition in bankruptcy or other insolvency proceeding is filed against the Client, or the Client is subject to any other insolvency or analogous proceeding, or the Client becomes unable to pay its debts when due;
4. if any Document is used abnormally or fraudulently by the Client or a Reader.

7.2 At the end of this Agreement, whether by termination, expiry or otherwise, the Client shall (i) cease (and cause to cease) all use of the Documents by the Client and its Readers; and (ii) destroy (or cause to be destroyed) all copies, in electronic format or on paper, of Documents in the possession of the Client and its Readers.

8. Confidentiality

The Client agrees to keep the contents of this Agreement, and all other confidential information of CNW, strictly confidential. The Client and its Readers acknowledge and agree that CNW will collect information about their use of the Documents, and share such information with its licensors in order to fulfil reporting and licensing obligations. In doing this, CNW and its licensors will comply with all applicable laws and regulations. The Client and its Readers hereby consent to such collection and sharing of data and its use by CNW and its licensors. Subject to this, CNW agrees to keep all confidential information of the Client strictly confidential.

9. Changes to copyright rules

If any Canadian or other laws (including legislation and regulations) governing copyright change, or if a court decision modifies applicable copyright law, CNW may unilaterally amend this Agreement to the extent it deems necessary to take account of such changes.

10. General provisions

This Agreement represents the entire Agreement entered into by the parties and cancels and supersedes all prior or current written or oral exchanges, statements, guarantees or agreements regarding the subject matter of this Agreement, except as expressly set out in the MSA (and, for the avoidance of doubt, any rights and remedies held by CNW under the MSA shall remain in force). Nullity of any provision of this Agreement shall not nullify the entire Agreement. Failure by either party to demand that a provision of this Agreement be applied does not constitute a waiver of that provision, and does not prevent it from subsequently applying that provision in the same or different circumstances. Except as expressly set out in this Agreement, all changes to this Agreement must be made by means of a written agreement signed by both parties.

11. Assignment or transfer

The Client may not assign, transfer or in any way pass on to any third party any of its rights or obligations under this Agreement, without the prior written consent of CNW. CNW may assign, transfer or pass on any or all of its rights and obligations under this Agreement to any third party(ies) without the prior consent of the Client.

12. Applicable law and jurisdiction

This Agreement shall be subject to the applicable law in the Province of Ontario. Any dispute arising from or relating to this Agreement, including as to its signing, interpretation, validity or execution, shall be under the exclusive jurisdiction of the courts of the Toronto, Ontario. Each party hereby elects domicile at its company head office for the purposes of this Agreement.

13. Conflicts

In the case of conflict between the terms of this Agreement and those of the MSA, the terms of this Agreement shall take precedence.

14. Language

It is the express wish of the parties that this Agreement and all related documents be drawn up in English. Il est de la volonté expresse des parties que le présent contrat ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Last updated February 6, 2020