FOURTH ESTATE NEWSHUB GENERAL TERMS
Last Modified: June 6, 2021
Please read these Fourth Estate NewsHub General Terms (these “General Terms”) carefully.
These General Terms are between you (“Customer”, “You” or “Your”) and Fourth Estate Public Benefit Corporation (“Fourth Estate” or “we” or “us”) concerning your use of the Fourth Estate NewsHub (the “NewsHub”)
BY ACCESSING OR USING THE NEWSHUB, YOU AGREE TO THESE GENERAL TERMS AND YOU AFFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD, AND OTHERWISE HAVE THE LEGAL CAPACITY TO ENTER INTO THESE GENERAL TERMS.
USE OF THE NEWSHUB
The NewsHub makes available: bulletins, articles, text, photographs, graphics, video and/or other content (“Content”). Subject to your compliance with these General Terms, you may access Content on the NewsHub for your personal, non-commercial purposes only.
Please note that many features and functionalities of the NewsHub, including the ability to license and use certain Content for further use and display, are limited to customers of Fourth Estate who have entered into one or more separate licenses or agreements (“Agreements”) with Fourth Estate.
If you are a Customer, then you are subject to the terms of any such separate agreement(s) in addition to these General Terms, and the terms of any such separate agreement(s) will prevail in the event of an irreconcilable conflict between such terms and these General Terms.
You must not: (a) make available any malicious or potentially harmful computer code; (b) collect information about users of the NewsHub; (c) interfere with the operation of the NewsHub; (d) reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, sublicense, distribute or otherwise exploit any part of the NewsHub (including any Content), except as expressly permitted herein;(e) reverse engineer, decompile or disassemble any part of the NewsHub, except to the extent such restriction is expressly prohibited by applicable law; or (f) use any robot, spider or other device to retrieve, index, “scrape” or “data mine” any Content, or otherwise access or download any Content other than through the functionality of the NewsHub.
All of the Content available on NewsHub is the exclusive property of Fourth Estate or its licensors or partners. The Content is protected by national and international laws, including copyright, trademark, and other intellectual property laws.
Any Content downloaded by You transfers no right, title or interest in or to such Content or any intellectual property rights therein except for the revocable, non-transferable, non-sub licensable, non-exclusive and limited License set out in Your Content License.
All right, title and interest in and to such Content other than the limited License set out in Your Content License shall remain the exclusive property of Fourth Estate and/or its licensors.
We may change these General Terms and/or separate agreement(s) from time to time by notifying you of the changes by any reasonable means, including by posting revised General Terms on the NewsHub. By using the NewsHub, and/or Content following any changes to these General Terms, you agree to the changes. We may, at any time and without liability or prior notice, modify, suspend, limit availability or discontinue all or part of the NewsHub; charge, modify or waive any fees required to use the NewsHub; or offer opportunities to some or all users of the NewsHub.
ACCESS CREDENTIALS / SECURITY
You may need to register or otherwise enter a user name, password, company keys, or other information or credentials (collectively, “Access Credentials”) in order to make use of the NewsHub (or you may have already done so). All Access Credentials are solely for your internal business use in accordance with the General Terms, are to be used only by the particular individual to whom they are assigned, and may not be shared with other individuals. You are solely responsible for any use or misuse of your Access Credentials. You must ensure that all such Access Credentials are kept confidential, and you must promptly notify us of any actual or suspected confidentiality breach or unauthorized use of your Access Credentials or |NewsHub account. Without limiting the foregoing: (a) you acknowledge and agree that all individuals with Access Credentials (“Users”) will have the authority to act in your name and on your behalf in connection with the NewsHub; and (b) you hereby authorize any transactions and other acts initiated using Access Credentials. You will use reasonable efforts to secure any computing environment containing copies of any Content made available through the NewsHub in accordance with best practices in the news and media industry, and will promptly notify Fourth Estate of and remedy any security breach affecting such Content of which you become aware.
POTENTIALLY OFFENSIVE MATERIAL
The NewsHub, and/or Content, may include, display, describe, or depict persons, institutions or events that reflect social attitudes, beliefs and circumstances of a particular place and/or time that may be viewed as insensitive, offensive or inappropriate by You, or the community in or to which You intend to publish, transmit, display or broadcast such Content. Fourth Estate shall not be liable or responsible to You, or any other person or entity with respect to such Content.
Fourth Estate does not claim that the The NewsHub and/or any Content are appropriate or available for use in locations other than the United States. If You choose to access The NewsHub, and/or Content, from other locations, You do so at Your own initiative and will be solely responsible for compliance with any applicable local laws.
INTELLECTUAL AND PROPRIETARY RIGHTS
Unless otherwise stated, Fourth Estate reserves all copyright in the content and design of the NewsHub. Fourth Estate owns all such copyright or uses it under license or applicable law.
The NewsHub is owned and operated by the Fourth Estate Public Benefit Corporation and/or its affiliates (collectively, "Fourth Estate"). All of the content elements displayed and/or downloadable on the NewsHub, including images, photographs, graphic images, text, captions, video, audio-visual files, digital files, data, and software (collectively, the "Content"), and all of the features of the NewsHub, including the NewsHub designs, trade dress, logos, pages, audio and/or video material, text, data, information, software, data compilations, digital downloads, icons, html code, xml code and products or services obtained from the NewsHub (together with the Content, collectively, the "Site Elements") is the exclusive property of Fourth Estate or its licensors. The Site Elements are protected by national and international laws, including copyright, trademark, trade dress and other intellectual property laws. Any Content accessed or downloaded by You (whether or not such access or download was authorized) transfers no right, title or interest in or to such Content or any intellectual property rights therein. All right, title and interest in and to such Content shall remain the exclusive property of Fourth Estate and/or its licensors. No Content may be used, copied, displayed, transmitted or otherwise exploited via any means except as expressly permitted herein. Fourth Estate hereby expressly reserves all rights in relation to the NewsHub and Site Elements not expressly granted herein.
With the exception of any required copyright statements, notices and credits or other attribution You will not use any of the trademarks, service marks, trade names or service names of Fourth Estate, its affiliates or its licensors (“Marks”) without the express prior written consent of the owner. As between Fourth Estate and you, the Marks, the NewsHub and any Content contained therein: (a) are owned by Fourth Estate, its affiliates or its licensors and are protected by proprietary rights and laws, and (b) are hereby reserved by Fourth Estate, its affiliates or its licensors.
For the protection of Fourth Estate, its members, and its licensors, Content may use electronic measures to protect the NewsHub and the Content. You agree not too, nor attempt to, disable or interfere with any such measures. Any circumvention or interference with such measures may result in civil and criminal penalties.
THE NEWSHUB, AND/OR CONTENT, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE",AND "BEST EFFORT" BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, FOURTH ESTATE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE NewsHub, AND/OR CONTENT, THE NewsHub,AND/OR ANY OTHER CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE NewsHub, WHETHER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) OF NON-INFRINGEMENT AND TITLE; (3) THAT ANY USE OF THE NewsHub AND/OR CONTENT WILL BE FREE FROM ANY INTERRUPTIONS, DELAYS, INACCURACIES, SERVER DOWN-TIME, ERRORS OR OMISSIONS; (4) THAT THE NewsHub AND/OR CONTENT WILL BE SECURE, OR FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS; (5) THAT THE NewsHub AND/OR CONTENT WILL SATISFY YOUR REQUIREMENTS OR EXPECTATIONS; AND (6) THAT INFORMATION, DATA OR MATERIALS PRESENTED OR DISPLAYED ON OR IN THE NewsHub AND/OR CONTENT ARE CORRECT, ACCURATE OR RELIABLE.
DISCLAIMER OF WARRANTIES
NOTHING IN THIS AGREEMENT, INCLUDING SECTIONS WILL EXCLUDE OR LIMIT FOURTH ESTATE'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND FOURTH ESTATE'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE."
IN PARTICULAR, FOURTH ESTATE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
- YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
- THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE NewsHub ServiceS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FOURTH ESTATE, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
FOURTH ESTATE, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
IN NO EVENT AND/OR UNDER NO CIRCUMSTANCES, OR ANY THEORY OF LAW AND/OR TORT, SHALLFOURTH ESTATE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
- ANY CHANGES WHICHFOURTH ESTATE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
- YOUR FAILURE TO PROVIDE FOURTH ESTATE WITH ACCURATE ACCOUNT INFORMATION;
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
THE LIMITATIONS ON FOURTH ESTATE'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT FOURTH ESTATE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
ACCURACY AND COMPLETENESS
Although Fourth Estate endeavors to ensure the accuracy, completeness and reliability of THE NewsHub, DATA, AND/OR THE CONTENT, Fourth Estate disclaims all representations and warranties concerning the accuracy, completeness and/or reliability of the NewsHub, Content or any data or metadata appurtenant thereof. You assume all risk and responsibility relying on such information. Fourth Estate also disclaims any responsibility for the accuracy, completeness and/or reliability of any feature provided by this Site and/or any API OR search results.
LINKS TO THIRD PARTIES
The NewsHub, and/or content may from time to time contain links or pointers to Internet sites maintained by third parties. These links do not imply endorsement by Fourth Estate of the content, products or services offered by such third party Internet sites. Fourth Estate does not operate or control in any way any information, products or services on these third-party sites and Fourth Estate expressly disclaims any responsibility for such third party sites, which are provided for Your informational, convenience on an "as is" basis without warranties of any kind, express or implied. You hereby waive any and all claims against Fourth Estate regarding the inclusion of links to third party Internet sites or the use thereof.
Fourth Estate may terminate these General Terms, Agreements, or your right to use the NewsHub at any time and without prior notice, for any reason. You agree that Fourth Estate shall not be liable to You or any third party for any termination of Your access to the NewsHub, and/or Content. Even after this Agreement is terminated, all other provisions will remain in effect.
In the event of termination, your access to the NewsHub, or any Content will be cancelled and you are no longer authorized to access the NewsHub, or any Content. From the date of termination, all licenses and/or permissions granted automatically terminate and you must destroy all copies of the Licensed Material (including permanently deleting any electronic copies held on any media whatsoever including Licensed Material stored on your computer systems) and cease using the Licensed Material for any purpose.
Fourth Estate will use commercially reasonable efforts assist You, through Your authorized Account contacts, with initial set up and configuration of Your Account, issues relating to your ability to access the Services and troubleshooting other issues related to delivery of the Services. Only Your authorized Account contacts may request information, changes or technical support pursuant to the Service. Company’s technical support response time depends on the complexity of the inquiry and support request volume. Customers and Users with mission critical applications, or special support needs and requirements should engage a premium support contract.
CONTACTING THE FOURTH ESTATE
All notices to Fourth Estate under these General Terms must be in writing and sent by e-mail to Fourth Estate. When you visit the NewsHub or send-emails to Fourth Estate, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices to the NewsHub. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
DMCA AND COPYRIGHT
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing online infringes their rights under U.S. copyright law. If you believe in good faith that the use of certain materials on the NewsHub infringe your copyright, you (or your agent) may send to Fourth Estate a written request that Fourth Estate remove such material or block access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available on the NewsHub, the DMCA permits you to send to Fourth Estate a counter-notice. Notices and counter-notices must meet the requirements imposed by the DMCA, see http://www.copyright.gov/, and be sent in writing to our DMCA agent.
Fourth Estate may use and refer to your name, logo, website likeness and URL in presentations, marketing materials, customer lists, financial reports and website listings of customers.
With the exception of any required copyright statements, notices and credits or other attribution you may not use Fourth Estate trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Branding”). You may not modify or change Fourth Estate Branding in any manner.
Customer must not make any press announcement or otherwise publicise the Framework Agreement in any way, except with the written consent of the Fourth Estate.
In the course of using the NewsHub, You may receive certain pricing, technical, marketing or other confidential information. "Confidential information" includes any information that is either designated as confidential by Fourth Estate or that, under the circumstances surrounding its disclosure, a reasonable person would conclude is confidential. You acknowledge that such confidential information constitutes valuable trade secrets of Fourth Estate and is proprietary to Fourth Estate. You agree that You will maintain the confidentiality of all such confidential information and that You shall not use or disclose such confidential information without the prior written consent of Fourth Estate.
SYSTEM AND NETWORK SECURITY
Users are prohibited from violating or attempting to violate the security of Fourth Estate server and computer systems. Violations of system or network security may result in civil or criminal liability. Fourth Estate will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
Headings. Article and section headings and any table of contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Counterparts. This General Terms, and/or other Agreement(s) and licenses may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
Severability. If any provision of these General Terms is held to be invalid or unenforceable, such provision will be ineffective only to the extent of such invalidity or unenforceability, and the remainder of these General Terms will continue in full force and effect.
Compliance With Law. Your use of the NewsHub, and/or Content, is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so.
Governing Law, Jurisdiction, Disputes. These General Terms and/or Agreements, your use of the NewsHub and all related matters are governed solely by, and construed solely in accordance with, the laws of the State of New York, U.S.A., without regard to any of its principles of conflicts of law that would cause the application of the laws of any other jurisdiction, and regardless of your location. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or any local implementing legislation, the application of which is expressly excluded. You agree to the exclusive jurisdiction of the federal and state courts located in the City of Denver, State of Colorado, United States of America, with respect to any such disputes, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
No Waiver. The Fourth Estate’s failure to require compliance with any provision of these General Terms and/or Agreements, or the failure to assert any right the Fourth Estate may have hereunder, without limitation, shall not be deemed to be a waiver of such provision or right or any other provision or right of these General Terms and/or Agreement(s).
No Assignment. You may not assign or transfer to anyone else the rights granted to you in these General Terms and/or Agreements, without Fourth Estate's prior written consent.
Force Majeure. Fourth Estate shall not be liable for delays, errors, or omissions occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply.
Electronic Delivery. Each Member hereby agrees that all communications with the Fourth Estate, shall be via electronic delivery.