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1. DEFINITIONS
"Value Press Wire" means Value Press Wire, a Morimm Group Company of Florida. "Client" means the party utilizing Value Press Wire's services. "Agreement" means this Terms of Service Agreement between the Client and Value Press Wire. "Content" and "Client Content" mean all information and materials submitted by Client to Value Press Wire. "Service" or "Services" means the services provided to Client by Value Press Wire including, but not limited to, press release distribution, Internet clips, webcasting, and EDGAR filing. "Partner" or "Partners" means a third party that has a joint venture or marketing relationship with Value Press Wire.
2. CLIENT REPRESENTATIONS AND WARRANTIES
The Client is solely responsible for the accuracy and authenticity of the Content submitted by Client to Value Press Wire. Client represents and warrants to Value Press Wire, as follows:
- a. That Client has the right and is authorized to submit the Content to Value Press Wire for distribution, broadcasting and/or filing;
- b. That the Content is true and accurate;
- c. That the Client is not impersonating any person or entity or misrepresenting Client's affiliation with any person or entity;
- d. That the distribution, broadcasting and/or filing of the Content does not violate the state, federal or common law copyright, trademark, or service mark rights, any other property rights, privacy rights, intellectual property rights, confidentiality rights or other proprietary or contract rights of any third party;
- e. That the Content does not contain any information which is libelous or otherwise illegal;
- f. That Client will not misuse the Services or misappropriate the Content to compete directly or indirectly with Value Press Wire or to engage in derivative commercial activities without Value Press Wire's prior written consent; and
- g. That Client has investigated the desirability of utilizing Value Press Wire's services and is not relying on any representation, guarantee, or statement other than as set forth in these Terms of Service or in the materials on Value Press Wire's web site, "Value Press Wire.com".
3. INDEMNIFICATION
In the event any third party brings any action, arbitration, or other legal proceeding (collectively, "legal proceeding") against Value Press Wire, its officers, directors, shareholders, agents, employees or other representatives of Value Press Wire, or against any third party who broadcasts, displays or distributes the Content with the permission of Value Press Wire, or against any third party who provides advertising for Value Press Wire, or against any other third party who otherwise uses the Content with Value Press Wire's permission (collectively hereinafter referred to as "the Indemnitees"), or against any Partner, arising from the distribution, broadcast, filing or display of any Content provided by Client to Value Press Wire or, from any breach by Client of this Agreement, or, based upon the inaccuracy of any warranty or representation made by Client herein, or, based upon the contention that the Content defames or slanders any third party or, based upon the contention that the Content violates any provision of state or federal law or the intellectual property rights of any third party, Client shall indemnify, defend, and hold the Indemnitees harmless in connection with the claims made in the legal proceeding. Included in Client's obligation to indemnify, defend, and hold the Indemnitees harmless is the obligation to pay all attorneys' fees, expert witness fees, costs, and expenses incurred or to be incurred by the Indemnitees in connection with the defense of the legal proceeding (even if the legal proceeding is without merit).
4. LICENSE
Client hereby grants Value Press Wire a non-exclusive, royalty-free, sub-licensable, transferable, and assignable license to store, display, reproduce, distribute and, if appropriate, translate the Content submitted. Client also grants Value Press Wire the right to mention Client's name in Value Press Wire's marketing collateral, unless Client requests in writing that Value Press Wire refrain from such mentions.
5. POLICIES
Value Press Wire maintains a set of policies governing the allowable usage of its Services. A copy of these policies are sent to new Clients and are available to all Clients on their Account Management page, which is the first page displayed after logging in to the Value Press Wire web site. The Client agrees to adhere to these policies, as amended from time to time, as a necessary condition for using Value Press Wire's Services.
6. PRICES
Prices for Value Press Wire's Services may change from time to time. The price actually charged for a specific Service will be the price in effect at the time the Service is requested, minus any applicable discounts that may have been accorded Client under a valid Sales Contract signed by both Client and Value Press Wire.
7. PAYMENT AND CREDIT TERMS
Clients may pay for Services by credit card at the time the Content is submitted or, with approved credit, may be invoiced. Unless otherwise specified, invoices are due upon receipt.
8. DEFAULT
If Client fails to pay any sums when due, Client acknowledges and agrees that Value Press Wire may demand payment of the balance owed in full, with accrued interest at the monthly rate of 1.5% of the outstanding balance. Value Press Wire may, at its sole election, suspend performance of any further Services and/or may switch Client from invoice to credit card payment status, until such time as all payments due are paid. In the event Client fails to make payment for any Services when due or the event Value Press Wire takes any action to enforce its rights, Client agrees to pay all costs of collection, including reasonable attorneys' fees, which are incurred by Value Press Wire or its agents, whether or not a lawsuit is filed. In the event of litigation to enforce the terms herein, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable attorneys' fees.
9. NO WARRANTIES BY Value Press Wire
EXCEPT AS STATED IN THIS AGREEMENT, Value Press Wire OR PARTNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND NO PROMISE OR REPRESENTATION HAS BEEN MADE BY Value Press Wire OR PARTNER REGARDING ANY SERVICES TO BE PROVIDED BY OR THROUGH Value Press Wire OR PARTNER.
10. LIMITATION OF LIABILITY
Value Press Wire'S AND PARTNER'S LIABILITY SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY OR ON BEHALF OF THE CLIENT TO Value Press Wire IN CONNECTION WITH THE SERVICES OUT OF WHICH THE CLAIM BY CLIENT ARISES.
Value Press Wire shall not be liable for indirect, incidental, consequential, special or exemplary damages (even if Value Press Wire has been advised of the possibility of such damages and including such damages as might be incurred by third parties), arising from performance under, or failure of performance under, any provision of this Agreement, such as, but not limited to, loss of revenue, change in share price, loss of anticipated profits or lost business.
This limitation of liability applies to any damages, including without limitation those caused by any failure or performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous conduct, acts or omissions, negligence, or under any other claim or cause of action.
11. NOTICES
At Value Press Wire's sole discretion, notices by Value Press Wire to Clients regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the Value Press Wire web site "Value Press Wire.com" or by email to the Client.
12. ENTIRE AGREEMENT
This Agreement, together with the Policies referenced in section 5 above ("Policies") and the Sales Contract (if any) referenced in section 6 above ("Prices") constitute the entire agreement between Client and Value Press Wire regarding the Services provided and/or to be provided by Value Press Wire. This Agreement replaces any and all prior written and oral understandings and writings. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.
13. JURISDICTION
Any lawsuit filed by either party to enforce or construe any right granted under this Agreement or to assert any claim arising from the Services provided by Value Press Wire to Client shall be filed exclusively in the State of Florida, County of Palm Beach. In connection with any such action, Client consents to jurisdiction in the Courts of Florida, County of Palm Beach. In any such action, the parties agree that the laws of the State of Florida shall apply and shall govern the determination of the action.
14. EFFECT OF DELIVERY OF NOTICES BY FACSIMILE OR ELECTRONIC MAIL
The parties agree that the parties shall treat any document sent to the other by facsimile or by electronic mail as if the document were an original delivered to the recipient by hand delivery.
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