This Delve Terms of Service ("Agreement") is entered into by and between Archetype Agency LLC ("Archetype") and you or the entity you represent ("Customer") as of the date of submission of an online Order by Customer or the Parties' execution of an Order referencing this Agreement ("Effective Date"). Archetype and Customer will be individually referred to as a "Party" and collectively referred to as the "Parties."
Please read this Agreement carefully. It creates a binding legal contract between Archetype and Customer governing the Services. Among other things, this Agreement describes Customer's responsibilities and limit Archetype's liability.
By accessing the Services in any way, including by clicking the "Accept" (or similar) box or button, or by creating an account, Customer agrees to and is bound by this Agreement.
This Agreement, the Order, and Archetype's Privacy Policy constitutes the entire agreement between Archetype and Customer and governs Customer's use of the Services, and supersede all prior agreements, written or oral, between Archetype and Customer regarding the Services (including, any prior versions of this Agreement). Portions of the Services may be governed by posted guidelines, rules or other terms and conditions. All such guidelines, rules and terms and conditions are hereby incorporated by reference into this Agreement. If there is a conflict between this Agreement and such other guidelines, rules and terms and conditions, this Agreement will control. Notwithstanding the foregoing, Archetype's Privacy Policy supersedes any conflicting terms in this Agreement and/or any other guidelines, rules and terms and conditions with respect to the subject matter covered by Archetype's Privacy Policy. Customer's acceptance of this Agreement also constitutes its agreement that it can receive and retain, and Customer's acceptance of the delivery of, communications to Customer by website posting or email.
Customer may also be subject to additional terms and conditions that may apply when Customer uses third-party content or third-party software. Customer is solely responsible for reviewing and complying with such terms even if Archetype's Services direct Customer to third party content, software, or services.
(a) "Affiliate" means an entity controlling, controlled by or under common control with a Party at any time during the Term, for so long as such ownership and control exists, provided such entity is not a competitor of Archetype or in the business of developing and offering products or technologies that are substantially similar to the Services.
(b) "Archetype IP" means the Services, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Archetype IP includes aggregated statistics and any information, data, or other content derived from Archetype's monitoring of Customer's access to or use of the Services but does not include Customer Data.
(c) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
(d) "Confidential Information" means any information that either Party receives ("Recipient"), in whatever form or medium, from the other Party ("Discloser") that is identified as "confidential" whether orally or in writing or that would reasonably be considered confidential or proprietary by a party experienced in the industry and based upon the nature of the information or the circumstances under which it was disclosed.
(e) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(f) "Documentation" means Archetype's user manuals, handbooks, and guides relating to the Services provided by Archetype to Customer either electronically or in hard copy form relating to the Services available at https://app.delve.news.
(g) "Order" means Archetype's order form for Services that has been executed by the Parties or submitted by Customer online through Archetype's website. Each Order will be incorporated into this Agreement by reference.
(h) "Open Source Software" means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU's General Public License (GPL) or Lesser/Library GPL; (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards License (SISL); (g) the BSD License; (h) the Apache License, or (i) any other license identified as an open source license by the Open Source Initiative (www.opensource.org).
(i) "Personal Data" means information that: (i) identifies or can be used to identify an individual (including, without limitation, names, addresses, telephone numbers, email addresses, and other unique identifiers); (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs); or (iii) as otherwise defined by applicable privacy laws. Customer's business contact information is not by itself deemed to be Personal Data.
(j) "Services" means the software-as-a-service offering described in Order.
(k) "Subscription Term" means the period of time Customer may access and use the Services as set forth in an Order.
(l) "Third-Party Materials" means any intellectual property, including without limitation, materials, information, content, documents, data, know-how, ideas, methodologies, specifications, software, algorithms, press publications, and technology, in any form or media, in which any person other than Customer or Archetype owns any intellectual property right.
2(a). Provision of Access. Subject to all limitations and restrictions contained herein and the Order, upon execution of the Order by the Parties, Archetype will provide Customer access to the Services during the Subscription Term. Subject to the terms of this Agreement, Archetype grants to Customer, during the Subscription Term only, a fee-bearing, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services in accordance with the Documentation, this Agreement, and the defined scope of use described in the applicable Order. Archetype may modify the Services from time to time and will provide Customer reasonable notice of any material changes to the Services.
2(b). Excess Usage. Customer's circumvention of technical measures in the Services constitutes a material breach of this Agreement. If Customer exceeds the number of Authorized Users or the scope of use set forth in the Order, Customer will pay any additional fees due by Customer to Archetype for such over-use. The agreed upon additional fees associated with the over-use shall be memorialized in a new Order signed by the Parties.
2(c). Use by Affiliates. Customer's Affiliates may, upon executing a new Order and agreeing to be bound by the provisions of this Agreement use the Services subject to Customer's scope of use set forth in the Order or purchase a subscription for their own defined scope of use. Upon execution of an Order by Archetype and the Customer Affiliate(s), the Customer Affiliate(s) will be bound by the provisions of this Agreement as if they were an original party hereto.
2(d). Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) directly or indirectly, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation (or any portion thereof); (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use the Services, or permit it to be used, for purposes of evaluation benchmarking, performance tests or other comparative analysis intended for publication or disclosure to third parties; (vii) provide the Services on a time sharing, hosting, service provider or other similar basis; (viii) copy any features, functions or graphics of the Services for any purpose other than what is expressly authorized under this Agreement; (ix) interfere with or disrupt the integrity or performance of the Services; or (x) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services. Customer acknowledges and agrees that any Open Source Software provided to Customer as part of the Services hereto is not licensed to Customer hereunder and that any license to such Open Source Software is obtained by Customer directly from the licensor of such Open Source Software.
2(e). Suspension. Notwithstanding anything to the contrary in this Agreement, Archetype may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Archetype reasonably determines that (A) there is misuse of or a threat or attack on any of the Archetype IP or Third-Party Materials; (B) Customer's or any Authorized User's use of the Archetype IP or Third-Party Materials disrupts or poses a security risk to the Archetype IP or Third-Party Materials or to any other customer or vendor of Archetype; (C) Customer, or any Authorized User, is using the Archetype IP or Third-Party Materials for fraudulent or illegal activities; (ii) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (iii) Archetype's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (iv) any vendor of Archetype has suspended or terminated Archetype's access to or use of any Third-Party Materials required to enable Customer to access the Services.
2(f). Third-Party Materials. The Services may permit access to Third-Party Materials. For purposes of this Agreement, Third-Party Materials are subject to their own terms and conditions which may be presented to Customer for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Materials licensed or provided by third parties that require Archetype to pass through additional terms to Customer. Customer will comply with all such applicable pass-through terms that Archetype makes available to Customer either via a website link, through the Documentation, in Exhibit A or otherwise in writing as such terms may be updated, modified, or added from time to time. Archetype may add or remove Third-Party Materials from time to time. If Customer does not agree to abide by the applicable terms for any Third-Party Materials, then it should not install, access, or use these Third-Party Materials or any Services that include or incorporate Third-Party Materials. Third-Party Materials may also include artificial components to enhance functionality. Such components are governed by its own license terms and may be modified or replaced without notice. Archetype disclaims liability for issues arising from its integration or use.
Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
Customer is responsible for maintaining the security of its and its Authorized Users' accounts and passwords. Archetype is not liable for any loss or damage from Customer's failure to comply with this security obligation. The technical processing and transmission of the Services, including the Customer's content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
4(a). Fees. Archetype's fees for the Services are as set forth in the applicable Order and shall be payable without offset or deduction and in US dollars on or before the due date as stated in the Order. Unless otherwise stated in the Order, for any failure to make payment within the stipulated time period, Archetype may charge interest on the past due amount at the rate of 2.5% per month calculated daily and compounded monthly and if such failure continues for 7 days or more, Archetype may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Customer must provide complete and accurate billing information ("Payment Method"). Archetype may charge the Payment Method for any applicable fees listed on the Order and any applicable tax. If the fees for these Services or features are specified to be recurring or based on usage, Archetype may charge these fees and applicable taxes to the Payment Method on a periodic basis.
4(b). Taxes. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on Archetype's net income. If Customer is required to pay any such taxes, Customer will pay such taxes with no reduction or offset in the amounts payable to Archetype hereunder. If an applicable tax authority requires Archetype to pay any taxes that should have been payable by Customer, Archetype will advise Customer in writing, and Customer will promptly reimburse Archetype for the amounts paid.
4(c). Reporting/Audit. Archetype may monitor the usage of the Services to check that Customer complies with the terms of this Agreement and applicable Orders. If Customer's use of Services exceeds the scope of use set forth in the applicable Orders, Customer will pay the additional fees associated with the underpayment.
Confidential Information of Archetype includes information regarding features, functionality and performance of the Service. Confidential Information of Customer includes all Customer Data. Recipient will: (a) take reasonable precautions to protect Confidential Information against unauthorized use or disclosure, (b) not to use Confidential Information except as reasonably necessary in connection with the performance of this Agreement or otherwise in accordance with the Discloser's prior written consent; and (c) not disclose Confidential Information to any third parties other than Recipient's employees, contractors, agents, and in the case of Archetype, its licensors who are under a duty of confidentiality no less restrictive than Recipient's duty hereunder to protect Confidential Information, except with the Disclosing Party's prior written consent. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after 3 years following the disclosure thereof (or, as applicable, with respect to Confidential Information that is a trade secret, for as long as such information remains a trade secret) or any information that Recipient can document (i) is or becomes generally available to the public through no fault of Recipient, or (ii) was in its possession or known by it before receipt from Discloser, (iii) was rightfully disclosed to it without restriction by a third party who was not under confidentiality obligations to protect such information, or (iv) was independently developed without use of any Confidential Information of Discloser. Nothing in this Agreement will prohibit Recipient from disclosing Confidential Information of Discloser if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding ("Required Disclosure"); provided that Recipient shall: (A) where permitted, give Discloser reasonable notice of such Required Disclosure prior to disclosure; (B) cooperate with Discloser if it elects to contest such disclosure or seek a protective order with respect thereto; and (C) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.
Customer understands that in connection with providing the Services, Archetype collects limited personal information of Authorized Users and gathers analytics regarding Authorized User's use of the Services. To the extent Customer provides Archetype with access to Personal Information of Authorized Users in connection with the Services, Customer grants Archetype a non-exclusive right to Process such information in accordance with Archetype's privacy policy, including, without limitation, to provide such information to Archetype's licensor's in connection with Customer's access to Third-Party Materials through the Services. Archetype may Process the Personal Information as instructed in writing by Customer or an Authorized User. Customer hereby instructs Archetype to Process Personal Information as contemplated by the Parties in this Agreement and in the Documentation and agrees that such instruction shall remain in force throughout the Term. Archetype will not use, retain, or disclose Personal Information for any purpose other than providing the Services. To the extent Customer or an Authorized User provides any instructions to Archetype regarding Processing of Personal Information that are not expressly provided for herein, Archetype's compliance with such instructions shall be subject to: (a) Customer's payment of fees and reimbursement of expenses if compliance requires non-incidental time spent by Archetype personnel or out-of-pocket expenses; and (b) technical feasibility. "Processing" or "Process" means any operation or set of operations which is performed upon Personal Information, including the collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction of Personal Information. Customer acknowledges and agrees that Personal Information may be accessed from and/or transmitted by Archetype to countries in which Archetype has data Processing facilities, including the United States of America. Without limiting anything else in this Agreement, Customer represents and warrants that it shall make all necessary registrations and disclosures and obtain all necessary consents for such access to and/or transmission of Personal Information by Archetype. Archetype may use subcontractors (including its Affiliates) to provide Processing services on its behalf in accordance with the terms of this Agreement.
7(a). Archetype IP. The Services are licensed not sold. Archetype owns all rights, title, and interest, including all intellectual property rights, in and to the Archetype IP and, with respect to Third-Party Materials, the applicable third-party own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials.
7(b). Customer Data. Customer owns all rights, titles, and interests, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Archetype a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Archetype to provide the Services to Customer.
7(c). Feedback. If Customer provides the Archetype with ideas, comments or suggestions relating to the Services ("Feedback"), all intellectual property rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works) are owned solely by Archetype and Archetype may use or disclose the Feedback for any purpose. Customer hereby assigns to Archetype all right, title and interest in and to the Feedback and all intellectual property rights inherent therein and related thereto. During and after the Term, Customer will take all acts reasonably required to perfect and enforce such rights. All such Feedback shall be deemed to be Archetype's Confidential Information and shall be subject to the restrictions set forth herein.
7(d). Reservation of Rights. Archetype reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Archetype IP or Third-Party Materials.
9(a). Archetype Indemnification. Archetype will defend and indemnify Customer at Archetype's own expense, against any action against Customer brought by an unaffiliated third party that alleges that the Services (excluding Customer Data) as provided by Archetype to Customer infringe any U.S. copyright or misappropriate any trade secret, and Archetype will pay those costs and damages finally awarded or those costs and damages agreed to in a monetary settlement of such action in accordance with this Section; provided that Customer promptly notifies Archetype in writing of such claim, cooperates with Archetype in the defense and settlement of the claim, and allows Archetype sole authority to control the defense and settlement of such claim. If the Services or any part thereof becomes, or in Archetype's opinion is likely to become, the subject of an infringement claim, Archetype may, at its option and expense, either (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that it becomes non-infringing; or (iii) terminate this Agreement upon written notice to Customer, and refund Customer any unearned fees pro-rated for the applicable license period. Notwithstanding the foregoing, Archetype will have no obligation under this Section or otherwise with respect to any allegation or claim based upon: (A) any use of the Services by Customer or any Authorized User not in accordance with this Agreement; (B) any use of the Services by Customer or any Authorized User in combination with products, equipment, software, or data not supplied by Archetype if such infringement would have been avoided but for such combination; or (C) any modification of the Services by any person other than Archetype or its expressly authorized agents or subcontractors. THIS SECTION STATES ARCHETYPE'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INDEMNITY CLAIMS OR ACTIONS.
9(b). Customer Indemnification. Customer will indemnify, hold harmless, and, at Archetype's option, defend Archetype from and against any claim, suit, or action and any related loss, damage or costs (including reasonable attorneys' fees) resulting from or arising out of any claim brought by a third party (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or other proprietary rights; (ii) based on Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) breach of this Agreement; (D) use of the Services in violation of applicable law; and (E) related to Section 9(a)(A-C), provided that Customer may not settle any third party claim against Archetype unless Archetype consents to such settlement, and further provided that Archetype will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
11(a). Term. The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the "Effective Date") and continues until no Order has been in effect for a period of at least 90 days, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). The term of each Order will continue for the initial term specified in the applicable Order (the "Order Initial Term") and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an "Order Renewal Term"), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term.
11(b). Termination. In addition to any other remedies, it may have, (i) either Party may also terminate this Agreement upon 30 days' notice (or without notice in the case of nonpayment, fraud, or willful misconduct), if the other Party materially breaches any of the terms or conditions of this Agreement; (ii) Archetype may terminate this Agreement with immediate effect if Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment or by giving 30 days' notice of termination to the Customer.
11(c). Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Archetype IP and ensure that all Authorized Users discontinue all use of Archetype IP, and without limiting Customer's obligations under Section 5 (Confidential Information), Customer shall delete, destroy, or return all copies of the Archetype IP and certify in writing to the Archetype that the Archetype IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all fees that may have become due before such expiration or termination or entitle Customer to any refund and any amounts owed to Archetype under this Agreement prior to its termination or expiration shall become due and payable immediately upon such termination or expiration.
11(d). Survival. The following sections will survive the termination or expiration of this Agreement: Section 1 (Definitions); 4 (Fees and Payment); 5 (Confidential Information); 7 (Intellectual Property Ownership); 8 (Disclaimers); 9 (Indemnification); 10 (Limitation of Liability); 11(c) (Effect of Expiration or Termination); 11(d) (Survival); 13 (Miscellaneous); 14 (U.S. Government Rights); 16 (Equitable Relief); and any rights of third parties as set forth in Exhibit A.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for non-payment), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo or blackout.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the Parties. This Agreement shall supersede the terms of any Customer purchase order or other business form ("Customer's Form"). If accepted by Archetype in lieu of or in addition to Archetype's Order, Customer's Form shall be binding only as to the following terms: the Services ordered and the appropriately calculated fees due. Other terms shall be void and unenforceable, irrespective of the representations, obligations and covenants contained therein. Customer may not assign, delegate or transfer, including by operation of law, sale of assets, merger and otherwise, any of its rights or obligations (in whole or in part) under this Agreement to any third party without Archetype's prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be void and of no force or effect. Archetype may assign this Agreement. Customer agrees that Archetype may, at Archetype's expense, use Customer's name, logo and trademarks thereof, and may disclose that Customer uses the Services, in Archetype's advertising, marketing, promotion and similar public disclosures with respect to the Services. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications of this Agreement must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement and Customer does not have any authority of any kind to bind Archetype in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law's provisions. The Parties submit to personal and exclusive jurisdiction by and venue in the state and federal courts located in Delaware. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer will not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. Section 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. Section 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. Section 227.7201 through 48 C.F.R. Section 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. Section 12.212, with respect to all other US Government users and their contractors.
Archetype may revise and update this Agreement at its discretion. Some examples of times Archetype may update this Agreement include (a) to reflect changes in the Services, like when Archetype adds or removes features or services, or updates its pricing; (b) for security or legal reasons; or (c) to promote safety or prevent abuse. If Customer continues to access the Services after Archetype posts the updated Agreement on Archetype website or otherwise gives Customer notice of Agreement changes, then Customer agrees to the updated Terms. If Customer does not accept the updated Agreement, Customer must stop using the Services.
Customer agrees that (a) no adequate remedy exists at law if Customer breaches Section 2 (Access and Use); Section 5 (Confidential Information), or Section 7 (Intellectual Property Ownership); (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. Customer waives any opposition to such injunctive relief, as well as any demand that Archetype proves actual damage or post a bond or other security in connection with such injunctive relief.
The following terms apply to any Cuttings, Digital Cuttings, Paper Cuttings, or Snippet Links made available by Archetype through the Services as licensed by the Copyright Licensing Agency Ltd ("CLA") to Archetype.
For purposes of this Exhibit:
- "Cutting" means any article, or part of an article, taken from a journal, magazine, or other periodical containing news or current affairs.
- "Digital Cutting" means an electronic copy of a Cutting made from licensed print source material.
- "Paper Cutting" means a paper photocopy of a Cutting and any paper print-out of a Digital Cutting.
- "Snippet Link" means a direct link to news or current-affairs content on the original website of a participating publisher, accompanied by a headline and/or short text summary.
For customers accessing the Services in the United Kingdom, each Snippet Link may be made available for access by one user only and not for multiple-user access, unless:
- Customer holds a current and applicable CLA license; and
- any reporting or other license conditions applicable to Archetype's provision of that access have been satisfied.
The same restriction on multiple-user access to Snippet Links applies for users accessing the Services outside the United Kingdom, unless CLA confirms in writing that such access is permitted for the relevant country and on what terms.
Customer is responsible for obtaining and maintaining any CLA license, equivalent license, or copyright-owner permission required for Customer's intended use of Snippet Links or other licensed Cuttings.
Customer must obtain and maintain any CLA license, equivalent license, or permission from the relevant copyright owner that is required for Customer's receipt, access, internal use, multiple-user use, copying, printing, storage, or other use of Cuttings made available through the Services.
Customer acknowledges and agrees that:
- Archetype may provide information about Customer to CLA where required under Archetype's CLA license and may also provide Customer details to CLA where Archetype believes Customer is using the Services in breach of applicable CLA licensing conditions.
- As a condition of access to Cuttings, Archetype may provide CLA with Customer-related information and business contact details necessary for CLA to verify whether Customer holds the required CLA license, equivalent license, or copyright-owner permission for the relevant use, including where relevant to verify permission for multiple-user access or other authorized use.
- Such information may include Customer name, postal address, email address, and, where Customer is an entity, the name and business contact details of an appropriate contact person.
- CLA may contact Customer or its designated contact person for compliance-verification purposes.
Unless Customer is separately permitted by a CLA license, equivalent license, or the relevant copyright owner:
- Paper Cuttings may not be further copied or otherwise reproduced;
- Any Digital Cutting may be accessed once only;
- Customer may print one paper copy only of a Digital Cutting, and that paper copy may not itself be further copied;
- After that permitted access and print, the Digital Cutting and any electronic copies of it must be deleted; and
- Customer may not alter any Licensed Cutting or remove, conceal, or amend any copyright notice or other rights notice; retransmit a Digital Cutting to any other person, except solely as technically necessary to produce the one permitted paper copy for the person who originally requested it; or electronically store any copy of a Digital Cutting, other than automatic and transient storage that occurs in the ordinary course of receipt or viewing through the Service.
Customer acknowledges that:
- each Paper Cutting, or the cover/front sheet of any compilation containing Paper Cuttings, may state that the source content is protected by copyright and may not be copied or otherwise reproduced, including for internal purposes, unless permitted by an applicable CLA license, equivalent license, or copyright-owner authorization; and
- each Digital Cutting may include a statement that the source content is protected by copyright and is subject to the access, printing, retransmission, storage, deletion, and copying restrictions described in this Exhibit.
Customer must not remove, obscure, or modify any such notice.
Pursuant to the Contracts (Rights of Third Parties) Act 1999, CLA may take legal action directly against Customer to enforce the restrictions set forth herein or any unauthorized use of its licensed materials.
If Archetype reasonably believes, or is notified by CLA that CLA reasonably believes, that Customer has used Cuttings in breach of these terms or in a manner that creates a compliance issue under Archetype's CLA license, Archetype may:
- inform CLA of such fact and the identity of the Customer;
- require Customer to cease the relevant activity immediately;
- require Customer to remedy the issue within 14 days of notice, where remedy is possible;
- disable or limit the affected form of access, including multiple-user access to Snippet Links;
- suspend supply of the relevant category of Cuttings; and/or
- cease supplying the relevant category of Cuttings if the issue is not timely resolved or if cessation is required under Archetype's CLA license or by CLA.
Without limiting the foregoing, if Archetype receives notice that Customer does not hold a current and applicable CLA license required for multiple-user access to Snippet Links, Archetype may disable that multiple-user access and, if necessary, stop providing Snippet Links to Customer.
If there is any conflict between this Exhibit and the Agreement or Order, this Exhibit controls solely with respect to CLA-regulated content and related compliance requirements.
Sections that by their nature should survive termination or expiration of the Agreement, including restrictions, disclaimers, indemnification, purge obligations, and enforcement rights, will survive in accordance with their terms.
Customer acknowledges that Archetype benefits from a license from Le Centre Francais d'exploitation du droit de Copie ("CFC") in the provision of the Services. CFC may, where applicable, ask Archetype to communicate to Customer or include in its contractual documents (general terms and conditions, contracts, etc.) specific information on the authorization conditions associated with the Services, in particular on the conditions of access and use of the Press Publications to which Customer has access via the Services and Customer will comply with such requirements.
"Press Publication" means literary works of a journalistic nature (mainly press articles) published on the online press sites appearing in the CFC web service provider repertoire applicable to Archetype's CFC license.
Customer agrees that its access to and use of Press Publications through the Services is subject to the following conditions:
- Use limited to Extracts. Customer is not authorized to use any Press Publication beyond the extracts permitted through the Services.
- Link-only access. The clickable element containing the URL linking to the press publisher's website is the sole means by which Customer may access a Press Publication.
- Separate authorization required for full content. If Customer wishes to receive, access, or use the content of a Press Publication itself beyond the permitted extracts made available through the Services, Customer must obtain separate authorization from CFC.
Customer may not use any Press Publication in connection with artificial intelligence activities, including:
- as training, learning, or input data;
- for designing, developing, testing, or improving AI systems, models, tools, or applications; or
- in connection with any generative artificial intelligence service intended to produce content from the original content of press.
Customer acknowledges and authorizes Archetype to report to CFC on a quarterly basis, for invoicing and compliance purposes, the following information relating to Customer's subscription to the Services:
- Customer's name;
- the start date of the subscribed service; and
- the number of months subscribed for.
If there is any conflict between this Exhibit and the Agreement or Orders, this Exhibit controls solely with respect to the subject matter covered by this Exhibit and only to the extent necessary for Archetype to comply with its obligations under the applicable CFC license.
Archetype may suspend or restrict Customer's access to any portion of the Services involving Press Publications to the extent reasonably necessary to comply with Archetype's obligations under the applicable CFC license or to address Customer's actual or suspected non-compliance with this Exhibit.
Sections 2-8 above survive any expiration or termination of the applicable Order for so long as relevant to Customer's prior access to or use of Press Publications through the Services.
This Section sets out additional terms applicable to Customer's access to certain media-contact and related analytics content that Archetype licenses from Digital Media Innovations, LLC d/b/a ("Notified").
"Notified Information" means the curated media contacts database and related publicly available information licensed by Archetype from Notified, including metadata relating to media outlets, media contacts, and editorial calendars.
"Derived Data" means new information, insights, analytics, metrics, models, visualizations, summaries, trend analyses, and datasets generated by Archetype through analysis, manipulation, or transformation of Notified Information, including coverage patterns, topic momentum, outlet-level trends, beat-level trends, performance benchmarking, and other similar analytical outputs.
Customer may permit access to Notified Information and Derived Data only to its Authorized Users, and only in accordance with the Agreement and this Exhibit.
Each Authorized User must be registered with an individual email address. Shared, alias, distribution-list, or other group email addresses are not permitted for access credentials.
Except as expressly permitted under the Agreement, Customer shall not, and shall not permit any Authorized User or other person to:
- copy, misappropriate, reproduce, distribute, display, translate, sell, publish, broadcast, circulate, forward, or otherwise redistribute any Notified Information or Derived Data (including, without limitation, via the use of the Notified Information in another form such as orally or via intercom devices);
- provide any Notified Information or Derived Data to any person who is not an Authorized User, including to other individuals within Customer's organization;
- forward email alerts containing Notified Information or Derived Data to any person who is not an Authorized User;
- make any Notified Information or Derived Data available to any third party;
- display or provide any Notified Information or Derived Data through any co-branded, white-labeled, private-label, or framed site, service, or offering;
- distribute any Notified Information or Derived Data through any feed, including an RSS feed;
- distribute or expose any Notified Information or Derived Data through any application programming interface (API); or
- permit any third party to do any of the foregoing.
Customer shall not use, and shall not permit any Authorized User or other person to use, any Notified Information or Derived Data:
- with any data mining, text mining, or automated trend-analysis software or application, except for Customer's own internal analytical tools used solely for Customer's internal business purposes;
- for any resale, redistribution, external commercialization, or standalone analytics offering;
- for the development, testing, training, or improvement of any database, product, or service that competes with Notified's services; or
- in a manner that enables access, retrieval, or display by bots, scripts, crawlers, or other automated applications.
For clarity, any access to or display of Notified Information or Derived Data through the Services must be for direct use by human users, and not by automated applications.
Customer acknowledges and agrees that Archetype may share with Notified for reporting, compliance, and audit-related purposes:
- this Exhibit or the Agreement terms applicable to Notified Information and Derived Data; and
- Customer's and its Authorized Users' relevant registration and account information.
Notified Information and Derived Data are made available to Customer on a limited-access basis under the Agreement. No ownership rights are transferred to Customer by virtue of this Agreement. Customer receives only the limited rights expressly granted under the Agreement.
Customer acknowledges that Notified Information is made available on an "as is" and "as available" basis without warranties, conditions or representations of any kind.
To the maximum extent permitted by applicable law:
- Archetype and Notified make no warranties, conditions, or representations regarding the accuracy, timeliness, completeness, adequacy, merchantability, fitness for a particular purpose, or availability of Notified Information and will not be liable to Customer or any third party for the same;
- Archetype and Notified are not responsible for any actual or alleged inaccuracy, untimeliness, incompleteness, or unavailability of Notified Information; and
- Notified Information and Derived Data do not constitute legal, tax, investment, or other professional advice, recommendation, representation, endorsement or arrangement, and none of the same should be relied upon by any person for any reason, including, without limitation, in connection with any investment decision.
If there is any conflict between this Exhibit and the Agreement, this Exhibit controls solely with respect to Notified Information and Derived Data.
Sections 3-8 of this section of the Exhibit survive any expiration or termination of the Agreement to the extent necessary to enforce their terms.
This Section applies to Customer's access to and use of certain LexisNexis content made available through the Services.
For purposes of this Section:
"Content" means content made available by LexisNexis, a division of RELX Inc. ("LexisNexis") through the Services for media monitoring and evaluation purposes only.
"Derivatives" means any content, work, or creation that is based on, adapted from, or otherwise derived from Content, whether alone or in combination with other content, and whether created by a human or a machine, in each case as permitted under the Agreement.
"Web Materials" means materials retrieved from third-party websites by and through the Services.
"Licensor Terms" means the supplemental terms imposed by LexisNexis third-party licensors, as updated from time to time and incorporated by reference into the applicable LexisNexis terms set out at https://www.lexisnexis.com/en-us/terms/supplemental.page, which includes the terms required by LexisNexis's third party licensors.
Customer acknowledges and agrees that:
- Customer's use of the Content is subject to the General Terms and Conditions for Use of the LexisNexis Services, as updated from time to time, available from LexisNexis online at www.lexisnexis.com/terms/general (the "General Terms").
- The General Terms constitute a separate binding agreement between LexisNexis and Customer.
- LexisNexis may assert and enforce this Exhibit, including the General Terms as incorporated into Customer's use of the Content, directly on its own behalf.
- LexisNexis' consent to this Addendum is evidenced by providing Customer with the means to access the Content.
Customer may access and use the Content and any permitted Derivatives solely for media monitoring and evaluation purposes and only as permitted under the Agreement, this Exhibit, the General Terms, and any applicable Licensor Terms.
Customer acknowledges and agrees as follows with respect to Web Materials:
- LexisNexis disclaims all liability relating to Customer's access to and use of Web Materials through the Services.
- LexisNexis has not entered into a licensing agreement or linking agreement with the owners of the websites that provide Web Materials.
- LexisNexis makes no representation that it has the right to sublicense access to Web Materials to Customer.
- Customer's use of Web Materials, including any distribution or redistribution of Web Materials, is at Customer's sole risk.
- Customer will indemnify, defend, and hold harmless LexisNexis, its affiliates, and its and their employees, officers, and directors from and against any third-party claim, and any resulting loss or damage, arising out of or relating to Customer's use of Web Materials.
Customer acknowledges and agrees that:
- LexisNexis and Archetype are independent entities.
- Neither LexisNexis nor Archetype is acting on behalf of the other, and neither has authority to bind the other.
- LexisNexis is not responsible for Archetype's actions, operations, business, or any errors or omissions introduced by Archetype into the Content.
- Customer will not make any claim or bring any action against LexisNexis arising from or relating to Archetype's actions, activities, negligence, operations, or business.
Upon termination or expiration of the Agreement or Customer's access to the applicable Content:
- Customer must immediately stop all use of the Content and Derivatives, except to the extent continued retention is expressly permitted under the Agreement.
- Within 30 days, Customer must purge all Content and Derivatives within its control, except that Customer may retain Content or Derivatives only to the extent required for legal or regulatory compliance or as otherwise expressly permitted under the Agreement.
- Customer must provide written certification of compliance with these obligations if requested by Archetype or LexisNexis.
Customer acknowledges and agrees that:
- The Content is licensed in large part from third parties whose terms LexisNexis is required to pass through without amendment and who may withdraw their content outside of LexisNexis's control.
- The applicable Licensor Terms are incorporated into Customer's use of the Content by reference.
- LexisNexis may, from time to time, expand, withdraw, replace, restrict, add, or remove Content or sources, including where required by third-party licensors or applicable law.
- Customer will comply with any applicable Licensor Terms and any content-specific restrictions identified by LexisNexis or Archetype.
Some Content may be subject to specific limitations on where, by whom, or how it may be used, including restrictions based on:
- industry,
- market or customer type,
- geography,
- generative AI use,
- private model training, or
- a requirement for a separate or parallel license from a rights organization or other third party (such as NLA, CLA, CFC or other rights agencies).
Customer must comply with all such restrictions. Where LexisNexis or Archetype identifies Content that is subject to additional restrictions or licensing requirements, Customer must honor those restrictions as a condition of access and use.
Customer shall ensure that:
- all Authorized Users are individuals;
- no access credentials are shared in a manner inconsistent with the Agreement;
- no access occurs by mechanical, programmatic, robotic, scripted, or other automated means, unless expressly permitted in writing; and
- multiple users do not share access to the Content through a VPN or similar technology.
Unless expressly permitted under the Agreement:
- Customer may not provide Content or Derivatives to anyone other than its properly authorized individual users;
- Customer may not use Derivatives as a substitute for or replacement of the underlying Content;
- Customer may not remove or obscure copyright notices or other proprietary notices in the Content; and
- Customer may not use the Content in any manner that exceeds the rights granted under the Agreement, the General Terms, or any applicable Licensor Terms.
Customer is responsible for its Authorized Users' compliance with this Exhibit and must ensure that its Authorized Users understand and comply with all restrictions applicable to the Content and Derivatives.
If there is a conflict between this Exhibit and any broader Customer use right in the Agreement, this Exhibit controls solely with respect to Content, Derivatives, and Web Materials made available through LexisNexis.
Sections of this Exhibit that by their nature should survive termination or expiry, including restrictions, disclaimers, indemnification, purge obligations, and enforcement rights, will survive in accordance with their terms.
