SBWire SERVICE Agreement
PLEASE REVIEW THIS DOCUMENT CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS
1) Description of the Service
SBWIRE provides MEMBERS with access to online public relations tools, services and resources, including but not limited to, press release listings, press release distribution, online newsroom site hosting, public relations related social networking and messaging, company profile, group profile and MEMBER profile management. MEMBER also understands that the SERVICE may include certain communications from SBWIRE such as product announcements, product feedback requests, and special pricing offers and that these communications are considered part of the SERVICE. Unless explicitly stated otherwise, any new features that augment or enhance the SERVICE shall be subject to this AGREEMENT. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). you must provide and are responsible for all equipment necessary to access the SERVICE.
2) Representations and Warranties
MEMBER agrees that they are solely responsible for the accuracy and authenticity of the content submitted to the SERVICE. MEMBERS represent and warrant to SBWIRE that a) they are legally authorized to submit content to the SERVICE, b) the content submitted is factually and legally accurate, c) content submitted is not defamatory, libelous or otherwise illegal, d) content submitted is not confidential and may be distributed and e) content submitted does not violate state, federal or common law copyright, trademark and service marks or any other intellectual property rights of any party. NO WARRANTY IS MADE BY SBWIRE REGARDING SERVICES PROVIDED BY SBWIRE OR SBWIRE'S AFFILIATES. SBWIRE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE AVAILABILITY AND ACCURACY OF CONTENT AND ANY WARRANTIES AGAINST NON-INFRINGEMENT.
3) Grant of License
MEMBERS hereby grants SBWIRE a non-exclusive, royalty-free, sub-licensable, transferable, and assignable license to store, display, reproduce, and distribute content submitted to the SERVICE. MEMBERS also grants SBWIRE the right to use their name and logo for SBWIRE's marketing efforts. MEMBERS may requests in writing that SBWIRE does not use their name and logo in SBWIRE's marketing efforts..
4) Right to Refuse
SBWIRE reserves the right to refuse distribution of any content submitted by MEMBERS for any reason.
5) CONTENT POLICY
MEMBER agrees to adhere to all editorial guidelines posted by SBWIRE on the WEBSITE as a condition for using the SERVICE. Editorial Guidelines may be updated at any time without notice.
6) Account Access
MEMBER agrees to provide full and accurate information, including MEMBER's full name, a valid email address and other information requested during the sign-up process and the subscription creation process. MEMBER agrees to keep their email address updated in the SERVICE at all times. If MEMBER's email address is found to be invalid, SBWIRE will suspend MEMBER's account until such time as MEMBER provides an valid email address to SBWIRE. MEMBER understands that their account may only be used by one person - a single account shared by multiple MEMBERS is not permitted. MEMBER is responsible for maintaining the security of their account's login user name and password. SBWIRE cannot and will not be liable for any loss or damage from MEMBER'S failure to comply with this security obligation.
7) Unauthorized Users
You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
8) Age Requirements
The SERVICE is intended for adults and we will not knowingly collect personal information from children under 13 years of age. MEMBER must be at least thirteen (13) years of age. To purchase PAID SERVICES or subscribe to PAID SUBSCRIPTIONS, MEMBER must be at least eighteen (18) years of age.
9) API (Application Programming Interfaces) Services
SBWIRE may, at its sole discretion, provide MEMBER or SUBSCRIBER with access to certain application programming interfaces ("API") that interact with SBWIRE's proprietary data. SBWIRE reserves the right to add additional terms that may govern individual API services. Access to API services may be suspended or terminated by SBWIRE at any time for any reason, with or without cause. If your access to an API service is terminated, you shall not be entitled to a refund of any kind. In order to access any API service, you must apply for an secret access token. You agree to not share your secret access token with anyone. You are responsible for any and all API requests made with your secret access token, whether you authorized them or not. Data provided by our API services shall remains the property of SBWIRE. If you publicly display data from an API service, you must comply with any link or attribution guidelines set forth on the API service web page or in the API service documentation which may be changed from time to time.
10) Pre-release Services
From time to time, SBWIRE may add new features to the SERVICE described as "alpha" or "beta" ("PRE-RELEASE FEATURES"). MEMBER acknowledges that PRE-RELEASE FEATURES may be untested, non-functional, and/or partly functional features of the SERVICE. If MEMBER elects to use PRE-RELEASE FEATURES they agree to do so at their own risk. Notwithstanding anything else in this AGREEMENT to the contrary, SBWIRE does not warrant that PRE-RELEASE FEATURES will be provided with due care. MEMBER may not rely on PRE-RELEASE FEATURES for any purpose whatsoever. PRE-RELEASE FEATURES may harm and/or interrupt the regular operations of your software and/or hardware. PRE-RELEASE FEATURES will be considered part of the SERVICE and all provisions of this AGREEMENT relating to the SERVICE will apply to PRE-RELEASE FEATURES.
11) Paid Services
SBWIRE offers paid non-subscription services ("PAID SERVICES"), such as press release distribution, on a one-time basis. PAID SERVICES are offered on a pre-paid basis only. MEMBER agrees to pay all applicable fees associated with PAID SERVICES plus all related taxes prior to services being provided. All fees and charges for PAID SERVICES are nonrefundable.
12) Paid Subscription
Membership to the SERVICE is provided at no cost. As a MEMBER, you will have the ability to use some, but not all, of the features of the SERVICE. In order to gain access to additional features of the SERVICE ("PAID SUBSCRIPTIONS"), you must become a paying SUBSCRIBER. A description of the current subscription plans and their prices is avaialbe on the account upgrade page ("SUBSCRIPTION FEATURES").
SUBSCRIPTION FEATURES that are disclosed to you during the PAID SUBSCRIPTION ordering process are deemed part of this AGREEMENT. SBWIRE may change the SUBSCRIPTION FEATURES from time to time without notice.
For the purpose of this agreement the term MEMBERS includes all SUBSCRIBERS regardless of renewal term or price level, unless where its usage indicates otherwise.
12.1) Paid Subscription Fees
SUBSCRIBER agrees to pay SBWIRE the subscription fee ("SUBSCRIPTION FEE") specified on the account upgrade page at the beginning of the subscription Period ("SUBSCRIPTION PERIOD"). The SUBSCRIPTION PERIOD is each month unless otherwise agreed upon between MEMBER and SBWIRE. SUBSCRIPTION FEE are payable in United States dollars (including, if any, all applicable taxes).
SUBSCRIBER will provide SBWIRE with valid credit card information to be used for the SERVICE. SBWIE uses a valid SSL certificate that prohibits SUBSCRIBERS credit card information from being intercepted. SUBSCRIBER'S complete billing information is not stored on SBWIRE's servers. SUBSCRIBERS complete billing information is stored securely on SBWIRE'S payment gateway provder's servers.
SUBSCRIBER understands that they are entitled to access to PAID SUBSCRIPTIONS services only during the SUBSCRIPTION PERIOD.
SUBSCRIBER agrees that SBWIRE will automatically renew their PAID SUBSCRIPTIONS services at the end of the SUBSCRIPTION PERIOD until such time as the SUBSCRIBER cancels PAID SUBSCRIPTIONS. SUBSCRIBER will not receive notice of automatic renewals.
All PAID SUBSCRIPTIONS plans use recurring billing. SUBSCRIBER will be automatically charged the SUBSCRIPTION FEE for the subsequent month unless SUBSCRIBER cancels PAID SUBSCRIPTIONS before the start of the new SUBSCRIPTION PERIOD. By entering into this AGREEMENT, SUBSCRIBER accepts responsibility for all recurring charges prior to cancellation. SBWIRE MAY SUBMIT PERIODIC CHARGES RELATED TO SUBSCRIBER'S PAID SUBSCRIPTIONS WITHOUT FURTHER AUTHORIZATION FROM SUBSCRIBER, UNTIL SUBSCRIBER CANCELS THEIR PAID SUBSCRIPTIONS. SUBSCRIBERS NOTICE OF CANCELLATION WILL NOT AFFECT CHARGES SUBMITTED BEFOE SBWIRE REASONABLY COULD ACT.
If SUBSCRIBER'S credit card is no longer valid or has expired, SBWIRE will terminate the PAID SUBSCRIPTIONS before the start of the subsequent SUBSCRIPTION PERIOD.
If SUBSCRIBER elects to cancel their PAID SUBSCRIPTIONS during the SUBSCRIPTION PERIOD, SUBSCRIBER will not receive a refund on the SUBSCRIPTION FEE previously paid to SBWIRE.
12.2) Paid Subscription Price Changes
SBWIRE reserves the right to adjust the price of PAID SUBSCRIPTIONS services at its sole discretion. If the pricing change is an increase from the current SUBSCRIPTION FEE, SBWIRE will provide SUBSCRIBER with notice 45 days prior to the increase. The notice will be sent to the email address associated with the SUBSCRIBER'S account.
12.3) Paid Subscription Cancellation
SUBSCRIBER is solely responsible for properly canceling their PAID SUBSCRIPTIONS. SUBSCRIBER may cancel their PAID SUBSCRIPTIONS at any time by visiting the SBWire account manager (a valid account login will be required). Email requests to cancel SUBSCRIBER'S PAID SUBSCRIPTIONS are not considered valid. MEMBER should not assume their PAID SUBSCRIPTIONS has been canceled by sending an email to SBWIRE. MEMBER should confirm the cancellation of PAID SUBSCRIPTIONS by visiting the SBWire account manager.
After successfully cancelling their account, SUBSCRIBER may still access their PAID SUBSCRIPTIONS until the end of the current SUBSCRIPTION PERIOD. SUBSCRIBERS will not be eligible for a prorated refund for any portion of the SUBSCRIPTION FEE paid for the then current SUBSCRIPTION PERIOD.
13) SBWire CreditsSBWIRE offers discounted pre-paid service credits, called SBWire Credits ("SBWIRE CREDITS"). MEMBER may purchase SBWIRE CREDITS to be banked for future redemption for PAID SERVICES or PAID SUBSCRIPTIONS. SBWIRE CREDITS are offered in packages of 5, 10, 25, 50 and 100 credits. PAID SERVICES or PAID SUBSCRIPTIONS may cost one or more SBWIRE CREDITS. Some PAID SERVICES or PAID SUBSCRIPTIONS may not be purchasable with SBWIRE CREDITS. SBWIRE CREDITS are nonrefundable and cannot redeemable for cash. SBWIRE CREDITS are void where prohibited or restricted by law.
13.1) SBWire Credit TransfersMEMBER may choose to transfer purchased SBWIRE CREDITS to other MEMBERS. Transfered SBWIRE CREDITS are nonrefundable.
MEMBERS will pay all accounts past due, that have not been disputed specifically in writing and in reasonable good faith, an interest charge of one and one-half percent (1.5%) per month computed from the due date of each payment, or the maximum rate permitted by law. MEMBER will be liable for attorneys' fees and collection costs arising from SBWIRE�s efforts to collect unpaid balances.
15) Member DisputesMEMBER agrees to be solely responsible for any interactions with other MEMBERS. SBWIRE reserves the right, but has no obligation, to monitor disputes between MEMBER and other MEMBERS.
16) Copyright Abuse
SBWIRE will respond expeditiously to notices of claimed copyright infringement and, at SBWIRE's sole discretion, may terminate MEMBER's accounts who are "repeat infringers". Pursuant to the Digital Millennium Copyright Act, we respond to notices of copyright infringement if they conform with the requirements of 17 USC 512(c) by including the following information:
a) The signature of a person authorized to act on behalf of the owner of the infringed copyright; b) Identification of the copyrighted work or works claimed to have been infringed; c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed; d) Information reasonably sufficient to permit SBWIRE to contact the person authorized to act on behalf of the owner of the infringed copyright (example, the address, telephone number, or email address); e) A statement that the person authorized to act on behalf of the owner of the infringed copyright have a good faith belief that use of the material is not authorized by the copyright owner; and f) A statement signed under penalty of perjury, that information in the complaint is accurate and that the complaining party is authorized to act on behalf of the copyright owner.
Notices must be sent to SBWIRE, 201 W Walnut, Suite 105, Green Bay, WI 54303 or via email to firstname.lastname@example.org.
If in the event a claim, action or other legal proceeding is brought against SBWIRE due to SBWIRE's distribution of content submitted by MEMBER, or due to any breach of this AGREEMENT by MEMBER, including inaccuracy of any warranty or representation made by MEMBER, MEMBER shall indemnify, defend, and hold SBWIRE, DRJ Ventures LLC, SBWIRE's affiliates, and employees harmless in connection with any and all costs, expenses losses and liabilities as a result proceedings including but not limited to attorneys' fees, costs and expenses.
18) Limitation of Liabilities
Any liability of SBWIRE, SBWIRE's affiliates or employees, for the failure of any 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, tortious behavior, negligence, or under any other cause or action, shall be strictly limited to a return of any amount paid by or on behalf of the MEMBER to SBWIRE. IN NO EVENT SHALL SBWIRE, SBWIRE's AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, LOST PROFITS, OR LOSS OF DATA).
19) Electronic Form
By becoming a MEMBER, you consent to have this AGREEMENT provided to you in electronic form. In order to access and retain this electronic AGREEMENT, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must have all the equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this AGREEMENT, you may save it to into any word processing program. You have a right to a paper copy of this AGREEMENT. If you would like a paper copy, please email email@example.com. If you request a paper copy of the AGREEMENT, your account will be suspended until you return a signed copy of the paper agreement to SBWIRE.
MEMBER agrees that except as otherwise expressly provided in this AGREEMENT, Entities other than SBWIRE, that DRJ Ventures LLC owns a 50% or greater interest in are not parties, but intended third party beneficiaries of this AGREEMENT, with a right to enforce the AGREEMENT directly against MEMBER.
21) Assignment and Delegation
You may not assign or delegate any rights or obligations under the AGREEMENT. Any purported assignment and delegation shall be ineffective. SBWIRE may freely assign or delegate all rights and obligations under the AGREEMENT, fully or partially without notice to you. SBWIRE may also substitute, by way of unilateral novation, effective upon notice to you, DRJ Ventures, LLC for any third party that assumes our rights and obligations under this AGREEMENT.
The failure of SBWIRE to exercise or enforce any right or provision of this AGREEMENT shall not constitute a waiver of such right or provision.
If any provision of this AGREEMENT is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this AGREEMENT will not be affected in any way.
25) Entire Agreement
This AGREEMENT contains the entire agreement between MEMBER and SBWIRE regarding the use of the SERVICE, and supersedes all prior written and oral understandings and writings, and may only be amended upon notice by SBWIRE to MEMBER. Unless otherwise explicitly stated, the provisions of this AGREEMENT shall survive its terminations.
26) Jurisdiction, Venue, and Choice of Law
The parties agree that the exclusive location for purposes of Jurisdiction and Venue is a court of appropriate jurisdiction in the State of Wisconsin, County of Brown. In any such action, the parties agree that the law of the State of Wisconsin, County of Brown shall apply and shall govern the determination of the action.
Version 2.0 - Revised December, 2nd, 2010