General Terms and Conditions
Version: May, 2018
These terms and conditions (the General Terms and Conditions) apply to Mynewsdesk AB’s (Mynewsdesk) corporate registration number 556634-1276, at the address Rosenlundsgatan 40, 118 53 Stockholm, provision of services, (the Services) (as defined in the Order Form) to Customer and state the conditions under which the Services may be used to upload, send, publish, share or in any other way transfer information and material, including but not limited to images, films, texts and music (the Content). The General Terms and Conditions represent together with a signed order form (the Order Form) the valid agreement (the Main Agreement) between the parties during the Paid Subscription Period and the Free subscription period (as defined below) . What is stated in the Order Form takes precedence over what is stated in the General Terms and Conditions if the content of the documents should differ. By signing an Order Form, or by accepting these General Terms and Conditions upon a sign up procedure, or in any other way, you hereby confirm that you are authorized to bind the Customer through such execution.
1. The Services
The Services means the at all times current version of the web services, associated software, and other services related thereto provided to the Customer by Mynewsdesk in accordance with the Main Agreement. The Services are offered as a Software as a Service with the characteristics and features as described at www.mynewsdesk.com. In addition, the Services may include additional services and add-ons, including professional services, third party software and services, as agreed between the Customer and Mynewsdesk. If third party services are ordered through the Services, Customer may be obliged to accept such third party terms and conditions in order to get access to such services.
Agreed professional services will be defined in the Order Form.
Mynewsdesk is constantly working to develop and improve the Services. Mynewsdesk reserves the right to implement new versions, upgrades and packaging of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice. Customer will be informed in advance should Mynewsdesk assess the changes to be of essential importance for Customer.
2. Access to the Services, Passwords etc
Mynewsdesk safeguards the Services and it is important that they can be used securely and safely.
The Customer shall ensure that user identities and passwords for accessing the Services are stored and used in a secure manner and cannot be accessed and thereby used by not authorised third parties. The Customer shall be liable for any unauthorised use of the Services.
Where it is suspected that any unauthorised person has become aware of a user identity and/or password, the Customer shall immediately inform Mynewsdesk thereof and also change such user identity and/or password.
Mynewsdesk reserves the right to close Customer’s access to the Services at any time if Mynewsdesk considers that Customer is in breach of the Main Agreement or that there is a security risk at hand.
3. Use of the Services
The Services may only be used by Customers being legal entities and organisations, not by consumers, and in accordance with the Main Agreement and security and administrative instructions sent to Customer from time to time, such as information via the Services, direct messages to Customer or via www.mynewsdesk.com. The Customer shall be responsible for the activities conducted by the Customer (its employees, consultants, directors, agent or any other authorised by Customer) within the Services and shall use the Services in compliance with all applicable laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer shall be the sole responsibility of the Customer.
Customer shall use the Services solely for its internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, allow a “bot” or other not approved automated process to interact with the Services; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks. Customer shall not (i) modify, copy or create derivative works based on the Services or (ii) disassemble, reverse engineer, or decompile the Services.
4. Customer Content
It is of outmost importance that the rights of others are respected in the use of the Services. All Content uploaded to, transferred through, published, processed or entered into the Services by the Customer shall be the sole responsibility of the Customer. This shall also in all aspects be applicable for Content produced by Mynewsdesk as part of agreed provided professional services to Customer. The Customer shall be responsible for monitoring its Content and shall be liable vis-à-vis Mynewsdesk for ensuring that Content published by the Customer does not infringe any third party rights nor in any other manner violates the Main Agreement, Mynewsdesk’s instructions and applicable law, and that the Content otherwise is appropriate. The Customer must therefore analyse and critically assess its obligations before publishing Content via the Services.
Among other things, this means that Customer must ensure that it does not, through Customer’s Content:
- commit a criminal act;
- slander, defame, persecute, discriminate against (with regard to e.g. race, skin colour, nationality or ethnic origin, religious belief or sexual orientation, disability or illness), threaten or in any other way violate or attack another person or his or her rights;
- distribute material that is inappropriate, vulgar, offensive, dishonest, unsuitable, racist, pornographic or sexist;
- send, or allow to be sent, unordered advertising such as spam or otherwise use the Services to transfer or publish Content that mainly consists of concrete commercial offers, e.g. advertisements, click through offers and price lists or similar;
- copy, sell, disseminate, publish or use Mynewsdesk’s or any of Mynewsdesk’s other customer’s or users’ Content or other material (if you have not obtained express consent for this);
- claim to be anyone else or in any other way give a false description of Customer’s connection with another person or organisation;
- make available such material that Customer does not have the right to publish according to law or because of an agreement or obligation of loyalty (such as trade secrets, insider information or confidential information);
- breach any applicable data protection legislation; or
- infringe, assist in infringing, or enable others to infringe, any patent, trademark, trade secret, copyright, neighbouring rights, registered or unregistered design protection or other intellectual property rights.
Customer must also ensure that it has adequate rights to publish the Content via the Services, and by publishing the Content Customer guarantees to have such rights. Customer is obliged to:
- have received all necessary consents from relevant third parties, or ensure that there is another legal ground for the processing, so that the processing, including publishing of Content via the Services does not infringe anyone else’s rights;
- ensure that there is a legal ground for the publishing from all persons who are visible in images or in films uploaded, to the extent required by law;
- state the photographer when Customer publishes photographs; and
- state sources or those who have created the various parts of the Content (originators) when the Content is published.
Mynewsdesk may at its sole discretion, at any time and without prior notice thereof to Customer, delete, partially or in whole, published Content if Mynewsdesk assess it to be in breach of the Main Agreement. Mynewsdesk shall inform Customer about the deletion and the reason for it.
5. Mynewsdesk’s use of Customer Content
In order for Mynewsdesk to provide the Services, Customer hereby gives Mynewsdesk a non-exclusive, free of charge, global and otherwise unrestricted right to, for this purpose, process, use, publish, copy and make available Content, directly or indirectly, to the general public as long as the Content is available to Mynewsdesk.
6. Processing of personal data
The effect of the Main Agreement and the Customer’s use of the Services will include certain processing of personal data. The parties will take on different roles and responsibilities with regard to the processing of such personal data. The parties hereby agree, in order to ensure a prudent and correct processing of personal data in relation to applicable data protection legislation, including the Swedish Data Protection Act (Sw. lag (2018:218) med kompletterande bestämmelser till EU:s dataskyddsförordning) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”), that the attached Data Protection Terms, including Data Processing Agreement shall form an integrated and binding part of these General Terms and Conditions and the Main Agreement. In the event of any conflict between these General Terms and Conditions, the Data Protection Terms/Data Processing Agreement shall prevail.
7. Media Monitoring Services
If media monitoring services are included in the Services under the Main Agreement, then the following shall also apply:
- Customer may only use the Articles (Article being text, image or video material published on websites, social medias or printed as a physical copy) provided within the media monitoring service for its internal use. Articles, or parts thereof, may not be published or in any way disclosed to a third party. This includes, but is not limited to, linking to the Article or using them for marketing purposes.
- If applicable law permits Customer to store the material reported in the Article electronically for Customer’s internal use, Customer may only do so for a maximum of 30 days, including all links to and copies of it. Customer is not entitled to create databases, collections, or archives with such material. Upon termination of the Paid Subscription Period all material in media monitoring shall be deleted without delay.
- If applicable law permits Customer to use the material reported in the Article, Customer agrees to, in accordance with good practice, cite the source, author, and title to the material when Customer uses it. Furthermore, Customer agrees to be responsible for the material not being used in any way or in any context that violates the author’s moral rights, including in relation to literary or artistic reputation or character.
Mynewsdesk reserves the right to limit the number of Articles generated to the Customer.
8. The comments field in Customer’s newsroom
If comments field is activated, the Customer is solely responsible for ensuring that what is published in the comments field does not contain anything that contravenes Section 4 above. This includes Customer’s obligation to ensure that personal data is not handled in the comments field in a way that contravenes applicable data protection legislation or any other applicable law, which means among other things that Customer:
- must not publish defamatory personal data or information;
- must review publications regularly so as to discover any defamatory personal data or information; and
- must quickly remove any defamatory personal data or information.
Mynewsdesk may at its sole discretion, at any time and without prior notice thereof, delete any publications in Customer’s comments field that Mynewsdesk assesses to be in breach of the Main Agreement.
9. Accessibility and security
Mynewsdesk undertakes, in its sole discretion, to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven (7) days a week. Mynewsdesk shall be entitled to take measures that affect the aforementioned accessibility where Mynewsdesk deems such to be necessary for technical, maintenance, operational, or security reasons. Customer is aware and accept that maintenance, upgrades, bugs and other planned or unplanned causes or circumstances can lead to interruptions or faults in the Services. Customer can access status.mynewsdesk.com to get information on the current operational status of the Services. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Mynewsdesk shall never be liable for deficiencies in the Customer’s own Internet connections or equipment. Mynewsdesk shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. Mynewsdesk’s security measures are set forth in the Security Policy as applicable from time to time, which is available on this link.
10. Support service
Should any questions arise about the use of the Services, Mynewsdesk provides customer support services. Contact information and opening hours of the support service may be found on Mynewsdesk’s website.
11. Term and termination
The Services, as set out in the Order Form, are available between the dates of subscription start and subscription end as stated in the Order Form (the Paid Subscription Period). The Main Agreement is valid during the Paid Subscription Period. Upon expiration of the Paid Subscription Period, the Paid Subscription and the Main Agreement will be automatically renewed with successive renewal terms at Mynewsdesk then current terms and conditions (the Renewal Period). If neither party has terminated the Paid Subscription in writing no later than 90 calendar days prior to the Paid Subscription Period ends (or the expiry of the subsequently extended Renewal Periods), the duration of the Paid Subscription Period and the Main Agreement is extended by the same length of time as the Paid Subscription Period.
If no date is stated for subscription end in the Order Form or in an online sign-up form, the Services are available for one (1) month from the date of subscription start and the Main Agreement will then apply during this period.
After the Paid Subscription Period or a cost free trial period has ended, the Services are automatically downgraded to the subscription type “Free”. The Main Agreement is valid during the Free subscription period. The Main Agreement can under a Free subscription period be terminated by either party subject to written notice or, when available, by use of an online module.
Mynewsdesk may always, with immediate effect, terminate the Main Agreement earlier than what is stated above if Customer
- significantly or repeatedly fails in obligations under the Main Agreement and do not take action to correct this within 30 days of receipt of a written request to do so from Mynewsdesk, or
- enters into bankruptcy, enters into a deed of arrangement, suspends payments, is the subject of a company reconstruction or in any other way may be at risk of becoming insolvent.
12. Limited Warranty and Complaints
Mynewsdesk warrants to the Customer that the Services will perform substantially and materially in accordance with what is presented on Mynewsdesk’s website, under normal use and circumstances, and for the purpose intended. This warrant does not apply under any trial period or Free subscriptions. Except for the express warranties set forth above and to the extent permitted by law, Mynewsdesk disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure or free of software errors.
If the Services do not fulfil what Mynewsdesk has guaranteed, Customer may send a complaint to Mynewsdesk, requesting a reasonable reduction of charged fees for the defective period. Such complaint must include a description of what it is in the Services that Customer finds defective. Such complain must be submitted to Mynewsdesk no later than six (6) months after Customer discovered (or ought to have discovered) the defect.
13. Limitation of liability etc.
Except for any legal responsibility that Mynewsdesk cannot exclude in law (such as mandatory product liability, personal injury or death), Mynewsdesk is not liable for loss of income, profits and savings, loss of contracts, loss of production, loss of goodwill, loss of data or other information, claims by third parties, consequential loss or any other indirect loss. For the avoidance of doubt, Mynewsdesk is not liable for damages related to, if applicable, Customer’s obligations to communicate investor related information due to applicable securities laws and stock exchange rules. Further, Mynewsdesk’s aggregate liability in any one calendar year shall not exceed the sum that Customer has paid Mynewsdesk during the same calendar year.
Mynewsdesk is not liable for the permanent and uninterrupted availability of the Services or any other loss or outcome arising from any of the situations, including lack of accessibility and security, interruptions, risks and faults, referenced in Section 9.
With regards to content, material or any third party services, Mynewsdesk does not guarantee that any content, material or service that is provided by third parties is correct, reliable, complete, accessible or lawful and Mynewsdesk is not liable for any damage or loss related to defects in such content, material or service.
The Customer shall defend and indemnify Mynewsdesk for any claim, suit or proceeding brought against Mynewsdesk by any third party arising out of or connected to Customer’s use of the Services including claims related to Content published by the Customer within the Services.
14. Prices and payment
The Customer shall pay compensation for the Services in accordance with the fees set out in the Order Form or otherwise agreed. Notwithstanding the above, Mynewsdesk may for each Renewal Period increase its fees with not more than five (5) per cent unless Customer is provided with a notice of new pricing not less than 120 days prior the applicable Renewal Period. Payment shall, if not otherwise stated in the Order Form, be made in advance, against Mynewsdesk’s invoice or, if applicable, through use of a credit card. Payment must reach Mynewsdesk in full within stipulated payment term set out in the Order Form. If Customer should pay Mynewsdesk’s invoice late or fails to pay at all, Mynewsdesk may charge interest for late payment with an interest rate of eight (8) percent per annum, as well as reminder charges and compensation for any debt recovery costs, in addition to any other remedies Mynewsdesk may have.
The Customer undertakes to make payment of invoices, in the currency stated on the invoice, to the account stated on the invoice.
Without prejudice to its other rights, Mynewsdesk may temporarily disable the Customer’s access to the Services in the event the Customer has overdue payments in excess of twenty (20) days. In addition, Mynewsdesk may terminate the Main Agreement, delete and destroy the Customer’s Content in the event of overdue payments in excess of forty (40) days.
In the event of early termination of the Main Agreement due to Customer’s breach the Customer shall not be entitled to a refund of any prepaid fees.
15. Force Majeure
Neither party is responsible for faults or delay in the fulfilment of undertakings according to the Main Agreement if such faults or delays are caused by reasons or circumstances that cannot be controlled including, but not limited to, interruption or fault in the Internet or network, telecommunications, electricity supply or other infrastructure, general labour conflicts, war, fire, lightning strike, terrorist attack, DDoS attacks or similar attacks attempting to disrupt normal data traffic, changes in the regulations of the authorities or faults or delays in services from sub-contractors because of any of these circumstances.
16. Intellectual Property Rights
All intellectual property rights relating to Mynewsdesk, Mynewsdesk’s Services, website and other related services, such as patents, design patents, design and pattern rights, copyright, neighbouring rights, moral rights, trade secrets and know-how, rights to databases, trademarks, company names, rights according to marketing legislation and all other intellectual property rights, in all cases regardless of whether registered or registrable, and all applications for registration of any of the above-named rights as well as the right to apply for these, and all rights and forms of protection of a similar character or that have a similar effect as these anywhere in the world, are and remain Mynewsdesk’s or Mynewsdesk’s licence providers’ property. Use of the Services does not in any way represent a transfer or assignment of such intellectual property rights to Customer.
All Customer Content published through the Services by the Customer shall remain the sole property of the Customer or its respective legal owner. Any rights to Content produced by Mynewsdesk on behalf of the Customer as part of provided professional services shall also vest in Customer.
Both parties undertake to treat information that may be considered to be the other party’s business or trade secret (regardless of whether it is verbal, in writing, electronic or in some other form) as confidential, unless the party providing the information gives express written consent otherwise. This means that neither party may divulge such information to a third party or use such information for any purpose other than the fulfilment or implementation of the Main Agreement. Both parties must also ensure that any employees, agents or others that such information is revealed to follow this undertaking. This obligation of confidentiality applies for two (2) years after the Main Agreement has been terminated. The obligation of confidentiality does not however apply to information that is generally known or that a party can demonstrate that the party was aware of by some other means than through the Main Agreement. Neither does the obligation of confidentiality apply when a party is obliged to provide the information in accordance with law, regulations or the decisions of the authorities.
Customer can contact Mynewsdesk by post to Mynewsdesk AB, Rosenlundsgatan 40, 118 53 Stockholm, or by e-mail to [email protected]
When Mynewsdesk needs to contact Customer, Mynewsdesk will use the postal address or e-mail address that Customer has provided in the Order Form. Customer is required to make sure that such contact information is updated.
19. Changes to the Terms and Conditions and the Main Agreement
Mynewsdesk may change the General Terms and Conditions. The Customer shall be informed of such changes by e-mail, or through information being made available within the Services or on Mynewsdesk’s web site. Any changes come into force one (1) month after Mynewsdesk has, as set out above, informed Customer thereof.
20. Transfer of the Services
The Main Agreement is valid between the parties and may not be assigned or transferred unless agreed in writing. However, Mynewsdesk may, in full or in part, transfer the provision of the Services to another company in the same group as Mynewsdesk. All rights and obligations that apply between Customer and Mynewsdesk will then instead apply between the Customer and the company that takes over the Services.
21. Applicable law and disputes
The Main Agreement and the relationship between Customer you and Mynewsdesk will, unless otherwise stipulated in mandatory applicable law, be interpreted and applied in accordance with Swedish law (although with the exception of such international civil law provisions that involve the application of the law in any other jurisdiction). Disputes arising from the Main Agreement or the relationship between the parties will, unless otherwise stipulated in mandatory applicable law, be decided by the general courts, with Stockholm District Court as the first instance.