Terms and Conditions (“Agreement”)

By entering the STARS Marketing (“Service”) site, you an individual or a single company or legal entity and the personnel associated with your business (collectively, “you” or “Customer”), confirm and acknowledge your agreement with and understanding of the following Terms and Conditions pertaining to the Service site including all material on it. If you do not agree to the Terms and Conditions, you agree not to use or access the Service site nor are you authorized to do so.

Customer represents and warrants that it has full power and authority to enter into this Agreement, and that this Agreement is a binding and enforceable obligation of Customer. If you are agreeing to these Terms and Conditions on behalf of a company or other legal entity, you represent that you have the authority to contractually bind such entity and its personnel.  Customer agrees that it is fully responsible for the use of the Service site by any of its associates, including but not limited to, employees, agents, officers directors or affiliates (each a “User”) and each such User’s compliance with this Agreement and any breach of this Agreement arising out of or relating to use of the Service site by User.

Customer recognizes that the relevant STARS Marketing Corporate Solutions contracting entity (as defined below, “Corporate Solutions”) is an organization engaged in the business of worldwide data transmission. The relevant Corporate Solutions entity is based on where Customer receives the Service as detailed in the table below:

License / terms of use / security

STARS Marketing Corporate Solutions shall provide the Service in consideration for Customer paying the fees applicable to the Service (“Service Fees”) and complying with the terms and conditions of this Agreement. By submitting material to the Service for distribution Customer grants Corporate Solutions the rights to reproduce, distribute, translate, reproduce, modify and create derivative works and/or excerpts of any such material for purposes of distributing the material as part of the Service. Corporate Solutions reserves the right to refuse to disseminate any information that reasonably appears to Corporate Solutions to be inappropriate (including but not limited to defamatory, obscene, false or misleading) or a violation of any law or regulation.

Customer shall use the Service in accordance with this Agreement and all applicable laws and regulations. Use of the Service indicates that Customer accepts the terms and conditions contained in this Agreement. If Customer does not accept the terms and conditions of this Agreement, Customer will not use the Service. Upon termination of this Agreement, Customer’s right to access or use the Service shall immediately terminate. Customer may not market, sell, distribute or otherwise provide the Service to any third party as a reseller or for other commercial purposes. Customer agrees not to use the Service for any other purposes, including, without limitation, to store, aggregate, reproduce or distribute information available on the Service in any manner or to compete directly or indirectly with Corporate Solutions; to interfere with or disrupt the operation of the Service or the networks or servers connected to the Service in any manner. Any unauthorized use of the Service may result in termination of all rights to use the Service and penalties to the full extent provided by law.

All content submitted by Customer must contain a clearly identifiable source, including a contact name and phone number. The source indicates the entity or individual that is responsible for the content and cannot be the name of an agency issuing news on behalf of the Customer.

Customer shall take reasonable security precautions to only permit access to its User and to prevent an unauthorized individual or entity from gaining access to the Service and shall comply with all reasonable Corporate Solutions security specifications or instructions in order to prevent the Service from being used or accessed in a manner that is not in accordance with the terms of this Agreement. Customer (and any third party for which Customer enables access to the Service), is specifically prohibited from reverse engineering, or performing dynamic or static scanning of, the Service and if Customer (or such third party) engages in any such prohibited act, it shall constitute a material breach of this Agreement. In addition, Corporate Solutions reserves the right to block IP addresses or malicious threats that may pose security threats to the hosted Service or related infrastructure on an as-needed basis and shall have no liability therefor.

Term

The terms of this Agreement shall apply to Customer’s use of the Service site effective upon Customer’s entering the Service site and shall remain in effect until the dissemination of the specified release(s).

Payment terms / default

Customer agrees that all invoices are payable upon receipt. Customer agrees to pay according to these terms.

If Customer’s Service account becomes delinquent, Customer acknowledges and agrees that Corporate Solutions may demand payment of the balance owed in full, with accrued interest according to applicable laws and late charges. In the event of a default on the balance owed, Customer agrees to pay all costs of collection, including attorneys fees and costs which are incurred by Corporate Solutions or its agents.

Intellectual property rights / third-party providers

As between Customer and Corporate Solutions, Customer retains all intellectual property rights in the data, information and materials provided by Customer to Corporate Solutions to perform the Service (the “Customer Data”).

Corporate Solutions retains all intellectual property rights in the Service except where such intellectual property is licensed to Corporate Solutions by a third-party provider. Customer acknowledges that all intellectual property rights, including trade secrets, in and to the Service belong to Corporate Solutions and/or its third-party providers, whether or not marked. Customer shall not share, transfer, disclose, copy, publish or create derivative works from the Service without Corporate Solutions’ prior written approval. Customer shall not modify any markings or any proprietary rights notices of Corporate Solutions or its third party service providers.

Service is comprised of data and/or functionality sourced from third-party providers. For such Service, Customer’s access, continued access and use of the Service are subject to additional terms required by such third-party providers. Such third-party terms shall be made available to Customer from time to time within the Service, directly by a third-party provider or by STARS Marketing Corporate Solutions  . By using the Service, Customer acknowledges and agrees that: (a) such third-party terms are legally binding on Customer and Customer shall comply with such third-party terms; (b) no third-party term shall expand Customer’s rights or Corporate Solutions’ obligations under this Agreement; (c) the various third-party terms that have been provided, are being provided contemporaneously herewith or will be provided hereafter from time to time, are provided on a per third-party provider basis, and Customer shall not be entitled to draw any inference by construing together the various third-party terms; and (d) each third-party provider shall be an express third-party beneficiary of this Agreement in respect of the third-party terms provided by such specific third-party provider and the other terms of this Agreement expressly applicable generally to all third-party providers. Third-party providers may require that Corporate Solutions suspend or terminate Customer’s access to data and/or functionality provided by that third-party provider if Customer fails to comply with the applicable third-party terms, and Customer acknowledges that Corporate Solutions shall have no liability in the event of such suspension or termination.

Warranties / indemnification

Customer warrants that it is solely responsible for the accuracy, originality and factual content of all materials submitted to Corporate Solutions for distribution. Customer warrants (1) that the material provided to STARS Marketing Corporate Solutions does not infringe upon any copyright, trademark or other intellectual property rights worldwide of other persons; and (2) that the material does not contain anything defamatory or any viruses, scripts, macros or programs, or links to scripts, macros or programs. Customer agrees to indemnify, defend and hold harmless Corporate Solutions and its officers, directors, employees, third-party providers and other agents from any and all liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses) for any claims arising out of Customer Data.

CORPORATE SOLUTIONS AND ITS THIRD-PARTY PROVIDERS MAKE THE SERVICE AVAILABLE ON AN “AS IS” BASIS AND MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, PERFORMANCE, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CORPORATE SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE COMPLETE, TIMELY, UNINTERUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES. CUSTOMER AGREES THAT IT IS USING THE SERVICES AT ITS OWN RISK, THAT THE SERVICES DO NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL SECURITIES OF ANY KIND, AND THAT CORPORATE SOLUTIONS HAS NOT UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF SECURITIES FOR OR BY CUSTOMER OR ANY USER.

Limitation of liability

In no event will Corporate Solutions be liable for any indirect, consequential, punitive, special or exemplary damages (including, but not limited to, loss of profits or goodwill), regardless of cause and regardless of whether or not Corporate Solutions has been advised of the possibility of such damages. Notwithstanding the foregoing, except for gross negligence or willful misconduct, if Corporate Solutions is for any other reason held liable to Customer or to any other individual or entity, including in contract, for indemnification or in tort, liability is limited to the actual fees paid by Customer for the Service during the twelve (12) month period immediately preceding the date of the claim and such liability shall be in aggregate and not per incident. This limitation of liability shall also apply to any Corporate Solutions affiliate or third party provider.

Force Majeure

Except for Customer’s payment obligations, neither party shall be obligated to perform or observe their obligations undertaken in this Agreement if prevented or hindered from doing so by circumstances beyond its reasonable control.

Publicity

Corporate Solutions may disclose in its publicity materials that the Customer is a client of Corporate Solutions for the Service. Except as set forth herein, all media releases, public announcements and public disclosures by either party relating to this Agreement, or its subject matter, including promotional or marketing material, shall be mutually agreed to in writing by the parties prior to release.

Entire agreement / relationship / severability

This Agreement shall constitute the entire agreement between the parties with respect to Customer’s use of Service and supersedes all prior negotiations, communications, writings, and understandings and may not be modified except in a writing signed by both parties. Except as expressly provided herein, neither party may assign or transfer this Agreement (including by operation of law), or any of its rights or obligations, to a third party without prior written consent and such consent shall not be unreasonably withheld. However, Corporate Solutions shall be entitled to assign or transfer its rights or obligations to an affiliate or subsidiary without consent. In the event that Customer has entered into a Master Services Agreement (“MSA”) with Corporate Solutions, in case of a conflict between a term in this Agreement and a term in the MSA, the term in the MSA shall control.

Nothing in this Agreement shall create a partnership or joint venture between the parties and neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf the other party or pledge the credit of or otherwise bind or oblige the other party.

If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of the Agreement.

Arbitration / governing law

The provision below that corresponds to the Corporate Solutions entity that is party to this Agreement shall apply.

Product notes

1. STARS Marketing Corporate Solutions grants Customer the limited right to publish and distribute regulatory filings, news releases and associated multimedia content originating from the Customer (collectively, the “Releases”) over the Service.
2. Customer may (a) prepare and distribute Releases directly through the Service (the “Self-Service Offering”) or (b) send its Releases as source documents (Word, Excel, etc.) to Corporate Solutions so Corporate Solutions may prepare and distribute the Release on behalf of the Customer (the “Full-Service Offering”).Releases must be submitted to Corporate Solutions through the Service and Corporate Solutions is not obligated to distribute or publish Releases received by any other means.

   All Releases are hosted on the Distribution Service indefinitely. The terms and conditions of the Agreement related to such Releases shall survive as long as Customer’s Releases are hosted on the Distribution Service.

3. Customer hereby grants Corporate Solutions and its affiliates a perpetual, non-exclusive, royalty-free, worldwide, sub-licensable right and license to use, distribute, redistribute, store and display any Releases, including in compilations and news feeds:
   • in Corporate Solutions’ and its affiliates’ services, including Corporate Solutions’ and its affiliates’ hosted web pages; and
   • via third party distribution channels.
4. Customer represents and warrants that it (a) shall comply with the terms of the Agreement, all laws, rules, regulations or other legal or fiduciary obligations while using the Service, (b) has the legal right and authority to use, and to authorize Corporation Solutions to use, distribute, redistribute, store and display any content comprising the Releases, (c) shall not transmit, or submit to Corporate Solutions for transmission, any communication that violates any law, rule, or regulation, including without limitation applicable email spam regulations or export regulations, (d) shall not violate any third party rights in using the Service, and (e) not use the Service in any way that damages Corporate Solutions’ property or interferes with or disrupts Corporate Solutions’ systems or other Service users. Customer agrees that it is solely responsible for the validity, accuracy and completeness of the Releases. Customer acknowledges and agrees that Corporate Solutions does not control or monitor Self-Service Offering Customers’ Releases nor guarantee the accuracy, integrity, security or quality of any Customer’s Release.
5. STARS Marketing Corporate Solutions has the right, but not the obligation, to refuse to publish or distribute any Release that reasonably appears to Corporate Solutions to be defamatory, obscene, false, misleading, unlawful, exploitative, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (“Objectionable Content”).  In the event that Corporate Solutions, a distribution partner, legal authority or regulator rejects a Release, Customer shall modify the Release so as to remedy any such rejection.
6. Customer further agrees not to use the Service to:
   • disseminate any unsolicited or unauthorized advertising, promotional materials, Objectionable Content, spam, junk mail, chain letters, pyramid schemes, requests for personally identifiable information, any other form of solicitation, or any other content or communication that does not constitute a Release;
   • reference another company’s stock symbol or other securities identifier for the sole purpose of gaining additional exposure for Customer’s Release;
   • transmit or otherwise make available any Releases that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   • upload, post, email, or transmit the same message, URL, or post multiple times; or
   • impersonate any person or entity, or company including, but not limited to, a Corporate Solutions official, forum leader, guide or host, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity.
7. If STARS Marketing Corporation Solutions determines that Customer has violated Sections 4, 5 or 6 above, Corporate Solutions may suspend or terminate access to the Service.  Corporate Solutions shall make commercially reasonable efforts to notify Customer promptly of any such suspension or termination.  Corporate Solutions may suspend or terminate access to the Service at any time if instructed to do so by any legal authority or regulator.
8. Customer shall provide Corporate Solutions with the identity of authorized users entitled to publish Releases by completing the required authorization forms.
9. Customer may not resell Corporate Solutions’ Service, whether as part of Customer’s commercial operations or otherwise.
10. Customers may cancel or postpone any scheduled Release directly through the Service. Corporate Solutions disclaims any and all liability for any damage arising out of Customer’s cancellation or postponement of any such Release.
11. Customer agrees to defend, indemnify and hold harmless Corporate Solutions, its Affiliates, any distribution partner, and their respective employees, officers, directors, third-party providers and other agents, from any third party claim against such indemnified party arising from or relating to  Corporate Solutions’ use, storage, publication, distribution, redistribution, or display of any Release or any other content provided by Customer, or otherwise arising from Customer’s use of the Service (unless the claim arises out of gross negligence, willful misconduct or if Corporate Solutions is required to indemnify the claim under the Agreement).    Corporate Solutions has the right to pass through to any indemnified party(ies) the right to be indemnified under this Section 11.
12. If the Service Order identifies a specific quantity of Releases or other services to be included in the Service Fees, each Release or other service usage in excess of the specified quantity will incur an additional charge as either (a) specified in the Service Order or (b) at the prevailing list price. Any orders made by Self-Service Offering Customers via the Service for additional services shall be subject to the terms of the Agreement.

Change in terms

STARS Marketing Corporate Solutions may add to, change or remove any part of these Terms and Conditions at any time, with notice to Customer. Any changes to these Terms and Conditions or any terms posted on the Service site apply as soon as they are posted. By continuing to use the Service after any changes are posted, Customer indicates its acceptance of those changes. Corporate Solutions may add, change, discontinue, remove or suspend any other content posted on this site, at any time, without notice and without liability.