HomeMy WebLinkAboutAD18-314 - Original - Cision US Inc. - Public Relations & Media Software - 07/31/2018 Agreement Routing Form
KEN T For Approvals,Signatures and Records Management
WASHINGTON
This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Originator. Somen Palit Department. IT
Date Sent. 06/26/2018 Date Required:
Ta
o Authorized a Director or Designee Date of
0. to Sign: Council
as Mayor Approval:
Budget Grant? ❑ Yes No
Account 10001310.64190.1241
Number: Type: N/A
Vendor
Name: Cision Usa Inc Category: Contract
Vendor Sub-Category Other
0
0 Number: 1818057
A Project
E Name: Public relations and media software service provider
0
c Project
�11 Details:
C
E Agreement $18 800 Basis for
0 Amount. Selection of Direct Negotiation
L Contractor:
c
a Start Date: 07/31/2018 Termination Date: 06/30/2020
Notice required prior to Yes No Contract Number: AD 18-314
disclosure?
Date Received by City Attorney: Comments:
a
c
3
0
Inc
Y►
41
L
3
i.r
1a
p� Date Routed to the Mayor's Office:
in
y Date Routed to the City Clerk's Office:
d
Date Sent to Originator:
Visit Documents.KentWA.gov to obtain copies of all agreements
adccW22373_6_19
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MASTER SUBSCRIPTION AGREEMENT
Customer Name: City of Kent,Washington
Customer Address: 220 Fourth Avenue South Kent WA, 98032 USA
This Master Subscription Agreement("MSA") is between Cision US Inc., a Delaware corporation with its principal place of business at
130 E. Randolph Street, Chicago, IL 60601 ("Company")and the customer named above (each a"Party" and collectively referred to as
the"Parties"), This MSA governs the use of certain services provided by Company to Customer as detailed in any Order Form or
Statement of Work("SOW") referencing this MSA. This MSA, any appendices, and any applicable Order Forms or SOWs are
collectively referred to as the"Agreement." This MSA is effective upon the date of Customer's signature indicated below("MSA
Effective Date").
The Parties agree as follows:
1. DEFINITIONS
"Affiliate"means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Control" means direct or indirect ownership or control of more than 50%of the voting interests of the subject entity.
"Company Covered Parties" means Company and its directors, agents, officers, employees, representatives, successors, assigns
or Affiliates.
"Company Data" means proprietary information gathered or created by Company and provided to Customer as part of the
Services, excluding Third-Party Content.
"Company Technology" means the tools, databases, APIs, and software that make up Company's on-demand relationship
management platform, including any software or technology created by Company's Affiliates.
"Content" means Company Data and Third-Party Content.
"Customer" means the customer named above.
"Customer Covered Parties" means Customer and its directors, agents, officers, employees, representatives, successors, assigns
or Affiliates.
"Customer Data" means electronic data and information submitted by or for Customer to the Services or collected and processed
by or for Customer using the Services, excluding Content. Customer Data includes Release Content as defined in Exhibit A.
"Documentation"means Company's online user guides, documentation, and help and training materials, as updated from time to
time, accessible via the Services.
"Malicious Code"means code, files, scripts, agents or programs intended to do harm, including, for example, viruses,worms,time
bombs and Trojan horses.
"Order Form"means an ordering document specifying the Services to be provided hereunder that is entered into between
Customer and Company or any of its Affiliates (by entering into an Order Form hereunder, an Affiliate agrees to be bound by the
terms of this Agreement as if it were an original party hereto), including any addenda and supplements thereto. "Order Forms"shall
include SOWs.
"Service(s)" means the on-demand relationship management platform (including the Company Technology)and services that are
subscribed to by Customer under an Order Form and/or SOW and made available online by Company or any of its Affiliates.
"Services"exclude Content.
"Third-Party Content"means information obtained by Company from its content licensors or publicly available sources and
provided to Customer pursuant to an Order Form, as more fully described in the Documentation.
"User" means an individual who is authorized by Customer to use Services, for whom Customer has subscribed to the Services,
and to whom Customer or Company has supplied a user identification and password. Users may include, for example, Customer's
employees, consultants, contractors and agents.
2. SERVICES,SOFTWARE AND CONTENT
2.1 Subscription.
(A) Subject to the terms and conditions of the Agreement, Customer hereby subscribes to the Services made available by
Company and/or its Affiliates. Company grants Customer a limited, non-exclusive, revocable, non-transferable(other than as set
forth in this Agreement), non-sublicensable right to allow Users to access and use the Services and Content for Customer's own
internal business purposes in accordance with the terms and conditions in this Agreement. Customer is not authorized to access or
use any Services, other than as expressly set forth in writing under this Agreement. Customer is prohibited from allowing any
person other than a User to access and use the Services.
(B) Customer shall not(1) license, sublicense, sell, resell, rent, transfer, assign, or otherwise commercially exploit or make the
Services or any Content available to, or use the Services or any Content for the benefit of, any third party(including in a service
bureau or outsourcing offering); or(2)access the Services or Content in order to(a)build a competitive product or service, (b)build
a product using similar ideas, features, functions or graphics of the Services, or(c)copy any ideas, features, functions or graphics
of the Services. Company reserves the right to alter, delete, or replace Content or alter the functionality of the Company
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Technology. If Customer is an advertising or public relations agency, Customer may use the Services on behalf of a client, only in
accordance with this Agreement.
(C) Customer is responsible for meeting the then-current hardware, operating system, browser and other technical requirements
necessary to properly use and access the Services.
2.2 Use of Services and Content
(A) Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless
otherwise specified, (1)a user quantity in an Order Form refers to Users, and the Services or Content may not be accessed by
more than that number of Users concurrently; (2)a User's password may not be shared with any other individual; and(3)a User
identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services or Content.
(B) Customer will(1)be responsible for Users'compliance with this Agreement; (2)be responsible for the accuracy, quality and
legality of Customer Data and the means by which Customer acquired Customer Data, (3)use commercially reasonable efforts to
prevent unauthorized access to Company Technology or use of Services and Content, and notify Company promptly of any
unauthorized access or use; and (4)use Services and Content only in accordance with the Documentation and applicable laws and
government regulations.
(C) Customer is responsible for all actions taken via Customer's account, including protecting the confidentiality of Customer's
passwords and user IDs, and maintaining timely contact information for such account.
(D) Subject to the terms of this Agreement, analytic reports delivered to Customer in connection with the Services or available to
Customer within the Services(collectively"Reports"), as well as all data contained in such Reports, other than any Third-Party
Content, may be used, copied, and disseminated by Customer.
2.3 Restrictions. Customer shall not: (1)use the Services to upload, store or transmit infringing, libelous, abusive, inflammatory,
fraudulent, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, or otherwise unlawful or tortious material, or to
upload, store or transmit material in violation of third-party privacy or publicity rights, (2)use the Services to store or transmit Malicious
Code; (3)interfere with or disrupt the integrity or performance of any Company Technology or Content contained therein; (4) attempt to
gain unauthorized access to any Company Technology, Services or Content or its related systems or networks, (5)permit direct or
indirect access to or use of any Services in a way that circumvents a contractual usage limit; (6)copy Content except as permitted
herein or in an Order Form or the Documentation; (7)frame or mirror any part of any Services or Content, other than framing on
Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (8)use
commenting or messaging functionality, functionality that allows posting or transmitting content to outward facing, social or public
platforms available via the Services to post content that violates any terms or conditions, policies, or guidelines of any social media
platform or other platform or service to which it is posted; or(9) use the Services to transmit bulk unsolicited commercial
communications.
2.4 Removal of Content. If Company is required by a third party to remove Content, or receives information that Content provided to
Customer may violate applicable law or third-party rights, Company will remove such Content from the Services. Company may also
notify Customer and in such event Customer will promptly remove such Content from its systems.
2.5 Additional Terms. Additional terms applicable to specific Services are set forth in Exhibit A.
3. RIGHTS AND LICENSES
3.1 Reservation of Rights. No license or other rights in the Company Technology or any Content, exclusive of Customer Data, are
granted to Customer hereunder, and all rights not expressly granted to Customer herein are expressly reserved to Company or its
licensors, as applicable. Customer agrees not to modify, create derivative works of,translate, reverse engineer, decompile,
ordisassemble the Company Technology or the Services or otherwise recreate or gain access to the source code.
3.2 Customer Data.Customer represents that it has valid title or license to all Customer Data, and it has all rights necessary to grant
Company the rights set forth in this Agreement. Customer hereby represents and warrants that Customer Data will not contain any
content that is obscene, libelous,slanderous or otherwise defamatory,false or misleading or that violates any copyright, right of privacy
or publicity or other right of any person or party. Customer grants Company and its Affiliates a worldwide, non-exclusive, royalty-free
license to use, host, copy, distribute, perform,transmit,display and prepare derivative works of the Customer Data solely for the
purpose of providing the Services. Subject to the limited licenses granted herein, Company acquires no right,title or interest from
Customer or its licensors under this Agreement in or to any Customer Data. Company reserves the right to remove Customer Data
containing any information that Company determines in its sole discretion are unlawful, offensive,threatening, libelous, defamatory,
pornographic, obscene or otherwise objectionable or that violate any party's intellectual property or this Agreement.
3.3 Company Affiliates and Third Parties.Company may share Customer Data with its Affiliates or third parties that work on
Company's behalf or provide services to Company in relation to Company's provision of the Services to Customer, including but not
limited to necessary hardware, software, networking,storage, and technologies required to run the Services, provided those parties are
subject to confidentiality restrictions regarding Customer Data no less than those enumerated in Article 6 of this MSA. Customer hereby
consents to such use of Customer Data by Affiliates and third parties. Customer acknowledges and agrees that Customer Data may be
transferred to,stored in, or accessed from outside the United States solely in order to provide the Services or for Company to fulfill its
obligations under this Agreement. Company shall, in providing the Services, comply with its privacy policy available at www.cision.com,
or such other Web site address made publicly available.
3.4 Customer Feedback.Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to
use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided
by Customer or Users relating to the Services.
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3.5 Third Party Products and Services. From time to time, certain third parties may offer products and services related to the
Services. Any subsequent business relationship, exchange of data or other interaction between Customer and such third party, and/or
any purchase, download or use by Customer of any product or service offered by such third party, is solely between Customer and
such third party, and may require Customer to agree to a third party's terms and conditions. Regardless of any recommendation by
Company or use of such third-party products or services, Company does not make any representations, warranties or guarantees with
respect to any such third parties or any of their products or services. Further. Company cannot guarantee that use of such third-party
products or services will always be provided during the Term.While Company may rely on data or information provided or generated by
such third-party products and services in the course of providing the Services, Customer hereby acknowledges that Company
specifically does not warrant the accuracy, reliability or completeness of any such data and information; and agrees that Company shall
not be liable for any acts or omissions based on its reliance thereon. Accordingly, Customer hereby releases and holds harmless
Company from and against any and all claims, losses, liability, damages, expenses, costs(including, but not limited to, reasonable
attorneys' fees)and/or actions arising therefrom.
3.6 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality, or
dependent on any oral or written public comments made by Company regarding future functionality.
4. HOSTING/AVAILABILITY,STORAGE AND SUPPORT
4.1 Hosting/Availability. Company shall host and maintain the Service on its servers. The Service will maintain an average availability
of no less than 99.5%, as measured on a monthly basis, excluding downtime caused by(1)scheduled maintenance performed between
the hours of 12:00 AM and 6:00 AM Eastern time, (2)emergency maintenance, and (3) Force Majeure(as defined herein). Access to
the Services may be available during scheduled maintenance periods, but performance may be slower than normal.
4.2 Storage. Company shall provide hosted data storage capacity to Customer dependent upon the Services, and as set forth on an
Order Form. Customer may purchase additional storage space at any time at Company's then-current price. Company shall keep offsite
back-ups of Customer's data. Restoration of Customer's data due to the fault of Customer will be at Customer's expense and if due to
the fault of Company, at Company's expense.
4.3 Customer Data Deletion. During the Term, Customer may export or download Customer Data as provided in the Documentation.
After termination or expiration of this Agreement, Company will have no obligation to maintain or provide any Customer Data or other
Content to Customer, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or
control as provided in the Documentation or as Company routinely does such deletions and destructions in the ordinary course of its
business, unless legally prohibited from doing so.
4.4 Support. During the term of this Agreement, Company shall provide technical support to Users to assist Customer with
troubleshooting, error correction and use of the Service via a telephone help line or email during the hours of 8:00 AM through 8:00 PM
Eastern time, Monday through Friday(unless otherwise set forth on an Order Form)except for Company's regular business holidays.
Customer will have unlimited access to Company's online product support center.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees set forth in an Order Form or as set forth in this Agreement. Except as otherwise specified in this
Agreement or in an Order Form (1)fees are based on Services and Content subscribed to and not actual usage, and (2)except as set
forth in Section 10.6, payment obligations are non-cancelable and fees paid are non-refundable. All payments will be made in U.S.
dollars unless otherwise agreed to by the Parties. Customer shall pay the fees set forth on an Order Form in accordance with the
payment terms set forth on an Order Form or upon signing of this Agreement if no such terms are contained on an Order Form.
5.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, fees are due net thirty(30)days from the invoice date. Customer is responsible for providing
complete and accurate billing and contact information to Company and notifying Company of any changes to such information.
5.3 Credit Card Payments. By providing a credit card to Company, Customer is granting permission to Company to charge all
subscription fees, including monthly, annual or other renewals to the credit card. Customer may withdraw its consent to installment
charges or recurring charges(if any)at any time by providing Company with at least thirty(30)days advance written notice, and making
alternative arrangements for payment to be made no later than the same respective charge dates. Customer represents that it is the
card holder of any credit card that it provides to Company for payment(s), and Customer is authorized to provide this authorization.
5.4 Late Charges. Any payment not received from Customer by the due date may accrue late charges at the rate of 1.5% of the
outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until
the date paid.
5.5 Payment Disputes. If Customer, in good faith, reasonably disputes any invoiced amounts, it may withhold such disputed
amounts, provided that Customer(1)timely pays the undisputed portion of the invoice, and (2)provides Company with prompt written
notice of the dispute and commences discussion with Company to promptly resolve the dispute. Company will not exercise its rights
under Section 10.5 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve
the dispute.
5.6 Taxes and Travel Expenses. Prices set forth on the Order Form do not include taxes or travel expenses. Unless collected and
remitted by Company(as indicated on the invoice presented to Customer by Company), Customer is responsible for payment of all
taxes due to a governmental authority, if any, except for taxes imposed on Company's net income. Customer shall provide to Company
any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax
liability. Invoices will reflect any reasonable, pre-approved travel expense amounts charged to Customer.
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6. CONFIDENTIALITY AND SECURITY
6.1 Confidential Information.
(A) "Confidential Information"means all information disclosed by a party("Disclosing Party")to the other party("Receiving Party"),
whether orally or in writing, that is designated as confidential or proprietary, or that reasonably should be understood to be
confidential or proprietary given the nature of the information and the circumstances of disclosures, including but not limited to
business and marketing plans, technology and technical information, product plans and designs, and business processes.
Confidential Information of Customer includes Customer Data. Confidential Information of Company includes the Company Data,
Company Technology, Documentation and the terms and conditions of this Agreement(including pricing).
(B) Confidential Information will remain the property of the Disclosing Party. The Receiving Party will use the same degree of care
that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The
Receiving Party agrees: (1)to hold the Confidential Information in strict confidence, (2)to limit disclosure of the Confidential
Information to the Receiving Party's own employees, agents,Affiliates, or authorized consultants or vendors who have a need to
know the Confidential Information for the purposes of this Agreement; (3)not to disclose any Confidential Information to any third
party, (4)to use the Confidential Information solely in accordance with the terms of this Agreement in order to carry out its
obligations or exercise its rights under this Agreement, and(5)to notify the Disclosing Party promptly of any unauthorized use or
disclosure of the Confidential Information and to cooperate with the Disclosing Party in every reasonable way to cease such
unauthorized use or disclosure.
(C) The obligations in Section 6.1(B)will not apply to information that the Receiving Party can demonstrate: (1)at the time of
disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of
agreement or other wrongful act by the Receiving Party: (2)is independently developed by the Receiving Party without regard to the
Confidential Information of the other Party, (3)is already in its possession without obligation of confidentiality, or(4)is rightfully
received from a third party without any obligation of confidentiality.
(D) The Parties agree that any breach of this Section 6.1 may cause the Disclosing Party substantial and irreparable damages,
therefore, if the Receiving Party discloses or uses(or threatens to disclose or use)any Confidential Information of the Disclosing
Party in breach of this Section 6 1, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek
injunctive and equitable relief.
6.2 Security.Access to the Service is password-controlled. Customer is responsible for maintaining the security of user passwords
and will instruct its Users as to the importance of maintaining the confidentiality of passwords and/or user identifications. Customer
acknowledges that the security of its systems may be compromised if Users do not follow applicable security policies and procedures
and take other appropriate steps to maintain the security of the Service, including,without limitation, maintaining the confidentiality of
user identifications and passwords frequent changing of passwords and maintaining appropriate internal controls to monitor access to
and use of the Service. If Customer becomes aware of the unauthorized use of a password or other security breach, Customer will
promptly notify Company in writing.
6.3 Compliance with Law/Order. Each Party reserves the right to use or disclose information, including Company Data, Customer
Data, Customer's Confidential Information, or Company's Confidential Information if required by law or if such Party reasonably
believes that use or disclosure is necessary to protect its rights and/or to comply with a judicial proceeding, court order, or legal
process.
7. REPRESENTATIONS AND WARRANTIES
7.1 Authorization. Each Party represents and warrants that the undersigned individual has full authority to(1)execute this Agreement
on behalf of his/her respective Party, and(2)bind his/her respective Party to this Agreement.
7.2 Warranties. Company warrants that the Service will: (1)perform substantially in accordance with the applicable Documentation,
and (2)be available to Customer in accordance with the service level standards set forth in Section 4.
7.3 Customer's Systems. Customer is solely responsible for its own computer networks, systems, hardware, and software, including
the storage, security, and preservation of its own data. Storage and use of any downloaded Content is solely at Customer's own risk.
7.4 Disclaimers.
(A) THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE (INCLUDING NON-
INFRINGEMENT), AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE
OF PERFORMANCE OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT THE SOFTWARE OR ITS USE WILL
BE UNINTERRUPTED OR ERROR-FREE.
(B) COMPANY DOES NOT MAINTAIN OR CONTROL THIRD-PARTY CONTENT OR THE CONTENT OF OTHER WEBSITES
THAT MAY BE MADE AVAILABLE AS PART OF THE SERVICE AND IS NOT RESPONSIBLE FOR THE AVAILABILITY,
COMPLETENESS, TIMELINESS, FACTUAL ACCURACY, OR NON-INFRINGEMENT OF SUCH CONTENT. CONTENT IS
PROVIDED"AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. CUSTOMER ACKNOWLEDGES THAT COMPANY
AND/OR THIRD-PARTY SOURCES MAY CHOOSE AT ANY TIME TO PROHIBIT THEIR CONTENT FROM BEING ACCESSED
UNDER THIS AGREEMENT.
8. INDEMNIFICATION
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8.1 Indemnification by Company. Company will defend Customer against any claim, demand, suit or proceeding made or brought
against Customer by a third party alleging that the Company Technology infringes or misappropriates such third party's intellectual
property rights under the laws of the United States(a "Claim Against Customer"), and will indemnify Customer from any damages,
attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved
settlement of a Claim Against Customer. Company's indemnification obligation does not cover third party claims arising from: (1)
modifications to the Company Technology or the Service by anyone other than Company or its authorized agents and contractors, (2)
use of the Company Technology by Customer in combination with other software or equipment not provided by Company where the
Company Technology, but for such combination,would not be infringing, or(3) Customer's failure to use the Company Technology or
the Service in accordance with the terms and conditions in this Agreement. If a claim regarding the Company Technology and alleging
infringement is brought or is likely, in Company's sole opinion, to be brought, Company may, at its option and expense(A)obtain the
right for Customer to continue using the Company Technology and Service, (B) replace or modify the Company Technology so that it
becomes non-infringing; or(C) upon notice to Customer, terminate this Agreement or Customer's use of the Company Technology and
Service or any portion thereof, provided that Company promptly refunds to Customer the prorated portion of any pre-paid annual
subscription fees paid hereunder for the Service or any portion of the Service. The above defense and indemnification obligations do
not apply to the extent a Claim Against Customer arises from Customer Data, Content, or Customer's breach of this Agreement.
8.2 Indemnification by Customer. Customer will defend any Company Covered Party against any claim, demand, suit or proceeding
made or brought against such Company Covered Party by a third party alleging that the Customer Data, or Customer's use of any
Service or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property, proprietary or
personal rights or violates applicable law, including violation of privacy or spamming laws or regulations(a"Claim Against Company"),
and will indemnify the Company Covered Party from any damages, attorney fees and costs finally awarded against the Company
Covered Party as a result of, or for any amounts paid by the Company Covered Party under a court-approved settlement of a Claim
Against Company.
8.3 Indemnification Requirements. Indemnification by a Party is conditioned upon the following: (1)the indemnitee promptly notifying
the other Party of any claim, (2)the indemnitor having sole control of the defense and all related settlement negotiations; and (3)the
indemnitee cooperating, at the indemnitor's expense, in the defense and furnishing the indemnitor with all related evidence in its
control.
8.4 Exclusive Remedy. This Section 8 states the indemnifying Party's sole liability to, and the indemnified Party's exclusive remedy
against, the other Party for any type of claim described in this section.
9. LIMITATION OF LIABILITY
9.1 Responsibility for Results. Customer acknowledges that it alone is responsible for the results obtained from its use of the
Service, including without limitation the usefulness, completeness, accuracy and content of such results. If any such results are
inaccurate or incomplete solely due to any defect in the Service, Customer's exclusive remedy and Company's sole obligation shall be
to correct or modify the Service at no additional charge to Customer.
9.2 Links to Third Party Sites. The Service may contain hyperlinks to Web sites controlled by parties other than Company. Company
is not responsible for and does not endorse or accept any responsibility for the content or use of such Web sites.
9.3 Limitation of Liability. Except for a material breach of the confidentiality provisions set forth in Section 6 or claims related to
personal injury or property damage caused solely by Company's gross negligence or willful misconduct, Company's entire liability and
Customer's exclusive remedy for damages for any claims arising under or in connection with this Agreement, regardless of the cause of
action, whether in contract or in tort(including without limitation, breach of warranty and negligence claims)shall be limited to
Customer's actual, awarded direct damages, not to exceed the amounts actually paid by Customer under this Agreement during the
twelve (12) months immediately preceding the month in which the cause of action arose.
9.4 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY, COMPANY'S THIRD-PARTY
CONTENT SUPPLIERS, OR ANY OF THEIR DIRECTORS, AGENTS, OFFICERS, EMPLOYEES, REPRESENTATIVES,
SUCCESSORS OR AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR(1)ANY CLAIMS OR DEMANDS OF THIRD
PARTIES (OTHER THAN THOSE THIRD-PARTY CLAIMS COVERED BY SECTION 8), OR(2)ANY CONSEQUENTIAL,.
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES
FOR ANTICIPATED PROFITS, LOSS OF REVENUE, ECONOMIC LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT, OR INTERRUPTION OF BUSINESS,WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT
PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1 Term of MSA. The term of this MSA commences on the MSA Effective Date and continues until the expiration or termination of all
Service Terms ("Term"). Except as expressly set forth in this Agreement,this Agreement may not be terminated prior to the end of the
Term.
10.2 Term of Subscriptions.A"Service Term" is defined as the period of time for each Service provided to Customer under this
Agreement. Service Terms will be set forth in each applicable Order Form. Any professional services or custom services purchased by
Customer shall be used by Customer within the longest Service Term of any service listed on the Order Form, or if no other service is
listed on the Order Form, then within Customer's then-current Service Term.
10.3 Intentionally omitted.
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10.4 Termination for Breach. If either Party believes that the other Party has failed in any material respect to perform its obligations
under this Agreement, then that Party may provide written notice to the breaching Party describing the alleged failure in reasonable
detail. If a breach has occurred and if the breaching Party does not cure or begin to cure the material failure within thirty(30)days after
receiving such written notice, then the non-breaching Party may terminate this Agreement immediately by written notice to the
breaching Party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating
Party. Notwithstanding the foregoing, Company may terminate this Agreement immediately if Customer or any Users breach Section
2.1(B), Section 2.3, or Section 6 of this Agreement.
10.5 Suspension of Service by Company. In addition to those conditions, rights, and remedies set forth in this Agreement, Company
may suspend access to the Services under any Order Form if, in Company's reasonable determination: (1)Customer fails to pay an
undisputed invoice within ten(10)days after Company gives Customer notice of such failure; (2)Customer's use of the Service or
Content violates applicable local, state,federal, or foreign laws or regulations; (3)Customer fails to use the Service in accordance with
this Agreement; (4)Customer's use of the Service degrades performance of the Service,or results in excessive bounce-backs, SPAM
notices or requests for removal from mailing lists by recipients; or(5)there are repeated complaints of Customer posting or uploading
material that infringes or is alleged to violate the intellectual property rights of any person or entity. Company will provide notice(which
may be by email)of such suspension, and when commercially possible,will work in good faith with Customer to help Customer resolve
the issue causing the suspension.
10.6 Refund or Payment on Termination. If this Agreement is terminated by Customer in accordance with Section 10.4 above,
Company will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of
termination. If this Agreement is terminated by Company in accordance with Section 10.4 above, Customer will pay any unpaid fees
covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees due
or payable to Company for the period prior to the effective date of termination.
10.7 Effect of Termination. Upon any expiration or termination of this Agreement: (1) Customer's right to use the Services shall
cease, and Company shall have no further obligation to make the Services available to Customer; (2)except as otherwise expressly
stated herein, all rights, licenses and/or access granted to Customer under this Agreement will immediately cease; and (3)Customer
shall return, delete or destroy any Content and shall certify in writing to Company that it has done so.
11. GOVERNING LAW AND DISPUTES
11.1 This Agreement, and any disputes arising out of or related hereto,will be governed exclusively by the laws of the State of
Maryland exclusive of its choice of law provisions and WITHOUT THE APPLICATION OF THE UNIFORM COMPUTER INFORMATION
TRANSACTIONS ACT.Any suit hereunder will be brought in the federal or state courts located in the State of Maryland, and the
Parties submit to the personal jurisdiction thereof.The Parties agree that the United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement. Customer and Company agree that in the event of litigation,the
prevailing Party shall have the right to collect from the other Party its reasonable costs and attorneys'fees.
11.2 Except for actions for non-payment, breach of confidentiality or indemnities under Section 8, no action, regardless of form, arising
out of or related to this Agreement may be brought by either Party more than two(2)years after the accrual of the cause of action.
11.3 Both Parties agree to comply fully with all relevant laws, including the export laws and regulations relating to use of the Service in
its place of business, regardless of country or jurisdiction. However, Customer's use of the Content is at Customer's own risk.Without
limiting the foregoing, Customer will be solely responsible for usage of contact information (e.g. names, phone and facsimile numbers,
e-mail addresses and physical addresses)in compliance with relevant laws and regulations. Customer may not: (1)send spam or
unsolicited messages in violation of relevant laws, including concerning privacy, data protection,telemarketing,the CAN-SPAM Act or
other commercial email laws,wireless domain suppression lists, and"Do-Not-Call" lists; (2)send or store infringing, obscene,
threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party
privacy rights,or(3)send or store material containing Malicious Code, including,without limitation, software viruses,worms, Trojan
horses or other harmful computer code, files, scripts, agents or programs.
12. GENERAL PROVISIONS
12.1 Export Compliance.The Services and Content and derivatives thereof may be subject to export laws and regulations of the
United States and other jurisdictions. Company and Customer each represents that it is not named on any U.S.government denied-
party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or in violation of any
export law or regulation.
12.2 Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of
value from a Company employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the
ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use
reasonable efforts to promptly notify Company's Legal Department at legaldept@cision.com.
12.3 Force Majeure.Except for Customer's obligation to pay for Services already performed or to which it had access, neither Party
will be responsible for failure to perform contractual duties caused by events beyond such Party's reasonable control, including but not
limited to: (1)failures of utility services or transportation networks, (2)acts of public enemies; (3)terrorism; (4)war; (5)insurrection or
riot; (6)natural disasters; (7)a serious accident,strike, labor trouble,or work interruption; (8)compliance with applicable law; or(9)any
other events beyond a Party's reasonable control.
12.4 Relationship of the Parties.The Parties are independent contractors, and this Agreement will not establish any relationship of
partnership,joint venture, employment, franchise or agency between the Parties.
12.5 Government Customers. If Customer is the U.S. Government or any agency or instrumentality thereof,then any software
provided pursuant to this Agreement is delivered with RESTRICTED RIGHTS only. The use, duplication, or disclosure by the
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Government is subject to restrictions as set forth in FAR 52.227-19 Commercial Computer Software—Restricted Rights or DFAR
252.227-7013 Rights in Technical Data and Computer Software.
12.6 Third-Party Beneficiaries.Company's Content licensors shall have the benefit of Company's rights and protections hereunder
with respect to the applicable Content.There are no other third-party beneficiaries under this Agreement.
12.7 Notices.Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement
will be in writing, in English, and will be deemed to have been duly given: (1)five(5)business days after the date of mailing if sent by
registered or certified U.S. mail, postage prepaid, with return receipt requested; (2)when delivered if delivered personally; or(3)one
business day after being sent by express courier service.All notices will be sent to Customer at its address as set forth on the first page
of this Agreement. Notices to Company shall be sent to Cision, 12051 Indian Creek Court, Beltsville, MD 20705,Attn: Legal
Department. In addition, Company may provide notices to Customer electronically either via the Service or via any email address
provided by Customer in connection with Customer's account.
12.8 Waiver. No failure or delay by either Party in exercising any right, power or remedy will operate as a waiver of such right, power
or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If either Party waives any right, power
or remedy, such waiver will not waive any successive or other right, power or remedy the Party may have under this Agreement.
12.9 Severability.The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more
provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is
declared to be unenforceable,the Parties shall substitute an enforceable provision that, to the maximum extent possible in accordance
with applicable law, preserves the original intentions and economic positions of the Parties.
12.10 Survivability.All provisions of this Agreement relating to disclaimers of warranties, remedies,damages, confidentiality, payment
obligations, restrictions on use, and any other terms that either expressly or by their nature should survive, shall survive any termination
of this Agreement, and shall continue in full force and effect.
12.11 Assignment. Customer may not assign this Agreement without Company's written consent,which consent shall not be
unreasonably withheld or delayed. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties,
their successors and permitted assigns.
12.12 Headings. Section headings are for reference only and shall not be considered substantive parts of this Agreement.
12.13 Counterparts.This Agreement may be executed by facsimile or electronic signature and in counterparts.
12.14 OFAC.Customer represents and warrants that neither it nor any of its employees is a person or entity with whom U.S.entities
are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC")of the Department of the Treasury
(including those named on OFAC's Specially Designated and Blocked Persons List)or under any statute, executive order or other
governmental action.
12.15 Entire Agreement.This Agreement represents the entire agreement between Customer and Company with respect to the
subject matter, superseding all previous oral or written communications, representations, or agreements or proposals, including but not
limited to any purchase order forms submitted by Customer, and Customer acknowledges that it has not relied on any representation
that is not expressly set forth in this Agreement. The Parties agree that any term or condition stated in a Customer purchase order or in
any other Customer order documentation(excluding Order Forms)is void. In the event of any conflict or inconsistency within the
Agreement,the order of precedence shall be: (1)the applicable Order Form or SOW, (2)this MSA, and(3)the Documentation. This
Agreement may be modified only by a writing signed by both Parties.
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Signed by each Party's authorized representative.
IOALw&€asy: wfAeO Washington
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Chris vamos Derek Matheson
Printed Name Printed Name
7/31/2018 7/30/2018
Date Date
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EXHIBIT A
SERVICES APPENDICES
Each section is only applicable if the service named has been subscribed to as set forth on an Order Form or forms part of another
Service.
1. MEDIA DATABASE SERVICES
1.1 Rates. This section sets forth the terms and conditions governing Customer's use of Company's proprietary database that
contains media profiles and associated information ("Database Data")and is a subset of Company Data. Company charges a fixed fee
for access to the Database Data as stated in the Order Form and a variable charge for distribution of emails via the Company
Technology. The number of email distributions that Customer has purchased, if any, shall be stated on the Order Form.
1.2 License. Customer may allow its Users to access and use the Database Data to create and download lists of media outlet
information, use Distribution Points to distribute press releases or similar information via the Company Technology, and attach its own
personal notes to Database Data. Customer will not: (1) remove any proprietary notices, graphics, or text contained in or on the
Database Data or on any downloaded lists, (2)make the Database Data or any downloaded lists available to non-Users, unless
otherwise permitted under this Agreement, (3) incorporate or use the Database Data in any resale process, including a press release
distribution service, unless otherwise permitted under this Agreement; or(4) use Database Data in a manner that would violate any
applicable law, including but not limited to the CAN-SPAM Act or other anti-spamming laws or regulations and the Canadian Personal
Information Protection and Electronic Documents Act all as amended by the Canada Anti-Spam Legislation. Any individual whom
Customer contacts via the Company Technology using contact information acquired other than through the Services has either(A)
given prior consent, or(B)can be contacted by Customer in accordance with applicable law. UNLESS OTHERWISE PROVIDED IN
THIS AGREEMENT, DOWNLOADING, REPRODUCTION, REDISTRIBUTION, OR REPUBLICATION OF THE DATABASE DATA IS
AT CUSTOMER'S OWN RISK. COMPANY AND ITS THIRD-PARTY PROVIDERS WILL NOT BE LIABLE FOR CUSTOMER'S
SUBSEQUENT USE OR DISTRIBUTION OF THE DATABASE DATA.
1.3 Twitter Data. Certain Database Data may be provided by Twitter("Twitter Data"), and by using such Twitter Data, Customer
agrees to the Twitter Terms of Service located at www.twitter.com or such other terms that Customer has entered into with Twitter
directly("Twitter TOS"). If Customer uses the Services to create content for or post content to the Twitter service, then Customer
agrees to be bound by the Twitter privacy policy located at www.twitter.com ("Twitter Privacy Policy"), and the Twitter Rules located at
www,twitter.com ("Twitter Rules"). Company may immediately terminate Customer's access to and continued retention of Twitter Data
if Company or Twitter reasonably believes that Customer is not in compliance with the Twitter TOS, Twitter Rules or Twitter Privacy
Policy.
1.4 YouTube Data. Certain Database Data may be provided by YouTube("YouTube Data"), and by using such YouTube Data,
Customer agrees to be bound by the YouTube Terms of Service located at https././wAAN.youtube.com/t/terms or such other terms that
Customer has entered into with YouTube directly("YouTube TOS"). Company may immediately terminate Customer's access to and
continued retention of YouTube Data if Company or YouTube reasonably believes that Customer is not in compliance with the YouTube
TOS.
2. PRESS RELEASE DISTRIBUTION AND WEB SERVICE ENGINE OPTIMIZATION ("WEB SEO")SERVICES
2.1 Press Release Distribution Services. This section sets forth the terms and conditions governing Customer's use of press release
distribution services ("Distribution Services")provided by Company's Affiliates, PR Newswire Association LLC ("PR Newswire")and
Vocus PRW Holdings ("PRWeb") and are subject solely to the terms and conditions specified in this Section 2.1 of this Exhibit A and
Articles 5, 10, 11 and 12 of the MSA. Any other provision of the MSA shall have no force or effect with respect to the provision of the
Distribution Services.
(A) For purposes of this Section 2.1, the following terms have the meanings ascribed to them below:
"Authorized Sender" refers to those individuals identified by Customer in writing as being authorized to submit Release
Content and issue Releases on Customer's behalf.
"Release Content" refers to information, data or content of any kind posted, delivered, uploaded or submitted by Customer or
on Customer's behalf in connection with the Distribution Services, whether in the form of copy, text, images, video, audio files or
other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and URLs.
"Release" refers to Release Content, as processed by PR Newswire or PRWeb for distribution.
(B) Customer is responsible for the content and accuracy of all Customer Data submitted by it, even if any Release Content has
been reviewed, edited, or written by Company or its Affiliates for Customer. PRNewswire, PRWeb and Company are not
responsible for verifying facts contained in any Release Content. Because of the volume of information and copy submitted to PR
Newswire and PRWeb, PR Newswire and PRWeb cannot be responsible for verifying any facts contained therein. Customer
represents, warrants and covenants that(1) it has the right, power and authority to submit the Release Content to PR Newswire or
PRWeb for distribution and to issue Releases, (2) it has all of the necessary right, title and interest in and to the Release Content to
grant the rights granted herein, (3) it shall comply with all federal, state, local and international laws, rules and regulations applicable
to its use of the Service, (4) it has obtained all of the authorizations and consents required in connection with its distribution lists; (5)
the Release Content will not contain any material that(a) is obscene or pornographic; (b) is libelous, slanderous, defamatory, or
otherwise false or misleading, or(c)violates any copyright, patent, trademark, trade secret or other proprietary right, right of privacy
or publicity, or any other right of any individual or entity, and(6) it shall take commercially reasonable precautions to ensure that the
Release Content will not contain any(a)computer virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet
bomb, cancelbot, scripts, macros; (b)programs or links to macros, scripts, or programs; or(c) other code that alters, destroys or
inhibits the operation of, or infiltrates computer systems or data run through such computer systems. Customer shall indemnify and
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hold harmless PR Newswire and/or PRWeb, its affiliates and agents, and those licensed or otherwise authorized by PR Newswire
and/or PRWeb to process, transmit or distribute Release Content from and against any and all claims, losses, damages, liabilities,
costs and expenses(including reasonable attorneys' fees)arising out of or relating to any breach by Customer of the foregoing
representations and warranties or otherwise arising out of or relating to the contents or nature of the Release Content.
(C) By submitting Release Content to PR Newswire and/or PRWeb in connection with the Distribution Services, Customer grants to
PR Newswire and/or PRWeb and their third-party content distributors a worldwide, royalty-free, perpetual and sublicensable right
and license to reproduce, distribute, translate, archive and create derivative works of the type created by a news release distribution
business from any Release Content or Release.
(D) Only Authorized Senders may submit Release Content or issue Releases on Customer's behalf. Customer acknowledges that
it is its responsibility to provide PR Newswire and/or PRWeb with a current, accurate list of the names of its Authorized Senders,
and all related contact information, at all times. For each Release, Customer shall indicate, in writing, (1)the name of the issuer of
the Release(i.e. not the issuer's agency),which name shall be displayed to the public as the source of the Release; and(2)the
name and phone number of the person responsible for responding to questions or requests for additional information by members
of the media and other readers of the Release. As part of its performance of the Distribution Services, PR Newswire and/or PRWeb
may process Customer Data, including for the purposes of(1) incorporation of metatags, urls, beacons, logos, and copyright
notices, (2)formatting for distribution, and (iii)correction of typographical, spelling, and other non-substantive errors.
(E) Customer acknowledges that: (1) Customer's failure to update the names of its Authorized Senders or any related contact
information could result in delays in the issuance of Releases or the issuance of Releases by a person or persons no longer
authorized by Customer; (2) PR Newswire or PRWeb may, in its sole discretion and judgment, reject Release Content for any
reason, or refuse or cease distribution of any Release or remove any Release, in each case if it determines that the Release is
objectionable or may result in liability, (3) PR Newswire's and PRWeb's distribution lists may change from time to time, and, except
as otherwise expressly specified in the Order, PR Newswire and PRWeb do not guarantee distribution of a Release to any specific
distribution point, (4)PR Newswire and PRWeb do not guarantee that any Release will be picked up by any particular website,
media outlet or member of the media; (5)once distributed and viewable by the public, a Release may be publicly accessed, viewed
and downloaded in perpetuity; and (6) PR Newswire and PRWeb have no responsibility or liability for the license terms of any
Terms of Use, Terms of Service, or other terms or conditions of any social media site(such as Facebook, Twitter, YouTube and
Pinterest)to which a Release is distributed.
(F) PR Newswire and PRWeb each represent and warrant that(1)it has the right, power and authority to enter into this Agreement,
(2)it will comply with all federal, state, international and local laws, rules and regulations applicable to Company's business in
connection with the provision of Distribution Services to Customer hereunder, and (3)it will perform its obligations under the terms
of this Agreement in accordance with applicable industry standards. Any errors by PR Newswire or PRWeb will be corrected
promptly upon discovery,without additional charge, or, if correction is not practical (in PR Newswire's or PRWeb's discretion)then
PR Newswire or PRWeb may provide a refund for such affected Release, and such obligation to correct or refund shall constitute
the sole liability of PR Newswire or PRWeb for such affected Release.
(G) EXCEPT AS PROVIDED IN THIS SECTION 2.1, PR NEWSWIRE AND PRWEB MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO THE DISTRIBUTION SERVICES, INCLUDING BUT NOT LIMITED TO,ANY WARRANTIES OF
MERCHANTABILITY OR SUITABILITY FOR PRINT OR BROADCAST. NOTWITHSTANDING ANY PROVISION OF THE MSA TO
THE CONTRARY, EXCEPT FOR CLAIMS RELATED TO PERSONAL INJURY OR PROPERTY DAMAGE CAUSED SOLELY BY
PR NEWSWIRE'S OR PRWEB'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PR NEWSWIRES, PRWEB'S AND
COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIMS ARISING
UNDER OR IN CONNECTION WITH THE DISTRIBUTION SERVICES, REGARDLESS OF THE CAUSE OF ACTION,WHETHER
IN CONTRACT OR IN TORT(INCLUDING WITHOUT LIMITATION, BREACH OF WARRANTY AND NEGLIGENCE CLAIMS)
SHALL BE LIMITED TO CUSTOMER'S ACTUAL AWARDED DIRECT DAMAGES, NOT TO EXCEED THE AMOUNTS
ACTUALLY PAID BY CUSTOMER WITH RESPECT TO THE DISTRIBUTION SERVICES DURING THE TWELVE(12)MONTHS
IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CAUSE OF ACTION AROSE. IN CONNECTION WITH THE
DISTRIBUTION SERVICES, IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR DIRECTORS,AGENTS, OFFICERS,
EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR(1)
ANY CLAIMS OR DEMANDS OF THIRD PARTIES(OTHER THAN THOSE THIRD-PARTY CLAIMS COVERED IN SECTION 2.1
OF THIS EXHIBIT A); OR(2)ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT
DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANTICIPATED PROFITS, LOSS OF REVENUE,
ECONOMIC LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF
EQUIPMENT, OR INTERRUPTION OF BUSINESS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS
OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
(H) Customer acknowledges that the views expressed by issues of press releases are their own opinions, not the views of
Company or the Press Release Distribution Services, and that different issuers of press releases may espouse conflicting opinions.
(1) Company, PRNewswire and PRWeb reserve the right in their reasonable discretion to(a) reject or edit Release Content(such
editing to be done collaboratively with Customer); and (b) remove any Release from their Web sites, cease distribution of any
Release or reject any Release. Customer acknowledges that re-distribution of Releases is sometimes beyond Company's control,
and accordingly, Company is not obligated to remove Releases from sites outside of its networks.
(J) All Releases must follow the Distribution Services'editorial guidelines which can be found on the Distribution Services'Web
sites and are subject to change at any time at Company's, PRNewswire's or PRWeb's sole discretion.
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2.2 Web SEO Services. Customer may purchase search engine optimization and tagging services, as well as search engine reports
on their press releases ("Web SEO Services"). As further set forth in Section 7 of the MSA, neither Company nor its third party suppliers
or partners will be liable to Customer for any error or omission resulting in the failure of the Web SEO Services to create any specific
changes in search engine placement.
3. MEDIA MONITORING SERVICES
3.1 Queries.This section sets forth the terms and conditions governing Company's provision and Customer's use of Company's media
monitoring service(the"Monitoring Service"). Company will monitor sources for mentions of words or phrases specified by Customer
(each word or phrase a"Customer Query"). Company reserves the right, in its sole and absolute discretion, to refuse to undertake any
query that Company reasonably deems improper or unlawful.
3.2 Services and Rates. Based on Customer Queries, the Monitoring Service may contain information from the following available
sources: (1)print, (2) internet, (3)social media, and (4)broadcast monitoring(collectively, the"Materials"). Information provided
through broadcast monitoring shall also be referred to as"Broadcast Content." Materials provided through the Monitoring Service
constitute Content and are provided"AS IS."
(A) US Media Monitoring Services. Company takes no responsibility and assumes no liability for the obligations of third party-
provided Content received via the Company Technology. Customer acknowledges and agrees that Company is only acting as a
passive conduit for online distribution and publication of Materials from a third party. Customer may be required to agree to a third
party's terms of use in connection with its use of Materials.
(B) International Print Monitoring Services. For international print media monitoring services, Company may charge a fixed fee
as set forth on the applicable Order Form as well as a variable charge for delivery of certain articles. Items delivered to Customer
cannot be used as evidence in legal proceedings, in political activities or for any public display including, but not limited to,
marketing, advertising,endorsement. publicity, and educational exhibition. Certain items delivered to Customer via the Service may
only remain on Company's servers for a limited period of time pursuant to Company's agreements with its third-party providers.
After expiration of that time, certain copyrighted items may not be available for retrieval from the Service.
(i) Canadian Monitoring Services. Canadian Content is subject to additional restrictions as set forth below:
a. Users must be made aware of the any restrictions before being given access to the Canadian Content. In no
circumstances shall the aggregate responsibility of CEDROM-SNi and the copyright owner exceed the amount paid by
Customer under this Agreement.
b. Company is authorized to transfer to CEDROM-SNi or other licensors all relevant information about this Agreement. For
Materials for which electronic distribution rights are administered by CEDROM-SNi Inc. or other licensors, the authorization
granted herein is deemed to have been granted directly by CEDROM-SNi Inc. or other licensors and CEDROM-SNi Inc. or
other licensors shall benefit from the same rights and protections as the copyright owner.
c. If Customer subscribes to Canadian Monitoring Services and has more than five(5) Users, CEDROM-SNi requires a
license to be arranged with it directly. If Customer subscribes to Canadian Monitoring Services and is a Government
department or agency, Sun Media requires a license to be arranged with it directly. In the event Customer directly negotiates
an agreement with any broadcasters or representative print copyright collectives, copyright fees charged will be modified to
reflect this. In order to avoid extra charges Customer is required to notify Company of direct copyright agreements held and
provide copies of such agreements.
d. Certain services may have threshold limits and if Customer exceeds such limits, Customer shall remain responsible for
overage fees
(C) News Monitoring with LexisNexis. Company provides certain Materials to Customer through a partnership with LexisNexis, a
division of Reed Elsevier Inc. ("LN")via the Company Technology, and Content provided through this partnership is provided "AS
IS." LN-provided Content is subject to the LexisNexis Terms and Conditions, available online at
http://www,lexisnexis.com/terms/general.aspx and incorporated into this Agreement by reference or such other terms that Customer
has entered into with LN directly("LN Terms"). The LN Terms shall be deemed modified to the extent necessary to permit access
to the LN-provided Content through the functionality of the Company Technology. Customer is prohibited from accessing and using
LN-provided Content unless Customer has consented to the LN Terms. The LN Terms constitute a separate binding agreement
between LN and Customer, and LN has the right to assert and enforce the LN Terms directly on its own behalf. Company takes no
responsibility and assumes no liability for the obligations of LN as well as any LN-provided Content accessed via the Company
Technology. Customer agrees that Company is only acting as a passive conduit for online distribution and publication of LN-
provided Content that has been ordered by Customer from LexisNexis. LN's consent to the terms of this Agreement shall be
evidenced by providing Customer with the means to access the LN-provided Content. LN Content may be provided as part of or
separately from the Monitoring Service.
(D) Quickshare via LexisNexis Publisher. Company provides certain content sharing capabilities of LN-provided Content
("Quickshare")to Customer through a partnership with LN via the Company Technology, but only if Customer subscribes to such
Quickshare service. Customer is permitted to publish or distribute LN-provided Content internally to the specified number of
recipients listed on the Order Form through daily newsletters, email transmission, and/or through Customer's intranet. For purposes
of this paragraph, "internal" includes Customer and its Affiliates.
(E) Social Media Monitoring Services. In conjunction with its partners, Company provides social media monitoring services
directly by email and via the Company Technology. Social media monitoring charges consist of a fixed fee based on the number of
media categories that Company tracks and Customer's article volume. This fee is tiered based on the Parties' agreed estimate of
Customer's usage. Company reserves the right to conduct periodic actual usage audits to determine Customer's actual volume. If
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Customer's audited volume exceeds the tier applicable to its usage, Company will invoice Customer for the overage amounts
and/or Company will cease providing Content above such volume. Company may need administrative access to Customer's social
media platform(s)in order to provide social media monitoring services.
(1) Certain Content may be provided by Twitter("Twitter Data"), and by using such Content Customer agrees to the Twitter
Terms of Service located at www.twitter.com or such other terms that Customer has entered into with Twitter directly("Twitter
TOS"). If Customer uses the Services to create content for or post content to the Twitter service,then Customer agrees to be
bound by the Twitter privacy policy located at www.twitter.com ("Twitter Privacy Policy"), and the Twitter Rules located at
www.twitter.com ("Twitter Rules"). Company may immediately terminate Customer's access to and continued retention of such
Content if Company or Twitter reasonably believes that Customer is not in compliance with the Twitter TOS, Twitter Rules or
Twitter Privacy Policy.
(ii) Certain Content may be provided by YouTube("YouTube Data"), and by using such YouTube Data, Customer agrees to be
bound by the YouTube Terms of Service located at https://www.youtube.com/t/terrns or such other terms that Customer has
entered into with YouTube directly("YouTube TOS"). Company may immediately terminate Customer's access to and
continued retention of YouTube Data if Company or YouTube reasonably believes that Customer is not in compliance with the
YouTube TOS.
(F) Broadcast Monitoring Services.
(i) Company provides Broadcast Content through a partnership with a third-party provider. Notwithstanding anything in this
Agreement to the contrary, Customer and Users may: (1)use the Broadcast Content only for Customer's internal use and the
purposes of private, non-commercial criticism, comment, news reporting,teaching, scholarship, or research; (2)distribute the
Broadcast Content only within Customer's organization in digital copy or link distribution through e-mail, as permitted by the third
party's software; (3)not publicly distribute, broadcast,transfer, display, or otherwise publicly exhibit any part of the Broadcast
Content by any means, including posting clips to a public Web site on the Internet; (4)not resell, redistribute,download,or store
Broadcast Content, other than as permitted in this Section; (5)not create derivative works from, copy and paste links, resell,
reverse engineer or otherwise redistribute to third parties the Broadcast Content or the third party's software, and(6)use
Broadcast Content for up to twenty-eight(28)days after the original broadcast date, unless otherwise specified herein or
permitted in the third party's software. Customer and Users must use best efforts to prevent unauthorized copying or distribution
of the Broadcast Content.
(ii) Company provides Customer with information on subjects that Customer selects from broadcast sources, and Broadcast
Content is provided"AS IS."Company will stream clips or links for twenty-eight(28)days from the original broadcast air date,
unless Customer purchases a"download"or a"stream." Digital preview clips within the Company Technology may be viewed up
to one-hundred(100)times per clip on the Full Player; content outside of the Company Technology may be viewed twenty-five
(25)times per clip on the modified Skinny Player. Broadcast monitoring fees consist of a negotiated, fixed, nonrefundable fee
based on Customer's estimate of its clip volume. Notwithstanding the foregoing, certain download or streaming functionality may
not be available if such functionality is or becomes restricted by the third-party provider of such Broadcast Content or by law or
by regulation.
(iii) Volume Pricing for Clip Packages. Fees for Broadcast Content are charged as set forth on an Order Form, however,
Customer may obtain volume pricing on clip packages by pre-paying for a number of clips,which is non-refundable. Packages
expire at the end of the Service Term, and clips must be used during the Service Term. If Customer's usage exceeds the
package volume,then Company will invoice Customer for the overage amounts. Customer agrees to pay taxes, special
services, out of market, special rush, archival, or product license fees in addition to the contractual rate, if applicable.
3.3 Usage.
(A) Customer can access the text(or portions of the text)and video clips containing the Customer Queries through the Company
Technology. Using the Services'functionality, Customer may e-mail text and/or hyperlinks viewable within the Services to
Customer's employees, agents, contractors or clients(in the case of agencies who use the Services on behalf of a client)("Allowed
Recipients")solely for use in relation to Customer's or client's(in case of agencies who use the Services on behalf of a client)
internal business purpose.
(B) Unless otherwise authorized in this Agreement, neither Customer nor Allowed Recipients may(a)resell any text or video clips
supplied hereunder(including any portion thereof); or(b)distribute or transfer, by any means whatsoever, any text or video clips
received via the Services(or copies thereof), to any person, organization or institution other than Allowed Recipients. Customer
warrants that text or video clips provided to Customer through the use of the Services will not be resold, republished or otherwise
systematically distributed to third parties in any form, including but not limited to via an intranet, extranet or internet site.
Notwithstanding anything to the contrary in this Agreement, Customer may,via the Company Technology, post, in electronic format,
text, reports or the like, received via the Services to an intranet site for access and use solely by Allowed Recipients.
(C) Customer acknowledges and agrees that in providing the Monitoring Service and Content, Company is not responsible for the
substance,text or subject of any such Content.
(D) Customer acknowledges and agrees that the Content monitored by Company is subject to copyrights owned by third parties.
Company does not imply, represent or warrant, by virtue of supplying information incorporating Content, that Company holds or
grants any license to use any text, video clips or graphics provided, including news mentions or links to such mentions. Customer's
use of any text, video clips or graphics provided hereunder, other than in accordance with the terms set forth herein, shall be at
Customer's sole risk and expense.All items are protected by copyright owned by the copyright owner or licensor.
(E) Customer's use of Content may be subject to restrictions imposed by one or more third-party copyright owners, and Customer
agrees that it shall comply with any such restrictions.
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(F) Company does not represent or warrant that any specific source will be monitored by Company or represent that any amount of
Content will be delivered through the Company Technology. Company reserves the right to change the sources that it monitors at
any time. Certain sources may limit Customer's ability to view content or access links through the Services. Customer agrees that it
shall comply with any such restrictions.
(G) If Customer provides users in the United Kingdom ("UK")with access to the Monitoring Service and receipt of NLA Content,
then Customer shall:
(i) Obtain a license for any NLA Content accessed using the Services directly from the Newspaper Licensing Agency("NLA")
for such UK Users,
(ii) Unless licensed by the NLA, not further reproduce, copy, distribute, display, sell, publish, broadcast, circulate, deliver or
transmit NLA Content either internally or to any third party(with the exception of licensed Public Relations Consultancies and/or
Trade/Professional Associations)so as to infringe the intellectual property rights vested in the NLA;
(iii) Not remove, conceal or alter any copyright notices contained on or within the NLA Content as accessed or delivered;
(iv) Not store NLA Content in electronic form as part of any library or archive of information other than within the Services; and
(v) Provide a statement when requested by Company setting out the number of permitted Users within Customer's organization
in the UK.
(H) UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, DOWNLOADING, REPRODUCTION, REDISTRIBUTION, OR
REPUBLICATION OF THE CONTENT AND COMPANY DATA IS SOLELY AT CUSTOMER'S OWN RISK. COMPANY AND ITS
THIRD-PARTY PROVIDERS WILL NOT BE LIABLE FOR CUSTOMER'S SUBSEQUENT USE OR DISTRIBUTION OF THE
CONTENT OR COMPANY DATA.
3.4 Additional Representations and Warranties.
(A) Print and Internet Monitoring. ALTHOUGH COMPANY WILL MAKE EVERY EFFORT TO PROVIDE A COMPLETE AND
RELIABLE MONITORING SERVICE, IT CANNOT GIVE CREDIT FOR MISSED OR INCORRECT ARTICLES. COMPANY MAKES
NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE ORIGIN, ACCURACY,
CORRECTNESS. COMPLETENESS, SUBJECT MATTER, CONTENT, OR EDITORIAL APPROACH OF ANY CONTENT, OR THE
QUALITY OF SCANNED MATERIALS.
(B) Broadcast Monitoring. COMPANY CANNOT MAKE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
ACCURACY OF BROADCAST CONTENT OR TELEVISION TEXT BECAUSE IT USES CLOSED-CAPTIONING OF PROGRAMS,
WHICH IS NOT ALWAYS IDENTICAL TO THE LITERAL TRANSCRIPTION OF A BROADCAST. CUSTOMER ACKNOWLEDGES
THAT CLOSED-CAPTIONING IS SUBJECT TO OCCASIONAL CAPTION ERRORS, MISSPELLINGS, AND GARBLING.
(C) Social Media Monitoring. SOCIAL MEDIA MONITORING SERVICES ARE PROVIDED TO CUSTOMER"AS-IS."COMPANY
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND AND NATURE CONCERNING THE SOCIAL
MEDIA MONITORING SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. SPECIFICALLY,
COMPANY DOES NOT WARRANT THAT THE SOCIAL MEDIA MONITORING SERVICES WILL BE ERROR FREE
COMPLETELY SECURE, OR OPERATE WITHOUT INTERRUPTION.
4. HELP A REPORTER OUT SERVICE
4.1 HARO. This section sets forth the terms and conditions governing the provision and Customer's use of Company's service linking
information sources to reporters and bloggers currently known as HARO or HelpAReporterOut("HARO").
4.2 Types of Memberships There are two types of memberships in HARD: Journalist Members and Source Members. The scope of
Customer's access to the site is dependent upon the member type. Journalist Members log onto the Journalist home page and post a
query("HARO Query")which is given an anonymous email address. Source Members receive email listings of HARO Queries
submitted by Journalist Members. If a Source Member has relevant information which he or she believes, in good faith, can assist the
Journalist Member with regard to the specific HARO Query, then the Source Member may provide that information in response. The
Source Member may not respond if the information is not in specific response to the HARO Query and the Source Member may not
utilize any information contained within the HARO Query for any other purpose. Source Members may forward HARO Queries to
others, but Source Members shall not post HARO Queries on blogs, Web sites or any similar venue. Customer shall not harvest
Journalist Member email addresses for any reason.
4.3 Additional Disclaimers Company does not represent or warrant any information regarding the identity of any Journalist or Source
Member with whom Customer may interact in the course of using the HARO service. Additionally, Company does not verify the
authenticity of any data which Journalist or Source Members provide about themselves or relationships such individuals may describe.
Customer shall not falsely state, impersonate, or otherwise misrepresent its identity, including but not limited to the use of a pseudonym
in posting or responding to HARO Queries. Company is not liable for the deletion, corruption or failure to post, store and/or forward any
messages or other content(and/or to do so in a timely manner), including without limitation HARO Queries maintained or transmitted by
the Services.
5. Cision Impact
5.1 Company provides reports measuring the reach and impact of earned media and other corporate communications. Fee for Cision
Impact services consist of a fixed fee based on the number of URLs that Company tracks. This fee is tiered based on the Parties'
agreed estimate of Customer's usage. Company reserves the right to conduct periodic actual usage audits to determine Customer's
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actual volume. If Customer's audited volume exceeds the tier applicable to its usage, Company will invoice Customer for the overage
amounts and/or Company will cease providing Content above such volume.
5.2 To enable client website(s)conversion events and visitation metrics in Cision Impact, Company may provide to Customer
JavaScript code, object code, or other code to implement within Customer's website properties("Distributed Code"). Company grants
Customer, during the Service Term, a non-transferable, non-exclusive license, to install, implement, and use the Distributed Code on
Customer sites. Customer retains complete control over the installation and configuration of Distributed Code on each Customer site
and therefore Customer, and not Company, is responsible for any and all loss or damages related to or resulting from the use of the
Distributed Code. Following the termination or expiration of this Agreement or any Service Term for Cision Impact, Customer must
remove and delete all copies of the Distributed Code.
5.3 DISTRIBUTED CODE IS PROVIDED"AS-IS"WITHOUT ANY REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS
OR IMPLIED, INCLUDING,WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR AGAINST INFRINGEMENT. SPECIFICALLY, COMPANY DOES NOT WARRANT THAT THE CISION IMPACT
SERVICES WILL BE ERROR FREE.. COMPLETELY SECURE, OR OPERATE WITHOUT INTERRUPTION. NOTWITHSTANDING
ANY PROVISION OF THE MSA TO THE CONTRARY, EXCEPT FOR CLAIMS RELATED TO PERSONAL INJURY OR PROPERTY
DAMAGE CAUSED SOLELY BY COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, COMPANY'S ENTIRE
LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION
WITH THE DISTRIBUTED CODE, REGARDLESS OF THE CAUSE OF ACTION,WHETHER IN CONTRACT OR IN TORT
(INCLUDING WITHOUT LIMITATION, BREACH OF WARRANTY AND NEGLIGENCE CLAIMS)SHALL BE LIMITED TO
CUSTOMER'S ACTUAL, AWARDED DIRECT DAMAGES, NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER
WITH RESPECT TO THE CISION IMPACT SERVICES DURING THE TWELVE(12) MONTHS IMMEDIATELY PRECEDING THE
MONTH IN WHICH THE CAUSE OF ACTION AROSE. IN CONNECTION WITH THE CISION IMPACT SERVICES AND THE
DISTRIBUTED CODE, IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR DIRECTORS, AGENTS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, SUCCESSORS OR AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR(1)ANY CLAIMS OR
DEMANDS OF THIRD PARTIES; OR(2)ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT
DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANTICIPATED PROFITS, LOSS OF REVENUE, ECONOMIC
LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT,
OR INTERRUPTION OF BUSINESS,WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
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Cision US Inc.
I S 10 N 1 Prudential Plaza, 7th Floor
130 E Randolph Street
Chicago, IL 60601
Tel:312.922.2400
Fax: 240.559.0892
Order Form
Reference No: Q-266955
Salesperson: Marissa Asfour, marissa.asfour@cision.com
Created: June 26, 2018
Quote Expiration: June 29, 2018
This Order Form ("Order Form") is entered into and effective as of the date of the Customer's signature below, between Cision US Inc
with its principal place of business at 130 E Randolph Street, Chicago, IL 60601 ("Company")and City of Kent,Washington with its
principal place of business at 220 Fourth Avenue South, Kent,WA 98032 USA("Customer"). This Order Form is governed by the
Master Services, Master Subscription or Subscription Agreement by and between Company and Customer(the"MSA")(collectively,
the Order Form and MSA shall form the"Agreement"). Capitalized terms used in this Order Form shall have the meaning assigned to
them in the MSA, unless otherwise defined herein. In the event of any conflict or discrepancy between the MSA and this Order Form,
the Order Form shall control.
Shipping Information
INFORMATION ON • SHIPPING INFORMATION
Company: City of Kent,Washington
Shipping Address 220 Fourth Avenue South Kent WA, 98032 Shipping Street Address:
USA
City: State:
Zip: Country.
Name Dana Neuts First Name:
Last Name:
Phone: 253-853-5714 Phone:
E-mail: dneuts@kentwa.gov E-mail
Billing Information
BILLING INFORMATION ON FILE INDICATE CHANGES TO BILLING INFORMATION
Company: City of Kent, Washington This is a residential address.
Billing Address: 220 Fourth Avenue South, Kent,WA 98032 USA Billing Street Address:
City: State:
Zip Country:
Invoice Contact Name: Dana Neuts Invoice Contact Name:
Invoice Contact Phone: 253-856-5714 Invoice Contact Phone:
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Invoice Contact E-mail:dneuts@kentwa.gov Invoice Contact E-mail:
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SERVICES
Q Ordered Service Term
1 Cision Comms Cloud- North America Influencer Database 24 Month(s)
1 Influencer Module 24 Month(s)
1 Email Campaigns 24 Month(s)
1 HARO within Cision Communication Cloud 24 Month(s)
1 News OnDemand: Upgrade to International monitoring 24 Month(s)
1 Analytics Automatic Toning 24 Month(s)
1 Social Media Monitoring: Up to 120,000 results per year 24 Month(s)
1 2018 One Time Special Offer- Free Broadcast Monitoring 24 Month(s)
1 Broadcast Monitoring: US 24 Month(s)
1 News OnDemand: Online Monitoring North America 24 Month(s)
1 News OnDemand Royalty Fee 24 Month(s)
1 News OnDemand: Streams 24 Month(s)
PRICING*Tota I
$18,800.00
Note: The Prices above do not include taxes and travel expenses. Taxes are charged based on the state listed in the Shipping
Information section above. Invoices will reflect any such taxes collected or any pre-approved travel expense amounts.
If a duration of time is listed in the Service Term, then the Service Term will begin on the date of Customer's signature below and
continue for the duration. If dates are listed in the Service Term, then the Service Term will begin on the first date listed, unless
Customer signs after such date, then Company will adjust the Service Term to start on the date of Customer's signature below.
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Payment Information
Total Agreement Amount: $18,800.00
Payment Plan: Annual
Installment Amount: $9,400.00
This payment plan consists of equal annual invoiced payments totaling the amount of the contract(plus applicable sales tax and
handling fee). The first invoice will be generated at the time the contract is received and processed;the remaining invoices will be
generated at the inception of the subsequent term year(s).
Payment Type: Invoice
Payment Terms: Net 30.Invoices shall be delivered via email to the'Invoice Contact E-mail'in the billing Information section above.
Company Information
Are you Tax Exempt? If yes, please check
here
If your organization is tax exempt, we require a valid tax exemption certificate from your state. Please email a copy of your
certificate to your sales representative. We will not be able to process your order until this certificate has been received.
Are you a government entity?If so,which level:
If your organization requires a P.O. number on invoices issued by Company, please provide the P.O. number below. Failure to provide
such information acknowledges that no P.O. number is required and all invoices will be paid in accordance with the Agreement.
P.O.Number
System Manager
Please provide contact information for the person who will manage your system.
Name: Dana Neuts
Email Address: dneuts@kentwa.gov
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Product Overview
The following products are included in this Order Form:
Cision Comms Cloud - North America Influencer Database
Access to our North American media contacts, outlets and editorial opportunities for one user. Provides premium pitching tips including
preferred contact methods, topics of interest, biographical information and personal pet peeves.
Influencer Module
Access to blogs, bloggers and Influencer Search functionality
Email Campaigns
Additional email tracking functionality including reader interaction statistics and automated activity tracking.
HARO within Cision Communication Cloud
Access to real-time media opportunities, straight from journalists, on a deadline needing a source.
News OnDemand: Upgrade to International monitoring
Upgrade your News OnDemand package to international content.
Analytics: Automatic Toning
Automated toning of articles on a three point scale
Social Media Monitoring: Up to 120,000 results per year
Monitor millions of blogs, social media sites and Twitter. Limit of up to 120,000 Twitter hits per year.
2018 One Time Special Offer - Free Broadcast Monitoring
One-time promotional discount for complimentary broadcast monitoring
Broadcast Monitoring: US
Monitor the closed-caption text from all national and cable news television programs as well as local coverage in all 210 US markets.
Includes Radio monitoring. Receive video snippets of your coverage with tools to easily edit, share and archive coverage.
News OnDemand: Online Monitoring North America
Coverage of tens of thousands of North American news websites and the Associated Press.
News OnDemand Royalty Fee
Royalty fees for online content.
News OnDemand: Streams
An easy-to-use dashboard that enables you to quickly monitor and share news, and directly engage with influencers.
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Signed by each Party's authorized representative.
0atdS16nisey. or fAw*Washington
- �$r,I�VtS `/a bS RI—K J--
0 6AB400... r C2E457_.
Chris vamos Derek Matheson
Printed Name Printed Name
7/31/2018 7/30/2018
Date Date
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