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Business Wire is PR foundational must-have for businesses. Announcing key moment-in-time through Business Wire boosts your companies visibility to the media as well as through Google Search. Through its increased social and analytical capabilities, PR professionals can also more accurately report on Business Wire's distribution and pick up. Great first step in a solid PR strategy.

Emma C. Business Wire Member

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Business Wire Terms and Conditions

Effective As Of 22 March, 2018

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE, REGISTERING TO BECOME A MEMBER AND USING THE SERVICES

Welcome to www.businesswire.com. This Website is owned and operated by Business Wire, Inc.  These Terms (as defined below) are important so please read them carefully.

Part 1 will always apply when You use this Website. 

Part 2 will apply where You register to be a Member and wish to order Services. 

If You do not agree to these Terms please do not use this Website, register to become a Member and/or order Services.

Business Wire reserves the right to change these Terms at any time and You should print a copy of these Terms for Your records.  You should check back regularly to see if they have changed as they will be effective from the next time that You access this Website or the Services and Your continued use of this Website and the Services shall indicate Your acceptance of any change.  Business Wire will make every effort to communicate these changes to You by notification on this Website or by email.

PART 1: GENERAL

1 DEFINITIONS AND INTERPRETATION

1.1 In these Terms the following words and expressions have the following meanings:

"Account"

the account You set up when You register on the Website.

"Applicable Law"

all national, supranational, foreign or local laws (including case law), legislation, statutes, statutory instruments, rules, regulations, edicts, by-laws or directions or guidance from government or governmental agencies including any rules, regulations, guidelines or other requirements of relevant regulatory authorities which have the force of law together with any industry codes of practice in effect from time to time.

"Business Wire"

Business Wire Europe Limited incorporated and registered in England and Wales with company number 4171920 whose registered office is at c/o Business Control Limited, Red Lion Yard, Odd Down, Bath, Somerset BA2 2PP, United Kingdom.

"Change of Control"

that a person who had Controlled any person ceases to do so, or another person acquires Control of such a person, unless such Change of Control happens for the purpose of a solvent voluntary reconstruction or amalgamation.

"Charges"

the charges calculated in accordance with Business Wire’s price list at the date of performance. 

"Confidential Information"

includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including information about business, customers, finances, revenue and technical information.  Confidential Information does not include Your Content.

"Content"

any text, images, graphics, sounds, videos, films, logos, information or other materials.

"Contract"

any contract between Business Wire and You for the provision of Services, incorporating these Terms.

"Control"

that a person possesses, directly or indirectly, the power to direct or cause the direction of the affairs and policies of the other person (whether through  ownership or  share capital, possession of voting power, ability to appoint directors,  contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly

"Force Majeure Event"

any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under these Terms including act of God, fire, flood, lightning, compliance with any law or governmental order, rule or regulations, war, revolution, act of terrorism, riot or civil commotion, strikes, lockouts or industrial action, failure of the internet, power, equipment or other services, failure of sub-contractors and/or suppliers.

"Inappropriate Content"

any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or could otherwise reasonably be considered as inappropriate. 

"IPR"

any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Member"

where You register for Membership in accordance with Part 2 of these Terms.

"Membership"

membership of Business Wire's global press release distribution service and other related services.

"Membership Term"

has the meaning given to that term in Clause 2.2 of Part 2 of these Terms.

"Order"

means an order from You to Business Wire for the supply of Services using the order form available on the Website and accessible via Your Account.

"Request for Membership"

has the meaning given to that term in Clause 1.2(a) of Part 2 of these Terms.

"Services"

the services made available to You through the Website as part of Your Membership via Your Account (as more particularly described on the services section of the Website).

"Terms"

these terms and conditions.

"Website"

the internet site at the domain www.businesswire.com and all its subdomains.

"You", "Your" or "Yourself"

(a) an individual acting in a commercial capacity who accepts these Terms; or (b) the company or trading entity on behalf of which an individual accepts these Terms.

 

1.2          Drafting Conventions

(a)           The headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of these Terms. 

(b)          Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.

(c)           The words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

(d)          References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification) which are in force as at the date of these Terms.

2              PURPOSE OF THE WEBSITE

2.1          The Website is limited to submission of news releases for distribution via Business Wire Connect, retrieving RSS feeds, and the reading of releases, marketing and other materials.

2.2          Business Wire operates the Website as it sees fit and in its sole discretion. Business Wire shall have total control over the Website's appearance, structure, Content, functionality and user interface and over the placing of Content within the Website.

2.3          Business Wire may change, modify, amend, add to or remove from the Website from time to time at its discretion without notice to You provided that the Website shall always be capable of meeting its purpose described in Clause 2.1 of Part 1 of these Terms.

3             YOUR OBLIGATIONS AND WARRANTY

3.1          You warrant that You have the necessary authority to bind Your company or trading entity.

3.2          Access Conditions

(a)           As a condition of these Terms, when accessing and using the Website, Your Account and the Services (if applicable), You must not:

(i)            attempt to undermine the security or integrity of the Website, Business Wire's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks.  Business Wire will report any security breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Your identity to them;

(ii)           use, or misuse, the Website or the Services (if applicable) in any way which may impair the functionality of the Website or the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Website or the Services;

(iii)          attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Website and the Services are hosted;

(iv)          transmit, or input into the Website or the Services, any files or data that may damage any other person's computing devices or software, any Inappropriate Content, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use);

(v)           create links to the Website unless Business Wire gives You prior written consent; 

(vi)          attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation and other than as permitted by law;

(vii)         impersonate any other person while using the Website;

(viii)        conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website; or

(ix)          use the Website for any unlawful purpose.

(b)          You acknowledge that You are authorised to use the Services and the Website and to access, provide and disclose the information and data that You input into the Service.

4              PERSONAL DATA

4.1          From time to time, Business Wire collects stores and uses personal information collected from visitors to the Website.  All processing of personal information is done in accordance with current UK data protection legislation.  Please read Business Wire's Privacy Policy (https://www.businesswire.com/portal/site/home/privacy/) for details of Business Wire's collection and use of personal data and Your access and correction rights to any data held about You.

5              DISCLAIMER

5.1          The provision of, access to, and use of, the Website is on an "as is" basis.

5.2          It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

5.3          You are responsible for Your use of the Website and the Services and for ensuring that such use is compliant with Applicable Law.

5.4          Business Wire does not warrant or represent that any particular results or outcomes will be achieved through use of the Services.

5.5          Business Wire will use reasonable endeavours to make the Website and Services available at all times but does not warrant or guarantee that the Website or Service will always be available or that they will be uninterrupted or error free.

5.6          If You have any technical problems with the Website, You must make all reasonable efforts to investigate and diagnose problems before contacting Business Wire.  If You still need technical help, please check the support provided online by Business Wire on the Website or failing that email websupport@businesswire.com.

5.7          Business Wire uses industry standard security processes and procedures to protect the Website against viruses, worms, Trojan horses, malware and other disabling devices but Business Wire cannot guarantee that the Website will be free from the same or totally secure.

5.8          Business Wire shall have no liability for any errors, omissions, inaccuracies or misleading statements or representations in any Content or instructions provided to Business Wire in connection with the Services, or any actions taken by Business Wire at Your direction.

5.9          Except as set out in these Terms, Business Wire gives no warranty about the Website or the Services.  Without limiting the foregoing, Business Wire does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose.

5.10        Business Wire accepts no responsibility nor liability whatsoever, for any claims, costs, losses, expenses or damages howsoever arising whether direct, indirect or consequential in respect of any omissions or consequences of actions taken by You based on any information, opinions or advice contained within the Website.

5.11        All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of satisfactory quality, fitness for purpose and title.

6              HYPERTEXT AND COOKIES

6.1          Where the Website is linked to any website operated by any third party, Business Wire accepts no responsibility or liability arising in respect of any content, information or transaction on or carried out on such third party website.  The presence of a link on the Website shall not be deemed to be a recommendation or endorsement of such third party website by Business Wire.  Your dealings with third party websites are solely between You and the applicable third party and You should read their terms and conditions and policies before using them.

6.2          You may create Your own reference to this Website, provided that Your reference is in a text-only format.  You may not use any link to this Website as a method of creating an unauthorised association between an organisation, business, person, event, goods or services and Business Wire (including, for the avoidance of doubt www.businesswire.com), and agree that no such link shall portray Business Wire or any Business Wire company (or any of their activities, products or services) in a false, misleading, derogatory or otherwise objectionable manner.  Business Wire reserves the right to withdraw permission to use links to the Website at any time.

6.3          www.businesswire.com uses cookies.  Please read Business Wire's Cookie Policy (https://services.businesswire.com/documents/20922/5905992/BW+Cookie+Policy+02202018.pdf/5ecb5925-174d-46f7-9163-d03c27ff5c08) and Privacy Policy (https://www.businesswire.com/portal/site/home/privacy/) for further details.

7              INTELLECTUAL PROPERTY RIGHTS

7.1          All IPR contained in and pertaining to the Website, the Services and any documentation relating to the Services, including any trademarks an business names used on the Website, copyright in any Content (including any Content produced by Business Wire during the course of providing the Services to You) and rights in any data contained on the Website are owned by or licensed to Business Wire.  You are not given any right to use any IPR contained in or pertaining to the Website otherwise than as expressly permitted in these Terms or by law.  Any transfer, sale, distribution, reproduction, copying or modification of any material contained on the Website (in whole or in part) is strictly prohibited other than with the prior written consent of Business Wire.

7.2          Except as expressly in these Terms, no rights to, or in, any IPR in respect of the Website, the Services, Content or any documentation is granted to You.

7.3          You agree that Business Wire is free to use any comments, information or ideas contained in any communication You may send to Business Wire without compensation, acknowledgement or payment to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Website, products or services.

7.4          You grant Business Wire a royalty-free, limited, revocable licence to display and use to, Your logo, trademark, business name or any other IPR in any Content which You provide to Business Wire on the Website   and to provide the Services to You.

7.5          You warrant that any Content provided by You to Business Wire does not infringe the IPR or other rights of any third party and You are responsible for ensuring that any Content that You provide within the Website or as part of Your Membership or in relation to the provision of the Services is accurate, complete, truthful and compliant with all Applicable Laws. 

8              INFRINGEMENT AND INDEMNITY

8.1          Business Wire reserves the right to remove any Content You upload or post onto the Website if, in its opinion, such material infringes or is likely to infringe the IPR of any third party.

8.2          Business Wire will not be responsible or liable to You for the Content or accuracy of any material uploaded or posted by any other user of this Website.

8.3          You agree to indemnify Business Wire (who shall have no duty to mitigate its loss) in full and on demand and keep it so indemnified against all claims, demands, actions, proceedings and all direct and indirect damages, losses, costs and expenses (including without limitation legal and other professional advisers' fees, economic loss, loss of profit, future revenue, reputation, goodwill, anticipated savings) and any consequential loss made against or incurred or suffered by Business Wire and whether wholly or in part resulting directly or indirectly from any claim that the Content of any material uploaded or posted onto this Website infringes the IPR of any third party.

8.4          If You believe that the Content of any material uploaded or posted onto this Website infringes Your IPR, please notify Business Wire at legal.administration@businesswire.com

9              LIABILITY

9.1          This Clause 9 sets out the entire liability of Business Wire under or in connection with these Terms including any liability for the acts or omissions of its employees, agents and sub-contractors and in respect of:

(a)           any breach of these Terms;

(b)          any use made by the You of the Services and Website; and

(c)           any representation, statement or tortious act or omission (including negligence).

9.2          Nothing in these Terms excludes either party's liability for:

(a)           death or personal injury caused by their negligence; or

(b)          fraud or fraudulent misrepresentation; or

(c)           any liability which cannot be legally excluded or limited.

9.3          Subject to Clause 9.2 Business Wire is not liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with these Terms or any Services provided to You for any business losses that You may incur, including but not limited to, loss of data, loss of profits, loss of goodwill, pure economic loss, corruption of data or information or business interruption, in each case whether direct or indirect.

9.4          Business Wire shall not be liable for any losses or damage that anyone (including any consumers) may suffer as a result of relying on Content provided by You.

9.5          Neither party will be liable for any indirect, special or consequential loss or damage arising out of or in connection with these Terms, howsoever arising.

10           BARRING FROM THE WEBSITE

Business Wire reserves the right to bar You from the Website and/or restrict or disable Your access or use of any or all elements of the Website, on a permanent or temporary basis at Business Wire's sole discretion.

11           GENERAL

11.1        Language: These Terms and all communications between You and Business Wire will be in English.

11.2        Rights and Remedies:  Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

11.3        Conflict: If there is an inconsistency between any of the provisions in these Terms and any relevant section of the Website, the provisions in these Terms shall prevail.

11.4        Entire Agreement: These Terms, and any documents or sections of the Website referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.  Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

11.5        Waiver and Variation: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach.  No waiver will be effective unless made in writing.

11.6        Events Beyond Our Reasonable Control: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to a Force Majeure Event.

11.7        No Assignment: You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

11.8        Rights of Third Parties: No person who is not a party to these Terms shall have the right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights granted or benefits enjoyed under these Terms.

11.9        Severability: If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.10     Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission.  Notices to Business Wire must be sent to Business Wire Europe Limited c/o Business Control Limited, Red Lion Yard, Odd Down, Bath, Somerset BA2 2PP, United Kingdom (with a copy to Business Wire, Inc, 101 California Street, 20th Floor, San Francisco, CA 94111, United States (FAO the General Counsel)) or to any other email address notified by email by Business Wire.  Notices to You will be sent to the email address provided when registering Your Account and if You do not have an Account, then You will need to provide Business Wire with an email address for communication.

11.11     No Partnership: Nothing in these Terms is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other.

11.12     Governing Law and Jurisdiction: These Terms and any issues, disputes or claims arising out of or in connection with them or their subject matter or formation (whether contractual or non-contractual in nature such as claims in tort from breach of statute, regulation or otherwise) shall be governed by and construed in accordance with the laws of England and Wales.  All disputes or claims arising out of or relating to these Terms or their subject matter or formation shall be subject to the exclusive jurisdiction of the English and Welsh Courts to which the parties irrevocably submit.

 

PART 2: MEMBERSHIP AND SERVICES

1              MEMBERSHIP AND CREATION OF AN ACCOUNT

1.1          This Part 2 applies where You are a Member.

1.2          To become a Member, You must:

(a)           complete the registration form on the Website ("Request for Membership"); and

(b)          agree to and accept:

(i)            these Terms; [and

(ii)           the Privacy Policy.]

1.3          Upon receipt of the Request for Membership, Business Wire shall undertake its own due diligence to ensure Your suitability to become a Member. Where Business Wire approves Your Request for Membership, Business Wire shall issue You with written confirmation (which may be by email) to the contact details provided in Your Request for Membership.

1.4          Business Wire (in its sole discretion) reserves the right to reject any Request for Membership if it deems You to be unsuitable for Membership.

1.5          You must register an Account with Business Wire to use the Services.

1.6          You may make copies of Your information contained in Your Account in any format and in doing so, You may make copies of reasonable portions of the Website and the Content of the Website and Your Account.

1.7          When You create Your Account on this Website, You will be required to create a username and password.  You must ensure that Your username and password are kept secure and confidential.  You must immediately notify Business Wire of any unauthorised use of Your password or any other breach of security.  You are responsible for any activity on Your Account.  It is Your sole responsibility to monitor and control access to and use of Your Account and password.  You must take all other actions that Business Wire reasonably deems necessary to maintain or enhance the security of Business Wire's computing systems and networks.

1.8          You acknowledge and agree that Business Wire may suspend Your Membership and access to Your Account in the event Your Account has been inactive for a period of six (6) months.  In such circumstances, You will need to contact your local Business Wire office or account representative to reactivate Your Membership and Your Account.  Business Wire may repeat the due diligence undertaken pursuant to Clause 1.3 above and shall be under no obligation to reactivate Your Membership and Your Account.

2              DURATION OF MEMBERSHIP

2.1          These Terms shall come into force on the date of Business Wire's written confirmation (sent pursuant to Clause 1.3 of this Part 2) and shall (subject to the provisions for earlier termination in this Part 2 or by operation of law) last for an initial period of 12 months (the "Initial Membership Term").  Thereafter, these Terms shall automatically renew for successive 12 month periods (each a "Renewal Period") provided:

(a)           all payments which are due and payable for Services provided have been received by Business Wire; and

(b)          neither party gives the other party written notice prior to the end of the then current 12 month period to terminate the Membership,

in which case these Terms and Your Membership shall terminate without payment of any compensation or damage due to such termination.

2.2          In these Terms, "Membership Term" means the Initial Membership Term, together with any Renewal Period, as applicable.

3              BUSINESS WIRE CONNECT

3.1          During the Membership Term, You may order and Business Wire shall supply the Services set out in each Contract.

3.2         You shall submit all requests for press release distribution and all related materials through Business Wire's  online ordering portal, “Business Wire Connect”. More information regarding Business Wire's security  can be found at https://services.businesswire.com/documents/20922/5713378/Security+Baseline+Commitment. You acknowledge that Business Wire does not guarantee the security of communications or data.

4              PROVISION OF SERVICES

4.1          Subject to payment of the Charges, Business Wire shall provide the Services to You in accordance with these Terms.

4.2          Business Wire shall provide the Services with reasonable care and skill and in accordance with applicable law.

4.3          Business Wire shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.4          Business Wire grants You the right to access and use the Services via the Website.  This right is non-exclusive, non-transferable, limited by and subject to these Terms.

5              YOUR OBLIGATIONS

5.1          Your Content

(a)

(i)            ensure that all Content is up-to-date, accurate, complete and not misleading; and

(ii)           provide any other information reasonably required by Business Wire to provide the Services.

(b)           You grant to Business Wire the right to distribute, display, reproduce, reformat, translate, archive, license, edit, modify and create derivative works and/or excerpts of any Content which You provide to Business Wire, as part of the Services and Business Wire’s other products and services (and the promotion of same).

(c)           You warrant and represent that:

(i)            the Content You provide within the Website and/or to Business Wire for the purposes of providing the Services:

(A)          is original, accurate, complete and truthful;

(B)          complies with all Applicable Laws;

(C)          does not infringe any IPR or other rights of any third party; and

(D)          does not contain anything defamatory or any viruses, scripts, macros or programs, or links to scripts, macros or programs;

(ii)           in providing and fulfilling the Services (in particular in arranging the distribution and publishing of Your Content) You and the Content will comply with all Applicable Laws and will not create any liabilities for Business Wire to any third parties (including any regulatory authority);

(iii)          You own or are an authorised licensee in the Content You provide within the Website and/or to Business Wire for the purposes of providing the Services;

(iv)          all recipients included on any distribution list You provide to Business Wire have expressly consented to receive advertising and/or promotional email messages from You.

(d)          Business Wire reserves the right to refuse any Content from You which it deems (in its absolute discretion) inappropriate or not properly sourced.

5.2          General Obligations

You shall in a timely and efficient manner:

(a)           follow all reasonable instructions of Business Wire from time to time and provide all necessary co-operation to Business Wire in connection with the Services;

(b)           provide Business Wire with all reasonable and necessary access to such information as may be required by Business Wire in order to provide the Services;

(c)           obtain and maintain all necessary licences, consents, and permissions necessary for Business Wire, its contractors and agents to perform their obligations under these Terms, including in particular to ensure that You have the consent of any individual whose information is entered into or processed by the Services to use such information in connection with the Services and for Business Wire, its contractors and agents to process such information; and

(d)           be solely responsible for procuring and maintaining its network connections or telecommunications links for accessing the Website and Services.

5.3          Indemnity

You shall indemnify, defend and hold harmless Business Wire, the members of its group and their respective directors, officers and employees in full and on demand (with no duty to mitigate their loss), from and against any and all liabilities, claims, demands, damages, losses or expenses (including reasonable legal and other professional adviser’s fees and disbursements), interest and penalties incurred by them howsoever arising whether wholly or in part resulting from Your breach of any of these Terms or any losses suffered by Business Wire as a result of Your use of the Services, including any costs relating to the recovery of any fees that are due but have not been paid by You whether or not such losses or the consequences of the breach or Your use of the Services were foreseeable at the date of the Contract.

6              CHARGES AND PAYMENT

6.1          Unless otherwise agreed by Business Wire, You will pay the Charges to Business Wire by credit or debit card, in relation to the Services provided under the first Contract.

6.2          Business Wire shall issue invoices to You in respect of the Services provided under the second and each subsequent Contract.  Business Wire may issue an invoice for the Charges on or at any time after performance.

6.3          You shall pay all invoices in full and cleared funds without any deduction, withholding or set off within 30 days of the date of the invoice.

6.4          All sums payable under each Contract are exclusive of VAT or any other applicable tax or duty which must be paid in addition at the rate and in the manner prevailing at the relevant tax point.

6.5          Unless other arrangements have been pre-approved, all payments shall be in Pounds Sterling by electronic transfer to such bank account as Business Wire may from time to time notify You with any applicable charges on such payments being at Your expense.

7              LIABILITY

Subject to paragraphs 9.2 to 9.5 of Part 1 of these Terms, the total liability of Business Wire in any 12 month period arising out of, or in connection with Part 2 of these Terms whether for negligence or breach of contract or howsoever arising shall in no event exceed the total Charges paid by You during the 12 month period immediately preceding the event giving rise to the claim. 

8              TERMINATION

8.1          You may cancel Your Membership by contacting legal.administration@businesswire.com.

8.2          Business Wire may cancel Your Membership at any time on giving You  written notice.

8.3          Either party may terminate Your Membership immediately on giving written notice where the other party:

(a)           commits a material breach of any of its obligations under these Terms which is incapable of remedy;

(b)          commits a material breach of any of its obligations under these Terms which is capable of remedy (including by non-payment of any fees) and fails to remedy the breach or persists in such breach after 30 days of having been required in writing to remedy or desist;

(c)           becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction.

8.4          Business Wire may terminate Your Membership and/or any Contract immediately on giving written notice to You in the event You undergo a Change of Control.

8.5          Either party may terminate a Contract immediately on giving written notice where the other party:

(a)           commits a material breach of any of its obligations under these Terms which is incapable of remedy;

(b)          commits a material breach of any of its obligations under these Terms which is capable of remedy (including by non-payment of any fees) and fails to remedy the breach or persists in such breach after 30 days of having been required in writing to remedy or desist;

(c)           becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction.

8.6          Termination of Your Membership will terminate all then current Contracts.  Termination of an individual Contract shall not affect Your Membership or any other Contract.

8.7          Where Business Wire has a right to terminate Your Membership, Business Wire may instead suspend Your use of Your Account, the Services or Website for any definite or indefinite period of time.

9              CONSEQUENCES OF TERMINATION

9.1          Termination of these Terms, Your Membership and each Contract is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.  

9.2          On termination of Your Membership:

(a)           You will immediately cease to be a Member;

(b)          Business Wire will suspend Your access to Your Account and Services and will remove Your Content from the Website (where applicable); and

(c)           both parties will destroy any Confidential Information of the other and all copies of it.

9.3          Clauses 5 (Disclaimer), 7 (Intellectual Property Rights), 9 (Liability) and 11 (General) of Part 1 of these Terms and Clauses 6 (Charges and Payment), 7 (Liability), 9 (Consequences of Termination) and 10 (Confidential Information) of this Part 2 of these Term survive the expiry or termination of Your Membership and each Contract.

10           CONFIDENTIALITY

10.1        Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms.  Neither party will, without the prior written consent of the other, use, disclose or make any Confidential Information available to any person, other than as contemplated by these Terms.

10.2        The provisions of Clause 10.1 shall not apply to any information which:

(a)           is or becomes public knowledge other than by a breach of this clause;

(b)          is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(c)           is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

(d)          is independently developed without access to the Confidential Information.