Terms & Conditions of Service

Definitions and interpretation: In this Agreement, unless the context requires otherwise, the following words have the following meanings:

"Agreement" this agreement (including any schedule or annexure to it and any document in agreed form) incorporating these Terms of Business together with all or Any of the Proposal, the Quotation and the Client Brief; "Articles" all and any cuttings, alerts, website links, transcripts, tapes and other materials provided by MediaMarket to Customer pursuant to this Agreement whether in paper, facsimile, electronic or any other form and "Article" shall mean any one of them, including without limitation, one cutting or one extract, "Business Day" a day other than a Saturday, Sunday or public holiday on which clearing banks are closed for business in Dublin; ''Commencement Date" the date on which this Agreement comes into effect being the date of the Client Brief or the date any Article or any part of the Services are provided whichever is the earliest; "Customer" the company or individual to whom the Services are to be provided as set out on the Client Brief; "Evaluation Report" any report provided by MediaMarket to Customer as required pursuant to a request from Customer; "Monitoring List" the publications including, without limitation, newspapers, periodicals, consumer magazines, trade, technical and business journals, websites, broadcasters and other providers, as appropriate to the Services ordered by Customer, which shall be monitored by MediaMarket for relevant Articles and from which the Articles shall be supplied; "Portal" Online database into which Articles supplied under the Services are delivered; "Services" the supply of the Articles or an Evaluation Report within the media requested by Customer, more particularly set out in the Client Brief; "MediaMarket" MediaWatch Limited whose registered office is at 28 Malahide Road, Dublin 3, "you" and "your" employees of Customer and/or other individuals acting on behalf of Customer, personal information relating to whom is supplied to MediaMarket.

Services: MediaMarket shall communicate to Customer a quotation setting out [amongst other things) the fees payable ("Quotation"). Customer may then offer to purchase the Services by confirming its order to MediaMarket by email or in writing, confirming the Quotation ("Order"). MediaMarket, on receipt of an Order may, at its sole discretion, accept the Order by sending to Customer a Client Brief ("Client Brief"). It is Customer's responsibility to verify that the precise words, phrases or subject matter in the English language on the Client Brief, in relation to which the Services are required, are correct. MediaMarket accepts no responsibility for the scope, content or number of Articles, which its review of the Monitoring List may produce, based on the precise words phrases or subject matter so stipulated. MediaMarket's acceptance and Customer's Order shall be given and made subject to the terms and conditions of this Agreement. No binding Agreement shall arise until Customer's Order has been accepted by MediaMarket and confirmed, in writing, byway of a Client Brief. MediaMarket shall provide to Customer the Services as detailed in the Client Brief. Delivery of the Articles and/or any Evaluation Report shall be made on a Business Day unless otherwise agreed between the parties. Articles are supplied from the current applicable Monitoring List, a copy of which is available from MediaMarket on request. Any Evaluation Report is prepared from the Articles supplied as a result of Customer's relevant Order or from articles supplied by the customer and any review or amendment of any Evaluation Report requested by Customer based on additional articles or items of information which were not made available by the customer or were not available at the time the report was completed, shall attract an additional fee. MediaMarket may update the Monitoring List from time to time as appropriate. Where Customer is an advertising agency or public relations company. Customer must submit separate Client Briefs in respect of each client that they are acting for.

Online Delivery of Service; If you have subscribed for an online delivery of the Services a Portal website will be created for that purpose. MediaMarket's acceptance of your Order gives you the right to access the Portal for accessing, searching, displaying and printing an a selective basis the Articles and/or Evaluation Reports stored from time to time therein for the Permitted Uses during the continuance of this Agreement. For this purpose the Permitted Uses are to allow access to the Portal for only the number of licensed users in Customer's organisation as permitted by this Agreement and to use the Portal only for the display of any Articles and Evaluation Reports held within it on screen and to print one copy only of such Articles and/or Evaluation Reports, as Customer requires in hard copy form. Customer is obliged to provide MediaMarket as soon as reasonably practicable on request with a statement stating the number of licensed users in Customer's organisation as permitted by this Agreement, and to confirm that Articles and/or Evaluation Reports have not been seen, used or otherwise dealt with by persons in excess of the number of licensed users. Customer is not permitted to use or allow the use of the Portal or any information held within it for any other purpose and in particular is not permitted to further copy or distribute copies of any Article or Evaluation Report held within it, or digitally store or create any digital archive of Articles; loan, copy or lease Customer's login information for the Portal; transfer Customer's subscription to any third party; or erase, move, delete, deface or otherwise interfere with any copyright notice appearing within the Portal or on any Article, Evaluation Report or other information appearing within the Ports!. It is Customer's obligation to ensure it holds any necessary or appropriate licences for its use of Articles and other information appearing within the Portal and to comply with the terms of such licences, and Customer indemnifies and agrees to keep indemnified MediaMarket in respect of loss or expenses (including without limitation legal expenses) becoming payable or incurred by it by reason of any third party claim or suit arising from any alleged failure of Customer in this regard.

Fees and payment terms; the fees for the Services are as set out on the Client Brief. Customer acknowledges that the fees are subject to change, at MediaMarket's reasonable discretion. All fees are exclusive of Value Added Tax and all other applicable taxes and duties unless otherwise expressly stated. In sourcing Articles for supply, or for the preparation of an Evaluation Report, MediaMarket will run a search of the Monitoring List for a minimum of one month but will continue to run such searches until the requirement for the Services is terminated in accordance with this Agreement. Accordingly the minimum fee for the Services is one monthly service fee(s) applicable to the Services provided on a calendar monthly basis. At the end of each calendar month, MediaMarket shall invoice Customer for the fees relating to the Services that have been incurred during the applicable month. Customer shall pay to MediaMarket the fees for the Services within 30 days of the date of the applicable invoice from MediaMarket. Without prejudice to any other right or remedy available to MediaMarket, MediaMarket shall be entitled immediately and without notice on payment in cleared sums becoming overdue to suspend any further deliveries of Articles to Customer and/or to close any Portal maintained for Customer and delete any Articles or other information contained within such Portal. MediaMarket reserves the right to pass on debt collection costs on overdue invoices to the customer.

Confidentiality: Except as referred to in this clause, Customer shall not disclose to any third party, and shall treat as strictly confidential all confidential information received, obtained or created by it as a result of entering into or performing this Agreement. Any party may disclose information, which would otherwise be confidential if and to the extent: (a) it is required to do so by law or a regulatory or governmental body to which it is subject wherever situated- (b) it considers necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis; (c) the information has come into the public domain through no fault of that party; or (d) each party to whom it relates has given its consent in writing,

Term and termination: This Agreement shall come into effect on the Commencement Date and shall remain in force until terminated in accordance with this Agreement. Either party may terminate this Agreement with immediate effect if the other: commits a material or persistent breach of any of the provisions of this Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receipt of written notice from the other specifying the breach; files for bankruptcy or insolvency or becomes an involuntary participant in bankruptcy or involuntary proceedings. Any such termination shall be without prejudice to any other rights or remedies of either party. MediaMarket may terminate this Agreement at any time for its convenience by giving to Customer 30 days' written notice to expire at the end of that period. Customer may terminate this Agreement at any time after three months from the Commencement Date by giving to MediaMarket not less than 30 days' prior written notice which must expire (and thereby terminate this Agreement) on the last day of a calendar month. As of the date of termination MediaMarket will discontinue the Services. However Customer agrees to accept and pay for any Articles or any Evaluation Report that MediaMarket has arranged to provide Customer prior to that date. In the event of termination for any reason any Portal created for the electronic provision of the Services will be permanently closed, all Articles and/or other information stored within the Portal will be destroyed, and neither the Portal nor any Articles or information within it will thereafter be accessible to Customer unless otherwise agreed in writing by MediaMarket.

Liability: If the performance by MediaMarket of any of its obligations under this Agreement is prevented by circumstances beyond its reasonable control, MediaMarket shall be excused from performance of that obligation for the duration of the relevant event. Without limitation, the following shall be regarded as circumstances beyond MediaMarket's reasonable control: war, civil disturbance, fire, floods, storm, plant breakdown, strikes, non-availability of the Monitoring List or the Articles or supplies, computer or other system failure or interruption, or any other event outside the control of MediaMarket. In the event and during the period of any system failure or interruption MediaMarket shall be entitled to determine the format for the delivery of the Services and shall be entitled to full payment for the delivery of the relevant Services notwithstanding such delivery are not in the format preferred or required by Customer. MediaMarket shall use reasonable endeavours to ensure that the relevant Articles are found and supplied to Customer; however, MediaMarket cannot guarantee that all relevant Articles will be found or supplied. MediaMarket shall not accept liability for any errors in sending incorrect Articles or omissions in sending relevant Articles or for errors or omissions from any Evaluation Report based on such Articles. Time is not of the essence for the delivery of the Services or any part thereof and MediaMarket cannot guarantee delivery times. MediaMarket will use all reasonable endeavours to procure a readable presentation of any Articles and/or Evaluation Report provided, but reserves the right to determine the nature of presentation and gives no warranty or guarantee in relation to the quality of such presentation. Subject to the liability which MediaMarket accepts in this Agreement, MediaMarket's aggregate liability to Customer arising out of or in connection with this Agreement shall not exceed the value of the fees and/or charges paid by Customer to MediaMarket under this Agreement in the twelve months preceding the date of the event giving rise to such liability (or in the case of a combination of events, the latest relevant event) or €1,000 whichever is the greater. MediaMarket shall not be liable to Customer in contract, tort or otherwise howsoever arising out of or in connection with this Agreement for any indirect loss, consequential loss, loss of profits, data, revenue, business opportunity, anticipated savings, goodwill or reputation.

Intellectual Property: The Articles and any Evaluation Report are supplied for the private and non-commercial use of Customer. The Intellectual Properly Rights in the Articles and all Evaluation Reports belong to MediaMarket or its licensors. All rights are reserved. None of the Articles nor any Evaluation Report may be copied or reproduced in whole or in part without the prior written consent of MediaMarket or its licensors, as appropriate. MediaMarket shall not be responsible or liable for any loss suffered by Customer in relation to Articles deleted. Customer must comply with all copyright and other requirements in relation to Articles received in whatever form including but not limited to procuring the destruction of all copies (whether paper or electronic) of any Articles which Customer is notified are or may be subject to any rights and/or libel issues, and Customer indemnifies and agrees to keep indemnified MediaMarket in respect of loss or expenses (including without limitation legal expenses) becoming payable or incurred by it by reason of any third party claim or suit alleging that Customer's use of the Articles infringes any Intellectual Property Rights belonging to or any other rights of a third party.

General: Any notice to either party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left or sent by prepaid first class post prepaid recorded delivery or facsimile to the address of the party on the Order Confirmation or as notified in writing from time to time. This Agreement sets out the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all representations, communications and prior agreements (written or oral). Each party acknowledges that; (a) upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement; (b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of this Agreement; and (c) this clause shall not apply to any statement, representation, or warranty made fraudulently, or to any provision of this Agreement which was induced by fraud for which the remedies available shall be those available under Irish Law. This Agreement shall be governed by and construed in accordance with Irish law and each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of the Republic of Ireland.