Our Terms of Submission
Binding Agreement and Parties
These terms of submission are a binding contract between you or the company or other commercial entity which you represent (the “Submitter”) as set out on the online submission form (“Submission Form”) at www.responsesource.com (the “Website”) and operator of the Website ResponseSource Ltd, a company registered in England with company number 03364882 whose registered office is at Melrose House, 42 Dingwall Road, Croydon, Surrey CR9 2DX (“ResponseSource”) for the purchase by the Submitter of online press release publication, dissemination and distribution services as more particularly described on the Website (“Distribution Services”) in relation to the text, images, pictures and other content and materials which you submit to ResponseSource via the Submission Form (the “Press Release”) which the Submitter now submits, to be provided by ResponseSource.
By submitting this Press Release via the Submission Form on the Website you confirm that you are fully authorised to purchase the Distribution Services in relation to the Press Release on behalf of the Submitter and that you have read, understood and accept these terms of submission on behalf of the Submitter which upon submission will be legally binding on the Submitter. If you do not have the authority referred to or do not accept all the following terms you must not submit the Press Release via the Submission Form on the Website.
In consideration of payment of the fees for the Distribution Services for which the Submitter opts on the Submission Form (“Fees”) under the payment provisions below, ResponseSource will provide the Distribution Services in relation to the Press Release subject to the following terms.
Subject to the following terms, the Press Release and all its content will be published and distributed and disseminated by ResponseSource to the public via a range of varying public distribution channels including those referred to on the Website which may include immediate direct live broadcast or publication via the Internet on a variety of websites including pressreleases.responsesource.com and www.responsesource.com and such other dissemination website which may be used by ResponseSource from time to time, dissemination via e-mail to ResponseSource’s media contacts list, dissemination through third party distribution service providers with whom ResponseSource contracts to disseminate the Press Release and any other method to release and disseminate the Press Release as widely and as efficiently as possible, which may include distribution through the Press Association network depending on the options for Distribution Services chosen by the Submitter.
ResponseSource does not guarantee or warrant that the Distribution Services will achieve any particular extent of distribution of the Press Release other than that ResponseSource will release, disseminate and distribute the Press Release through those distribution channels covered by the relevant Distribution Services as opted for and purchased by the Submitter via the Submission Form on the Website.
Furthermore, where ResponseSource uses any third party to disseminate or distribute the Press Release and its content pursuant to the Distribution Services under this Agreement, ResponseSource will not be liable for and takes no responsibility for any such third party’s failure in transmission or presentation of the whole or part of the Press Release or any of its content.
Errors and Inaccuracies
The Submitter hereby accepts sole responsible for the facts, accuracy and completeness of the Press Release and all information, including the content of any attached files,images, and videos submitted via the Submission Form and any of its content and its suitability or appropriateness for public release via the Distribution Services. ResponseSource will not be liable or responsible for any errors, inaccuracies or errors made by the Submitter in this regard. This provision is in addition to the warranties and indemnity given by the Submitter to ResponseSource under the terms below in the relation to the Press Release and its content.
The Submitter hereby acknowledges and accepts that once the Press Release has been made public and disseminated by ResponseSource via third party distribution channels pursuant to the Distribution Services, the Press Release and its reproduction or further dissemination will no longer be within ResponseSource’s control and ResponseSource will not be physically able to retract or correct errors in the Press Release from being disseminated or distributed by third parties and copies of the Press Release or parts of it may remain in public circulation indefinitely, nor will ResponseSource be liable for any damage or loss caused by the future reproduction or dissemination of the Press Release carried out by third parties.
Notwithstanding the foregoing, in the event that the Submitter requests in writing retraction of or correction of errors in the Press Release after the Submission Form is submitted, ResponseSource will use reasonable efforts to remove or correct (as the case may be) the Press Release as displayed on any public forums or websites within ResponseSource’s direct control or hosted directly by ResponseSource but ResponseSource does not accept any liability arising from any such errors, omissions, or other unforeseeable circumstances.
Warranties and Indemnity
The Submitter hereby represents and warrants that the Press Release and all of its content will:
- be original to the Submitter and that no other party has any rights to the Press Release or its content, nor is it subject to any obligation of confidentiality to any party and that the Submitter, therefore, has all rights and authorisations necessary to lawfully reproduce, make public and disseminate the Press Release and its content, and to licence ResponseSource to do the same pursuant to the terms below;
- not violate or infringe upon any copyright, trade mark or other intellectual property, proprietary, personal, privacy or other rights worldwide of other persons or contain any defamatory material, contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, vulgar, obscene, libellous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), invasive of another's privacy, hateful, racist, contrary to any person’s privacy or which is otherwise unsuitable for any reasonable and objective reason;
- not contain any content which damages or is reasonably likely to damage the reputation or integrity of ResponseSource or third party providers used by ResponseSource in providing the Distribution Services;
- comply with all applicable laws and regulations.
The Submitter will indemnify and keep ResponseSource indemnified, to the fullest extent permissible by law, against all claims, charges, demands, damages, liabilities and losses incurred or suffered by ResponseSource, and all costs and expenses (including but not limited to any reasonable legal and other professional fees and the cost of investigating, defending, prosecuting and satisfying any claim) reasonably incurred by ResponseSource, directly arising (in whole or in part) by reason of or in relation to any third party claim that the Press Release or its use, reproduction or dissemination in whole or in part by ResponseSource or by any person authorised or permitted by ResponseSource including any third party distributor contracted by ResponseSource with regard to the Distribution Services breaches the above warranties given by the Submitter.
No Editorial Control and Rights Reserved
For the purposes of these terms of submission, the Submitter provides the Press Release and all content in the Press Release to ResponseSource under this Agreement for publication, dissemination and distribution subject to the Distribution Services subject to the Submitter remaining solely responsible and liable for the content which are subject to the above warranties and indemnity owed to ResponseSource in relation thereto and on the understanding and acceptance by the Submitter that ResponseSource exercises no editorial control over the content of the Press Releases and their content for which the Submitter is editorially responsible.
Notwithstanding the above, ResponseSource hereby reserves the right to refuse to disseminate or distribute or to remove from websites within ResponseSource’s direct control any Press Release or content therein which ResponseSource in its reasonable judgment considers to be breach the Submitter’s warranties given above or which, if transmitted/ made public would likely infringe any third party property or intellectual property rights, breach any other rights of third persons, libel or otherwise damage the reputation or standing of any third party or otherwise constitutes an illegal act or breach of any contract, or in the event that any part of the Press Release or its content may be reasonably be considered to be inappropriate for publication, or where ResponseSource are put on notice of the same.
Licences to Use, Amend and Reformat and Litigate in relation to the Press Release
The Submitter hereby grants ResponseSource a non-exclusive, royalty free licence to use, reproduce, publicise, disseminate and distribute the Press Release and its content and to sub-licence any third parties to do the same for the purposes of ResponseSource providing the Distribution Services Under this Agreement.
The Submitter furthermore hereby grants ResponseSource a non-exclusive, royalty free licence to amend, reformat and reconfigure the transmission specifications for the Press Release and its content as ResponseSource sees fit in its discretion in order to facilitate more effective dissemination and distribution of the Press Release pursuant to the Distribution Services.
By way of further assurance, the Submitter will on request execute any additional documents which may be reasonably be requested and required by ResponseSource from time to time confirming these licences.
Furthermore, the Submitter hereby grants ResponseSource power of attorney for the sole purpose of conducting any and all proceedings relating to the intellectual property rights in the Press Release and its content where the same may be a necessary requirement and obligation under any contract with ResponseSource’s distribution service providers in relation to the Distribution Services.
In consideration for provision of the Distribution Services by ResponseSource to the Submitter under this agreement in accordance with the Submission Form, the Submitter will pay Fees to ResponseSource as follows:
- in the event that the Submitter has set up and operates an account with ResponseSource in relation to the provision of the Distribution Services and other services, ResponseSource will issue an invoice for the relevant Fees by e-mail monthly in arrears, such invoice to be issued to the Submitter at the end of the month in which the Submission Form is submitted, and the Submitter will pay each such valid invoice issued by ResponseSource within 30 days of its issuance;
- in the event that the Submitter does not operate an account with ResponseSource in relation to the provision of the Distribution Services and other services, the Submitter will be required and will pay the relevant Fees for the Distribution Services in advance online via the Website during submission of the Submission Form by such payment methods stipulated by ResponseSource on the Website for the purpose (which may include payment by credit and debit card). Payment receipt confirmations will be provided by ResponseSource by e-mail following such payments.
In the event that payment of any of the Fees under these terms of submission are not received by ResponseSource on the date they are due, ResponseSource may charge and the Submitter will pay interest on the unpaid Fees from the date they are due until payment is actually received at a rate of 4% above the base rate for the time being of the Bank of England, calculated on a daily basis.
This agreement will remain in force until the Distribution Services are completed and Fees due and payable therefor have been paid by the Submitter to ResponseSource unless otherwise terminated is affected by either party in accordance with these terms, subject that such termination will be without prejudice to any rights or liabilities of either party which have accrued prior to such termination.
Either party may terminate this agreement immediately by written notice to the other if:
- the other breaches this agreement and, if such breach is remediable, does not remedy the breach within 7 days of receipt of notice requiring remedy;
- the other ceases or threatens to cease to carry on trading or becomes insolvent or bankrupt or suffers any related event.
In the event of termination of this agreement for any reason, the Press Release will immediately cease to be disseminated or distributed by ResponseSource and ResponseSource will delete any copies of the Press Release and its content in its possession and control. For the avoidance of doubt all Fees paid under this agreement are non-refundable and in the event of termination of this agreement without completion of the Distribution Services the Fees will not be refundable.
Notices under this Agreement will be in writing and will be delivered by e-mail sent to the address of the relevant party set out, in the case of ResponseSource on the Website and in the case of the Submitter in the Submission Form or such other address as the relevant party has notified to the other party in writing from time to time for the purpose.
No other terms other than these will apply to the submission of the Press Release and Distribution Services in relation there to unless expressly agreed between ResponseSource and the Submitter in writing, and neither party has entered into this Agreement in reliance on any representation made by the other party that is not in this Agreement.
If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the provision in good faith to achieve the same objects.
If either party fails or delays in enforcing any of these submission terms it will not constitute a waiver of such rights or any other rights.
These submission terms may only be amended in writing signed by both ResponseSource and the Submitter.
This Agreement will be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts