B2BNN (B2B News Network) Terms & Conditions
This Agreement is by and between B2B News Network Inc. (“B2B News Network” or “B2BNN”) and You (“Client”) (B2B News Network and Client, each, a “Party” and collectively, the “Parties”). This SOW sets forth the Project or Campaign Specifications, Deliverables and Fees in connection with the services to be provided by B2B News Network to Client under this agreement (the “Services”).
No guarantee of performance
B2B News Network cannot guarantee the performance of the campaign described herein, nor any activity of people whom have seen content delivered by the campaign.
The following assumptions have been made in determining the project scope and budget. Any changes in these assumptions may cause changes to the schedule and fees.
● All materials will be produced in English only. Any costs associated with translation or translation considerations will be submitted for approval and charged separately.
● All materials will be developed for web/social media end-use only.
● Client is responsible for identifying a project lead that will function as single point of contact for this campaign.
● Additional purchase of stock photography and/or image assets is not included in this SOW and will be submitted for approval of costs, and charged separately if required.
● Any additional media buying that we may recommend and requiring additional budget resources will be submitted for consideration and approval of costs and charged separately if required.
● Any images and/or videos supplied by Client to be posted on Client properties online will follow Client guidelines.
● All reviews and decisions required to be performed by Client will be done in a timely manner as required by the project schedule.
● Client gives permission for B2B News Network to publish campaign-related content to B2B News Network-branded channels without Client’s approval.
● All B2B News Network-branded social media accounts — used to complement, cover, or amplify Client properties or documents — are owned by B2B News Network and remain the intellectual property of B2B News Network.
● The scope of work for this campaign does not include social media moderation or community management.
● Cancellation: In the event of Client cancelling the program, B2B News Network requires 30 days written notice. Any outstanding charges for Services shall be prorated to coincide with the termination date. Depending on the termination date and the stage at which the Services have been completed at time of termination, such a proration may result in Client incurring additional charges.
● Changes or pauses in campaign: In the event of Client pausing the program or changing direction, B2B News Network requires 30 days written notice. Any outstanding charges for Services shall be prorated to coincide with the change/pause date. Depending on the change/pause date and the stage at which the Services have been completed at time of change/pause, such a proration may result in Client incurring additional charges. In the event the campaign is paused and then re-activated, B2B News Network will prorate any charges for Services and re-apply them to a new, mutually agreed upon timeframe, assuming any extension does not include a change of scope or change in Services, and assuming the balance of the campaign budget to allows for any changes.
● Any change to this SOW and the mutually agreed upon timelines will require an amendment, in writing, that is signed and mutually agreed upon by both B2B News Network and Client.
Client agrees and acknowledges that the research requires significant set-up and up-front investment by B2B News Network and therefore if the research is cancelled or curtailed in any way by Client through no fault of B2B News Network, all fees based on the work completed to date shall be immediately become payable in full. The fees owing will be prorated based on percentage of work complete as of the date B2B News Network is notified of the termination of these terms and SOW by Client. In the event Client terminates these terms and the SOW, B2B News Network agrees to provide all research material completed at the time of cancellation.
Services will be provided for the fees defined above provided that: (1) Client adheres to the scope of the Services documented in this SOW; (2) Client and any third parties deliver all source assets, such as any required images, content and collateral, feedback, comments, approvals and sign-offs to B2B News Network in accordance with the estimated schedule or as otherwise set forth in this SOW; (3) all assets, such as text, images, and graphics, and specific instructions or requirements, are delivered to B2B News Network by Client and any third party in final approved form and in conformance with the specifications provided by B2B News Network. Any delays to the schedule caused by (1) through (3) of the previous sentence, missed Client deadlines or any delay or failure of Client to give any approval or sign-off required by this SOW may result in additional schedule and budget costs to be borne by Client. Client reserves the right to reasonably withhold approval or sign-off for a deliverable without penalty if the deliverable is deemed to be of poor quality or fails to meet requirements as agreed upon.
Out-of-Pocket expenses, which may include reasonable purchase of photographic images or video beyond what will be created for social media use and other similar expenses are not included in the above fees. In the event expenses not covered in this SOW do arise, pre-approval of any expenses is required in writing by Client.
General Business Terms
Services. B2B News Network Inc. (“B2B News Network”) will provide Client with the services described in the SOW (the “Services”) using reasonable efforts to (i) perform the research activities in accordance with the SOW and Project Schedule, including meeting all timelines, milestones and other requirements set out in the Project Schedule and (ii) co-operate with the Client promptly to transfer the data, materials and results of the Services. Such Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations are the sole responsibility of, and shall be made by the Client.
1. Fees and Payments. Payment schedule is described in the SOW. Without limiting its other rights or remedies, B2B News Network shall have the right to suspend or terminate its services if payment is not received within the timelines specified.
2. Term. Unless terminated sooner in accordance with its terms, this Agreement shall terminate upon the completion of the Services.
3. License and Ownership.
a. Ownership of Deliverables. For purposes of this engagement, “Deliverables” shall mean all work products first prepared by B2B News Network for delivery to Client in connection with the Services, but shall not include any third-party software or related documentation. B2B News Network owns all documents, designs, and all other material offered to client for its use until such time as the project is completed and all monies owing are paid in full. Upon payment of the Services in full, and upon completion of this project as defined in this Statement of Work, B2B News Network hereby transfers to Client all rights to use, reproduce, distribute and modify the Deliverables. B2B News Network shall have no further right of ownership of the Deliverables.
b. Ownership of B2B News Network Property. To the extent that B2B News Network uses any of its own intellectual property in connection with the performance of the Services, B2B News Network shall retain all right, title, intellectual property and interest in and to such owned property, and, except for the license expressly granted in this section, Client shall acquire no right, title or interest in or to such property.
a. To the extent that, in connection with this engagement, each party comes into possession of any proprietary or confidential information of the other party (“Confidential Information”), each party agrees to use the Confidential Information of the other party solely for the purposes of this engagement, and will not disclose such Confidential Information to any third party without the other party’s consent.
b. The terms of this engagement shall also be considered Confidential Information. B2B News Network shall not disclose in its advertising, referral or publicity material (including any electronic media) the existence of this agreement or the terms of its relationship without the prior written consent of the Client (which may be withheld in the Client’s sole and absolute discretion). Newsroom agrees not to use any current or previous trademarks or names owned or used by the Client without the prior written consent of the Client (which may be withheld in the Client’s sole and absolute discretion).
c. Each party shall maintain the Confidential Information of the other party in confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care.
d. Confidential Information shall not include information which (i) shall have otherwise become publicly available other than as a result of disclosure by the receiving party in breach hereof, (ii) was disclosed to the receiving party on a non-confidential basis from a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing such information as a result of an obligation in favour of the disclosing party, (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such information made by the disclosing party, or is disclosed with the written consent of the disclosing party. A receiving party also may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process, or by applicable regulatory or professional standards, or in connection with any judicial or other proceeding involving B2B News Network and Client relating to B2B News Network’ Services for Client or this Agreement.
5. Warranties. B2B News Network represents, warrants and covenants that it will perform, and cause its employees to perform, all aspects of the Services: (i) in a professional manner in accordance with generally recognized standards and practices in the field of marketing research; (ii) using personnel with the requisite skill, experience and qualifications; and (iii) devoting adequate resources to meet its obligations under the SOW.
6. Limitation on Damages and Actions.
a. Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the Services performed hereunder for an aggregate amount in excess of (i) in the case of B2B News Network, the fees paid by Client to B2B News Network under this engagement, or (ii) in the case of Client, the fees paid and payable to B2B News Network by Client under this engagement. In no event shall either party, its affiliates, agents or subcontractors, or any of their partners, principals or other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) nor shall they be liable for any claim or demand against the other party by any third party. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
b. No action, regardless of form, arising under or relating to this engagement, may be brought by either party more than one year after the cause of action has accrued, except that an action for non-payment of any invoice may be brought by a party not later than one year following the date of the last payment due on any invoice hereunder. Likewise, the period for any counter-action directly related to the non-payment of an invoice shall be extended for a like period.
7. Cooperation. Client shall cooperate with B2B News Network in the performance of the Services hereunder, including, without limitation, providing B2B News Network with reasonable facilities and timely access to data, information and personnel of Client. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to B2B News Network hereunder. Client acknowledges and agrees that the performance of the Services by B2B News Network’ is dependent upon the timely and effective satisfaction of Client’s responsibilities, timely decisions and approvals by the Client in connection with the Services. B2B News Network shall be entitled to rely on all decisions and approvals of Client.
8. Exclusivity. Upon completion of this SOW, this agreement shall not preclude or limit in any way (i) the right of B2B News Network to provide consulting or other services of any kind or nature whatsoever to any individual or entity as B2B News Network in its sole discretion deems appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a result of the services provided hereunder, irrespective of their similarity to the Deliverables, unless Client wishes to secure B2B News Network on a permanent exclusive basis. Exclusivity can be provided after this campaign concludes by both parties agreeing to said relationship in writing.
9. Waiver of Jury Trial. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether in contract, statute, tort (including, without limitation, negligence) or otherwise) relating to this engagement.
10. Non-solicitation The Client covenants and agrees with B2B News Network that upon completion or termination of this Statement of Work and for a period of twelve (12) months immediately thereafter, the Client will not, without the prior written consent of the Company, either alone or in association with any person, firm or corporation, directly or indirectly, in any manner whatsoever, be a party to or abet in any solicitation of employees, independent vendors, or suppliers of the Company or endeavor to recruit, hire, or engage any of the employees, or suppliers of the Company in any services in competition with the services of the Company or seek in any way to take away, hire, employ or endeavor to persuade or entice any of the employees or independent vendors of the Company to leave their employment or cease to provide their services, as the case may be, or to be a party to or abet any such action.
11. Other Terms.
a. Force Majeure. Except for the payment of money, neither party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control.
b. Independent Contractor. Each party is an independent contractor, and neither party is, nor shall represent itself to be, an agent, partner, fiduciary, joint venturer, co-owner or representative of the other.
c. Survival. All sections herein relating to payment, license and ownership, confidentiality, warranties, limitations of warranties, limitations on damages and actions, non-exclusivity, non-solicitation, waiver and waiver of jury trial shall survive the termination of this agreement.
d. Notices. All notices hereunder shall be (i) in writing, (ii) delivered to the representatives of the parties at the addresses in the Statement of Work to which these terms are attached (unless changed by either party upon notice to the other party), and (iii) effective upon receipt.
e. Assignment. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations hereunder (including, without limitation, interests or claims relating to this engagement) without the prior written consent of the other party. B2B News Network may, upon notice to Client, subcontract or delegate its obligations and responsibilities for the Services to its related and affiliated entities; provided, however, that B2B News Network shall not be relieved of its obligations hereunder. Notwithstanding the foregoing, either party may assign this agreement, without the consent of the other party, to an entity that has acquired all or substantially all of the assigning party’s assets as a successor to the business.
f. Waiver. The failure of either party to insist upon strict performance of any of the provisions contained in this agreement shall not be a waiver of its rights under this agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other party of any of the terms or conditions in this agreement.
g. Entire Agreement. These terms, the Statement of Work, the Project Schedule and the Confidentiality Undertaking to which these terms are attached, constitute the entire agreement between B2B News Network and Client with respect to this engagement and supersede all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by a written agreement signed by the parties.
h. Severability. If any provision of this agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this agreement.
i. Jurisdiction. Disputes arising from the obligations of this Agreement shall be subject to the laws of the Ontario. B2B News Network without reference to conflicts of laws or the place of residence of the Client, and any claims shall be construed under the laws of and brought in the courts in Toronto, Ontario, Canada.