Quincy News Standard Terms and Conditions

These Standard Terms and Conditions (“Terms”) govern your access to and use of our Service.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING A SERVICE ORDER THAT REFERENCES THESE TERMS, OR (3) USING A SERVICE GOVERNED BY THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AS “SUBSCRIBER” HEREUNDER.

As used in these Terms, “we”, “us”, “our” and “Provider” means Quincy News, LLC. “You”, “your” and “Subscriber” means the individual or entity(ies) agreeing to or accepting these Terms by entering into a Service Order.

A. SCOPE OF AGREEMENT

1. APPLICABILITY

These Terms apply to (i) Service Orders referencing these Terms and (ii) Content available on our Site without a Service Order. These Terms do not apply to other products and services you may receive from our Affiliates. For each Service, these Terms apply for the duration of the applicable Service Order, or, for any Service accessed via our Site without a Service Order, for as long as you use the Service. These Terms, together with each Service Order and any Policies, or other terms that are incorporated into any of the foregoing, comprise the “Subscriber Agreement.”

2. ORDER OF PRECEDENCE.

In the event of a conflict among any elements of the Subscriber Agreement, the descending order of precedence is: any applicable Third-Party Provider Terms, the Service Order, these Terms, the Policies and any remaining elements of the Subscriber Agreement.

3. CHANGES TO THESE TERMS

We may update these Terms (including any Policies) from time to time to reflect changes in our services, legal requirements, or business practices. When we make changes, we will provide you with at least 45 days advance notice by (i) posting a notice on our Site, and/or (ii) sending you an email at the address associated with your Service Order. The updated Terms will be effective as to each Service Order at the beginning of the first renewal term after such posting or email notice. For Content available on our Site without a Service Order, the updated Terms will be effective on posting. By continuing to access or use our Service after the Terms are updated, you agree to be bound by the updated Terms.

B. SERVICE-SPECIFIC TERMS

4. PROVISION OF SERVICES

4.1. Access to Service. We will provide the Service to you at the Campus Area(s) or other content delivery location(s) selected in the Service Order, or as applicable, via the Provider Site. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your Authorized Users to access and use the Service and Content, for your internal business purposes and not for the use or benefit of any third party, solely in accordance with the terms of the Subscriber Agreement. We may elect, in our sole discretion, to provide the Service to you directly or through our Affiliates and subcontractors, but we will remain directly responsible to you for delivery of the Service.

4.2. Service Orders. The initial term of each Service Order begins on the applicable Commencement Date. If no renewal term is stated, the Service Order will renew for successive periods of the same duration as the initial term, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. For Content available on our Site without a Service Order, we may discontinue such Service at any time, with or without prior notice.

4.3. Changes to Service or Content. We have editorial freedom with respect to the Service, including, but not limited to, delivery format and selection of Content sourced from Third-Party Providers, but we will not change its fundamental nature as a low latency information service. We are not responsible for changes to Content made by Third-Party Providers. We reserve the right to charge for improvements to the Service, but we won’t charge you if we generally don’t charge other subscribers who receive the same Service.

4.4. Third-Party Provider Terms. Our Service may include Content or ancillary services from Third-Party Providers. Some Third-Party Providers may impose additional terms, including restrictions on usage of the Content or services they supply (“Third-Party Provider Terms”). Third–Party Providers change their terms occasionally and new Third-Party Providers are added from time to time. You agree to comply with all Third-Party Provider Terms that either we or the Third-Party Provider make you aware of, which may include posting such terms on the Provider Site, including them in our Policies, or being posted on the Third-Party Provider website. If a Third-Party Provider requires you to have a separate agreement directly with it in order to receive Content from such Third-Party Provider, you will maintain such separate agreement in good standing as a condition of receiving the Service from us.

4.5. Third-Party Provider Instructions. Third-Party Providers may have the right to require that we restrict, suspend or terminate your access to that Third-Party Provider’s Content or services. If we take such action, we will (a) use reasonable efforts to provide you with prior notice; and (b) not be liable for any resulting damages you may incur.

5. SUBSCRIBER OBLIGATIONS; USE OF SERVICES.

5.1. Subscriber Obligations. You shall, at your own expense:

5.1.1. Arrange for network connectivity, co-location of equipment and any other necessary services, licenses, consents and other resources in order to receive and use the Service;

5.1.2. Preserve and display any required attribution, notices or legends exactly as provided, including logos or source credits if required by Third-Party Provider Terms;

5.1.3. Implement reasonable security controls and promptly notify us of any unauthorized access or use of the Service or Content;

5.1.4. Ensure that credentials, such as password access to the Provider Site, are for your internal use only and are not shared except with your Authorized Users and immediately notify us if you become aware of any unauthorized access to your credentials;

5.1.5. Ensure your Authorized Users comply with the terms of the Subscriber Agreement and Third-Party Provider Terms. Any action or inaction by an Authorized User is deemed to be an action or inaction of yours;

5.1.6. Provide all documentation and other information that we may reasonably request in order to comply with Applicable Law and/or Third-Party Provider Terms, and to deliver the Service to you;

5.1.7. Maintain Internal Controls and accurately and timely report to us or Third-Party Providers, as the case may be, information regarding the actual number of Authorized Users, terminals, strategies or algorithms that receive, view, or use the Service, and other information, as and when required by Third-Party Providers; and

5.1.8. Comply with any Content deletion requirements imposed by Third-Party Providers.

5.2. Restrictions. You shall not, directly or indirectly, or attempt to:

5.2.1. Distribute, transfer, publish, sell, license, provide access to, share or otherwise make available all or any part of the Service, the Content, Derived Data or Provider Timestamp Data, with anyone other than an Authorized User;

5.2.2. Use Provider Timestamp Data to benchmark, calibrate, test, or improve any third-party product or service;

5.2.3. Observe the functionality of the Service or use the Service, Content, Derived Data or Provider Timestamp Data to develop a product or service that is substantially similar to, or competitive with, the Service;

5.2.4. Use or permit the use of the Service, Content or Provider Timestamp Data in breach of the Subscriber Agreement, Third-Party Provider Terms, or Applicable Law;

5.2.5. Modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to identify, discover, or obtain any source code, underlying algorithms, or technical information of, the Service, Content and/or Provider Timestamp Data. Without limiting the foregoing, you acquire no right, title, or interest in Provider Timestamp Data and will not create derivative works from, or combine, commingle, or align Provider Timestamp Data with time-series from other sources for the purpose of external use or disclosure to anyone other than your Authorized Users;

5.2.6. Bypass, interfere with, or disable security measures, access controls, or similar features of the Service; or

5.2.7. Engage in any activity that disrupts, overloads, or harms the Service.

5.3. Generative AI Restrictions. You acknowledge and agree that Content and Provider Timestamp Data provided under the Subscriber Agreement is proprietary and/or confidential. Under no circumstances shall you use any portion of the Content or Provider Timestamp Data with, or make the Content or Provider Timestamp Data available to, generative artificial intelligence (AI) technologies (whether internal or external). Any violation of this provision shall be deemed an unauthorized use and a material breach of the Subscriber Agreement. For clarity, the foregoing shall not prohibit use of other forms of machine learning technologies for natural language processing in the development of trading models.

5.4. Third-Party Hosts. If you use a third party to host or maintain your servers or other equipment on which the Service and Content is accessed or used (a “Third-Party Host”), the following additional obligations apply:

5.4.1. You will provide us the name and other relevant information of your Third-Party Host and promptly inform us of any changes.

5.4.2. You hereby represent and warrant that:

5.4.2.a. the Third-Party Host has no actual control over or access to the equipment used by you to receive the Service (including without limitation, applicable servers, cables, and top-of-rack switches); or

5.4.2.b. the Third-Party Host has taken all necessary security measures to ensure that the Service, including the Content, is only accessible by and visible to you and not any other party (including the Third-Party Host); and, in either event:

5.4.2.c. You have entered into written agreements with each Third-Party Host containing binding contractual terms that are substantially similar to, and at least as protective of the confidentiality and security of the Service and Content (including our Intellectual Property Rights and those of the Third-Party Providers contained therein) as the terms contained herein and applicable Third-Party Provider Terms.

5.4.3. Any breach of the terms and conditions of the Subscriber Agreement by the Third-Party Host will be treated as a breach by you.

5.4.4. We reserve the right to revoke authorization to receive the Service via a Third-Party Host by at least thirty (30) days’ prior written notice unless a shorter time period applies pursuant to Section 8 (Termination and Suspension).

5.5. Audit. Upon at least 10 business days’ notice (or shorter if required by a Third-Party Provider or regulator) and no more frequently than once per year (unless required by a Third-Party Provider or regulator), you will cooperate with our or a Third-Party Provider’s request to audit and inspect your relevant facilities, records, and systems, to verify compliance with the terms of the Subscriber Agreement, Third-Party Provider Terms, and permitted use of the Service and Content. Any such audit will be subject to reasonable confidentiality and security protocols. If the audit reveals a material breach, you will be responsible for the costs of the audit.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Intellectual Property Rights. Except for the limited license expressly granted in Section 4.1 of these Terms, all rights not expressly licensed under the Subscriber Agreement are expressly reserved to us and the applicable Third-Party Providers. Our ownership and Intellectual Property Rights, along with those of applicable Third-Party Providers, are not transferred, assigned or affected in any way by the Subscriber Agreement. For the avoidance of doubt, we own the sole and exclusive Intellectual Property Rights in the Provider Timestamp Data. Derived Data will remain your property but will be bound by the restrictions in Section 5 (Subscriber Obligations; Use of Service), which shall survive expiration or termination of the Subscriber Agreement.

6.2. Safeguarding Intellectual Property. You shall take or cause to be taken all necessary precautions to maintain the proprietary nature of our and any Third-Party Provider’s Intellectual Property Rights and comply with all Applicable Laws necessary to protect such Intellectual Property Rights.

6.3. Suggestions. At your option, you may provide feedback on the Service to us (“Suggestions”). If you provide Suggestions, then you hereby grant to us and our Affiliates a perpetual, worldwide, royalty-free right and license to use those Suggestions without restriction and without obligation to you.

6.4. Provider Marks. Our name, logo and related service marks and trademarks (“Provider Marks”) are our Intellectual Property Rights. You are not permitted to use the Provider Marks without our prior written consent. All rights to the Provider Marks, whether now existing or that may hereafter come into existence, are reserved to us. Any goodwill generated through your use of the Provider Marks will inure solely to our benefit.

C. GENERAL TERMS

7. FEES; INVOICING AND PAYMENT

7.1. Fees. You will pay us all applicable fees for the Service as set out in the Service Order (“Fees”). Except as otherwise set forth in the Service Order, all Fees are invoiced quarterly in advance and due and payable within thirty (30) days of the invoice date. Fees will be paid via ACH or wire transfer as further detailed in the invoice or other payment instructions from us. You bear all of your own costs and expenses associated with the method of payment, including but not limited to wire transfer fees, bank charges, and any other transaction fees.

7.2. Withholdings, Taxes and Surcharges. The stated Fees do not include Taxes and Surcharges. Taxes and Surcharges will be itemized on the invoice pursuant to Applicable Law. You agree to pay all applicable Taxes and Surcharges and make withholdings whether existing on the Commencement Date of a Service Order or coming into effect at any later time. You may provide us a valid tax exemption certificate and we will give effect thereto prospectively. You are also responsible to pay any documented penalties we incur as a result of your failure to timely pay applicable Taxes or Surcharges.

7.3. Additional Charges. The stated Fees do not include reasonable and customary documented out-of-pocket third-party expenses directly attributable to you and passed through to you (“Additional Charges”). Examples of Additional Charges include charges due for Third-Party Provider Content pursuant to the Third-Party Provider Terms or cross-connects or similar items ordered by us from a Third-Party Provider on your behalf for a Service. Additional Charges do not include our expenses that are not directly attributable to you, such as underlying network transport or equipment costs. You agree to pay all applicable Additional Charges as invoiced by us or a Third-Party Provider. You acknowledge that Additional Charges may change without notice if imposed on us by a Third-Party Provider. Additional Charges may begin to accrue prior to the Commencement Date for your use and may continue to accrue following the termination of a Service (for example, until a cross-connect is removed). Additional Charges may apply to a Service even where Fees are waived or reduced.

7.4. Disputes. To dispute an invoice, you must provide written notification of specific amounts disputed and detailed reasons for such dispute prior to the payment due date; if not so raised, any disputes are waived. We agree to review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. You must pay the undisputed portion of the invoice by the due date.

7.5. Tax Residency. You warrant and undertake to us that you are and will continue to be solely tax resident in the jurisdiction specified in the relevant Service Order and will not use and enjoy the Service for the purposes of value added tax or any equivalent chargeable tax in any other jurisdiction.

7.6. No Set-off. All amounts due must be paid in full without any withholding, set-off, counterclaim or deduction.

7.7. Late Payments. All undisputed payments not received by the due date will bear interest from the date such amount became due at the lesser of: (a) one-and-one-half percent (1.5%) per month; or (b) the maximum allowable rate of interest under Applicable Law for transactions between sophisticated commercial entities.

7.8. Fee Increases. Unless otherwise set forth in the applicable Service Order, we reserve the right to increase the Fees after the initial term of the Service Order. We will notify you of any such increase in writing at least sixty (60) days prior to implementation of such change.

7.9. Currency. All amounts must be paid in the currency in which they are invoiced. In the event that payment is made in a currency other than the currency specified, you are responsible for any foreign exchange differences, and you shall promptly pay any shortfall resulting from currency conversion to ensure full satisfaction of the invoiced amount.

8. TERMINATION AND SUSPENSION

8.1. Termination for Breach. Without limiting other termination rights pursuant to a Service Order, a party may terminate an affected Service Order in the event of the other party’s material breach of the Subscriber Agreement which, if capable of cure, remains uncured thirty (30) days following the non-breaching party’s delivery of written notice specifying the breach. Notwithstanding the previous sentence, your failure to timely pay undisputed amounts must be cured within ten (10) calendar days following delivery of written notice of delinquent payment, and if not timely cured, we may terminate the affected Service Order or suspend your access to the Service. We may also terminate a Service or Service Order if required by a Third-Party Provider.

8.2. Termination for Insolvency. In addition, we may terminate a Service Order in the event you have ceased to operate business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

8.3. Effect of Termination or Expiration.

8.3.1. Upon termination or expiration of a Service Order, (a) you will no longer have any right to use or access the Service; (b) you are obligated to immediately pay all Fees for the remainder of the contracted term of such Service Order; (c) except as provided in Section 8.7 (Prepaid Fees) below, no refunds or credits will be given for the remaining contracted term of such Service Order; and (d) Section 9.5 (Destruction of Confidential Information), obligates you to, among other things, delete or irreversibly anonymize Provider Timestamp Data.

8.3.2. The rights and obligations of the Parties under the Subscriber Agreement that by their nature or context are intended to survive termination or expiration of the Subscriber Agreement will remain in effect, including but not limited to sections related to Fees, Confidentiality, Intellectual Property Rights, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

8.4. Suspension. We may suspend or limit your or any of your Authorized Users’ right to access or use all or a portion of the Service immediately and without notice if we determine, in our reasonable discretion, that:

8.4.1. Your, your Authorized Users’, or any unauthorized use of the Service threatens the security, integrity or availability of the Service;

8.4.2. You or your Authorized Users are in material breach of the Subscriber Agreement (including payment obligations), Applicable Law, or any Third-Party Provider Terms; or

8.4.3. Suspension is required by Applicable Law or by a Third-Party Provider.

8.5. Effect of Suspension. We will take reasonable steps to mitigate and minimize the duration of any suspension. In no event will our suspension of your or your Authorized Users’ access to the Service pursuant to this Section 8 relieve you of your obligations to pay all Fees accruing during the suspension period.

8.6. Withdrawal of Service. We may withdraw all or part of any Service at any time by providing written notice to you three (3) months prior to such cancellation, and on less notice if:

8.6.1. We determine that the provision of the Service has become unlawful;

8.6.2. Our agreement with a Third-Party Provider has terminated or no longer permits our provision of the Service; or

8.6.3. The Service becomes subject to a claim that it infringes the rights of any third party.

8.7. Prepaid Fees. If we terminate a Service Order for reasons not related to your fault or breach, we will refund or credit any Fees paid in advance for a Service that has not been delivered. To the extent permitted under Applicable Law you will also be entitled to a credit or refund of the relevant portion of any Taxes and Surcharges paid in advance for Fees on a Service that has not been delivered.

9. CONFIDENTIALITY

9.1. Definition. “Confidential Information” means information that one party (or its Affiliate) discloses to the other party (or its Affiliate) under the Subscriber Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential or proprietary information. It does not include information that is independently developed by the Recipient without use or reference to Confidential Information, is rightfully given to the Recipient by a third party without confidentiality obligations, or becomes public through no fault of the Recipient. Subject to the preceding sentence, as between the parties, the Service and the Content are considered our Confidential Information. For additional clarity, Provider Timestamp Data is our Confidential Information regardless of whether it originates in the Service or is recorded by your systems upon receipt of the Service.

9.2. Non-Disclosure and Non-Use Obligations. The party receiving Confidential Information (the “Recipient”) from the other party (the “Discloser”) will only use the Discloser’s Confidential Information to exercise the Recipient’s rights and fulfill its obligations under the Subscriber Agreement. The Recipient will protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a reasonable degree of care to protect against the disclosure of the Discloser's Confidential Information. The Recipient may disclose Confidential Information only to its Affiliates, and its and their employees, agents, financing sources, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential ("Representatives"). The Recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under the Subscriber Agreement or for the Recipient's internal financial, accounting, or legal requirements related to its business activities. The obligation of confidentiality does not apply to information, including Confidential Information, that we, as Recipient, are required to disclose pursuant to Third-Party Provider Terms.

9.3. Required Disclosure. If the Recipient is required by law, regulation, or valid judicial or governmental order to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, promptly notify the Discloser of such requirement to allow the Discloser to seek a protective order or other appropriate remedy. The Recipient shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to minimize the extent of such disclosure and to obtain confidential treatment for any Confidential Information so disclosed.

9.4. Destruction of Confidential Information. The Recipient must take reasonable steps to destroy or erase any Confidential Information it holds promptly upon the Discloser's request, except the Recipient may retain copies of Confidential Information that are securely stored in archival or computer back-up systems or to comply with legal or regulatory obligations. The Recipient remains bound by the terms and conditions of the Subscriber Agreement with respect to such retained Confidential Information, even after termination of the Subscriber Agreement. Upon termination of an affected Service or upon our written request, Subscriber will delete or irreversibly anonymize Provider Timestamp Data in active systems and logs, subject to documented legally required retention. Any retained archival copies remain subject to these Terms.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

10.1. Mutual. Each party represents and warrants that it has validly entered into the Subscriber Agreement and has the legal power to do so.

10.2. Subscriber. You represent and warrant to us that:

10.2.1. You will not obtain, retain, use, or provide access to the Content or Services in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States; and

10.2.2. Neither you nor any Authorized User to which you provide access to the Content or Services is, or is affiliated with, a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to us, you will not involve sanctioned parties, including through the use of bank accounts at banks that are sanctioned parties.

10.3. DISCLAIMER. THE CONTENT AND SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND WE AND THE THIRD-PARTY PROVIDERS DO NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES (i) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT OR SATISFACTORY QUALITY, OR (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND ANY THIRD-PARTY PROVIDERS DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE CONTENT WILL DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS (“FAULTS”), OR THAT ALL FAULTS WILL BE CORRECTED. NEITHER WE NOR ANY THIRD-PARTY PROVIDER SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH FAULTS, NOR UNDER ANY CIRCUMSTANCES, FOR ANY RESULTS FROM THE USE OF THE CONTENT OR SERVICE INCLUDING WITHOUT LIMITATION ANY INVESTMENT LOSSES. YOU AGREE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK, THAT IT DOES NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL SECURITIES OF ANY KIND, AND THAT WE HAVE NOT UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF SECURITIES BY OR FOR YOU OR ANY THIRD PARTIES. NEITHER THE CONTENT NOR SERVICE SHOULD BE CONSTRUED AS INVESTMENT ADVICE.

11. LIMITATION OF LIABILITY

11.1. Monetary Cap. Each party’s total aggregate liability arising under or in connection with the Subscriber Agreement shall not exceed all Fees paid or payable in the six (6)-month period immediately preceding the first event giving rise to a claim, or if the claim is made within the first six (6) months, six (6) times the contracted monthly Fees in the month immediately preceding the first event giving rise to a claim.

11.2. Exclusion of Certain Damages. EXCEPT FOR LIABILITY ARISING UNDER SECTION 9 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) WHETHER INCURRED DIRECTLY OR INDIRECTLY, ANY LOSS OF PROFITS, REVENUE OR GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE.

11.3. Exclusions from Monetary Cap and Certain Damages.

11.3.1. The limitations and exclusions of liability set forth in Section 11.1 and 11.2 above do not apply to:

11.3.2. Amounts due and payable by you for the Service;

11.3.3. The indemnification obligations in Section 12 (Indemnification);

11.3.4. Fraud or wilful misconduct;

11.3.5. Your violation of Section 4.4, 5.1, 5.2, 5.3 or 5.4 of these Terms; or

11.3.6. Any other liability that cannot be excluded or limited under Applicable Law.

11.4. Applicability of Limitations and Exclusions. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 SHALL APPLY REGARDLESS OF THE LEGAL BASIS OF THE CLAIM, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY (A) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, AND (B) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE FORESEEABLE.

12. INDEMNIFICATION

12.1. You will indemnify, defend and hold harmless, us, our Affiliates, any Third-Party Providers, and each of our and their respective officers, managers, directors, employees, agents, consultants, licensors and representatives from and against any claims, damages, losses, liabilities (whether in contract, tort (including negligence) or otherwise), costs, and expenses (including reasonable attorney’s fees) resulting from a third-party claim (including claims against us by a Third-Party Provider) arising out of you or your Authorized Users’ violation of Sections 5 or 6 of the Subscriber Agreement or any Third-Party Provider Terms.

12.2. Indemnification Procedure. You shall not settle any claim without our prior written consent, which shall not be unreasonably withheld. We may employ, at any time, separate counsel to represent us, at our own cost and expense. We will provide you with information, assistance, and authority necessary to fulfill your obligations under this Section 12.

13. PERSONAL DATA.

We will process Personal Data in accordance with Applicable Laws and our privacy policy currently at https://www.quincy.news/privacy-policy/, as may be updated from time to time. We may be required to share Personal Data with Third-Party Providers in connection with the Service, and such Third-Party Providers will process Personal Data in accordance with their own privacy policies. We have no liability or obligation for processing of Personal Data by such Third-Party Providers. You are responsible for obtaining any consents and notices required to permit (a) you and your Authorized Users’ use and receipt of the Service, and (b) our accessing, storing, and processing of data provided by you under the Agreement, including sharing of Personal Data with Third-Party Providers.

14. MISCELLANEOUS

14.1. Governing Laws. The Subscriber Agreement will be governed by and construed in accordance with the laws of the state of New York, without giving effect to choice of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2. Dispute Resolution. Subject to Section 14.3 (Injunctive Relief), all claims and disputes arising under or relating to the Subscriber Agreement are to be settled by binding arbitration in the state of New York. For clarity, your failure to pay undisputed amounts when due is not subject to this clause. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. An award of arbitration may be confirmed in any court of competent jurisdiction.

14.3. Injunctive Relief. Nothing in this Agreement prevents either party from seeking an immediate injunction or similar remedy from a court of competent jurisdiction to prevent or restrain breaches of the Subscriber Agreement, including Third-Party Provider Terms.

14.4. Entire Agreement. The Subscriber Agreement, including Third-Party Provider Terms, sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of the Subscriber Agreement, including for example, any term, condition, or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence, or other document or (b) related to any invoicing process that you submit or require us to complete.

14.5. Language. All Subscriber Agreement communications and notices must be in English. If a translation is provided, in case of conflict the English version controls.

14.6. No Waivers. No failure or delay by either party in exercising any right under the Subscriber Agreement will constitute a waiver of that right. The rights and remedies under the Subscriber Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in Section 12 (Indemnification) to the contrary.

14.7. Relationship of the Parties. The parties are independent contractors. The Subscriber Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for the payment of all compensation owed to its employees, as well as all employment related Taxes.

14.8. Publicity. Neither party will issue any press release or make any other public communication with respect to the Subscriber Agreement or your use of the Service. Neither party shall, without the other's express prior written consent, use the name, trademark or other service mark of the other party in press releases or other promotional materials or as a commercial reference regarding use of the Service.

14.9. Headers. Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

14.10. No Third-Party Beneficiaries. The Subscriber Agreement does not confer benefits on any third party unless it expressly states that it does.

14.11. Severability. If any part of the Subscriber Agreement is illegal, invalid or unenforceable, the rest of the Subscriber Agreement will remain in effect. The parties agree that such provision shall be revised to the minimum extent necessary to render it valid and enforceable, and, to the fullest extent possible, in a manner that most closely reflects the original intent of the parties.

14.12. Assignment. You may not assign any of its rights or obligations under the Subscriber Agreement, (by operation of law or otherwise) without our prior written consent in each case (not to be unreasonably withheld). You acknowledge that our consent may be subject to Third-Party Provider Terms. Any assignment in violation of this Section is void. Subject to the foregoing, the Subscriber Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.13. Force Majeure Event. We will not be liable for any delay or failure to perform any obligation under the Subscriber Agreement where the delay or failure results from any cause beyond our reasonable control, including without limitation acts of God, disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government (including changes to Applicable Law), acts of terrorism, public health crisis (including pandemics), or war.

14.14. Notices. Whenever any notice or other communication is given by one party to the other , such notice will be in writing and may be delivered by email (with confirmation of transmission), registered mail, return receipt requested, express delivery service, courier, or delivered in person at the address set forth in the applicable Service Order). Notices properly given in accordance with this Section will be effective on the date actually received. Email notices are effective on the earlier of: (i) acknowledgement by reply email, or (ii) the first business day after sending without a system bounce-back.

15. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the relevant party. In this definition, “control” and its derivatives mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, by the ownership of voting securities, by contract or otherwise.

“Applicable Law” means any statute, regulation, policy or order of any governmental agency or judicial authority with competent jurisdiction over the parties, the Service, or the subject matter of the Subscriber Agreement, including all applicable import, re-import, sanctions, anti-bribery, anti-money laundering, export and re-export control laws and regulations.

“Authorized Users” means your or your Affiliates' employees or individual contractors acting under your direction in the ordinary course of business, who, if required to be authorized by a Third-Party Provider to receive Content, are so authorized.

“Commencement Date” means the date on which Content is first made available to you at any Campus Area, or other content delivery location, in the applicable Service Order.

“Confidential Information” is defined in Section 9.1.

“Content” means all information, including headlines, news releases, articles, text, data, graphics, moving and still images or sound recordings, and metadata provided through the Service. Content includes Content originating or licensed from a Third-Party Provider.

“Derived Data” means data points you create from the Content for the purpose of performing calculations and that cannot readily be recognized as deriving from the Content, reverse engineered or otherwise traced back to the Content. Derived Data must not violate the copyright or other rights of the original publisher of the Content and cannot be used as a substitute for the Content.

“Fees” is defined in Section 7.1.

“Intellectual Property Rights” means patents, trademarks, service marks, trade and service names, domain names, copyrights, topography rights, database rights, design rights, trade secrets and other intellectual property, proprietary or moral rights, whether or not they are registered and including all applications and rights to apply for registration, and all similar or equivalent rights, anywhere in the world.

“Internal Controls” means the systems, rules, procedures, authorisations and policies which, taken together and to the satisfaction of us and the relevant Third-Party Provider: (1) record and identify all authorised access to Content and (2) prevent any unauthorised access to Content, or (3) identify and record unauthorised access and facilitate appropriate action.

“Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a natural person (or is otherwise defined as “personal data,” “personal information,” or “personally identifiable information” by Applicable Law).

“Policies” means our policies, terms of use, and other restrictions and obligations described on the Provider Site as may be updated by us from time to time. Policies includes any other policy or terms referenced or incorporated into this Agreement, but does not include marketing materials on the Provider Site.

“Provider Site” or “Site” means http://www.quincy.news/ (and any successor or related locations designated by us), as may be updated by us from time to time, whether public-facing or portal-based.

“Provider Timestamp Data” means any time or sequence information relating to the delivery, receipt, processing, or display of the Service or Content, whether included in the Service or recorded by your systems upon receipt, including without limitation receipt timestamps, sequence numbers, inter-arrival times, latency/jitter measurements, clock-sync offsets, and any metrics or analytics derived from the foregoing.

“Service” means the distribution of Content to you as mutually agreed pursuant to a Service Order, including all related software, materials, and documentation provided by us to you. Service also includes your access to Content available on our Site without a Service Order.

“Service Order” means a duly executed agreement in the format authorized by us including electronically via the Provider Site, identifying at a minimum the Service being subscribed by you and the applicable Fees and minimum duration for such Service.

“Subscriber Agreement” is defined in Section 1.

“Surcharges” means regulatory surcharges that we (or our Affiliates) are required to pay and are permitted to recover from subscribers in connection with the provision, sale or use of any Service, including without limitation, permanent or temporary surcharges to meet government obligations, or to support a governmentally established subsidy program.

“Taxes” means all applicable taxes, including without limitation consumption, value-added taxes or other national, regional or local sales, use, excise, privilege, or other similar taxes, duties or charges imposed on or incident to the provision, sale or use of any Service, but excluding taxes on income, personal property, corporate franchises, or capital gains.

“Third-Party Host” is defined in Section 5.4.

“Third-Party Provider” means an unaffiliated third party who provides Content or an ancillary service necessary to a Service provided by us. Examples of Third-Party Providers include financial exchanges or news sources offering Content and data center providers offering cross-connects.

“Third-Party Provider Terms” are as defined in Section 4.4.

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