GENERAL TERMS AND CONDITIONS OF ATC'S
NEWSROOM
The general terms and conditions you are about to sign are a legally
binding agreement between you (" User ") and the owner of the
interactive news platform (" Newsroom "), ATC Future Media (" ATC ").
By becoming a member of the Newsroom or by using the website, you are
entering into a legally binding agreement with ATC.
If you do not want to register and become a Newsroom User, do not
conclude the Agreement, do not click "Join ATC" and do not access,
view, download or otherwise use any ATC webpage, information or
services. By clicking "Join Now," you acknowledge that you have read
and understood the terms and conditions of this Agreement and that you
agree to be bound by all of its provisions. By clicking "Join Now," you
also consent to use electronic signatures and acknowledge your click of
the "Join Now" button as one.
Where ATC has provided you with a translation of the English
language version of this Agreement, the and/or any other documentation,
you agree that the translation is provided for your convenience only
and that the French versions of this Agreement, and any other
documentation will govern your relationship with ATC.
1. INTRODUCTION
Press agency of the digital era, ATC brings competitive and flexible
solutions to all broadcasters, with original multi-thematic and
multi-media newswires, (text/sound/photo/video/rich-media) and
innovative possibilities of interactive convergence. ATC can count on
references in the field of new media (sat, web, sms, mms) as well as in
traditional international media (print, radio, TV). ATC offers its
services by the following means (non exhaustive list): subscription to
information flows on regular basis, reception of content orders from
ATC's clients, content selling via ATC's Newsroom, content offers,
themes, reports to clients. ATC works with a network of independent
content producers, exclusively or not, which offer subjects and upload
content in the Newsroom, and may receive occasional orders from ATC.
When providing its information and accepting these terms and
conditions by selecting " I have read and agreed the general terms and
conditions ", and clicking " Join the Newsroom ", the User becomes a
member of the Newsroom. The members of the Newsroom gain access to ATC
services and become members of the ATC's network of content producers
and right holders, which allows them to receive contract offers and
orders that the User is free to accept or refuse, to store their own
content in the Newsroom in order to increase their visibility and its
exploitation opportunities, propose ideas of content to be created by
the User, and to communicate with ATC's managers.
By becoming a User of ATC's Newsroom, the User agrees to grant ATC
the representation of his content. ATC collects personal data from the
User and proposes his talent and works to its clients. No agreement
between ATC and its clients shall be concluded without User's express
acceptance, and User shall therefore receive no revenue for his sole
membership. This agreement is neither a partnership agreement nor an
employer-employee contract, meaning that regarding any tax, social
obligations or any similar issue, the User will be in charge of his own
management.
2. RIGHTS AND OBLIGATIONS
On the condition that you comply with all your obligations under
this Agreement, we grant you a limited, revocable, nonexclusive,
non-assignable, non-sublicenseable license and right to access the
Newsroom and ATC's services. Any other use of ATC contrary to its
purpose is strictly prohibited and a violation of this Agreement.
As long as ATC continues to offer the Services, ATC shall provide
and seek to update, improve and expand the Services. As a result, we
allow you to access ATC as it may exist and be available on any given
day and have no other obligations, except as expressly stated in this
Agreement. We may modify, replace, refuse access to, suspend or
discontinue ATC, partially or entirely in our sole discretion.
For avoidance of doubt, ATC has no obligation to store, maintain or
provide you a copy of any content that you or other Users provide when
using the Services. ATC asks the User to keep a copy of contents on his
hard drive with a precise naming.
ATC may include links to third party web. You are responsible for
evaluating whether you want to access or use a Third Party Site. You
should review any applicable terms and/or privacy policy of a Third
Party before using it or sharing any information with it, because you
may give the operator permission to use your information in ways we
would not.
Unless there is an ongoing order, the User is free not to use the
Newsroom to sell his works. Being a member of the Newsroom does not
force the User to upload content to it, to answer order proposals,
accept orders or propose periods of availability.
The User is responsible of his expenses relating to this
collaboration with ATC (Internet access, computer…).
Unless there is a written agreement with this option, the User is
not authorized to transfer to others rights and obligations granted by
this contract. In case of a capital acquisition or the sale of a part
of its activities, ATC can transfer the rights and obligations ensuing
of this contract.
ATC manages its internal organization with full freedom and does not
have to account the User of the internal efforts developed for content
sales, therefore, ATC cannot guarantee any kind of results to the User.
ATC can contract with third party companies in order to sell the
content provided by the User.
3. TERMS OF USE
To be eligible to use the Newsroom, you must meet the following
criteria and represent and warrant that you: (1) are 18 years of age or
older; (2) are not currently restricted from the Newsroom, or not
otherwise prohibited from having a ATC account, (3) are not a
competitor of ATC or are not using the Newsroom for reasons that are in
competition with ATC; (4) will only maintain one ATC account at any
given time; (5) have full power and authority to enter into this
Agreement and doing so will not violate any other agreement to which
you are a party.
You agree to: (1) Keep your password secure and confidential; (2)
not permit others to use your account; (3) refrain from using other
Users' accounts; (4). Further, you are responsible for anything that
happens through your account until you close down your account or prove
that your account security was compromised due to no fault of your own.
When becoming a member, you must provide true and exact information,
which you will be able to complete or modify at any time if some of
them change. Please refer to our data protection policy to take notice
of your rights of access, modification and removal of the personal data
you have provided to us.
ATC does not have any obligation to verify the identity of the
persons subscribing to its services, nor does it have any obligation to
monitor the use of its services by other users of the community;
therefore, ATC disclaims all liability for identity theft or any other
misuse of your identity or information.
It is up to the User to learn how to use the Newsroom and its
functions, to manage his works so that every step taken within the
Newsroom is as efficient as possible, which will increase commercial
opportunities for the User and ATC. Nonetheless, it is highly
recommended to contact ATC about any question or issue regarding the
use of the Newsroom.
ATC's liability is not engaged if the service is temporarily
stopped, partially limited, even impossible in a case of "force
majeure". Are regarded as such, but not exclusively: natural disasters
(floods, storms, etc.), wars, terrorism, strikes, unforeseen legal
restrictions, power shortages, Internet breakdowns, lack of delivery
services such as post or e-mail, virus, etc.
4. DATA PROTECTION
The goal of the Newsroom is to improve content trades, orders,
offers and communication between Users and ATC. By joining the
Newsroom, you voluntarily and willingly provide ATC certain
information, including personally identifiable information, which we
collect in order to provide the Services. To become a User, you must
provide us the following information to create an account: name, first
name, company, birth date, city of residence, mobile phone, fixed
phone, username, Skype username, email address, mother tongue, spoken
and written languages, academics, profession, personal interests,
current clients, references, specialisation themes, own production
tools, and any other information found necessary to complete your
profile, that you may provide further on. Without prior notice, written
o spoken communications might be recorded for communication archives
purposes, or for staff training purposes.
You have the right to access, modify, correct and delete the data
you supplied to ATC. If you update any of your information, we may keep
a copy of the information that you originally provided to us in our
archives for uses documented in this policy. You may request deletion
of your information at any time by contacting ATC customer service. We
will respond to your request within 30 days.
ATC will retain your information for so long as your account is
active or as needed to provide you services. Your personal information
are collected and processed for the exclusive purpose of improving
commercial exchanges with our clients and to keep a database of the
members of our network. Your personal data will in no way be sold, nor
ceded to a third party or used form promotional purposes. However, some
personal information shall be provided to our clients to promote your
content. If you wish to close your account, we will retain and use your
information as necessary to comply with our legal obligations, resolve
disputes, and enforce this Agreement. In case of the decease of the
User, we will close his account under petition from a family member.
The information you provide to ATC may reveal, or allow others to
identify, your nationality, ethnic origin, gender, age, and other
aspects of your life. By providing information to us for the purposes
of creating your User account or adding any additional details to your
ATC profile, you are expressly and voluntarily accepting the terms and
conditions of this Privacy Policy and ATC's User Agreement that allow
ATC to process information about you. Supplying information to ATC,
including any information deemed "sensitive" by applicable law, is
entirely voluntary on your part. You have the right to withdraw your
consent to ATC's collection and processing of your information at any
time.
It is possible that we may need to disclose personal information,
profile information and/or information about your activities as a ATC
User when required by subpoena or other legal process, or if ATC has a
good faith belief that disclosure is necessary to (a) investigate,
prevent or take action regarding suspected or actual illegal activities
or to assist government enforcement agencies; (b) to enforce the User
Agreement, to investigate and defend ourselves against any third party
claims or allegations, or to protect the security or integrity of our
site; and/or (c) to exercise or protect the rights, property or
personal safety of ATC, our Users, employees, or others.
In order to help secure your personal information, access to your
data on ATC is password-protected, and sensitive data (such as credit
card information) is protected by SSL encryption when it is exchanged
between your web browser and the ATC website. To protect any data you
store on our servers, ATC also regularly audits its system for possible
vulnerabilities and attacks, and we use a tier-one secured-access data
centre. However, since the internet is not a 100% secure environment,
we cannot ensure or warrant the security of any information you
transmit to ATC. There is no guarantee that information may not be
accessed, disclosed, altered, or destroyed by breach of any of our
physical, technical, or managerial safeguards. It is your
responsibility to protect the security of your login information.
Please note that emails, instant messaging, and similar means of
communication with other Users of ATC are not encrypted, and we
strongly advise you not to communicate any confidential information
through these means.
If you have questions or comments about this data protection policy,
please email us at data@allthecontent.com.
5. ROLES
Once registered as a User in the Newsroom, you will be able to add
some complementary information to complete your profile. In particular,
you will be asked to select your "role". Roles are defined as your
professional and academic skills and your capacity on a particular
market. One User may have several roles as long as he fills the
requested conditions.
3 main roles have been predefined by ATC:
The CO "content owner" is the right holder of content already
produced, and has the capacity to cede its rights to a third party.
The CP "content producer" creates new content ordered by ATC or
creates content flows on regular periods previously established by
contract with ATC.
The PP "promotion partner" owns and cedes content to ATC for its
distribution, but expects no revenue for the said distribution.
Instead, the PP expects to improve his brand visibility and to promote
the product or service offered by its company.
6. ATC'S SERVICES
Once the information is correctly provided, the User gets access to
ATC's services, which will allow him to:
Store his content, completed or as a draft, in the Newsroom. User
shall indicate his authorship, ownership of the related rights and
eventually the limits affecting those rights, a brief description of
the work, and whatever information that may be needed for its
indexation.
To receive proposals or orders from ATC to create tailored content,
which can be freely accepted or refused by the User. When the User
accepts a proposal, this order shall be governed by a separated
agreement between the User and ATC. This agreement will include the
order conditions, such as type of work, language, length, date of
delivery, rates and payment methods.
To propose offers of content to be created, indicating a theme or an
idea which may be developed, or a content of any kind, the possible
extension, date of delivery. This offer shall be examined by ATC. ATC
will then accept it or refuse it, and if accepted, this offer will be
presented to clients. If any client should order that content, ATC will
contact the User and sign a separated agreement to order the work.
7. NON-COMPETITION AND EXCLUSIVITY
From the signature of the contract, the User should not have any
commercial transaction with ATC clients.
A similar system of distribution (digital distribution agency with
an electronic catalogue automatically indexed and listed from a
database) shall not be set up by the User for 36 (thirty-six) months
following the date of termination of the contract.
The User morally commits to not joining a competing organisation
(supplier of content / press agency) for 4 (four) months from the
termination of his association with ATC.
The User shall not join as a freelancer or as an extern any clients
of ATC without any exceptions for 9 (nine) months following the
termination of this present agreement. ATC's media clients sign a
"non-recruitment clause", where they accept in writing the principle of
not recruiting journalists from the ATC network into their media so
that ATC can recoup the fruits of its investment in human resources and
where they commit to paying a financial indemnity ("recruitment
compensation" and "opportunity compensation") to ATC in the event of
recruiting a User from the ATC network. The confidentiality clauses
apply for 24 (twenty-four) months following the date of termination of
the contract.
Potential clients of ATC who are also clients of the User at the
time of signing the contract shall be explicitly mentioned. Any media
is considered as such, in which the User has already published whether
on an ad hoc basis or regularly over the last 12 (twelve) months for
payment. The User shall make clear if he wants these clients to be
subject to a restriction regarding the ATC's offer. Any modifications
to the User profile must be communicated to ATC within 5 (five) days.
In the event of termination by one or other party, the User shall
not be able to retain the clients found / visited by him for ATC and
shall abstain from entering into business with them for a period of 19
(nineteen) months.
The act of directly contacting distributors of content prior to
termination in order to continue circulation following termination
without the intermediary of ATC is a breach of this agreement and may
result in financial penalties proportional to the estimated damages
over one year. A similar clause is included in the contracts of all
distributors. In the event where the User contacts the client after
termination of the contract with ATC, the Client commits to notifying
ATC. The User shall then be subject to a complaint and a request for
compensation.
8. CONFIDENTIALITY
The User formally commits to use information of any nature entrusted
by the other part only to allow contract discussions and/or execution
of the contracts. By receiving information of any nature transmitted by
one of the Parties, the Receiving Party commits that this is protected,
preserved in a secure place, and kept strictly confidential.
Furthermore, this information will be treated with the most extreme
precaution and efficient protections, in particular by any measure
preventing access to the data by unauthorized people.
All written and / or oral information provided by one Party to the
other is strictly confidential. Are regarded as such, but not
exclusively: remuneration modes, organizational modes, business models,
tariffs, technical infrastructure, content, contract content,
strategies as well as the content of this agreement. In the event of
contract termination, the clause of confidentiality still applies
completely for 36 months from termination date.The engagement of
confidentiality defined in this agreement does not apply to information
which was in the public domain before the date of their disclosure or
communication; which will fall into the public domain after this date
without violation of this agreement; that the law, the applicable
regulation or a decision of court would oblige to reveal.ATC expressly
guarantees the respect of the obligations contained in this agreement
by its employees and by the members of its network. If ATC must
contract with a third party for the needs of discussions and/or the
execution of the contracts, this third party company and its employees
individually commit themselves to respect the same confidentiality
obligations as those contained in this agreement. Without particular
notice, phone conversations can be recorded by ATC with the goal of
creating a collaboration archive and/or for formation reasons.
9. INTELLECTUAL PROPERTY
The Newsroom is a patent pending exclusive tool owned by ATC. It
cannot be reproduced, duplicated, its systems or functions cannot be
revealed, its software cannot be copied, subject to judicial
prosecution.
All the graphics, video, audio, texts, source codes, trademarks,
commercial names, database, or any other work in terms of intellectual
property in the Newsroom or obtained from ATC are exclusive to ATC and
cannot be exploited in any way, completely or partially, without prior
and written authorisation from ATC's management.When uploading or
storing a work in the Newsroom, the User keeps all the intellectual
property rights related to that work until those rights are ceded in a
separated agreement.
10. NULLITY
In the case of any present or future provisions of this contract
being or becoming legally ineffective or invalid in whole or in part,
this will not affect the validity of the remaining provisions of this
contract. Parties will make their best efforts in good faith and in the
respect of the initial intention, in order to negotiate and implement
one or several clauses having the same effect.
11. TERMINATION
The User may terminate this Agreement, for any or no reason, at any
time, with notice to ATC. This notice will be effective upon ATC
processing your notice. ATC may terminate the Agreement and your
account for any reason or no reason, at any time, with or without
notice. This cancellation shall be effective immediately or as may be
specified in the notice. Termination of your ATC account includes
disabling your access to ATC and may also ban you from any future use
of ATC.
ATC may restrict, suspend or terminate the account of any User who
abuses or misuses the Services. Misuse of the Services includes
creating multiple or false profiles; using the Services commercially
without ATC's authorization, infringing any intellectual property
rights, or any other behaviour that ATC, in its sole discretion, deems
contrary to its purpose. ATC can adapt the present agreement at any
time. From the modification's (electronic or postal) sending date of
the new information, the User has one month (31 days) to terminate his
contract if contract modification are refused. Except in case of
contract termination, the modifications will be regarded as accepted.
12. APPLICABLE LAW AND LEGAL VENUE
Swiss laws exclusively govern the relationship between ATC and the
User. Any litigation, which could occur between ATC and the User
regarding contract's interpretation or execution, will in priority be
regulated through discussions between parties and then be the subject
of an appendix to the present contract.
If the parts cannot find an agreement, the competent courts of
jurisdiction are the relevant authorities in the Canton of Geneva,
Switzerland. Legal venue is Geneva, Switzerland.