[Letterhead of PR Newswire]
PR Newswire Service Agreement for Amerilithium Corp [960224]
Thank you for the opportunity for PR Newswire Association LLC ("PR
Newswire," "PRN" or "we") to extend this special pricing package to
Amerilithium Corp ("Company" "Member" or "you").
Cost
Company will pay the annual flat rate of $20,880 (billed quarterly)
for forty (40) distributions to PR Newswire's NY Metro Newsline;
unlimited length.
Terms
This Service Agreement ("Agreement") will be in effect for one year
from the date of signature ("Term"), and will renew for additional one-
year periods unless either party provides 30-days written notice prior
to end date requesting to review, amend or terminate the Agreement.
- Company and/or any agency issuing news on your behalf will use
PR Newswire exclusively for all news release distribution services
("Services") during the Term.
- Either party may terminate this Agreement for violation by the
other party of any material terms or conditions of this Agreement,
provided that written notice has been given to the other party of the
circumstances of such default and, where the default is capable of
remedy, such party does not remedy the default within ten (10) days
after receipt of such written notice.
- In the event of a breach by the Company of any of the terms and
conditions of this Agreement, without waiving any rights PR Newswire
may have under this Agreement or otherwise, PR Newswire may invoice
Company for the difference between the discounted rates charged and the
PR Newswire published rates as of the date of provision of the
applicable Service.
- Company and/or any agency issuing news on Company's behalf will
submit all news releases for wire distribution via PR Newswire's secure
release-uploading system, the Online Member Center.
- Company must be a member in good standing and have executed PR
Newswire's New Membership Application an Conditions of Service,
attached as Attachment A and incorporated herein by reference
("Conditions of service"), to which the Services shall at all times be
subject, and you must pay all invoices when due. Services other than
standard wire, fax and email are subject to applicable Terms and
Conditions ("Applicable Terms and Conditions") that you must execute
prior to receiving such services.
- This Agreement and any and all schedules or exhibits attached
hereto, including the Conditions of Service, and other Applicable PR
Newswire Terms and Conditions, if applicable, sets forth the entire
agreement regarding the subject matter hereof.
Signed, accepted and agreed:
For Company: For PR Newswire:
/s/Xxxxxxx Xxxxxxx /s/Xxxxxx Xxx
----------------------- -----------------
Xxxxxxx Xxxxxxx Xxxxxx Xxx
Chief Executive Officer Vice President, Field Sales
2-June-2010 6/2/10
---------------- -----------------
Date Signed Date Signed
Attachment A: PR Newswire Conditions of Service
[Letterhead of PR Newswire]
Attachment A: PR Newswire Conditions of Service
1. PR Newsiwre facilities are governed by Federal and State
regulations, PR Newswire is a membership association. News copy and
other information, in any format now known or hereafter developed,
including, without limitation, textual, photographic, video and audio
files and urls (collectively, "Member Content"), may be submitted to PR
Newswire by members only, who are responsible for payment of all
invoiced fees, including an annual membership fee of $195.00 which are
due upon receipt of invoice. Service may be withheld from overdue
accounts. PR Newswire may charge, in addition to the amount past due,
interest thereon at the lesser rate of 1.5% per month or the maximum
rate permitted by law, as well as all costs of collection, including
legal fees and costs, incurred by PR Newswire or its agents. Member is
responsible for updating its information, including contact names,
addresses, telephone numbers and credit card information in a timely
manner.
2. Member is responsible for the content and accuracy of all Member
Content submitted by it. Because of the volume of information and copy
submitted to PR Newswire, PR Newswire cannot be responsible for
verifying any facts contained therein. Member represents and warrants
to PR Newswire that (i) it has the right to deliver to PR Newswire all
Member Content submitted by it: (ii) it will comply with all applicable
laws, rules and regulations including but not limited to the Children's
Online Privacy Protection Act of 1998 and laws relating to "spam,"
including obtaining all required authorizations, from recipients in
connection with distribution lists provided by Member and with respect
to any data provided by Member concerning individuals, Member has
received the consent of such individuals to such use and transfer;
(iii) no Member Content submitted by Member will contain any content
that is obscene, libelous, slanderous or otherwise defamatory, false or
misleading or which violates any copyright, right of privacy or
publicity or other right of any person; and (iv) the Member Content
will not contain any viruses, scripts, macros, or programs or links to
macros, scripts, programs, or any code that alters, destroys or
inhibits the operation of, or infiltrates, computer systems or data run
through such computer systems. Member shall indemnify and hold
harmless PR Newswire, its affiliates and agents, and those licensed or
otherwise authorized by PR Newswire to process, transmit or distribute
Member Content from and against any and all claims, losses, damages,
liabilities, costs and expenses (including reasonable attorneys' fees)
arising out of or relating to any breach by Member of the foregoing
representations and warranties or otherwise arising out of or relating
to the contents or nature of the Member Content.
3. PR Newswire reserves the right to reject or edit copy or other
information when necessary in its judgment, provided that no material
substantive edits will be made without Member's consent. Member grants
to PR Newswire a world-wide, royalty-free perpetual license and right
to reproduce, distribute, translate, archive and create derivative
works of the processed Member Content.
4. PR Newswire does not warrant or ensure that PR Newswire's services
will be free from errors, including omissions, interruptions, delays or
other timing errors, losses or defects, whether human or mechanical.
PR Newswire endeavors to disseminate promptly and accurately all news
and other information that it processes. Any errors by PR Newswire
will be corrected promptly upon discovery, without additional charge,
and such obligation to correct shall constitute the sole liability of
PR Newswire in this regard. PR Newswire makes no warranties, express
or implied, as to its service, including but not limited to any
warranties of merchantability or suitability for print or broadcast.
The liability of PR Newswire and its affiliates and agents to Member
shall be limited to the refund of the fees paid by Member in connection
with the item of Member Content at issue. In no event will PR Ne3wsire
or its affiliates or agents be liable for any indirect, consequential,
special, exemplary or incidental damages regardless of the form of
action, damages, claim, liability, cost or expense whether in contract,
statute, tort, (including, without limitation, negligence) or
otherwise. PR Newswire shall not be liable for any delay or non-
performance arising from any cause beyond in reasonable control,
including, without limitation, acts of God, governmental acts, war,
fire, terrorism, civil commotion or industrial disputes.
5. All news releases and other information transmitted by PR Newswire
must contain a Member-supplied contact name and phone number and a
clearly identifiable source. The source gives legitimacy to the news
release by indicating who is responsible for the content and cannot be
the name of an agency issuing news on behalf of Member.
6. These Conditions of Service shall be governed and construed in
accordance with the laws of the State of New York. These Conditions of
Service supersede all prior proposals, negotiations, representations,
agreements and understandings between the parties, including but not
limited to any Member provided purchase orders, "click wrap" or "shrink
wrap" terms and conditions or confidentiality agreements, and
constitute the complete and exclusive agreement between Member and PR
Newswire relating to the subject matter hereof. If any provision of
this Conditions of Service is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or
invalidated in any way. Any dispute arising under or related in any
way to this Conditions of Service shall be adjudicated in a court of
competent jurisdiction in the County of New York.
7. By its submission of copy and/or other information to PR Newswire,
Member agrees to be bound by these Conditions of Service. Member
represents and warrants that the undersigned has full right, power and
authority to execute these Conditions of Service.
I have read and agree tot eh full Conditions of Service
Company Name: Amerilithium Corp.
Authorizer's Name (Please print): Xxxxxxx Xxxxxxx
Title: CEO Telephone: ext.
Signature /s/Xxxxxxx Xxxxxxx Date: 02 June, 2010
