Terms of use

Please read these Terms carefully before you register to use the Thomson Reuters Communities.

1.             DEFINITIONS:
Affiliate means (i) any entity that from time to time, directly or indirectly controls, is controlled by, or is under common control with Reuters Limited, or that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such entity or its business and assets, (ii) Thomson Reuters Corporation, Thomson Reuters PLC or any entity or entities that from time to time is / are the parent company or parent companies of any of the Thomson Reuters group of companies (each a “Thomson Reuters Parent Company”) or (iii) the respective direct or indirect subsidiaries of any Thomson Reuters Parent Company.  An entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
Individual Use means the User may use the Service to share and consume Information and Materials but may not Redistribute Information.
Information means all and any information and other content, whether static or changing, which is provided by TR as part of the Service excluding your Materials.
Redistribute means to send Information and third party Material outside the Service in the ordinary course of the User’s business.
Service means Thomson Reuters Communities including the Information and any Security Features.
Security Features means any passwords, PIN key, smartcard, physical token or similar or related data or feature.
Seller means a User who also signs up to sell content on the Service pursuant to the additional terms for Sellers herein
Terms means these terms and conditions as may be amended from time to time.
TR means Reuters Limited
TR Group means Reuters Limited and its Affiliates.
User means an individual who signs up to the Service
You means User or Seller as appropriate and ‘your’ and ‘yours’ shall be construed accordingly.

2.   USE OF THE SERVICE: You may access and use the Service subject to these Terms. This Service is for your Individual Use only. You may not reuse the Information contained on the Service in any way including Redistributing it, except that, with the prior permission of TR, you may integrate RSS feeds from the Service into your website.

3.   MATERIALS: This Service will allow you to post material (including a picture, video, other images, audio and/or text) ("Material"). By posting your Material, you warrant that such Material:

a.       is your own original work and you have the right to grant the rights described in clause 5 to TR;

b.       was not produced by you in the course of your employment, unless you have been authorised to post the Material by your employer;

c.        does not infringe upon any statutory copyright or upon any common law right, proprietary right, or any other similar right of any third party;

d.       does not violate any law, including by the manner in which it was obtained or created;

e.       is not libelous, defamatory or obscene;

f.         was not taken by any hidden, surreptitious or illegal means or any other method that violates another person’s privacy or publicity rights;

g.       is not subject to any other contract, agreement or license; and

h.       does not contain any viruses or other routines that may damage the Service.

Material you post and personal data you submit to TR may be posted on the Service and shared with any third party site that TR uses to receive your submission or to host and display such Material. TR may edit for formatting purposes only or remove your Material at any time and choose not to keep any record of it. We may provide you with personal information about Users who have accessed your Material to enable you to evaluate and manage how your Material is used, though this personal information may not be used for marketing purposes.

You accept that the views and materials you read are contributed by a third party and that they are not the views of TR.

4.   DATA PROTECTION / PRIVACY / COMMUNICATIONS: You agree that your details will be used as set out in the Thomson Reuters Privacy/Data Protection Policy. If you become aware any data about you or provided by you is inaccurate you must promptly notify us by email at communities@thomsonreuters.com. You acknowledge that the Service allows other users of the Service to send you emails via the Service Certain fields of information will be made available to other users; you will be notified which such fields will be publicly visible at the time you enter your details. Please do not register for the Service if you do not wish this to happen.

5.   PROPRIETARY RIGHTS: In relation to the Material you create, you grant TR on behalf of itself and the TR Group a non-exclusive, royalty-free (subject to Section 25.1), worldwide license to (i) use your name, logo and other identifiers (as provided by you) to identify the Material licensed herein and to identify you as the source of the Material; (ii) use, receive, store, copy, display, package, process, manipulate, modify, adapt, edit, sub-license, and distribute your Material; and (iii) include your Material in any TR internet site and/or in TR information products and services, including without limitation in any news service provided to TR subscribers (“Subscribers”) for Redistribution to their own clients and users. Material shall be sub-licensed to Subscribers on TR’s standard terms and conditions for the relevant product or service.

Except for the Materials in which you have intellectual property rights and which you post on the Service, all intellectual property rights in the Service shall remain the property of TR or its licensors. You will not acquire any intellectual property rights in the Service or Information (other than those you acquire separately if you contract directly with those third party owners) and you may only use Materials and Information owned by third parties for your own Individual Use unless you have obtained such third party consent that permits you to make further use of and/ or exploit such Materials or Information; however, in relation to intellectual property rights held by you in Material that you post on the Service, you retain such rights.

TR may be required under certain laws or regulations to disclose information to government agencies or individuals (including to those asserting rights under the Digital Millennium Copyright Act), and you expressly authorize TR to comply with any and all lawful requests, notices, subpoenas, court orders or warrants without prior notice to you.

6.   THIRD PARTY RIGHTS: You acknowledge that third parties may have rights in the Information which they supply and they or another member of the TR Group may be a third party beneficiary of these Terms with the right to enforce and enjoy the protection of these Terms in their own name. Apart from these provisions, a person who is not a party to the agreement formed by these Terms shall have no rights to enforce any of its terms.

You agree to comply with any reasonable restrictions or conditions imposed on the use and access of Information imposed by the relevant third party provider in order to protect such third party’s legitimate interests. These may be notified to you by TR or by such third party. You may be required to enter into a separate agreement with a third party in order to receive their Information.

7.   FEES: Where fees ("Fees") are payable for certain optional elements of the Services, these elements will be made clear to you and if selected you will be responsible for the payment of all charges for the Service and for any Materials you choose to purchase on the Service. You will also be responsible for the communication facilities which enable you to access the Service and any other applicable VAT, sales taxes or similar taxes.

8.   PAYMENT: Payment for elements of the Service (such as pay per view content) shall be clearly marked and payment shall be made in accordance with the procedures set out by the payment processor. You acknowledge that you have read and understood these provisions and agree to be bound by them.

9.   SECURITY FEATURES: You agree to keep your Security Features confidential and secure and not to assign, share, sell, barter, transfer, recklessly compromise them or exchange them. If you learn or suspect that a Security Feature has been obtained by another person or has been compromised or the security of the Service has been affected, you must promptly notify TR by using "feedback" and/or take any appropriate security measures. You agree to cooperate with TR reasonable security investigations. Any attempt to access any part of the Service which requires Security Features without the required Security Features or any attempt to tamper with Security Features is unlawful and a material breach of this Agreement and could result in criminal and/or civil penalties. TR may change Security Features on notice to you for security reasons.

10.   DURATION AND TERMINATION:
These terms will take effect upon registration to the site and shall remain in effect until these Terms are terminated by either party. If you are a User, these Terms may be terminated by either party serving notice in writing to the other party.

TR may terminate or suspend your access to a Service if you cease to meet the published eligibility criteria or if any related Service is ended. TR may without notice suspend yours or everyone’s access to the Service, for security reasons or where it is reasonable to do so to protect its or another's legitimate interests. Upon termination, your rights to use the Service and the Information cease.

11.   FORM AND CONTENT: TR retains control over the form and content of the Service. TR may modify or cancel all or part of the Service.
TR may following a notice on the service for [3] days, and without incurring any liability to you, withdraw or modify certain features of the Service.

12.   INDEMNITIES:  

(a) You shall indemnify, defend and hold harmless TR and/or members of TR’s Group against any losses, damages, costs and expenses (including reasonable legal fees) (“Loss”) incurred by TR and/or members of TR’s Group that arise out of any claim brought by a third party claiming that your Materials as delivered by you to the Service infringe any Intellectual Property Rights of any third party, except to the extent liability arises in the circumstances set out in Clause 12(b). If any Information becomes, or in either party’s reasonable opinion is likely to become, the subject of any such claim, that party shall have the right to immediately remove the Material from the Service.

(b) You shall have no obligation or liability under this Clause 12 to the extent that the infringement arises from:

(i) a third party’s unauthorised modification of your Material;

(ii) a third party’s unauthorised combination of your Material with any other material or information.

(c) You shall indemnify, defend and hold harmless TR and/or members of TR’s Group against any Loss incurred by TR and/or members of TR’s Group that arises out of:

(i) your trading or other activity via the Service; or

(ii) your Redistribution of Information and/or third party Materials.

(d) Nothing in this Agreement seeks to limit either party’s liability for willful misuse of the Information or other material supplied under this Agreement or for fraud, or death or personal injury caused by its negligence.

13.   WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS. WHILE TR POSTS A COPYRIGHT NOTICE FOR USERS OF ITS WEB SITE, TR IS NOT RESPONSIBLE TO YOU OR TO ANYONE ELSE FOR THE ACTS OF THIRD PARTY USERS OF THE WEB SITE, INCLUDING THOSE WHO VIOLATE TR’s COPYRIGHT OR THESE TERMS OF USE.

14.   LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THESE TERMS, TR DISCLAIMS LIABILITY FOR ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, DELIVERY, ERROR, OMISSION, INTERRUPTION, DELETION, OR DEFECT OF THE SERVICE, OR CAUSED BY MATTERS BEYOND ITS REASONABLE CONTROL, SUCH AS PROBLEMS WITH TELECOMMUNICATIONS NETWORKS, COMPUTER VIRUSES, UNAUTHORISED ACCESS OR ISSUES RELATED TO YOUR SECURITY ARRANGEMENTS NO MATTER WHAT THE CAUSE OF ACTION.
IF YOU PURCHASE A SERVICE THAT IS DELIVERED OVER A SET PERIOD OF TIME (NOT IMMEDIATE DOWNLOAD), THEN YOU AGREE THAT THE SOLE REMEDY FOR NON-AVAILABILITY OF SUCH A SERVICE SHALL BE A PRO-RATED REFUND OF THE FEES.

IF YOU PURCHASE A SERVICE THAT IS DELIVERED BY IMMEDIATE DOWNLOAD, THEN YOU AGREE THAT ONCE THE DOWNLOAD HAS SUCCESSFULLY COMPLETED YOU HAVE NO RIGHT TO A REFUND OF THE FEES.

15.   HYPERLINKS: You may, through hypertext or other computer "links", gain access to other sites which are not part of the Service. TR assumes no responsibility or liability for any material outside of the Service which may be accessed through any such "link". The provision by TR of a link to another site does not constitute an authorisation by TR to access materials at that site or an endorsement by TR of any such material.

16.   GOVERNING LAW AND JURISDICTION: THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.

17.   GENERAL:

(a) To the extent permitted by laws applicable to these Terms, these Terms represent the final, entire and exclusive agreement between you and TR relating to the Service and supersede all other prior agreements or understandings relating to the Service.

(b) Delay or failure by either party in enforcing these Terms at any time will not constitute a waiver by that party of its rights or remedies.

(c) TR may modify any of these Terms at any time by notifying you of any changes by email. Any such changes will be effective from 24 hours after emailing by TR.

(d) Severability: If any term or provision of this Agreement is held to be invalid or unenforceable, such term or provision shall be ineffective only to the extent of such invalidity or unenforceability and the remainder of this Agreement shall continue in full force and effect.

(e) Any e-mail which TR sends you in respect of the Service shall be deemed effective within 24 hours.

(f) All members of the TR Group have the right under the Contracts (Rights of Third Parties) Act 1999 (the Act) to enforce and/or rely on the terms of this Agreement. You and your direct and indirect Affiliates (“Group”) have the right under the Act to enforce and/or rely on Clause 22.

(g) The Act shall not affect any right or remedy available to any member of TR Group or your Group apart from that Act.

(h) Notwithstanding Clause 17(f), this Agreement may be terminated or varied in accordance with its terms without the consent of any member of the TR Group, or your Group.

(i) Publicity: Neither party shall use the other party’s name or mark in any advertising, written sales promotion, press releases, and /or other publicity relating to this Agreement without the other party’s written consent.  Notwithstanding the above, during the term of this Agreement only, TR may indicate that your data is included in the TR services in sales promotion materials and customer conversations.

(j) Independent Parties: Neither party is an employee, agent, co-venturer, or legal representative of the other for any purpose. The parties are independent contractors.

(l) Neither party may transfer any right or obligation of the Agreement without the prior written consent of the other. This consent may not be unreasonably withheld or delayed.  However, TR may, upon written notice to you, assign these Terms or any rights granted hereunder, in whole or part, either to members of the TR Group or in connection with its reorganisation, the sale of a division, product or service of TR or any other business transaction of a similar nature, in each case without your prior consent.

 

Additional Terms for Sellers

The following additional terms apply to your activities as a Seller of content to the Service:

18.   LICENSE: You produce, create, and/or develop content (“Content”). You grant TR on behalf of itself and the TR Group a non-exclusive, royalty-free (subject to Section 26.1), worldwide license to (i) use your name, logo and other identifiers (as provided by you) to identify the Content licensed herein and to identify you as the source of the Content; (ii) use, receive, store, copy, display, package, process, manipulate, modify, adapt, edit, sub-license, and distribute your Content; and (iii) include your Content in any TR internet site and/or in TR information products and services, including without limitation in any news service provided to TR subscribers (“Subscribers”) for redistribution to their own clients and users. Content shall be sub-licensed to Subscribers on TR’s standard terms and conditions for the relevant product or service.

19. DELIVERY: You shall provide your Content to TR promptly upon creation and not later than you provide such Content to any other vendor or third party who is a competitor of TR.

20.  COSTS: TR shall bear all costs relating to distribution of Content to Subscribers. You shall bear all costs relating to the development and delivery of your Content to TR.

21.   TERMINATION: Either party may terminate the Agreement at any time upon 30 days’ written notice. Upon termination or expiration of this Agreement, upon request, each party shall destroy or return the other’s materials (including any TR software, documentation, or other materials). However, TR may retain Content delivered prior to such termination in order to comply with relevant laws and regulations. Sections 21, 22, 23, 24, 25, and 26 shall remain in effect and survive any expiration or termination of this Agreement.

22.   CONFIDENTIALITY: In the parties’ relationship under this Agreement, either party may receive or have access to Confidential Information (as defined below) of the other. Each party shall safeguard the confidential nature of the other’s Confidential Information as it would its own Confidential Information, using at least reasonable care. Neither party may use, copy, or disclose any Confidential Information of the other, unless (i) necessary to perform its obligations under this Agreement or (ii) required by law or court order. “Confidential Information” shall mean all proprietary information disclosed by a party to the other and indicated as confidential. Confidential Information shall not include information that: (a) is known to the party receiving it as of the date of disclosure, other than by prior confidential disclosure; (b) is in the public domain, through no fault of the party receiving it; or (c) is independently developed by the party receiving it.

23.   OWNERSHIP:

(a) As between the parties, the Content contributed to TR by you shall remain your sole property.

(b) As between the parties, any materials provided to you by TR under this Agreement shall remain the sole property of TR. You shall not modify, decompile, or reverse engineer such materials.

24.   WARRANTIES: TR warrants that it has the right to grant to you the rights granted herein.

You warrant that (i) you own and/or have the right, and are permitted under applicable laws and regulations to provide the Content to TR and to grant to TR the rights granted herein; (ii) you shall use reasonable care and skill in creating and delivering the Content; (iii) you shall comply with applicable laws and regulations in providing Content; and (iv) the Content transmitted to TR, the rights granted herein, and the exercise of such rights do not infringe the proprietary rights of any third party.

24.1 Limitations: EACH PARTY ACKNOWLEDGES THAT, OTHER THAN THE FOREGOING WARRANTIES, THE OTHER PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY SOFTWARE, INFORMATION, OR SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TR MAKES NO WARRANTY REGARDING AND SHALL HAVE NO LIABILITY ARISING FROM THE DISPLAY OR DISTRIBUTION OF CONTENT, THE ERRONEOUS DELIVERY OF CONTENT OR INACCURACY, INVALIDITY, OR INCOMPLETENESS OF CONTENT.

25.   INDEMNITY: Each of the parties agrees to indemnify and hold harmless the other (including its affiliates, partners, officers, directors, employees, agents, and representatives) against any claims and/or liabilities of any nature, including reasonable attorneys’ fees, arising out of or relating to any breach of the warranties made by such party pursuant to Section 24 (Warranties) or breach of Section 22 (Confidentiality) (the breaching party being the “Indemnifying Party” and the other party being the “Indemnified Party”). The Indemnifying Party shall not enter into any settlement or consent to any order that could adversely affect the other party without that party’s consent, which shall not be unreasonably withheld. An Indemnified Party shall give the Indemnifying Party (i) prompt written notice of the claim; (ii) the right to control and direct the defense and settlement of the claim; and (iii) reasonable assistance and information. The Indemnifying Party shall have no liability for damages caused by the Indemnified Party’s breach of these subsections 25(i)-(iii).

25.1 Limitations on Liability: Neither party shall have any indemnification liability other than as expressly set forth in Section 25. Except for a party’s indemnification obligations, each party’s maximum total liability under this Agreement shall not exceed US$5000 where no royalty fees are payable under this Agreement.  Where royalty fees are payable, except for a party’s indemnification obligations, each party’s maximum total liability under this Agreement shall not exceed the greater of (a) $50,000 or (b) the total amount of royalties actually paid to you by TR during the 12 month period immediately preceding the act or omission giving rise to the liability. Neither party shall be liable for any special, punitive, indirect, or consequential damages. Notwithstanding the foregoing, each party shall be liable without limit for certain claims in jurisdictions where such unlimited liability is required by law.

26.   SECONDARY DISTRIBUTION: TR shall have the right to market, sell, and license Content, directly to any third party (including TR clients not previously entitled) on the terms of this Section 25.

26.1 Royalty: When the parties agree that royalties shall be payable by TR in relation to income derived by it from third parties' use of the content provided by you, the percentage set out in the Royalties Schedule to this Agreement shall be payable. Net revenues means revenues received during the quarter, net of any discounts, adjustments, allowances, or other similar deductions actually taken. For your Content sold aggregated with other research, net fees shall be pro rated based upon percentage of dollar value.

You agree that TR will calculate the royalty amounts due and pay the royalties in accordance with its own accounts system, and you agree to comply with reasonable requirements in relation to the TR accounts system. TR may adjust the royalties that have been paid to you if the credit exceeds the royalty payable as a result of a time-based Seller stopping the sale of their content early. If TR have overpaid you royalties as a result of any adjustment, you may have to repay the overpayment to TR.

26.2 Reports and Audits: You, on not less than three months’ written notice, are entitled once during each twelve month period to audit the books and records of TR which relate exclusively to the calculating of the Royalty in that twelve month period. TR will make those books and records available to you for inspection during normal business hours at locations reasonably nominated by TR.  You will comply with TR’s reasonable security, operational and/or confidentiality procedures when inspecting TR records at those locations.

CONFIRMATION OF ACCEPTANCE: UPON YOUR ACCEPTANCE OF THESE TERMS, YOU WARRANT AND REPRESENT THAT YOU HAVE (1) ALL NECESSARY RIGHTS AND AUTHORISATIONS TO BE LEGALLY BOUND BY THESE TERMS; (2) THAT YOU ARE OVER 18 YEARS OLD.