Upozornění: Text přílohy byl získán strojově a nemusí přesně odpovídat originálu. Zejména u strojově nečitelných smluv, kde jsme použili OCR. originál smlouvy stáhnete odsud
Order Confirmation Meltwater
Effective Date:
Meltwater Services
Meltwater Regular
(01 Jan, 2020 - 01 Dec, 2020)
= Users: Access by up to 5 Authorized Users (defined herein) to the Meltwater platform. "Authorized Users" means those specific
employees or consultants located in Czech Republic that Customer has authorized to use the Meltwater platform solely for
Customer's own internal business purposes.
8 Searches: 15 Searches. A "Search" is a string of keywords used to search online news or social media sources and find relevant
results in the form of articles or posts. Results are displayed in the Meltwater platform and contain a hyperiink to the original
source article or post.
= Dashboards: 10 dashboard(s) on the Meltwater platform. Dashboards are customizable and display analytics and search results
from any Searches. Each Dashboard can contain up to 9 Widgets.
8 Widgets: Access to both Brand Monitoring and Brand Analysis widget groups, including Potential Reach, Sentiment Score, Share
of Voice, Advertising Value Eguivalency, Top Languages, RSS Feed, Content Streams, Media Exposure, World Heat Map,
Trending Themes, Top Publishers and Top Locations widgets.
Sources: News and social media monitoring. News search results from all sources tracked by Meltwater worldwide.
Extras: Tagging, translation and distribution ořf search results.
Sentiment: Natural Language Processing (NLP) analysis of article sentiment in selected languages.
Support: Technical and Consultative support during normal local business hours, for the duration ofthe subscription.
Email: Daily e-mail reports and ad-hoc dashboard reports showing search results for Authorized Users.
Mobile: Access to Meltwater app (available in iOS and Android) to view saved Searches and Search Results.
Subject to the approval of Twitter, Customer may receive content from Twitter or post content to Twitter (*Twitter Content")
pursuant to this Agreement and Customer represents that it has read, understands, and agrees to be bound by Twitter's terms of
service located at https:/twitter.com/en/tos. Meltwater or Twitter may terminate Customer's access to Twitter Content if Meltwater
or Twitter reasonably believes that Customer is violating Twitter's terms of service.
E Full History
(01 Jan, 2020 - 01 Dec, 2020)
m No restrictions on historic online news search results. Historic search results are available in Searches and Dashboards.
E RSS IN
(01 Jan, 2020 - 01 Dec, 2020)
8 4 bundle(s) of 5 RSS feed inputs to the Meltwater platform.
8 Each RSS In can be added as a source and added to Dashboards.
= Results from RSS feeds can be viewed in Inbox or in Dashboards.
E Global Content
(01 Jan, 2020 - 01 Dec, 2020)
= Search results from all online news sources tracked by Meltwater worldwide.
E 1 Insight Report
(01 Jan, 2020 - 01 Dec, 2020)
z One (01) Insight Report including any of the following data points as reguired by customer; Media Exposure, Reach by
SimilarWeb, Top Publications, Top Infiuencers, Automated Sentiment Analysis and Net Tonality Score (NTS).
8 Benchmarking and comparative analysis of up to nine (9) competitors,
8 The report in PDF format is delivered as per customer reguest.
g Premium Social Package
(01 Jan, 2020 - 01 Dec, 2020)
1 Meltwater Deutschland GmbH, Rotherstrasse 22, 10245 Berlin, Germany,
VAT number: DE243303197 Company Registration Number: HRB97702 B, Amtsgericht Chadottenburg
www,meltwater.com
Social media content package for use with searches and dashboard analytics in Meltwater platform,
Search results from Twitter, Facebook, Instagram, Forum sites, Product Review sites and website comment sections.
Search results can be visualized alongside other content types in integrated dashboards.
Available widgets for visualization include Heat Maps, Media Exposure, Share of Voice, Top Posters, Sentiment Score,
Sentiment, Languages, Locations, Sources, Topic Momentum and Trending Themes.
Sentiment rating for all results using Natural Language Processing. (selected languages only)
=" Search results can be exported in PDF, Image or Excel formats.(selected languages only)
"Subject to the approval of Twitter, Customer may receive content from Twitter or post content to Twitter (*Twitter Content")
pursuant to this Agreement and Customer represents that it has read, understands, and agrees to be bound by Twitter's terms of
service located at https://twitter.com/en/tos. Meltwater or Twitter may terminate Customer's access to Twitter Content if Meltwater
or Twitter reasonably believes that Customer is violating Twitter's terms of service.
Total Price 4000.00 EUR
(amount excludes Sales Tax)
SPECIAL TERMS:
= The offer is valid until December 6th 2019
By signing below, Customer agrees to be bound by this Order Confirmation, the General Terms 4 Conditions, and Special Terms, if any,
which together constitute the entire Agreement between the parties. The signing individual represents that he/she has the authority to
enter into the Agreement on behalf of Customer
Customer Meltwater
Moravian-Silesian Tourism s.r.o. Meltwater Deutschland GmbH
Vítkovická 3335 Rotherstrasse 22
Ostrava-Vitkovice 702 00 10245 Berlin
Czech Republic Germany
Contact: David Karémář Company Registration Number: HRB97702 B, Amtsgericht
P: +420 603 148 617 Charlottenburg
VAT ID Number: CZ02995832
Date Vecem ber Srd, 2017 va
=
Name David Karčhncc Name Ferdinand Měhwald
Email dav. Eartrn ar(© metourirm.li
Title hor. |
i;
Signature k
i Moravian-Stesian Touver, s.46 |
Vilkovická 3335/15
| 702 CO Ostreava-Vhikovice
IČ: 02965 832 DIČ: CZ02995832 '
2 Meltwater Deutschland GmbH, Rotherstrasse 22, 10245 Berlin, Germany.
VAT number: DE243303197 Company Registration Number: HRB97702 B, Amtsgericht Charlottenburg
Www.meltwater.com
<> Meltwater
General Terms and Conditions of Use of Weltwater Services
41. Genéral
These General Terms and Conditions of Usa (TBC) together with tie
Order Confirmation and Special Terms (as defined in ie Order
Gonfirmation), H any, constitule iha enfire "Agreement" between tie
parties, This Agreamant shali govám Customérs ačosss to and UW58 B
the Site (as defined below) and the Melwater producis and services
purchased by Custornér as listed i the Order Confirmation (colectiely,
"Meltwaler | Serdces"j. The Melwaler Services are proúdad by
Meltwater Deutschland Gmbh ("Melwaterj and its third pary
providers, as applicábte, on and through the domain and sub-dorains
oč www.melbwaler,com (collectively, he "Sita“). Ta the extent of any
inconsistency betwegn the TÁC, Special Terma ani the Ómdér
Confirmation, the Special Terms shali take precedence, followed by ha
T8C and then the Order Confirmation, unless ohewso agreed by he
parties.
2 Right of Use
2.1 Customer is obligated to access and use the Site and the MeHaatar
Services, and any content accessed by or provided Iherein, in
accordance wlih all applicable laws, des and regutatinns and agrees to
accept Melwatars privacy půlizy, located at
iF mele comprivacy. Melwater rěšervés the daht lo make
changes to its policies and the Bite at any me, Subject to the terms
and oorditlons of the Agreement, Meltwater shal graní Customer a
non-excushé and non-transterabla right to permit tha Authorzed Users
spacified in tha Order Confirnation to use the Meltwater Services for
intemal purposes. This does not include performance of services for he
benefit of third parties, nor he use by Customar'a affilatác companiss,
Customar shalt be authorised to engage exlemá! consultánte aš users
of the Melwater Services on the premlse of appropriate contractual
agraemants and to the extent Ihat Ihey will use Ihe Mefwater Services
exdlusively for the Customer.
2,2 Cuslomars who are marketing or public rálatioms agencies may use
the Melwater Services o behalf of teir cienís but only K al of lhe
falowing conditions are met: (jj Čustomer agrees that Heltwater and is
Hcensors andfor providers are not parfas to lhe agrasment between
Customer and lis ciení; (i) Customers payment obligations pursuaní to
this Agreement are not dependent upon féčeivinýg payment fróm
Customers clients; di) Customer myst first obtain jl dienfs writlén
oonsent authorising Customer to provide client information as
necessary for Meltwater to parform under this Agreement: (iw) if
applicable, Customer must frsl oblaky its dienťs writen consent
aulhorising Čustamer to act on the ollent's behalf, including sending out
press releases using the Meltwater Services; and (vý lhě agreement
bebwegn Customer and its chénts is at řeast as restictie and protectivě
of Meltwateřs and jis lcensors“ andfor jls providers" rights as Ihig
Agreement. Customer shall bg solely responsihia for and shall camply
with all isws, rules, regulations and directivés Mm deliveriný and
providing he Customers agency services, including but mot liritéd 10,
any lews regarding privacy and Ihe use and disolosure of parsonal data
and any advertsing and'or marketing laws.
A, Prereguisites
Customar shall be responsible for oblaining and raintaining ak
hardware, | sofiware, | communičatons | egulpbment and network
Infrastructures regulred to access and use lhe Sile and the Melbwater
Services, and for paying ak third-party fees ani aceess charges
incurréd whiié using the Melbwater Serylcas.
4. Account and Password
Custormar will receive a password lo Jog in to the Site and access the
Meiwater Services. Customer shai havě sola responsibility for ali
achvities rélating lo such Customers account and shall immediately
inform Malbwater of any unáuthorsed use of ihe Customers account.
E. Product.Specific Térms and Conditions
H Customer purchases the following Melhwater Services, the fofowing
applicable térms and conditions Hsted below shaž apoly, in addition to
a other lerms of this Agreement:
5,1 Meitwater Rise: Customer shall have sole responsibility far
administering any Conteste, promolens, competitions © and/or
sweapstakes that may be oparated using tha Melwater Bervióes and
far creating and enforcing all appicabla rules, guidelines, terms of isé
arar privacy policlss for any such conteste, promotions, cormipetillons
and/or sweepstakes. Any bolerolate contest rules that may he provided
by Mejtwater are provided for Ilustrativa purposes and on an "as is"
basis only without any rapresentafion of warmanty, express, inplied,
statulory or otherwise. Customer is salaly responsible for ensuring tat
all contests, promotions, conpeliiona andior sweepstakes operated
using the Meltwater Services and all rufes, guidelnes, terms of use
aror privacy policies govemina any of the foregolng, comply with all
applicable isws, rules, regulations and orders.
5,2 Online Newswire: Customer ahaji only release newswires, articles
or olher cantení that is directy assodiated with Customer, and
Customer acknowledges that neither Meier nor amy third party
newswire provider has any obigation to publish Custrmar content onio
any lhird party newswire or website. Melwaler and any third party
newswira provider, at their solé discretion, shall expressly rešervé he
right to refuse any néws reisases andřor olher content slch a5
graphic, photos and capions that are not conslstent with the purpose
of a professional news relazse distribution network,
53 Melwater Engage: Customer represents that it has read,
understands, and agrees to ba bound by ta terms and coreiitions
located | at | htipengage.meliwater commekwaterterns-of-service
Customeř agrses that Sprout Sodal [s an intended third party
Beneficiary of this Agreement Reference to Mellwater In Sections 6,
19 and 11, shall apply eaualy to Sprout Social as if Sprout Saoiat wera
named in place cf Meltwater to Ihe extent applicable. © For Ihe
avoidanca of doubt, he TAC (except for Sections F and 8) shall apply
for any trial use of the Engage Service.
6. Third Party Sites and Third-Party Content
Malialer Services may ingude Bnka to third party websites (Third
Party Sitas"). Customer is responsible for evalusting whethať to a0c66s
or uše a Third Party Site and agréss ty bě bound by any applicábls
terms found hereln. etwater does noí sereen, audit or endorse any
Third Party Site. Mefyater shalf not assume any responsibility for He
content, advertising, products or other materials "Third Party Content)
on Third Party Siles. Customer agrees it wilt not čopy, reproduce,
distribule, transit broadcast, meodiřy, disalav, sell, license or othengse
explok Third Party Content except in strict compiiance with he nahls, jí
any, granted to Customer by any [hird party. Customěr warránts that ai
content uploaded and distributed via the Melwaler Serdces by
Customer shai comly with all applicable law, Meltwater will terminate
iha account nf any Čuslomer, and binck ačcáss of any user, Who
Infinges any Meltwater or third párty Intellectual property right
F holčina and Payment
7. Přiar lo tha start of each contract term, Customer will be inyolced for
he fulb amount due, Čestomér strali pay all Fiwoices vt fourteen (14)
days after the invoica date. Excegt as provided in Section 7.4 balow, ali
payment obligations are non-cancellable and all fees paid by Customer
are nor-refundabi:,
7.2 Unlsss olhenwiše statad, Meltwaters feas do not include any 12x83,
lsylas, duties or simiřar govemmenlat assassmenís of any natura,
inckacng but nož limited to valug-added, sales and use, r withhakling
laxas, assessable by any local, state, provinolal, řederal or forelan
JuisdicHon (coHeciively, "Taxes"). Customer is responsible for paying
al Taxes assodlated with jiz purchase of Malwaler Services. f
Melwater has the legal objigation ta pay or collact Taxes far which
Customer is responsible, he approprialá amount shall be inwoined to
and paid by Customer, unfess Customer provides Matiarater with a valid
tax exempiion čertifčate from the appropriáte tax autority.
7.3 Customer is in breach of tis Seclion, Matwater shall be entiled
lo charge deřanít interást on the outstanding fees in the maxirum
amount allowable by izw andfór suápend or termiňaté accěss to Ha
Melwater Services at its soře oúplipn, with or withot notice ta
Customer. Additional dalms for payment default ramaln reserved.
7.4 In the evant Meltwaler materialy breaches this Agreement, and
such breach remains uneurad far a periad ní tnirty (30 days after nožice
form Gustomer, Čustomar shall bé entiléd to a pro-rata refund for the
portion of he then-curent térm that has been pre-pald and is subject to
the material breách and remains uncurěd.
4. Duratlan and Cangellatian
8.1 The Agreement shall commence on the date specitisd in tha Order
Confirmation and shall coinua for the initial term as statad therein,
unless earier [erminated in accordance wilh he Agreement Thersafiar,
the Agreement wiT be extended automatically for periods of time
enulvaféní to the initial term or the then-curent renewal term at
Melwaters hen-current prices and subjset to the terms of this
Agreement, unfess the Agreernent is canceled In writing at least sixly
(60) days prior to the explrallon of lhe iniiiaf term or be then-curent
renewal term. Any initfal pricing andřor payment terms shall only be
applicable ta [ne Initial term.
8.2 A timety cancellation according to Secfion 8,1 will become effaclive
as of the end of lhe respectivé term. Upon expiration or terminaion of
tha Agreement, Customers acoáss rights and aft othar rights granted
under his Agreement shall expira, Terminal of he Agreement shall
not act as a waiwer of any breach of the Agreement and shall not
release a party rom any liability for breach of such party's obligatlons
under ihé Agreement that occumed prior to the effective date of
terminatign,
8.3 In adgillon to other rights and remedies available to Melwater,
Mellwater is entitlad to cancel the Agreement without notice if Customer
wiolatés essential or material obligations under the Agreement.
Meltwater also raserves lhe rlght to cancel the Agreemant wlihaut
„noice [F a substantial deciina in the asset situation of Cirstamer occurs,
if insolvency proceedings are odenad for he assets of Customer or if
such proceedings are rejected due to lack of assets. Čustomar's right lo
lerminate the Agreement for cause without nátice remains unaffected,
8.4 The following Sections shall survive the expiration, lerminaion ©r
cancellaton of the Agreement in full force and effect: General, Third
Party Sitas and Third Party Content, Intellactuat Property, Data Lise and
Restrictions, Liabiity and Warranty, and Additional Provislons,
$, Intellectust Property
Subject to appiicable law, the content on the Site, except for content
created by ušers and third parties if any, ineuding wihout fimitation,
software, cos, forms, téxt and other materiais, trade marks, service
marks or kogos contained therein ČMarks"), are owned hy ar licensed to
Melwaler. Customar's use af tha She and thě Melwaler Services is
Himied lo he rights granted to Customer under tis Agreement and
Meltwater reserves all rights not exprassly grantad herein,
18. Data Eise and Restrictions
The rights granted to Customer under this Agreement do nat inofude
any resale of any portion af tře Site or ils cantenis; any čotlečtion and
use of any derivatve of lhe Site or iís contents; any downoading or
copying of account infmation for the benefit of another company ar
party, or any use of dala mining, robots, or similar data gathering and
extraciion tools. The Site or any poržan af the Site may nat be
reprodučed, duplicated, copied, sold, resald, visited, or olherwiss
exploited for any purpose Ihcansistent with the limited rights granted to
Customer under tis Agreement, Customer may not frame or utilise
faming technigues to enoose any trade mark, logo, or other Meltwater
generated content of tha Bite, or use msta tags or any other "hitklen
text" or data eleménts uliising Melwater's name úr kademarks without
express wrilten consent by Meliwater, Malhwater shall in na way be
responsible or kabié for unauthorised use or diseosura of personal
information by the Customer,
11, Liabijity and Warranty
11.1 Except as provided in section 11.4 belos, lo the maximum extent
pernited by applicable law, elhar parts total, aggregate liability
aršlng out of or in connečtion wlth dis Agreement shall in no ewent
excead tha total amount of payments due by Customer lo Mettwater
during Ihe tnritial term or the then applicable renewaf term of IB
Agraemeni.
11.2 To the maximum extent permitted by applicable law, in no event
shai slther party be fabis for any, indirect, incidantal, special,
consedueniá! or exemplary dámages, howewer caušéd ahd under any
theory of liability arisinů out of or kt connecfion with this Agreament
This shall indude, but not ba mitéď bo, any ioss oč profit, ooodwil or
business repulaon, any loss of data suflered, cost of procurement of
suhstitute goods or services, or other intangiME loss.
11.3 Melbwater warrants that it has thě legal power and authority to
enter Into this Agreement. Except as provided herein, Melbwatier
provides the Site "as is" without any warranty or condition of any kind,
express or implied, Meltwaler does not ouarántée unintermupted, secure
ar errorfree operatlon of the Site. Meltwater makes no reprášentation
or warranty as lo tha acouracy, melness, duality, čormpleteness,
suftability or retiability of any information or data acgessed on Ór through
the Site. Mo information obtained fom Malwater or through the Site,
<©8> Meltwater
whether oral or written, shall create any warranty not expressly stated in
this Agreement,
114 Any Hability on the part of Meltwater for damages caused
intentfonally or by lhe grass negligenče af Meltwater, lis tegal
representatvéš or senior executives as well as for damages arising
from toss of He, bodlty injury or illness, or from the assumolion of a
guarantee or a procuramerk risk, or under the German Product Liablity
Act (Produkthafungsgesetz) rámalns maffested,
12. Operating Hours and System Maintenance
12.1 Mellwater shall use commergialy rmasonable efforis to ensure that
the Customer receives uninterrupted and confinting service throughout
tha term of the Agreement
12.2 Notwthstanding Section 12.1, Meltwater may need to carry out
routine maintenance or urgent maintenance or the Meltwater Services
may becoma unavailable for reasons not within Malwaterřa control. l
such case, Malwater shal use commerčialy reasonabla efforts to
inform the Customer of any downfimě and restore Ihe Melhwater
Services as soon as reasonably practicahle, ln the event Meltwater fails
lo use commerřciaily reasonabla efiorts and the Melbwater Sarvices
remain unavalabie to Customer for more fhan thres (3) business days
of Customer first nošifya Melbnater of such unavaňabílity Mefbwater
will issue to Customer a oredit In an amount exiral to the pro-ráted
charges of one days usage fees for every day that the Meltwater
Services are unavailable for the Customer.
13, Adritlonal Provisiáns
13.1 The Agreementwiif be govermed by and interprated In accordance
with the laws of the jurigdiotion where Meltwater is located. To the
extent allowed by lw, Customer irevocaby sgrees al disputes arisi
out oFor in conněciion with this Agraement shali be finally seltled by
binding arbitratton under he Rules of Arbitration of the international
Chamber of Commerce by one arbiirator appolled i accordance with
the said Rules. The plzce of arbltration shall be the cíty where
Meltwater is located, The language of the arbitra proceedinge shall be
English for as determined betwěan the pariies). Judgernení upon any
awgrdís) renderéd by the arbiiratar may be entered In any -court having
Iunsdietion ihereof. The arbitrator is authorised bo include indhe award
an allocatřan la any party of such costs and expenses, including
reasonable attormeys“ fees, as fa arhirator shall deem reasonabie,
13.2 A party's waiver of a breach or defantt by the other parly of any
provislan of the Agreement shall not bé conátrued as a waher of any
suoceeding braaet or defas by the ather party, nor shall a pártys
failure to 6xércise or enforče any right or provision of the Agreement be
desmed tr be a Waler of stick right úr provision.
12.3 invalidity of any specific provision of this Agreement shall not
affací lhe validity of the ramainína provisions, Any nwalid provislon shall
be replaced by a valid provision which comes as close as possible to
the intent of the invařid provisiůn.
13.4 Meither třtis Agreement nor any obligatian or right hereundar may
be assigned or transfered by either party wihoul the prior writlen
consent of the olher party, which consent shall not be unreasonaty
witbhejd, provided, however, that both parfies may assion [ls
Agragmant in whota without he other pars prior čonsent lo A
aucoessor In interest in connection with a merger, acgulsilon or sala of
all or substantially all of its assets to which this Agresmént reláléš dř
condilon ihat such sučcessor in interest agreés in writing to čompiy
wilh all terms and conditions of this Agreement.
13,5 Both parties acknowedge and agrés that Mis Agraamant
oonstiiutes the entire agreement bétweén té paríes with regard to the
subject mater herein. Any other terms and conditions, including,
without Hrnifation, terms and čondiione om or attachad lo a purchase
order, vendor registration documents, tendars or reguest for proposals,
are vold and shall bé of no force and effect regardless of whelher hey
are dehvered to Maltwatar prior to, cončurmentiy, or afér Hrě execution
of this Agreement Performance by Meltwater with respect to thé
Meltwater Gendces shall not constitute acceptance of any adeillonat or
allarnative terms and conditions nor shall a failure to act on said
addillonal terms and condiians constitute acceptance of the provisions
contained Here.
13.6 This Agreement may only be amended in wrifng signed by an
aulhorised representativa of both parties.
13.7 Customer and Mefwaler agree Ihat notices may be sent by
electrónic mail, to Be electronic mal addrass indicated on iha Order
Confrmatian, or Ben-curent electronic mail address provided by a
parly la the olhěr party and designatad as the proper slačironic mal
address, and agree ihat nolicos are deemed received forty-pight (88)
A> Meltwater
hours aňer transmission. Each party agrees ihat any electronic
communication wii satisfy any legal communication reguiements, Global Version. Revisad 8.2015
inctuding all such communication reguired by applicable laws to bé
writing.