FNS LICENSE AND ACCESS AGREEMENT 
BETWEEN USER AND FEDERAL NEWS SERVICE, INC.
 

The FNS Newsclips Online web site is comprised of various web sites and Webpages (as defined below) 
operated by Federal News Service, Inc., or its affiliates and third party content providers, and its successors 
and assigns (collectively, the "FNS Web Sites"). 
The FNS Web Sites are offered to you conditioned on your acceptance without modification of the terms, 
conditions, and notices contained herein ("Agreement"). Your use of the FNS Web Sites constitutes your 
agreement to all such terms, conditions, and notices. Your use of the FNS Web Sites may also be subject to 
additional terms and conditions specified in a written agreement between you and Federal News Service, 
Inc. ("FNS").  The absence of a written agreement shall not affect to enforceability of this Agreement
 

1. Definitions. 
For purposes of this Agreement, each of the following terms shall have the following meaning:
 

(a) "Access Agreement" means any written agreement between you and FNS, which 
incorporates by reference the terms and conditions of this Agreement.

(b) "License Fee" means the fee payable to the Service Provider from you in consideration 
for the license granted by the Service Provider to you to access and make Licensed Use of the Service, 
which fees are set forth in the Access Agreement.

(c) "Licensed Use" means your use of the Service and the Webpage for your internal, 
noncommercial use only, and subject to the other conditions and restrictions herein. 

(d) "Service" means the components of the Online Service set forth in the Access 
Agreement. 

(e) "Service Provider" means Federal News Service, Inc., its successors and assigns.

(f) "Webpage(s)" means the webpage or the webpages on the FNS Web Sites which you 
access only using the user identification number(s) and password(s) assigned to it by the Service Provider 
in order to utilize the Service.

(g) "you" or "your" means: (i) the entity identified in the Access Agreement in the 
event an Access Agreement has been signed; and (ii) the user of this site in the event an Access Agreement 
was not signed.

Other capitalized terms shall have the definitions ascribed to such terms herein.
 

2. Providing the Services.

(a) Subject to the terms and conditions of this Agreement, including, without limitation, 
payment of the License Fee, the Service Provider agrees to grant to you a limited, non-exclusive license
for the number of your employees or consultants set forth in the "Authorized Number" 
section of the Access Agreement, to access the Webpage and make Licensed Use of the Service.  

(b) The parties may hereafter mutually agree to modify the Service (i.e., add or subtract 
portions of the Online Services that are included in the Service).  All such mutually agreed modifications 
shall be set forth in an addendum to the Access Agreement.
 

3. Term and Termination. 

(a) The Service Provider shall provide the Service to you for the initial term specified in the 
Access Agreement or, in the absence of an executed Access Agreement, for an initial term of one (1) year 
(the "Initial Term").  The Initial Term shall automatically renew for additional one (1) year terms (each, a 
"Renewal Term") (the Initial Term and the Renewal Term are collectively referred to herein as the "Term") 
unless either party hereto provides to the other party written notice of non-renewal at least sixty (60) days 
prior to the expiration of the then current Term, or unless this Agreement is otherwise terminated in 
accordance with this Section.

(b) The Service Provider may, subject to any applicable law, suspend providing the Service 
or terminate this Agreement (and the license granted and the Service provided hereunder) immediately at 
any time if you (i) make any use of the Service or the Webpage other than the Licensed Use, or (ii) breach 
any of your other duties and obligations hereunder, including, without limitation, payment of the License 
Fee.  Upon the occurrence of any of such events, the Service Provider may suspend providing the Service 
with or without notice, and may terminate this Agreement by providing you with written notice of 
termination.

(c) Upon termination of this Agreement, all licenses for use of the Service and access to the 
Webpage granted hereunder, shall automatically terminate; provided, however, that termination of this 
Agreement shall not affect your obligation to pay to the Service Provider any amounts that became due 
prior to the date of termination of this Agreement and any applicable late fees, and the provisions of 
Sections 3(c), 4(b), 4(c), 5, 6, 7, 8, 9, 10, 11, 13 and 14 shall survive termination of this Agreement.
 

4. License Fee; Payment.

(a) In consideration for the Service Provider's agreement to provide the license to make the 
Licensed Use of the Service, you agree to pay to the Service Provider the License Fee.

(b) Unless stated otherwise in the Access Agreement, you shall pay in advance to the Service 
Provider the Service Fee for each month in the Term, no later than the first day of such month (the "Due 
Date").  If any Service Fee payment for any month of the Term is made after the fifteenth (15th) day of such 
month, then you agree to pay interest at the rate of 2% per month on the unpaid balance of such invoice.

(c) You shall pay all sales, use, value-added, personal property or other governmental tax or
levy imposed on the Service (including interest and penalties imposed thereon), other than taxes based on 
the net income or profits of the Service Provider.

(d)  Upon default under the Access Agreement, FNS will have all remedies specified in the 
Access Agreement and this Agreement.
 

5. Access to the FNS Web Sites and Prohibited Uses 
    of the FNS Web Sites and the Service.

(a) The Service Provider shall assign to each of your employees, consultants or authorized 
third parties (up to the Authorized Number) a unique user identification number and password for obtaining 
access to the Webpage for use of the Service.  Each such user identification number and password shall be 
used only by the employee, consultant or authorized third party to whom it is assigned.  You are 
responsible for safeguarding and protecting such user identification numbers and passwords from 
unauthorized disclosure to or use by others, and you shall promptly notify the Service Provider if you know 
or believe that any of such user names and/or passwords is being utilized by anyone other than the 
individual to whom it was assigned.  You shall be responsible for ensuring that all of your employees and 
authorized third parties using the Service or accessing the Webpage abide by your obligations under this 
Agreement in their use of the Service.  Any act or omission of any such party related to the use of the 
Service or access to the Webpage shall be deemed to be the act or omission of you for any and all purposes 
(including, without limitation, if such act or omission gives rise to a breach or default under this 
Agreement).

(b) Except for the Licensed Uses, you may not display, copy, download, store, reproduce, 
transmit, distribute, resell or otherwise commercially exploit any part of the Online Services, including any 
news articles, data or other information accessed from the Online Service, in any format or through any 
technology or media now existing or hereafter developed.  Without limiting the foregoing, you are 
specifically prohibited from distributing any of such news articles, data or other information or otherwise 
disseminating any part of the Online Services in a manner that competes, directly or indirectly, with the 
Online Service.
 

6. Certain Proprietary Rights.

(a)  The contents of the FNS Web Sites (including the Webpage) and all webpages to which 
you may link from the Webpage, such as text, graphics, images, logos, button icons, software and other 
material (collectively, the "Material"), are protected under both United States and foreign copyright, 
trademark and other laws.  All such Material is the property of the Service Provider or the Third Party that 
supplies such content. The compilation (meaning the collection, arrangement and assembly) of all content 
on the FNS Web Sites is the exclusive property of the Service Provider and may be protected by U.S. and 
international copyright laws.  Unauthorized use of any of the Material may violate copyright, trademark, 
and other laws.  You must retain all copyright, trademark, service-mark and other proprietary notices 
contained in the original Material on any copy made of the Material.  You may not sell or modify the 
Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for 
any public or commercial purpose. 

(b)  You shall not attempt to decipher, de-compile, disassemble or reverse engineer any of the 
software comprising or in any way making up a part of the FNS Web Sites. 
 

7. Third Party Materials.

(a) The Service consists of internet links from the FNS Web Sites to webpages and websites 
maintained by third parties (the "Third Parties").  If any of such Third Parties prevent access to any of the 
webpage(s) to which links are provided from the Webpage, charge a fee to the Service Provider (or any of 
the Service Provider clients that access such webpages from the links on the FNS Web Sites, including 
you), or otherwise restrict access to such webpages, then the Service Provider may change, add or 
discontinue any of the affected links or other features of the Service at any time without prior notice to you.

(b)   Any dealings with third parties (including advertisers) included within the FNS 
Web Sites or participation in promotions, including the delivery of and the payment for goods and services, 
and any other terms, conditions, warranties or representations associated with such dealings or promotions, 
are solely between you and the advertiser or other third party. The Service Provider shall not be responsible 
or liable for any part of any such dealings or promotions.

(c)   In addition, you hereby acknowledge and agree that such Third Parties may, at their 
discretion and without prior notice, remove a webpage or alter the content of a webpage maintained by 
such Third Party.  You further acknowledge and agree that because the Service Provider has no control 
over such sites and resources, the Service Provider is not responsible for the availability of such external 
websites or resources, and does not endorse and is not responsible or liable for any content, advertising, 
products, or other materials on or available from such websites or resources. You further acknowledge and 
agree that the Service Provider shall not be responsible or liable, directly or indirectly, for any damage or 
loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods 
or services available on or through any such website or resource.
 

8. Disclaimer of Warranties. 

THE MATERIALS IN THIS SERVICE AND THE INTERNET 
WEBSITES MAINTAINED BY THIRD PARTIES ARE PROVIDED "AS IS" AND WITHOUT 
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT 
PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SERVICE PROVIDER DISCLAIMS ALL 
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.  THE SERVICE PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS 
CONTAINED IN THE MATERIALS AND PRODUCTS WILL BE UNINTERRUPTED OR ERROR-
FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICE, OR THE SERVER 
THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 
THE SERVICE PROVIDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS 
REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SERVICE 
OR IN THIRD PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, 
RELIABILITY OR OTHERWISE.  YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN 
THE SERVICE, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION. 
 

9. Limitation of Liability. 

THE SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY CLAIM, 
LOSS, DAMAGE, OR EXPENSE FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE 
FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT 
LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT, PROVEN DAMAGES IN AN 
AMOUNT NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE FOR 
THE FIRST MONTH OF THE INITIAL TERM IN THE AGGREGATE FOR ALL SUCH CLAIMS. 
EXCEPT AS SET FORTH ELSEWHERE IN THIS AGREEMENT, IN NO EVENT SHALL THE 
SERVICE PROVIDER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, 
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES 
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SERVICE OR WITH 
THE DELAY OR INABILITY TO USE THIS SERVICE, OR FOR ANY INFORMATION, SOFTWARE, 
PRODUCTS AND SERVICES OBTAINED THROUGH THIS SERVICE, OR OTHERWISE ARISING 
OUT OF THE USE OF THIS SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT 
LIABILITY OR OTHERWISE, EVEN IF THE SERVICE PROVIDER OR ANY OF ITS AFFILIATES 
OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 
 

10. Indemnification.

(a) You shall at all times defend, indemnify and hold harmless the Service Provider, its 
officers, directors, affiliates, and the successors and assigns of each of the foregoing (collectively, the 
"Indemnified Parties") from and against, and pay and reimburse the Indemnified Parties for, any and all 
liabilities, obligations, losses, damages, out-of-pocket costs or expenses (including interest, penalties and 
reasonable attorney's fees and expense incurred in the investigation or defense of any of the same or in 
asserting any of their respective rights hereunder) arising out of or resulting from any claim, action, suit or 
other administrative or judicial proceeding that is instituted by a third party (collectively, the "Third Party 
Damages") relating to any alleged act or omission of you, your employees, subcontractors or agents in the 
performance of the activities contemplated hereby or any failure by you to abide by any of the obligations 
or covenants set forth herein.

(b) If a third party asserts any claim against an Indemnified Party for which you are 
responsible under Section 10(a), then (i) the Service Provider shall give you written notice promptly after 
the Service Provider has actual knowledge of such claim and shall permit you (at your expense) to assume 
the defense of any claim or any litigation resulting therefrom; provided that the failure by the Service 
Provider to give such notice shall not relieve you of your indemnification obligations under this Agreement 
except to the extent that such failure results in a failure of actual notice to you and, as a result, you are 
materially damaged; (ii) counsel selected by you to conduct the defense of such claim or litigation shall be 
reasonably satisfactory to the Service Provider; and (iii) any Indemnified Party may participate in (but not 
control) such defense at its sole expense.  Without the Service Provider's express written consent, you shall 
not, in the defense of any such claim or litigation, consent to the entry of any judgment or enter into any 
settlement that provides for injunctive or other non-monetary relief affecting any Indemnified Party or that 
does not include as an unconditional term thereof a release from all liability with respect to such claim or 
litigation to all Indemnified Parties by the claimant or plaintiff.
 

11. Dispute Resolution. 

Except actions for injunctive and other equitable relief which may be brought 
in a court of competent jurisdiction at any time, if any dispute arises between the Service Provider and 
pertaining to this Agreement, such dispute shall be submitted to arbitration before a single arbitrator 
selected in accordance with the then-prevailing Rules of Commercial Arbitration of the American 
Arbitration Association.  The arbitration proceeding shall take place in the District of Columbia or such 
other location as the Service Provider and you may mutually agree.  Notwithstanding any contrary 
provision in the Rules of Commercial Arbitration of the American Arbitration Association, the Service 
Provider and you shall be entitled to discovery in any arbitration proceeding, including reasonable 
document requests, interrogatories, and depositions, all subject to the control of the arbitration panel.  In 
determining the scope and scheduling of discovery, the arbitration panel shall be guided by (i) the Federal 
Rules of Civil Procedure, and (ii) the interest of the parties in obtaining an expeditious resolution of any 
dispute that is the subject of the arbitration proceeding.  The arbitrators shall not contravene or vary in any 
respect any of the terms or provisions of this Agreement.  The award of the arbitrators shall be final and 
binding upon the parties, and judgment upon any award rendered therein may be entered and enforced in 
any court of competent jurisdiction.  In the event of any arbitration (or enforcement of an arbitration award) 
between the parties concerning performance or non-performance (or other breach) of either party's 
obligations under this Agreement, or either party seeks injunctive or other equitable relief against the other, 
the prevailing party shall be entitled to be reimbursed by the other party for the costs and expenses 
(including, but not limited to, reasonable attorneys' fees) incurred or paid by the prevailing party in such 
arbitration or other action.
 

12. Force Majeure. 

The Service Provider is excused from any failure or delay in performance of 
responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such 
causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of 
telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses 
and incompatible or defective equipment, software or services not supplied by the Service Provider.
 

13.  Third Party Beneficiary. 

You acknowledge and agree that the content for the FNS Web Sites may 
be provided by a third party ("Third Party Providers").  Therefore, You 
shall at all times defend, indemnify and hold harmless the Third Party Providers, their officers, directors, 
employees, agents, representatives, and advisors, affiliates, and the successors and assigns of each of the 
foregoing (collectively, the "Indemnified Parties") from and against, and pay and reimburse the 
Indemnified Parties for, any and all liabilities, obligations, losses, damages, out-of-pocket costs or expenses 
(including interest, penalties and reasonable attorney's fees and expense incurred in the investigation or 
defense of any of the same or in asserting any of their respective rights hereunder) arising out of or 
resulting from any claim, action, suit or other administrative or judicial proceeding relating to any alleged 
or actual Improper Conduct by you, or any of your directors, officers, employees, agents, representatives, 
or advisors, or any of their successors or assigns.

You acknowledge and agree that such Third Party Providers shall be third party beneficiaries under this 
Section 13 of the Agreement, and that you shall be bound by the provisions of this Section with respect 
thereto.
 

14. Miscellaneous. 

(a) This Agreement shall be binding upon and for the benefit of the Service Provider and you 
and your respective legal representatives, successors, and assigns.

(b) This Agreement shall be governed by and construed in accordance with the laws of the 
District of Columbia, without regard for its conflicts of law rules.  In addition to the provisions of Section 
11, you consent to, and agree that you are subject to, the jurisdiction of the state and federal courts of the 
District of Columbia with respect to any actions in equity for brought by the Service Provider against you. 

(c) This Agreement, and the Access Agreement (if any) constitute the entire agreement 
between the Service Provider and you with respect to the subject matter hereof, superseding all previous 
communications and negotiations, whether written or oral.

(b) No waiver by either party of any breach or default by the other party of any of its 
obligations under this Agreement shall be deemed to be a waiver of any other breach or default of the same 
or any other nature.

(c) All amendments to this Agreement may not be made, in whole or in part, except by an 
instrument in writing signed by both the Service Provider and you.  Notwithstanding, the Service Provider 
reserves the right to change the terms, conditions, and notices under which the Services are offered, 
including but not limited to the charges associated with the use of the Services (provided, however, that no 
change in the charges will be made during the Initial Term). You are responsible for regularly reviewing 
these terms and conditions and additional terms posted on particular websites. Your continued use of the 
FNS Web Sites constitutes your agreement to all such terms, conditions, and notices. 

(d)  Links to Third Party Sites.  The FNS Web Sites may contain links to third party Web 
sites ("Linked Sites"). The Linked Sites are not under the control of the Service Provider and the Service 
Provider is not responsible for the contents of any Linked Site, including without limitation any link 
contained in a Linked Site, or any changes or updates to a Linked Site. The Service Provider is not 
responsible for webcasting or any other form of transmission received from any Linked Site nor is the 
Service Provider responsible if the Linked Site is not working appropriately. The Service Provider is 
providing these links to you only as a convenience, and the inclusion of any link does not imply 
endorsement by the Service Provider of the site or any association with its operators. You are responsible 
for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. 

(e) The section and other headings contained in this Agreement are for reference purposes 
only and shall not control or affect the construction of this Agreement or the interpretation thereof in any 
respect. 

(f) Each term, condition, and provision of this Agreement shall be valid and enforced to the 
fullest extent permitted by law.  If any term, condition, or provision of this Agreement, or the application 
thereof to any person or circumstance, shall be held invalid or unenforceable to any extent, then such term, 
condition, or provision shall be curtailed and limited to the extent necessary to bring it within the legal 
requirements and the remainder of this Agreement, and the application of such term, condition, or provision 
to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be 
affected thereby.