HomeMy WebLinkAbout02/19/2025 Quote for Service PRESSPAGE
Quote for Services
Florida Keys and Key West Presspage B.V.
3406 North Roosevelt Blvd.Corporation d/b/a Visit Florida Keys Joan Muyskenweg 22
Key West,FL 33040 1096 CJ Amsterdam
United States The Netherlands
CoC number 30246191
VAT number:NL819891988B01
Heidi Barfels
heidi@fla-keys.com
Prepared by:Bob Siebeling
b.siebeling@presspage.com
Reference:20241219-143754682
Quote expires:January 18,2025
SUBSCRIPTION ITEMS QUANTITY PRICE DISCOUNT TOTAL
Premium Plan-Base 1 $20,010.00 $4,110.00 $15,900.00/year
/year after$4,110.00
discount
for 1 year
Premium Plan- S $0.00/year $0.00/year
Included seats for l year
SUMMARY
Annual subtotal $15,900.00
after$4,110.00 discount
Total $1S,900.00
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Period of service:12 months,as of February 1,2025
Base Plan includes:
Newsroom-Branded with additional styling options 11 language CRM&Branded email and newsletter distribution
Social distribution i Newsroom and campaign analytics/data i User level management I SLA&99.9%uptime guarantee i
Support during business hours 1 480 media inquires peryear included.
Purchase Terms
Signatu e
Jan 29, 2025
Signature Date
JA Schalkwijk
Printed name
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Countersignature
Countersignature Date
Printed name
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Version 09.2024
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Presspage Inc.Terms and Conditions
This document sets out the conditions that apply to Customers that wish to use the Service of
Presspage Inc.These Terms and Conditions govern any and all use of the Service as specified and
defined below. The most recent version of the Terms and Conditions can be found on the Presspage
website.
1. Definitions
1.1. In these Terms and Conditions the terms listed below,written with an initial capital, have the
following meaning:
Account: a personal section that is managed by the Customer and is
created when the Customer registers for the Service;
Agreement: the agreement(of which these Terms and Conditions, the
Data Processing Agreement,the Acceptable Use Policy as
found on Presspage's website, and the Service Level
Agreement form part) between Presspage and the Customer
for access to and use of the Service via an Account; j
Customer: a legal entity with whom Presspage has entered into an
Agreement to deliver the Services;
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Customer Content: all content, including but not limited to information,videos
and photos, personal data, E-mails and Releases, uploaded by
the Customer through the Service,with the exception of the
Media Database.
Data Processing Agreement: the Data Processing agreement("DPA") between Presspage
and Customer which forms an integral part of the Agreement.
iP Rights. all intellectual property rights and related rights, such as
copyrights,trademarks, patent rights,design rights,trade
names, database rights and neighbouring rights,as well as
rights regarding know how and sui generic intellectual
property rights;
Media Database: a database containing media outlet and journalist(contact)
information,accessible within the Account;
Presspage, Inc. 12045 W Grand Ave., Ste B I Chicago I IL 60612 1(312)256 9985
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Newsroom: the repository where all Releases reside;
Platform: the platform created by Presspage through which the
Services are provided;
Presspage: PressPage, Inc., a Delaware corporation, having offices at 125
S. Clark Street, 17th Floor, Chicago, IL 60603 or any other
entity as stated in the Agreement;
Presspage Mail: the integrated e-mail service offered through-and as part of-
the Service that allows a Customer to create,send, and
manage e-mail messages(each message is called an"E--mail')
to individual recipients and or groups of recipients;
Quote for Services: The quotation offered by Presspage that has been accepted
by the Customer.
Release(s): a webpage containing material that a Customer creates,
processes, improves, aggregates, publishes and/or distributes
via the Service, including but not limited to video,
photographic,visual and/or audio material, as well as texts;
Service: the services that Presspage provides to Customers through
the Platform, including but not limited to Newsroom,
Presspage Mail and Media Database with which the Customer
may upload Customer Content;
Service Level Agreement: the service level agreement("SLA") between Presspage and
User which forms an integral part of the Agreement;
Terms and Conditions: these Terms and Conditions which forms an integral part of
the Agreement;
User: a third party, -either a natural person or a legal entity,
affiliated companies or third party contractors-to whom
Customer allows direct access to the Service via Customer's
Account.
2. Applicability
2.1. These Terms and Conditions form part of all Agreements and govern any use made of the
Service by the Customer and its User(s)as from September 1,2022.
2.2. In case the Customer allows the User direct access to the Service,the Customer accepts that
the Customer is at all times responsible and liable for the use of the Service by the User via
the Customer's Account.The Customer shall defend, indemnify and hold Presspage harmless
from and against any and all damages, losses and costs arising directly or indirectly from
and/or related to the use of the Service by the User via the Customer's Account.
3. Registration for the Service and Customer obligations
3.1. In order to use the Service,the Customer must register for an Account in the manner
described by Presspage in the registration process and in the Agreement.A party must
provide accurate and complete registration information and keep this information up to date.
It is not allowed to:(i) use a false name or an e-mail address owned or controlled by another
person; or(ii) use as a username a name subject to any third-party rights,without appropriate
authorization.
3.2. The Customer will be responsible for keeping its username and password combination secret
and shall ensure that the Users comply with this obligation,
3.3. Presspage reserves the right to change the login procedure,the password and/or the
username if it considers it necessary in any circumstances.
3.4. The number of Users is limited to the number of Users agreed in the Quote for Services.The
Customer will be retrospectively charged for additional users.This shall not limit any other
remedies available to Presspage hereunder.
3.5. The Customer is not permitted to perform any(non)functionality tests(e.g.security tests)
without the prior written approval of Presspage.
3.6. The Customer will always act in accordance with the most current Acceptable Use Policy as
stated on the Presspage website. Customer will be informed of any material change to the
Acceptable Use Policy by E-Mail.
4. The Service and Presspage's warranty
4.1. The Service delivers the functionalities and complies with the specifications that the parties
may agree in the Quote for Services. In absence of any specifications,the Service delivers
those functionalities and complies with those specifications that are described on the
Presspage website or in any related Service documentation published by Presspage and
current on the effective date of the Quote for Services. However, Customer understands and
accepts that the Services may change during the term of the Agreement to meet the changing
demands of all customers of Presspage, provided, however,that the Services may not
materially derogate from the Parties' explicit agreements in the Quote for Services in relation
to the Service functionalities, specifications or purpose. The Service changes may include but
are not limited to procedural and technical modifications and/or improvements to the Service.
Presspage may implement any such changes,without prior written notification.
4.2. Unless provided otherwise in the Data Processing Agreement, Presspage shall be entitled to
subcontract the provision of Services entirely or in parts, provided that Presspage ensures
that any such subcontractor is subject to confidentiality obligations that are as restrictive as
those contained in the Agreement.
4.3. Presspage warrants that the Service remains compliant with article 4.1 for the term of the
Agreement in accordance with the terms of the Service Level Agreement.
4.4. In case of alleged defects that have been notified by Customer in accordance with the Service
Level Agreement, Presspage shall rectify these defects in due time. In addition, Customer may
claim the remedies that are granted in the Service Level Agreement,which will be the sole
exclusive remedies in case of a Service defect.A notified defect qualifies as material breach in
the sense of article 13.3 only, in case Presspage's rectification efforts fail at least twice and in
case such notified defect qualifies as"urgent"as defined in the Service Level Agreement.
S. Newsroom&Release
5.1. The Customer is aware of and accepts that Presspage has no knowledge of the Newsroom
and Release created and made available by the Customer via the Service. Presspage does not
inspect and/or edit the Newsroom, Customer Content and Releases and is not required to do
so.The Customer is fully responsible and liable for all acts that it performs using the Service,
in particular the creation, processing, provision and distribution of the Newsroom, Customer
Content and Releases and its content.
5.2. The Customer undertakes not to make any Newsroom and Release available that conflicts
with any applicable legislation or regulations; or that conflicts and/or is in breach with other
provisions of these Terms and Conditions.
6. Presspage Mail
6.1. The Customer understands and agrees that Presspage Mail makes use of services provided by
MailGun Technologies, Inc,("MailGun"). Presspage has no knowledge of the content of
Presspage Mail and functions solely as processor within the meaning of the applicable data
privacy laws insofar the Customer transfers content, any personal data and/or information to
Presspage Mail
6.2. Presspage will use reasonable efforts to deliver the Email messages, but does neither warrant
nor guarantee successful delivery.Third party filtering services and other policies of recipient
mail services may prevent successful delivery of messages.
6.3. Presspage uses a default sender domain to enable Customers to send Emails. Deviation from
and/or changes to the default settings is at Customer's own risk.
6.4. The Customer is aware that Presspage Mail is not suitable for sending confidential information
and understands that Presspage can neither warrant nor guarantee that confidential
information sent using Presspage Mail will remain confidential. The Customer is responsible
for encrypting any sensitive data it uses in conjunction with Presspage.
7. Media Database
7.1. The Customer understands and agrees that the Media Database makes use of services
provided by Agility PR Solutions Limited ("Agility"). Agility and Presspage are equally entitled to
the rights and benefits under this article and Agility may enforce the provisions of this article
as if it were a party hereto. Presspage has no knowledge of the content of the Media Database
and functions solely as processor within the meaning of applicable data privacy laws insofar
the Customer transfers content, any personal data and/or information from the Media
Database to the Platform(third-party beneficiary).
7.2. The Customer acknowledges and agrees that the Media Database shall be used solely for the
purpose attributed to the Media Database, meaning to allow the Customer to develop and
cultivate relationships with media contacts working within targeted industries relevant to the
Customer.
7.3. Customer is prohibited to commercialize, including but not limited to sell, rent,trade, lease,
copy, download, export or store, (access to)the Media Database other than for the express
purposes under article 7.3.The Customer is not allowed to provide access to the Media
Database to third parties.
7.4. The Customer is prohibited to distribute, publish, or allow access or linking to the Agility API
from any location or source other than the Platform.
7.5. Customer represents and warrants that it will comply with all applicable laws and regulations
regarding the use,transmission, handling, security and privacy of any Content, including but
not limited to laws regarding spam and the General Data Protection Regulation, if applicable
Customer indemnifies and holds Presspage harmless against any claims of third parties
relating to or following from the use of Customer Content.
8. Prices and payment
8.1. The prices for the use of the Service are stated in the Quote for Services. Unless otherwise
expressly provided, all the prices stated are exclusive of, if applicable,VAT, sales tax, or other
charges imposed by the authorities and administrative charges.
8.2. The parties will record in the Agreement the date or dates on which Presspage will charge the
Customer the fee for the Services.The Customer will pay the invoices in accordance with the
payment conditions recorded in the invoice.Absent a specific arrangement,the Customer will
make payment within thirty days of the invoice date. The Customer will not be entitled to set
off or suspend any payment, unless Presspage has acknowledged the underlying counterclaim
of Customer or such counterclaim has been finally adjudicated by a court of competent
jurisdiction.
8.3. Once a year, Presspage increases the prices for the Services with 6% in accordance with this
article 8.3 to compensate for e.g, increases in personnel, operating and comparable costs and
to compensate improvements of the Service that have been introduced by Presspage during
the term of the Agreement.Presspage shall notify the Customer of the price increase in
writing three months prior to the implementation of the price increase;the price increases
shall not apply to periods for which the Customer has already made payments.An increase of
the prices within the initial period of the Agreement shall not be permitted.
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8.4. Presspage has the right to charge the Customer for services performed outside the scope of
the Terms and Conditions and/or the Service Level Agreement against an hourly rate of$200,-
9. IP Rights
9.1. Subject to the conditions in these Terms and Conditions,the Customer and/or its licensors will
remain the owners of the IP Rights in respect of the Customer Content.The Customer
acknowledges and agrees that, by making the Customer Content available through the
Service, it automatically grants a free of charge, unencumbered,worldwide, non-exclusive
license to use, multiply, distribute and publish the Customer Content, insofar as necessary in
order to provide the Service.
9.2. The IP Rights regarding Presspage's website, Presspage Mail,the Newsroom,the Service, and
the Media Database, including,without limitation, the IP Rights on the texts, pictures, design,
photographs, software,audio-visual material and other material are vested in Presspage
and/or its licensors.
9.3. Subject to the conditions in these Terms and Conditions, Presspage grants the Customer a
limited, personal, irrevocable, nonexclusive, non--sublicensable, non-transferable right to use
the Service. It is not permitted to remove, render illegible, conceal or change any notifications
or statements regarding IP Rights.
9.4. The Customer shall defend, indemnify and hold Presspage harmless from and against any
damages, losses and costs arising from and/or related to third party claims based on the j
claim that the Customer Content made available by the Customer using the Service in any
manner infringes any third party rights(including though not limited to any IP Rights)and/or is
otherwise wrongful.
9.5. Upon the termination of the use of the Service being effective, Customer Content will stay
available for download by Customer in the Account and in a format specified by Presspage,for
a period of 1 month,after which the Account and Customer Content will be permanently
deleted by Presspage. During this month,this Agreement shall continue to remain in full force
and effect.
10. Confidentiality
10.1. Parties ensure that all information- such as data, designs, documentation, software-
received from the other party and is known or should have been known by the receiving party
as confidential, is kept strictly confidential.The receiving party shall use such confidential
information solely for the purposes it was provided for and shall not disclose or otherwise
dispose of such confidential information to third parties, unless it is obliged to do so by legal
requirement or verdict. In that case the disclosing party shall inform the other party of the
legal requirement or verdict, unless laws prohibit such notice.
10.2. The receiving party will use all reasonable efforts to safeguard the confidential information of
the other party, in the same way and on the same level as it would safeguard its own
confidential information.
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10.3. All copies, extracts and notes thereof made by the receiving party shall remain the other
party's property and shall be treated as confidential information of the other party. Upon
termination of this Agreement,the receiving party shall, at the request of the other party,
promptly return to the other party all confidential information of the other Party which the
receiving party may then have in its possession.
11. Privacy
11.1. In the context of the use of the Service,the Customer will provide Presspage personal data.
Presspage will process and use such personal data in accordance with the Data Processing
Agreement between Customer and Presspage and the Privacy Statement.
11.2. The Customer realizes and acknowledges that the username that it stated during the
registration procedure could appear in the Newsroom and/or Releases published and that any
personal data contained in the username can therefore be made public.
11.3. Both the Customer and Presspage are compliant with all applicable privacy laws.
12. Limited Liability
12.1. Presspage's liability for an attributable breach to perform this Agreement, or for an unlawful
act or any other act or omission by Presspage, its employees or third parties engaged by it,
explicitly including any failure to perform a guarantee obligation agreed with Customer and
any indemnification obligation, is limited to compensation of direct damages only. Presspage's
total,cumulative liability for direct damages will never exceed 50% of the payments received
from Customer in the preceding 12 months of the date on which the damages first occurred.
12.2. Direct damage means, exclusively:
12.2.1. reasonable expenses that Customer would have to incur to make Presspage's
performance conform to the Agreement, unless the Agreement is rescinded by
Customer;
12.2.2. reasonable expenses incurred by Customer to determine the cause and scope of
the damage, insofar as the determination relates to direct damage within the
meaning of this Agreement; and
12.2.3. reasonable expenses incurred to prevent or mitigate damage, insofar as they
relate to direct damage within the meaning of this Agreement.
12.3. Presspage shall not be liable for any indirect, special or consequential loss arising out of or
related to this Agreement, including any loss of profits, loss of contracts or loss of opportunity
(whether direct or indirect)arising out of or related to this Agreement.
12.4. The liability for loss of Customer Content or any other data or information is limited to the
effort required to restore such data or information if Customer had made backups at
reasonable intervals considering the criticality of the Customer Content, data and information.
12.5. Presspage accepts no liability whatsoever for the Customer Content and therefore also not for
any damage among Customers or third parties that is due to errors in the Customer Content.
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12.5. Customer defends, indemnifies and holds Presspage harmless from and against any and all
third party claims, on any ground whatsoever,for reimbursement of damages, losses, costs or
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interests related to or arising from his use of the Service and/or any violation of the
Agreement.
13. Term and termination
13.1. The Agreement regarding the use of the Service is concluded for a period of twelve(12)
months, unless the parties have otherwise agreed in writing in the Quote of Services.After the
initial term,the Agreement will each time automatically be extended by a period of one year,
unless one of the parties terminates the Agreement in writing while observing a notice period
of at least one month before the end of the initial or extended term.
13.2. in the event that the Customer purchases other Services during the term of the Agreement,
the Agreement regarding the use of those additional Services will be concluded for the
remaining term of the initial Agreement and will be extended in accordance with article 13.1.
13.3. Apart for Customer's termination right as per article 15.4, either Party is entitled to terminate
this Agreement by written notice to the other Party only for reasons of material breach of this
Agreement by the other Party.A material breach deems to exist specifically in the following
events:
-as specified by article 4.4;
-the other Party fails to cure any non-performance or any breach of a material obligation of
such other Party within thirty(30) days after receipt of written notice; or
-the other Party becomes insolvent or makes an assignment for the benefit of creditors or
ceases to do business or institutes or has instituted against it any proceedings for bankruptcy,
reorganization, insolvency, or liquidation or other proceedings under any bankruptcy or other
law for the relief of debtors;and does not terminate such proceedings within thirty(30) days.
13.4. In the event of termination, any performance already delivered and the payment obligations
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related to it will not be the subject of reversal.Amounts invoiced by Presspage before the
termination in connection with anything that it has already performed or delivered in
implementing the Agreement will continue to be owed and will become immediately due and
payable at the time of the termination.
13.5. Upon termination of the Agreement for any reason whatsoever,the Customer's right to use
the Service will end immediately and his access to the Service will be terminated immediately.
Upon termination, Presspage may immediately remove the Account, including the Newsroom
and/or Customer Content.After termination, Presspage will not be required to provide any
information, material and/or Customer Content to the Customer,without prejudice to article
9.5.
13.6. Articles 6.1,7.1, 9, 10, and 12 will survive the termination.
14. Notification
14.1. In order to put an end to the violation of third party rights as soon as possible, Presspage has
developed a procedure by means of which the presence on the Presspage's website and/or
the Newsroom and/or Release(s)of allegedly wrongful material can be notified to Presspage:
the Notification of Alleged Wrongful Material www.Pressl2age.com/notify.
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14.2. Presspage is not liable for any loss related to the wrongful use of the Service. Presspage will
merely be required, subject to the conditions stated below,to remove obviously wrongful
material after receipt of a Notification.
14.3. Presspage will be liable only if it fails to block the material in question or to put an end to the
wrongful act, unless it has actual knowledge by means of the Notification of the fact that the
material or the activity is obviously wrongful.
14.4. Presspage reserves the right not to comply with a request to block material or to put an end to
an activity if it has valid reason to doubt the correctness of the Notification or the lawfulness
of the evidence provided, or if it is not required to do so on the basis of a weighing of
interests. In that context,for instance, Presspage may require a judgment of a competent
court in the State of New York,which judgment proves that the material in question is
unmistakably wrongful.
14.5. Presspage will not in any manner be a party to a dispute between a Customer and a third
party that files a Notification.
14.6. The Customer acknowledges that Presspage and all its affiliated businesses, as well as its
Board of Directors, Directors, employees, representatives and legal successors is/are not liable
for any third party claims related to the blocking or removal of material.This also relates to all
losses and costs incurred or yet to be incurred by Presspage or that Presspage may incur in
connection with such a claim, including but not limited to reimbursement of the agreed costs
of legal assistance.
1s. Miscellaneous
15.1. The Agreement and any disputes arising in connection with it(including any non-contractual
disputes or claims)will be governed by and construed in accordance with the laws of the State
of New York and the parties shall submit to the exclusive jurisdiction of the New York State
Court.All disputes between User, Customer, and Presspage shall be finally and bindingly
resolved under the International Arbitration Rules of the American Arbitration Association in
front of a sole arbitrator.The place of arbitration shall be New York, New York.The language
of the arbitration shall be English.ANY CAUSE OF ACTION, REGARDLESS WHETHER IN
CONTRACT,TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1)YEAR AFTER THE CAUSE
OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
15.2. if these Terms and Conditions are or become partially invalid,the Customer and Presspage
will remain bound by the other provisions. Presspage will replace the invalid part with
provisions that are valid and whose legal consequences, in light of the content and scope of
these Terms and Conditions, are as similar as possible to those of the invalid part.
15.3. Unless provided otherwise by mandatory law, neither Party may assign the Agreement,
transfer its obligations or assign its rights hereunder without the prior written consent of the
other Party,whose consent will not be unreasonably withheld. Notwithstanding the foregoing
and without consent of the Customer,
(a) Presspage may assign this Agreement(fully or partially),transfer its obligations or assign
its rights hereunder to one of its affiliates,and
M Presspage may assign this Agreement(fully or partially),transfer its obligations or assign
its rights hereunder to a third party to whom all or substantially all assets of the business
unit performing this Agreement are transferred.
15.4. Presspage may at any time during the term of the Agreement amend or supplement these
Terms and Conditions(hereinafter collectively referred to as amendment). The Customer will
be notified in writing of these amendments, in which notification amendments will be
mentioned.These new Terms and Conditions will be applicable as of the next renewal date of
the Customer.
15.5. Presspage may use the Customer's name,trademarks or logo or any variations thereof in
promotional materials, provided no reference is made to the services performed or properties
involved.
Data Processing Agreement
This Data Processing Agreement is made and entered
Between.•
Presspage Inc.,a company incorporated in the United States and having its registered office at 2045
W.Grand Ave., Ste B, Chicago, IL 60612, USA("Processor")
And
Customer("Controller")
Together `parties'
Consider the following
• The Processor provides services for the benefit of the Controller;
• The Controller and the Processor concluded an agreement regarding the purchasing of
Processor's services, of which this Processors Agreement is a part;
• Within the context of the performance of this contract,Presspage is deemed a processor
within the meaning of Section 4(8)of the GDPRand Controller is deemed a controller
within the meaning of Section 4(7)of the.
• The parties wish to establish a number of conditions that apply to their relationship in
connection with the processing of personal data for the Controller, partly in implementation
of the provisions of Section 28,third paragraph of the GDPR.
Agree to the following
1. Definitions
I.I. In this Processing Agreement,the following terms shall have the meaning set out below:
Agreement The Agreement concluded between the Controller and the Processor
and on the basis of which the Processor processes Personal Data for
the Controller for the purpose of the performance of this Agreement.
GDPR Regulation (EU)2016/679 of the European Parliament and of the Council
of 27 April 2016 on the protection of natural persons with regard to the
Processing of Personal Data and on the free movement of such data,
and repealing Directive 95/46/EC (General Data Protection Regulation).
Personal Data All information relating to a Data Subject as referred to in Section 4(1)
GDPR.
Persona/Data Breach A breach of security leading to the accidental or unlawful destruction,
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loss, alteration, unauthorised disclosure of, or access to, Personal Data
transmitted, stored or otherwise processed, as referred to in Article
4(12) GDPR.
Data Subject The identified or identifiable natural person to whom the Personal Data
pertain, as referred to in Article 4(1) GDPR.
Processing Agreement This Processing Agreement and all appendices thereto, as referred to in
Article 28(3) GDPR.
Processing As well as conjugations of this verb: the processing of Personal Data as
referred to in Section 4(2) GDPR.
Sub-processor The subcontractor, engaged by the Processor to perform specific
processing activities at the Controller's expense,as referred to in
Section 28(4) GDPR.
Third-party A natural or legal person, public authority, agency or body other than the
Data Subject, the Controller or the Processor.
1.2. The provisions of the Agreement apply in full to the Processing Agreement. With regard to the
processing of Personal Data, the provisions of this Processing Agreement prevail.
2.Applicability and duration
2.1. This Processing Agreement is applicable to every Processing done by the Processor on behalf
of the Controller, in the context of the Agreement.
2.2. This Processing Agreement forms a supplement to the Agreement and replaces any
arrangements agreed earlier between the Parties in respect of the Processing of Personal Data.
2.3. This Processing Agreement shall be deemed to have commenced on the starting date of the
Agreement and continues indefinitely until one month after the expiration and/or termination of the
Agreement.After this month, the Account and Customer Content w ill be permanently deleted and
Processor will cease the Processing of Personal Data.
2.4. This Processing Agreement cannot be terminated separately from the Agreement.
3. Processing of personal data
3.1. The Controller and the Processor have concluded the present Processing Agreement for the
Processing of Personal Data in the context of the Agreement.An overview of the types of Personal
Data, the categories of Data Subjects and the nature and purpose of Processing is included in
appendix 1 .
3.2. The Processor undertakes to Process Personal Data only for the purpose of the activities
referred to in this Processing Agreement and/or the Agreement. The Processor will not use the
Personal Data which it Processes under this Processing Agreement for its own or third -party
purposes in any way without the Controller's express written consent, unless a legal provision
requires the Processor to do so. In such case, the Processor shall immediately inform the Controller
of that legal requirement before Pro cessing, unless that law prohibits such information on important
grounds of public interest.
3.3. The Processor is entitled to outsource the Processing on the Controller's instruction to Sub -
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processors, either wholly or in part, which parties are described in appendix 2 An case the Processor
wishes to enable other Sub -processors, the Processor will inform the Controller of any intended
changes concerning the addition or replacement of other Sub -processors. The Controller needs to
object to such changes within five(5)w orking days.
3.4. Where the Processor engages a Sub -processor, the same data protection obligations asset out
in this Processing Agreement shall be imposed on that Sub -processor by way of a contract or other
legal act, in particular providing sufficient guarantees to implement appropriate technical and
organisational measures in such a manner that Processing will meet the requirements of this
Processing Agreement.
3.5. The Processor will only be permitted to transfer Personal Data outside the European Economic
Area if this is done in compliance with the applicable statutory obligations.
3.6. The Processor is solely responsible for the Professing of Personal Data under this Processing
Agreement, in accordance with the legitimate instructions of the Controller and under the express
(final) responsibility of the Controller. For all other Pro cessing of Personal Data, including but not
limited to the collection of Personal Data by the Controller, Processing for purposes not reported to
the Processor by the Controller or not included in this Processing Agreement, Processing by third
parties and/ or for other purposes, the Processor is not responsible or liable. Responsibility and
liability for these Processing activities rest exclusively with the Controller.
4.Technical and organisational security measures
4.1. The Processor will implement (or arrange the implementation of)appropriate technical and
organisational measures to ensure a level of security appropriate to the risks. These measures will
guarantee an appropriate level of security, taking into accou nt the state of the art and the costs of
implementation, in view of the risks entailed by Personal Data Processing and the nature of the data
to be protected. The Processor will, in any case, take measures to protect Personal Data against.
accidental or unl awful destruction, accidental or deliberate loss, forgery, unauthorized distribution
or access, or any other form of unlawful Processing.
4.2. The Processor will provide a document which describes the appropriate technical and
organizational measures to be taken by the Processor. This document will be attached to this
Processing Agreement as appendix 3 . The Controller acknowledges having taken cognizance of
the relevant measures and by signing this Processing Agreement, the Controller agrees with the
measures taken by the Processor. The Processor is entitled to amend and/or replace certain security
measures, while maintaining an equivalent le vel of security.
5.Audit
5.1. When so requested by the Controller, the Processor will enable the Controller, or experts
(including external experts) designated by the Controller, to inspect and audit the implementation of
this Data Processing and, in particular, the security measu res taken by the Processor, at most once
per calendar year, subject to a reasonable notice and with written permission of the Processor, to
adequately monitor compliance with what has been agreed between the Parties. Such an audit will
at all times be carr ied out in a manner that has as little effect as possible on the normal business
operations of the Processor. Such audit shall be undertaken at the expense of the Controller.
5.2. The audit in Article 6.1 of this Processing Agreement, will only take place if the Controller has
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requested and assessed similar audit reports available at the Processor and the Controller provides
reasonable arguments that justifies an audit initiated by the Controller. Such an audit is justified when
similar audit reports present that the Processor g ives no or insufficient information about compliance
with this Processing Agreement.
5.3. In case the Processor is of the opinion that an instruction relating to the provisions of this Article
6 infringes the GDPR or other applicable data protection legislation, the Processor will inform the
Controller immediately.
6. Personal Data breach
6.1. In the event the Processor becomes aware of a Personal Data Breach it i)will notify the Controller
without undue delay, and ii)will take all reasonable measures to prevent or limit (further)violation
of the GDPR.
6.2. The Processor will, insofar as reasonable, provide all reasonable cooperation requested by the
Controller in order for the Controller to comply with its legal obligations relating to the identified
incident.
6.3. The Processor will, insofar as reasonable, assist the Controller with the Controller's notification
obligation relating to the Personal Data to the Data Protection Authority and/or the Data Subject, as
meant in Section 33(3) and 34(1) GDPR. The Proces sor is never held to report a Personal Data breach
with the Data Protection Authority and/or the Data Subject.
6.4. The Processor will not be responsible and/or liable for the(timely and correctly) notification
obligation to the relevant supervisor and/or Data Subjects, as meant in Section 33 and 34 GDPR.
7. Confidentiality
7;1. The Processor will require the employees that are involved in the execution of the Agreement
and the Processing Agreement to sign a confidentiality statement —whether or not included in the
employment agreement with those employees —which in any cas a states that these employees must
keep strict confidentiality regarding the Personal Data.
8. Cooperation
8.1. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the
Controller in fulfilling its obligation pursuant to the GDPR to respond to requests for exercising rights
of Data Subjects under the GDPR. The Processor will forward a complaint or request from a Data
Subject with regard to the Processing of Personal Data to the Controller as soon as possible, as the
Controller is responsible for handling the request. The Processor is entitled to charge any costs
associated wi th the cooperation with the Controller.
8.2. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the
Controller in fulfilling its obligation pursuant to the GDPR to carry out a data protection impact
assessment(Section 35 and 36 GDPR).
8.3. The Processor will provide the Controller with all the information reasonably necessary to
demonstrate that the Processor fulfills its obligations under the GDPR.The Processor is entitled to
charge any possible costs with the Controller.
9. Liability
9.1. With regard to the liability and indemnification obligations of the Processor under this Processing
Agreement the stipulation in the Agreement regarding the limitation of liability applies.
9.2. Without prejudice to article 9.1 of this Processing Agreement, the Processor is solely liable for
damages suffered by the Controller and/or third -party claims as a result of any Processing, in the
event the specific obligations of the Processor under the GDPR are not complied with or in case the
Processor acted in violence of the legitimate instructions of the Controller.
10.Termination
10.1. If this Processing Agreement and/or the Agreement ends in any manner whatsoever, and/or
when the Controller so requests, the Processor will, unless mandatory law provides otherwise and
without prejudice to article 2.3 of this Processing Agreement:
a) cease all use or other Processing within the meaning of the GDPR of the Personal Data,
unless the Controller requests the Processor to continue the Processing; and
b) ensure in any case within thirty(30)working days, or within a period agreed between the
Controller and the Processor, that all documents and/or other information carriers which
contain and/or relate to Personal Data(including all copies in any form what soever) are, at
the Controller's discretion, (i) returned to the Controller in a format specified by the
Processor and/or(ii)destroyed at the Controller's written request.
11. Final provisions
11.1. With respect to the Processing of Personal Data, in the event of any conflict between the
provisions of the Processing Agreement and the Agreement and/or other applicable terms and
agreements, the provisions of this Processing Agreement prevail.
11.2. Obligations under the Processing Agreement that are intended by their nature to continue after
termination of this Processing Agreement will continue to apply after termination of this Processing
Agreement.
Appendix 1:Personal Data
Subject matter and duration
The subject matter: providing the Processor's services to the Controller involves the Processing of
Personal Data. The Personal Data will only be processed by the Processor for the purpose of the
activities referred to in this Processing Agreement and/or t he Agreement.
The duration: set out in article 2.3 of this Processing Agreement.
The nature and purpose
The Processor provides services to the Controller according to the Agreement concluded between
the Controller and the Processor. The Processor processes Personal Data on behalf of the Controller
for the purpose of performing the Agreement.
The types of Personal Data to be processed
Data categories (not limitative):
E-mail addresses
• Name,Address and City data
• Any personal information within press releases
• All data that is disclosed by the Controller to the Processor in using the Processor's
services
The categories of Data Subjects to whom Personal Data relates
• Customers of the Services
• Visitors ofthe Services
• Contact lists (PRrelated)
- Journalist contacts, from the Agility Media Database
Locations of data processing
PressoageDatabase: Frankfurt, Germany
Madgun: US Re g io n
Agility PR Solutions: Canada
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Appendix 2: Sub-processors
The Processor makes use of the following Sub-processors:
Company Sub-processor Service
Mailgun Provide the Presspage Mail Service,
Amazon Web Services Virtual servers and containers on which our database is stored.
Agility PR Solutions Provide the Media Database Service
The Processor has entered into(sub) processing agreements with these Sub-processors.
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Appendbc 3:Technical and Organizational Measures
Pseudonymization and encryption of personal data
Measures:
- Pseudonymisation en encryption of personal data
Confidentiality
Physical Access Control
No unauthorized access to data processing facilities. Measures:
- Entrance security(opening doors by using security tags)
- Surveillance installation (e.g. alarm systems)
- Rules for visitors in place(e.g. register at the reception and escorting the visitors)
Electronic Access Control
No unauthorized persons can make use of the data processing systems. Measures:
- Authentication (e.g. password policy/requirements/protection,two -factor authentication)
- Authorization(e.g. authorization concept for terminal devices and system, devices and
systems can only be accessed by entering usernames and passwords, access attempts
monitored, access authority specified and checked)
- Automatic blocking/locking mechanisms
- Using security software(e.g. anti -malware, VPN, firewall) including automatic updates
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Internal Access Control
No unauthorized reading, copying, changes or deletions of data within the system. Measures:
- Authorization and roles concept implemented for applications
- Rules for authorizing users and data access implemented j
- Regular review of authorizations
- Need-based rights of access
- Access restrictions and limitations are imposed
- Administration of rights by system administrator
- Separation of test and productive environment
- Logging (e.g. write -access logged, unauthorized access attempts logged)
- Regular and ad hoc analyses carried out
- Integrity checks carried out
Integrity
Data Transfer Control
No unauthorized Reading, Copying, Changes or Deletions of Data with electronic transfer or
transport. Measures:
- Encryption
- Special security software(e.g. anti -malware,VPN, firewall)
Data Entry Control
Input control refers to the action taken to ensure that checks can be carried out, whether and by
whom personal data is entered into a Data Processing System, is changed or deleted. Measures:
- Regular review of logs
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- Document Management
Availability and Resilience
Availability Control
Prevention of accidental or willful destruction or loss. Measures:
- Monitoring (system condition regularly checked)
- Backup and recovery plan
- Contingency plans including regularly tests
- Redundancy systems(servers, storage, etc.)
- Data archiving strategy implemented
- Fully operation physical protection systems in place(e.g. fire alarm system, emergency
plan, A/C)
- Backup strategy(online/offline/on -site/off -site)
- Uninterruptible Power Supply (UPS)
Rapid Recovery
- Recovery plan is in place
- Regular tests of data recovery
Procedures for regularly testing, assessing and evaluating
- Data Protection Management
- Contract control
- Any employee of Presspage will sign a non -disclosure agreement
- Vulnerability scanning
- Penetration testing
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Appendix 4: Service Level Agreement
This document outlines the service levels to be provided in the delivery of the Presspage
service. It also provides service delivery parameters,against which the delivery of the service
can be evaluated.
Presspage is offered as a SaaS solution and therefore accessible through your internet browser.
No software installation is required on your servers and/or desktop computers.
1. Response time
Presspage shall use commercially reasonable efforts to respond to problems with the Service
detected by Presspage and/or submitted by clients, and provide a fix or workaround to the
problem,within the timeframes set forth below. Clients must acknowledge t hat there can be no
guarantee with respect to the maximum time required to fix a problem.
Level Description Max. Response Time Max. Time to Fix or Provide
l�Worka
1 Urgent* 1 hour 8 hours
2 Minor** 1 business day 3 business days
3 Requests*** Discretionary, based on request Discretionary, based on request
* A defect that disrupts all or significant service to the client, and that cannot be fixed with a
(temporary)workaround.
** A defect that causes disruption to the Service or a major piece of functionality works
inconsistently, but a workaround does exist.
*** A wish that would enhance functionality/efficiency, but is not at all related to a disruption of
the Service. I.e. a new feature or enhanced functionality for the development roadmap.
2. Service uptime commitment
For the purpose of measuring the quality of service that Presspage is delivering to customers,
Presspage provides the following commitment:
Presspage will provide customer access to the SaaS production application on a twenty four hour,
seven days a week(24x7) basis at an annual average rate of 99.9% ("SaaS Services Uptime
Metric")during the contractual period.
The SaaS Services Uptime Metric commences on the Go Live Date. "The Go Live Date" is the date
at which the customer's representative publishes the complete news environment(read:
newsroom), and all users on the customer side have become familiar with soft ware by means of
the online kick-off training provided by Presspage.
3. Measurement method
On a (calendar) quarterly basis,the SaaS Services Uptime Metric will be defined using the
measurable hours in the quarter(total time minus planned downtime, including maintenance,
upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any
outages in the quarter(duration of all outages combined) to give the percentage of available
uptime (2,198 actualhours available / 2,200 possible available hours = 99.9% availability). An
"outage" is defined as two consecutive monitor failures within a five -minutes period,lasting until the
condition has cleared.
The SaaS Services Uptime Metric shall be measured using two neutralthird-party services.
4. Recovery time
As the Presspage platform is hosted in multiple datacenters worldwide, a complete outage is very
rare. However, in case of a severe disruption of service an emergency protocol can be activated
when all other potential solutions have been depleted. This protocol will recover the entire
Presspage platform within 2 hours, using an array of backups.
5. Reporting
Presspage will provide uptime metrics upon customer request ofthe last full calendar quarter. If a
customer does not agree with the uptime metrics provided, written notice of the dispute must be
provided to Presspage within fifteen (15 days)of receipt of the uptime report.
6.Boundaries and exclusions
The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:
1. Overall Internet congestion, slowdown, or unavailability;
2. Unavailability of generic Internet services (e.g.DNS servers)due to virus or hacker
attacks;
3. Force majeure events as described in the terms of agreement;
4. Actions or inactions of Customer(unless undertaken at the express direction of Presspage)
or third parties beyond the control of Presspage;
5. A result of Customer equipment or third -party computer hardware,software,or network
infrastructure not within the sole control of Presspage;
6. Scheduled SaaS infrastructure maintenance.
7. Software --as--a--Service credits
Presspage exceeding, meeting,or failing to meet the service uptime metrics as measured over any
full calendar quarter may be reflected in adjustments to the duration of the initial contract period
(12 months)for the service pursuant to the following schedule ("Service Credits"):
Quarterly SaaS Rating Rating SaaS Credit Service
Between 99.9% - 100% Meets goals
Between 99.0% - 99.9% Tolerable One (1) month extension of the term of the
SaaS contract at no cost to the customer.
Below 99.0% Unacceptable Two (2)month extension of term of the SaaS
contract at no cost to the customer.
The SaaS Service Credits shall be cumulative and extend the initial term of the SaaS agreements at
no costto the Customer. Therefore, any renewalof SaaS agreement shallbe effective after SaaS
Service Credits have been fully utilized. The annual Service Credits are capped at three (3) months
per annum.
8. Support
Clients of Presspage can get on-demand support by phone, e-mail(accountmanager)and the
built-in ticket system. Support is available in EU/US office hours, providing significant coverage.
The ticket system is the preferred channel, as our account managers and developers get instant
updates on any activity and can balance the load. Depending on the type of request however, a
phone call or elaborate email(with attachments) might be needed.
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after"VFK"or
Customer")and Presspage, Inc. (herein after"Presspage"or"Company") agree as set forth
below.
VFK and Presspage, Inc. hereby enter into this addendum to the Terms and with Presspage ("
Agreement'). and agrees to the following:
The Agreement includes and incorporates the, Price Quote, Terms and Conditions and this
Addendum.
VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council
and is funded in part by the Monroe County Board of County Commissioners (County).
The following provisions are required by law and policy.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to
comply with Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70,
Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the
Local Government Prompt Payment Act. Company shall submit to VFK invoices with Supporting
documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(Clerk).
Acceptability to the Clerk is based on generally accepted accounting principles and such laws,
rules, and regulations as may govern the Clerk's disbursal of funds.
Travel, as approved by VFK, shall be reimbursed to the CONSULTANT, but only to the
extent and in the amounts authorized by Section 112.061, Florida Statutes and in accordance
with Monroe County Code Chapter 2, Art. III., Div. 3 and Monroe County Travel Policies.
The County"sindemnification is limited and subject to the sovereign immunity provisions of Sec.
768.28,Florida Statutes.
Maintenance of Records: Company shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized representatives,
shall have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the term of the Agreement and for five years following the
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termination of this Agreement.If an auditor employed by VFK,the County or the Clerk determines
that monies paid to Company pursuant to this Agreement were spent for purposes not authorized
by this Agreement, Company shall repay the monies together with interest calculated pursuant to
Sec. 55.03; FS, running from the date the monies were paid to Company.
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the Customer
and Company agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County,Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees
and court costs, as an award against the non-pre prevailing party,and shall include attorney's fees
and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County. !,
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Nondiscrimination: The Parties agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. The Parties agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable,relating to nondiscrimination.
These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)
which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as
amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public
Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil
Rights Act of 1968 (42 USC s. 3601 et seq.),as amended, relating to nondiscrimination in the sale,
rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101
Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 14, Article Il,which prohibits discrimination on the
basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or
state statutes which may apply to the parties to, or the subject matter of,this Agreement.
Public Records Compliance. Company must comply with Florida public records laws,including
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but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida. VFK and Company shall allow and permit reasonable access to, and inspection of, all
documents,records,papers, letters or other"public record" materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Company in conjunction with this contract and related to contract performance. The
Customer shall have the right to unilaterally cancel this contract upon violation of this provision
by Company.Failure of Company to abide by the terms of this provision shall be deemed a material
breach of this contract and the Customer may enforce the terms of this provision in the form of a
court proceeding and shall,as a prevailing party,be entitled to reimbursement of all attorney's fees
and costs associated with that proceeding. This provision shall survive any termination or
expiration of the contract. Company is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes,the
participation of the Customer and Company in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms,or any
of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to
or benefit of any service or program contemplated hereunder, and VFK and the Company agree
that neither the Customer nor the Company or any agent, officer,or employee of either shall have
the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of VFK in his or her individual
capacity, and no member, officer, agent or employee of VFK shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to
verify the work authorization status of all new employees hired by the Company during the term
of the Contract and shall expressly require any subcontractors performing work or providing
services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's
1 -Verify system to verify the work authorization status of all new employees hired by the
subcontractor during the Agreement term.Any subcontractor shall provide an affidavit stating that
the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien.
Company shall comply with and be subject to the provisions of F.S. 448.095
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Non-Collusion Affidavit-Company by signing this Agreement,according to law on my oath,
and under penalty of perjury, depose and say that the person signing on behalf of the firm of
Company, the bidder making the Proposal for the project described in the Scope of Work and
that I executed the said proposal with full authority to do so; the prices in this bid have been
arrived at independently without collusion, consultation, communication or agreement for the
purpose of restricting competition, as to any matter relating to such prices with any other bidder
or with any competitor; unless otherwise required by law,the prices which have been quoted in
this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by
the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor;
and no attempt has been made or will be made by the bidder to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition; the statements contained in this affidavit are true and correct, and made with full
knowledge that VFK and Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
Prep a e,Inc.
Sign ture
JA Schalkwijk, CEO
Title
Feb 12, 2025
Date
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