Monitoring, Targeting and Reporting Services Supplemental Terms and Conditions

MONITORING, TARGETING & REPORTING SERVICES SUPPLEMENT*

1.        DEFINITIONS

1.1     For purposes of this Supplement, the following terms have the meanings ascribed to them below: 

“Content” refers to information, data or content of any kind posted, uploaded, delivered or submitted by Customer or on Customer’s behalf in connection with the Service, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and URLs.

“Headline Information” refers to the title, by-line, outlet, date, summary and link to the originating news article retrieved or accessed through the Service.

“List” refers to the collection of names and any and all related data and other information of the outlets and contacts that a User accesses, obtains or generates through its use of the Service, as updated from time to time.

“Third Party Content” refers to internet, audio, video, print and other content accessed or made available through the Service. 

“User” refers to the individuals or entities designated in the Order.

“User Results” refers to any and all information or data that a User accesses, obtains or generates through its use of the Service, regardless of the form or format of same, including any Lists and Headline Information, and any and all links, reports, metrics, measurements, scores or other data, excluding the source material of the information or data.

1.2     Capitalised terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined.  Any capitalised term not defined in this Supplement shall have the meanings set forth in the Order or the General Terms & Conditions.  All references to sections or section numbers in this Supplement refer to the sections of this Supplement, unless stated otherwise.

2.        THE SERVICE

2.1     Provision of the Service.  Subject to the terms and conditions of this Agreement, Company shall provide the Service to Customer.

2.2     Access to the Service.  Use of the Service is strictly limited to Users.  Each User shall be granted access to the Service via a unique username and password and each username and password shall (i) be accessible to the assigned User solely and exclusively for internal business purposes; and (ii) be accessible only to the User to whom it is assigned, and not to any other User or other Customer personnel or to any third party without Company’s prior written permission.  Customer shall notify Company immediately if Customer becomes aware that a User account or the Service has or may have been breached or compromised in any way.

2.3     Content.  Subject to Section 8.5 of the General Terms and Conditions, (i) Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and copyright of any and all Content; and (ii) Company has no liability to or through Customer for Content, including (a) any error in or correction to Content; (b) any deletion of, destruction of or damage to Content; or (c) any loss or failure to store any Content. 

2.4     Third Party Sites.  The Service may include links or access to third party sites.  Company does not endorse any third party site and is not responsible for Customer’s use or the content or performance of any third party site.   

2.5     User Results. 

2.5.1   All User Results are provided “as is” and Company makes no warranty or representation, express or implied, as to the accuracy, veracity, integrity or timeliness of any User Result.  Company has no obligation to store Customer’s User Results for more than one hundred twenty (120) days; provided, however, certain User Results may be stored for less than one hundred twenty (120) days if (i) the source material of such User Results is no longer available to the general public; (ii) with respect to the MediaVantage Service, the User Results relates to television content, in which case Company shall have no obligation to store such User Results for more than thirty (30) days following broadcast; or (iii) there is a limit on the number of User Results that may be saved by Customer under the Service and Customer exceeds such limit.

2.5.2   Customer may, within the Service, read, analyse, view, and create reports, metrics, charts, and other derivative works based on and including the User Results.  Customer and Users may use and redistribute such reports, metrics, charts, and other derivative works internally for business purposes only.  

2.6     Headline Information.  Company grants Customer a limited non-exclusive, non-transferable, non-sub-licensable license to: (i) receive the Headline Information; (ii) store the Headline Information received on one or more computers controlled and operated by Customer; and (iii) manage, analyze, internally distribute and display the Headline Information received by the Users.  Except as expressly permitted in this Agreement, Customer may not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast or circulate the Headline Information or permit or assist any other person to do so.  Customer may use the Headline Information solely for its own internal business purposes.  Customer may not distribute or display all or any part of the Headline Information for a fee or as part of a commercial service, and Customer shall not permit or assist any other person to do so.   

3.       PROPRIETARY & OTHER RIGHTS

3.1     Company and its licensors retain all right, title and interest in and to the Service including all intellectual property rights adhering thereto, and except for those rights expressly granted to Customer herein, no proprietary rights or licenses are granted to Customer, by implication or otherwise. 

3.2     Customer retains all right, title and interest in and to its Content and its User Results (excluding the Lists and Third Party Content) including all intellectual property rights adhering thereto, subject only to the rights granted to Company under Section 3.3 and any third party rights in the Lists.

3.3     Company may, by itself and through its service providers, aggregate, store and use any information or data, which is transmitted through, generated by or collected from the Service, including Content and User Results, for its business purposes (e.g., to evaluate and analyse the User experience). 

3.4     Company’s suppliers and other third parties that provide information, data or content in connection with or in support of the Service are third party beneficiaries of this Agreement.  There are no other third party beneficiaries of this Agreement.

3.5     Third Party Content is protected by copyright or other intellectual property rights.  Customer may not use Third Party Content in any manner that infringes any copyright or other proprietary rights of any person or entity.

4.        REPRESENTATIONS & WARRANTIES

4.1     Customer represents, warrants and covenants that:

4.1.1           each User shall be of legal majority age (i.e., 18 years of age or older in most jurisdictions);

4.1.2           the Service, Third Party Content and the Lists will be used solely by Users for Customer’s internal business purposes and not as a service bureau or for any other commercial purpose and Customer shall not transfer, sell, or otherwise redistribute the Service without the express prior written consent of Company; and

4.1.3           it will comply with (i) all local and international laws, rules and regulations applicable to Customer’s use of the Service, Third Party Content and the Lists; (ii) the Terms of Use applicable to Company’s website; and (iii) any and all terms of use applicable to third party sites linked to through the Service.

4.2<             Customer represents, warrants and covenants that it will not:

4.2.1           use the Service to (i) publish, post, or distribute any defamatory, infringing, obscene, or other unlawful material; (ii) distribute unsolicited mass-distributed messages or SPAM; or (iii) stalk, threaten, harass, coerce or abuse a third party or violate a third party’s right of privacy, right of publicity, copyright or other proprietary right;

4.2.2           intercept or attempt to interfere with a third party’s use of the Service, or otherwise corrupt a third party’s use of the Service;

4.2.3           forge headers or otherwise manipulate identifiers in order to disguise or falsify the origin of any communications sent through the Service;

4.2.4           impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with a person or entity;

4.2.5          alter, decipher, disassemble, decompile or reverse engineer the Service or any of the software or other code related thereto;

4.2.6           resell, barter, exchange, lease, or otherwise transfer or redistribute the Service or the Lists, or in any way make the Service or the Lists available through any media to any third party;

4.2.7           introduce into the Service any viruses, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros, or programs or links to macros, scripts, programs, or any other code that alters, destroys or inhibits the operation of, or infiltrates, computer systems or data run through such computer systems;

4.2.8           alter, remove, obscure, remove, change, obliterate or separate any identification, copyright, trademark, confidentiality or other proprietary legend or notices that may appear on any User Results, Third Party Content or in the Headline Information; or

4.2.9           attempt to gain unauthorised access or permit or enable unauthorised parties to access or use the Service.

4.3     Other than as expressly set forth in this Agreement, Customer represents, warrants and covenants that it will not:

4.3.1  copy, edit, display, exhibit, perform, distribute, transmit, publicly display, or post to a company internet or public website, in whole or in part in any way, any Headline Information, Lists, or Third Party Content; or

4.3.2  copy any data, information, software, or materials available through the Service or develop any derivative work thereof.

5.       TERMINATION

5.1     Company reserves the right, with or without notice to Customer, to remove objectionable Content from the Service or to suspend the Service if Company determines in its sole judgment that Customer has violated any provision of this Agreement.

5.2     On expiration or termination of this Agreement for any reason:

5.2.1           the rights and access granted to Customer pursuant to Section 2 shall immediately cease, and all usernames and passwords shall be de-activated and revoked;

5.2.2           Customer shall destroy and purge from its electronic systems all copies of the Lists; and

5.2.3           Company has no obligation to maintain, store, or deliver to Customer any Content or User Results.

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.

[Rev.  January 2015]

END OF SUPPLEMENT