ADDENDUM ThomasNet Mirrored Site Program

Transcription

1 ADDENDUM ThomasNet Mirrored Site Program This Addendum by the undersigned Client ( Client ) is incorporated into and made part of the agreement(s) by and between Client and Thomas Industrial Network, Inc. ( Publisher ) regarding advertising and marketing services (the Agreement ). In addition to the reports provided by Publisher under the Agreement, the Mirrored Site Program (the Program ) allows Publisher to provide, at no additional cost to Client, supplementary reports, which track the performance of the services provided by Publisher under the Agreement. The optional Program tracks, records and reports to Client certain calls, s and key conversion actions made by ThomasNet.com users. The purpose of the Program is to provide Client with an accurate ROI measurement of Client s marketing investment with Publisher under the Agreement. Client hereby agrees to participate in the Program and consents to the following: Mirrored Site: Publisher will develop a mirror version ( Mirrored Site ) of Client s website ( Client Site ) as indicated on the attached Client Details Form ( Form ) for the purpose of tracking conversion actions made by ThomasNet.com users. Client hereby grants to Publisher a non-exclusive, royalty-free, worldwide license to use, perform, reproduce, display, transmit and distribute any material or content from the Client Site in the Mirrored Site via the Internet. In order for Publisher to create and utilize the Mirrored Site, the Client Site must be operational, functional and accessible through the Internet. Client hereby grants Publisher permission to redirect links displayed at ThomasNet.com to the Mirrored Site for the purpose of tracking conversion actions by ThomasNet.com users. In order for Publisher to provide the functionality associated with the Mirrored Site, the Client URL visible to Mirrored Site users will reflect the website address for the Mirrored Site and NOT that of the Client Site. Information collected by the Mirrored Site may include, among other information, the name, location and/or IP address of the user and the date, time and duration of use. Call Recording: Publisher will display up to two (2) tracking telephone numbers on the Mirrored Site pages in lieu of Client s telephone number(s). The tracking telephone numbers will forward callers to Client s telephone number(s) listed on the Form. Publisher will display the tracking telephone numbers as the Client s telephone numbers on the Mirrored Site. Call Recording will record on behalf of Client inbound phone calls to the tracking telephone numbers and store them for review. A recorded message will be played to callers prior to the recording of the call notifying the caller that the call will be recorded. The recorded message will be substantially as follows: Thank you for calling. For quality of service, this call may be recorded. In addition, Client will advise its employees and any other person that may be recorded by Call Recording that all calls originating from ThomasNet.com may be recorded, monitored, stored and/or reviewed by Client, Publisher or third parties, including Client s or Publisher s contractors or agents or the service providers of any of the foregoing (collectively, Agents ).

2 Publisher is not responsible for the functionality of the Client telephone numbers to which the tracking telephone numbers will forward calls. For any tracking telephone number, Publisher will first try to provide a tracking telephone number with the same area code as the Client telephone number, but, in the event such a tracking telephone number is not available, Publisher may provide a toll-free tracking telephone number instead. Publisher cannot and does not guarantee that every inbound telephone call will be tracked. Tracking: Publisher will track s sent by ThomasNet.com users from the Mirrored Site by using form(s) on the Mirrored Site in lieu of Client s address(es), forward messages to Client s address listed on the Form and collect, review and store information on behalf of Client. Information collected by Tracking may include the name, location and/or IP address of the user and the date and time the form is sent. Publisher is not responsible for the functionality of Client s address listed on the Form. Publisher cannot and does not guarantee that every inbound will be tracked. Call Tracking: Publisher will replace all telephone (but not fax) numbers of Client at all ThomasNet Listings, Company Profile, Contact Us forms and Preview Ad(s) (if applicable) displayed at ThomasNet.com with a unique toll-free call tracking number assigned by Publisher ( Call Tracking Number ). Calls to the Call Tracking Number will be tracked and forwarded directly to Client s telephone or toll-free telephone number as specified on the Form. Please note: Client s telephone number or toll-free telephone number must be a US-based direct inward dialing (DID) telephone number. Publisher will collect, review and store information on behalf of Client. The information collected by Call Tracking may include information collected by Caller ID, where available. Reports: Summaries of the information collected by the Program, including recorded calls, information regarding users, callers and activity logs, will be generated on a monthly basis and may be obtained by contacting the Client s designated ThomasNet representative. Representations: Client represents and warrants to Publisher that Client has all necessary rights, authority and power to execute and enter into this Addendum and to participate in the Program. General Terms: Client acknowledges and agrees that any of the services offered or to be performed by Publisher in connection with the Program may be performed by Publisher or its Agents. The Program will begin and end in Publisher s sole discretion. It is expected that the Program will (i) begin after execution and delivery of this Addendum (including the attached Form) and (ii) end on February 1, Publisher reserves the right in its sole discretion to discontinue or alter the Program or any aspect thereof at any time without notice to Client. Publisher and its Agents may monitor, store, review, access or use the Mirrored Site activity data, the recorded calls and any other data or information collected by the Program (collectively, Data ). Data may be used in connection with the provision of services to Client or for business and marketing purposes. Publisher will not share Data of Client with other clients of Publisher. Client agrees to reference such monitoring, storage, review, access and use in its corporate policies as appropriate, including those governing its website. Except as required by law, in cooperation with legal authorities or in connection with a sale of all or part of its assets or the

3 assets of one of its affiliates, Publisher will not sell personally identifiable information collected by the Program. Because the Mirrored Site will collect information from users, Client will ensure that the terms and conditions of use and the privacy policy regarding the Client Site (i) are in accordance with all applicable laws, (ii) disclose that personally identifiable information of visitors and aggregate data may be collected, stored, reviewed and used for Client s business purposes, shared with third parties for their review or use or transferred upon the sale or assignment of assets of Client or such third parties and (iii) disclaim warranties and limit liabilities, at a minimum, to the same extent as posted on ThomasNet.com. Mirrored Site, Call Recording numbers, Tracking forms and Call Tracking Numbers (collectively, Program Materials ) are provided and paid for by Publisher solely for the purpose of tracking activity from ThomasNet.com at the request of and on the behalf of Client and may not be used by Client. Any use of Program Materials by Client including, but not limited to, use in any other directory, publication, promotional materials, or for internal use is considered misuse. If misused by Client, Publisher may, in its sole discretion, immediately terminate this Addendum, Client s participation in the Program and/or any of the services, and Client will be responsible for any costs, expenses or charges incurred resulting from the misuse. PUBLISHER AND ITS AFFILIATES AND AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER ORDINARY, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM. PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PUBLISHER DOES NOT WARRANT THAT ANY INFORMATION COLLECTED BY THE PROGRAM OR MADE AVAILABLE TO CLIENT WILL BE ACCURATE, COMPLETE OR CURRENT. IN WITNESS WHEREOF, Client has caused this Addendum to be executed as of the date set forth below. CLIENT NAME: By Name: Title: Date:

4 Mirror Site Tracking Program - Client Details Form Please print clearly and fax to: Client Relations or to: clientrelations@thomasnet.com Date: Sales Territory Information: Contractor Name/No. Senior/Team Leader Client Information: Contact Name Company Name Contact Telephone No. Contact Street Address City, State, Zip URL Site Information provide the below information as it appears on website Local Telephone No. Toll-Free Telephone No. ThomasNet Internal Information internal use only Internal Use TGRAMS No. Media Contract Amount Total Contract Amount Preview Ads Contract End Date

5