EXHIBIT CPRIORITY PROSPECTS ADDITIONAL TERMS AND CONDITIONS. 06.02.20
1. INTEGRATION; DEFINED TERMS
1.1 Integration in License and Services Agreement. This Exhibit C is provided as a component of that certain License and Services Agreement between Randall-Reilly and the Customer. The General Terms and Conditions section of the Agreement are an integral part of, and shall apply to, this Exhibit B and any uses of the Licensed Software (as defined below). For the purposes of the application of the General Terms and Conditions section of the Agreement, and in no way limiting the application of any other provision of the General Terms and Conditions of the License and Services Agreement to this Exhibit C: (a) the definition “Confidential Information” shall include the Licensed Software, the Licensed Database, each Priority Prospects Traffic Report and the Page View Information (each as defined below), (b) the provisions of Section 6.3 of the Agreement shall apply to the Licensed Software and the Licensed Database and (c) the provisions of Sections 6.2 and 7.1 of the License and Services Agreement shall apply to any breach or threatened breach of Section 4 of this Exhibit C. Any capitalized term used in this Exhibit but not defined herein shall have the meaning ascribed to such term in the License and Services Agreement.
1.2 “Designated Site(s)” means those certain individual internet domain sites, measured by individual uniform resource locators (URLs), as identified and operated by Customer pursuant to the provisions of Section 4.3 of this Exhibit C.
1.3 “Documentation” means any and all manuals, instructions and other documents and materials that Randall-Reilly provides or makes available to Customer in any form or medium which describe the functionality, components, features or requirements of any Licensed Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
1.4 “Licensed Database” has the meaning set forth in Exhibit A to the Agreement. The terms of Exhibit A to the Agreement shall apply to any and all uses or disclosures of the Licensed Database.
1.5 “Licensed Software” means certain Page View Information tracking software provided by Randall-Reilly to Customer for installation on the Designated Sites. The Licensed Software is a Product for purposes of the Agreement.
1.6 “Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Licensed Software, including any updated Documentation, that Randall-Reilly may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Licensed Software.
1.7 “Page View Information” means online navigational information on visitors to the applicable Designated Site (including internet protocol (IP) addresses, browser type and version, domain names, referring/exit pages, operating system, date/time stamp, click stream data and anonymous statistical data regarding such visitor’s use of the applicable Designated Site), in each case as collected from the Designated Sites and delivered to Randall-Reilly through the operation of the Licensed Software.
1.8 “Page View Limit” means certain maximum number, as set forth in the Sales Contract, of individual Page View Information to be collected by Randall-Reilly through the Licensed Software in the applicable measurement period set forth in the Sales Contract (or if no such period is set forth the Sales Contract, per contract year).
2.1 Access to Priority Prospects Products. Subject to the terms and conditions of the Agreement, Randall-Reilly agrees to provide Customer with certain limited, non- exclusive rights to Customer-specific Priority Prospects Traffic Reports (as defined below) and associated matches from Randall-Reilly’s Licensed Database and the applicable proprietary reporting tools provided by Randall-Reilly related to each.
2.2 Use Restrictions. Customer acknowledges and agrees that (a) without the express written consent of Randall-Reilly, Customer may not directly or indirectly resell, license or otherwise Disclose (as defined in Exhibit A to the Agreement) to any third party any audience targeting segments or other audience demographic listings which either incorporate all or any portion of any Priority Prospects Traffic Report or were created, developed or modified through the direct or indirect use of any Priority Prospects Traffic Report and (b) each Priority Prospects Traffic Report contains excerpts of (or provides links to) information contained in the Licensed Database and that any access, display or use of any Priority Prospects Traffic Report is limited by, and provided subject to the terms of, the License (as defined in Exhibit A to the Agreement) and that the Covered Entities are each expressly prohibited from sublicensing, selling, renting or leasing all or any part of the Priority Prospects Traffic Reports.
2.3 Maintenance Releases. During the Term, Randall-Reilly will provide Customer with all Maintenance Releases (including updated Documentation) that Randall-Reilly may, in its sole discretion, make generally available to the Licensed Software at no additional charge. All Maintenance Releases, on being provided by Randall-Reilly to Customer hereunder, are deemed Products subject to all applicable terms and conditions in the Agreement. Customer will install all Maintenance Releases as soon as practicable after receipt.
3. WEB TRAFFIC TRACKING AND REPORTING
3.1 Priority Prospects Traffic Reports; Data Subscription License. Subject to the terms of the Agreement and this Exhibit, during the Term, Randall-Reilly shall allow each Authorized User to utilize the applicable reporting tools to generate and access online reports containing certain aggregate and individual (enterprise-level) data and information on the type and nature of certain visitors generating Page View Information which match selected records in the Licensed Database, as well as the frequency of access of the Designated Site(s) by such visitors (each, a “Priority Prospects Traffic Report”). Customer acknowledges and agrees that each Priority Prospects Traffic Report contains excerpts of (or provides links to) information contained in the Licensed Database and that any access, display or use of any Priority Prospects Traffic Report is limited by, and provided subject to the terms of, each applicable Licensed Database license as set forth in Exhibit A to the Agreement and that the Covered Entities are each expressly prohibited from sublicensing, selling, renting or leasing all or any part of the Priority Prospects Traffic
3.2 Priority Prospects Traffic Report Compilation. Randall-Reilly shall use commercially reasonable efforts to enable the applicable reporting tool to compile each Priority Prospects Traffic Report from (a) the Page View Information, up to the Page View Limit for the applicable period, and (b) the applicable portions of the Licensed Database as of the date of such Priority Prospects Traffic Report. Customer acknowledges that collection and processing of any Page View Information is subject to Customer’s proper installation and maintenance of the Licensed Software on the Designated Site(s), as described in detail in Section 4.2 herein.
4. OWNERSHIP OF WEB TRAFFIC CONTENT
4.1 Ownership. The Page View Information shall be and remain the sole and exclusive property of Customer. Customer hereby grants Randall-Reilly a non-exclusive right and license to (a) copy and use the Page View Information for the purposes of (i) compiling Priority Prospects Traffic Reports on behalf of Customer or any Authorized User pursuant to the terms of the Agreement, (ii) performing other services at the request of Customer or otherwise with Customer’s written consent and (iii) for such internal Randall-Reilly uses in connection with testing, monitoring, enhancing and evaluating the Licensed Software and other software and processes related to the compilation of Priority Prospects Traffic Reports and (b) copy, use and display Page View Information in its aggregate form, without any identification of Customer, any other Covered Entity, any Authorized User or individual Page View Information. Other than to the extent comprised of Page View Information, each Priority Prospects Traffic Report is copyrighted material of Randall-Reilly or its contractors, with all rights reserved. Randall-Reilly shall be and remain the sole and exclusive owner of any Intellectual Property Rights utilized in any Priority Prospects Traffic Report (including design and look and feel of the Priority Prospects Traffic Reports). Any Trademarks used or displayed in a Priority Prospects Traffic Report are registered or unregistered Trademarks of Randall-Reilly or its contractors. This Section 4.1 shall survive the termination of the applicable Sales Contract and suspension or termination of the Agreement.
4.2 Tracking Software License. During the Term, Customer shall install, use and run one (1) copy of the Licensed Software on any/each of the Designated Site(s) described in the Sales Contract. Subject to the terms and conditions of the Agreement and this Exhibit, and conditioned on the continued compliance therewith by Customer, Randall-Reilly hereby grants to Customer a non-exclusive, non-sublicensable and non-transferable, limited license to use the Licensed Software and Documentation solely for installation on and use with respect to Designated Sites for the sole purpose of delivery of Page View Information to Randall-Reilly pursuant to the terms of the Agreement. Customer may make one copy of the Licensed Software solely for testing, disaster recovery or archival purposes. Any copy of the Licensed Software made by Customer: (a) will remain the exclusive property of Randall-Reilly; (b) be subject to the terms and conditions of this Agreement; and (c) must include all copyright or other Intellectual Property Rights notices contained in the original.
4.3 Selection of Designated Site(s); Association of Page View Information to Personally Identifiable Information. Prior to installation of the Licensed Software on any Designated Site, Customer shall provide written notice to Randall-Reilly of the name and uniform resource locator (URL) of such Designated Site(s), and promptly on adding, removing or replacing any Designated Site, any websites which are no longer Designated Sites. The total number of Designated Site(s) shall not exceed the number of Designated Sites set forth in the Sales Contract. Customer acknowledges and agrees that (a) the Licensed Software utilizes tracking text files commonly known as ‘cookies,’ ‘clear GIFs’, ‘tracking pixels’ or other similar tracking mechanisms to collect the Page View Information and (b) for the purposes of the compilation of each Priority Prospects Traffic Report, Randall-Reilly will merge and associate such Page View Information of the related visitors to the Designated Sites with certain personally identifiable information of such visitors contained in the Licensed Database. Therefore, Customer covenants and agrees that it will, during and for all periods during which the Licensed Software is engaged in the collection Page View Information from a Designated Website, obtain and comply with all applicable site visitor consents and policies necessary to permit the lawful collection, use and association of Page View Information contemplated under this Agreement.
4.4 Licensed Software Use Restrictions. Except as the Agreement expressly permits, Customer shall not, and shall not permit any other Person to: (a) copy the Licensed Software, in whole or in part; (b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any Licensed Software; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (d) reverse engineer, disassemble, decompile, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Licensed Software or Documentation; (f) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any Trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Licensed Software or Documentation; (g) use the Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (h) use the Licensed Software for purposes of: (x) benchmarking or competitive analysis of the Licensed Software; (y) developing, using or providing a competing software product or service; or (z) any other purpose that is to Randall-Reilly’s detriment or commercial disadvantage; or (i) use the Licensed Software or Documentation in any manner or for any purpose or application not expressly permitted by the Agreement.