Last updated: November 20, 2024
The following terms (“Supplemental”) apply to the extent InfoTrust, LLC (“InfoTrust”) is providing a software license for any of its owned and operated proprietary software licenses, including without limitation, Tag Inspector and AdTech DNA, (collectively, “Software”) and they supplement the agreement between the parties for provision of services from InfoTrust to the customer named in such agreement(s) (“Client”) (such agreements, collectively, the “Agreement”). In the event that the provisions of this Supplemental conflict with provisions of the Agreement, the provisions in this Supplemental shall control. Together, this Supplemental and the Agreement are called the “Terms and Conditions”.
1. Software. Subject to Client’s compliance with the Terms and Conditions, InfoTrust will allow Client and the Authorized Users (defined below) to access and use the Software through InfoTrust’s designated secured-access website (“Website”). Such access and use, as described in more detail in the Terms and Conditions, are called the “SaaS Services”. The SaaS Services provide users with the ability to access and use the Software on a software-as-a-service basis. Client’s access to the SaaS Services will be subject to the usage and user limitations specified in the Terms and Conditions. InfoTrust may outsource certain aspects of the SaaS Services (e.g., Website and Software hosting) to third-party providers.
2. Services Availability. InfoTrust will take all commercially reasonable steps to keep the SaaS Services operating smoothly and efficiently. However, since the SaaS Services operate using computer equipment, computer software programs, and the Internet, InfoTrust shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including, without limitation, limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Client’s equipment, or Client’s failure to meet its responsibilities under the Terms and Conditions. InfoTrust will maintain adequate back-up arrangements and equipment in order to maintain Client’s data stored on or through the Website in the event of the failure of any of InfoTrust’s equipment. Service interruptions for maintenance and system upgrades will be scheduled to the extent reasonably practicable, to minimize interference with Client’s daytime business activities. For unscheduled service interruptions attributable to causes within InfoTrust’s reasonable control, as InfoTrust’s sole obligation and Client’s exclusive remedy, InfoTrust shall make reasonable efforts to restore the SaaS Services.
3. License Grant. Subject to the Terms and Conditions, and in consideration of Client’s payment of the license fees pursuant to the Agreement, InfoTrust grants Client a personal, nonexclusive, and nontransferable license to use the Software, on an on-line basis, only in connection with Client’s use of the SaaS Services. This license shall terminate upon the termination of the Agreement.
4. Proprietary Rights. Client acknowledges that the Software, and associated report formats, screen displays, and menu features, and all derivative works, constitute copyrighted works protected by federal and international copyright laws and are owned by InfoTrust or its licensors. The Software and all copies, versions, and derivative works of the Software shall remain the sole property of InfoTrust and/or its licensors. Client shall not make and shall not permit anyone else to make any copies of the Software, except as necessary in connection with its authorized use of the SaaS Services. All such copies must include all proprietary rights notices contained in the Software. Client shall use, and may duplicate, the reports generated through the SaaS Services for its internal purposes only and shall not publish or disclose the reports to any third party. Except as otherwise permitted in the Terms and Conditions, Client shall not allow any third party to access or use the Software. Client shall not modify or create any derivatives of the Software. Client shall not decompile or otherwise reverse engineer or decode the Software. Client shall not take or refrain from taking, directly or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, access, or use of the SaaS Services or Software. Client shall not export the SaaS Services, the Software, or any direct product thereof, directly or indirectly, in violation of the export laws and regulations of the United States of America. The foregoing export restriction shall survive termination of the Agreement.
5. Survival; Injunctive Relief. Client’s obligations under this Supplemental shall survive termination of the Agreement. Client acknowledges that a breach of its obligations under this Supplemental will cause irreparable harm to InfoTrust and/or its licensors for which monetary damages would be inadequate. InfoTrust and/or its licensors will be entitled to injunctive relief for any such breaches, threatened or actual.
6. Authorized Users. Client shall be responsible for identifying those users who are authorized by Client to access the SaaS Services (“Authorized Users”). Client shall require each Authorized User to safeguard his or her username and password for accessing the SaaS Services and otherwise comply with the Terms and Conditions. An Authorized User may not disclose his or her username and password to any other person, including another Authorized User. If Client determines that another person has gained access to an Authorized User’s username and password, or that anyone has wrongfully accessed the SaaS Services, Client shall promptly notify InfoTrust. Client is responsible for misuse of the SaaS Services by Authorized Users and by unauthorized users who gain access due to Client’s or any Authorized User’s failure to maintain security.
7. Operations. Client is responsible for the operational aspects of accessing the SaaS Services, including, but not limited to, (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to use the SaaS Services and the Software, (b) obtaining access to the Internet, (c) downloading from the Web Site and installing any necessary plug-ins, (d) determining the accuracy of all data it uploads to and downloads from the Web Site, and (e) adopting reasonable policies, procedures, and quality assurance measures to limit Client’s exposure with respect to potential losses and damages arising from use, nonuse, errors and omissions of the SaaS Services and Software or the results thereof, and system downtime, including, but not limited to, examining and confirming data prior to use, identifying and correcting errors and omissions, preparing and storing backup data, replacing lost or damaged data or media, reconstructing data, and providing network security.
8. Implementation. Client shall provide InfoTrust with such time and attention of Client personnel and such access to files, information, or other materials, and shall take such site preparation steps as may be necessary or appropriate to enable InfoTrust to implement (if necessary) and provide the SaaS Services to Client.
9. Client Contacts. Client shall designate in writing at least one, but no more than three, contacts who are authorized to communicate with InfoTrust in connection with the use of the SaaS Services and services under the Agreement (collectively, “Client Contact”). The Client Contact shall be reasonably qualified to use the Software. In addition, Client shall ensure that each Client Contact promptly receives training as provided by InfoTrust on the use of the SaaS Services.
10. Data.
a. Client retains ownership of all right, title, and interest in and to all data, materials, and information made available by Client or its users to InfoTrust for use in connection with the Services (“Client Data”). During the term of this SOW, Client hereby grants to InfoTrust a limited, worldwide, non-exclusive, royalty-free right to use the Client Data to provide the Services to Client. InfoTrust may collect, compile, copy, modify, use, and disclose Aggregate Data for industry analysis, benchmarking, analytics, marketing, and other business purposes including, without limitation, improving its products and services. “Aggregate Data” means information, analysis, statistics, and other data generated by the use of the Services or derived from Client’s use of the Services which is anonymized by removing any information that can be used to identify the source of the data and aggregated with other anonymized data to create a new set of data. All Aggregate Data shall be owned by InfoTrust.
b. Data Warranty. For any Client Data disclosed to InfoTrust, Client represents and warrants that it fully owns or has the authority to use the Client Data as set forth in this SOW, and that in obtaining or collecting the Client Data, it did not violate any applicable law or regulation, or the rights of any third-party.
11. Software-Specific Terms.
a. Tag Inspector will comply with the Robots Exclusion Protocol. Pages and sections of the target site that are listed in the robots.txt file will not be scanned.
b. Upon termination of the Tag Inspector license, Client is responsible for immediately removing Tag Inspector real-time scripts from all applicable Client websites. Failure to do so may result in functionality issues with the websites, including without limitation, failure to load pages, and InfoTrust shall not be liable for any such functionality issues for which Client failed to timely remove Tag Inspector scripts.
c. Promptly upon the commencement of and during the duration of the term of the Tag Inspector license, Client shall whitelist the Tag Inspector IP Addresses and User Agents in order to enable proper functionality of the Software on Client’s websites. Failure to do so may result in reduced or eliminated Tag Inspector functionality.
