Tracking Services Product Terms

IMPORTANT: THESE SPECIAL TERMS PERTAINING TO TRACKING SERVICES, (THE “TRACKING TERMS”) ARE REFERRED TO IN THE FINSBURY MEDIA’s (“FINSBURY MEDIA” OR “WE”) ADVERTISING SERVICES TERMS AND CONDITIONS AND ARE INCORPORATED THEREIN. PLEASE READ THESE TRACKING SERVICES TERMS CAREFULLY.

YOUR EXECUTION OF AN BOOKING FORM (“BOOKING FORM”) FOR ADVERTISING SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TRACKING SERVICES TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADVERTISING TERMS AND/OR ANY ORDER FORM, THESE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS AND/OR THE SERVICES IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS.

1. Defined Terms

a. Destination Page: refers to the Web page to which the consumer will be directed to as part of the Campaign, either at the Client’s Existing Site or a Standard Offer Page.

b. Destination Page Tracking: refers to the tracking of visits to the Destination Page.

c. eMail Tracking: refers to the tracking of emails sent to Client, as defined below (the “Tracking eMails”), which is accomplished by dynamic substitution of Client’s e-mail address(es) on the Destination Page Finsbury Media will use commercially reasonable efforts to deliver all Tracking eMails but cannot guarantee that 100% of the Tracking eMails will be delivered to Client.

d. Existing Site: refers to Client’s native unmodified, unproxied website.

e. Form Tracking: refers to the logging, if Client is using the Tracking Code, of form submission data created by form submissions on the Existing Site.

f. Offer Page Tracking: refers to the tracking of online promotional offers, which may require consumers to provide registration information.

g. Phone Tracking: refers to the tracking by Finsbury Media of phone calls received by Client, which is accomplished by Finsbury Media or its third party provider providing up to two tracking phone number(s) (each, a “Tracking Number”) that will be dynamically displayed on the Destination Page in lieu of Client’s phone number(s) and that will forward to Client’s phone number(s). Client acknowledges that it does not own and will not, as the result of this Agreement, obtain any ownership interest in the Tracking Numbers.

i. Standard Offer Page: refers to a web page which Finsbury Media may provide to an Client that does not already have its own site. The Standard Offer Page will consist of a basic Web page with information provided by Client located at an URL owned by Finsbury Media. Client agrees that Finsbury Media may restrict the ability of Client to modify or request modifications to Client’s Standard Offer Page once the Campaign has commenced. Upon the conclusion of the Campaign Period, Finsbury Media retains ownership of Client’s Standard Offer Page.

j. Tracking Code: refers to software code that Finsbury Media will provide to Client to implement on Client’s Existing Site that will help Client measure the return on investment (ROI) of Client’s Finsbury Media campaigns by showing the activity that takes places on Client’s Existing Site as the result of the Advertising Services, as more fully set forth in Section 3 below.

k. Tracking Services: refers to any or all of: Destination Page Tracking, Offer Page Tracking, eMail Tracking, Web Event Tracking, Form Tracking or Phone Tracking.

l. Web Event Tracking: refers to the tracking of specific events on Client’s site (e.g., number of visits to a contact page).

Terms not defined herein shall have the meaning set forth in the Advertising Terms.

2. Tracking Services

For the Media Products, Finsbury Media shall (unless otherwise agreed in writing) provide such of the Tracking Services, as it deems appropriate, in its sole discretion, to enable Client to assess the performance of any Campaign. Finsbury Media shall provide any of the three options, as set forth on the Order Form:
(i) Web Tracking, which shall include Offer Page Tracking, Destination Page Tracking, Web Event Tracking and eMail Tracking
(ii) Phone Tracking, or
(iii) Web Tracking and Phone Tracking.

a. Tracking Services Data Retention. Client acknowledges that Finsbury Media is not obligated to keep and maintain any data obtained as the result of the Tracking Services for more than 30 days after the collection of any such data (including Call Recordings (as defined below), Tracking eMails, and form submission data).

i. Deploy click tracking code to track the pages that users may access as a result of the Campaign. Finsbury Media or its Publishers may place cookies or similar online tools on the Advertiser Website (A) effect the foregoing Tracking Services and to ensure the proper operation of the Site, (B) provide for Ad tracking (to enable Finsbury Media to determine effectiveness of advertising, when applicable), and (C) enable Finsbury Media or its Publishers to show a consumer Ads of Client as the consumer navigates to third party Web sites. Client acknowledges that such cookies may be used for the benefit of both Client and for third parties.

ii. In connection with Finsbury Search Campaigns, implement Keyword highlighting, which would highlight, on the Site, the search terms used by the consumer to locate the site.

iii. Make other aesthetic or functional changes to the Site so as to enhance the performance of the Campaign.

iv. Make all of the foregoing changes/enhancements to the Mobile Landing Page (as defined in Section 5 of the Media Product Terms).

b. Notice of Changes to Existing Site. Client hereby acknowledges that changes to the Existing Site (including any tracked phone numbers or email addresses) may result in the failure of the Tracking Services. Therefore, to avoid disrupting the Tracking Services, Client shall provide Finsbury Media with at least ten (10) business days’ prior written notice of any changes to the Existing Site (including any URL changes). Finsbury Media will not be responsible for any failure of the Tracking Services resulting from Client’s failure to provide timely notice of changes to the Existing Site and any such failure will not excuse Client’s obligations to pay all amounts owed under any applicable Order Form.

c. Tracking Services Disclaimer. Finsbury Media cannot and does not guarantee that any of the Tracking Services will track every instance of activity that is intended to be tracked. Without limiting the generality of the foregoing, the Tracking Services may not fully function in the following circumstances, among others:

i. If the Existing Site significantly uses Flash or embedded images

ii. When the consumer has disabled the use of cookies, or

iii. When Client has used the incorrect tracking URL.

3. Tracking Code. If a Client is licensing Finsbury Search, either with Finsbury Search or separately, the Tracking Services contemplated in these Tracking Terms are provided through the use of Finsbury Search.

4. Special Terms for Phone Tracking

a. Provisioning Tracking Numbers. Client acknowledges that, for local Client phone numbers, Finsbury Media will first try to provision a local Tracking Number and then a number in the same area code as Client, but, in the event such Tracking Numbers are not available, Client hereby gives Finsbury Media permission to provision a toll-free Tracking Number instead.

b. Client’s Options. Phone Tracking, may include the following features (collectively the “Call Tracking Features”): Call Recording (where a recording is made of inbound phone calls attributable to the Campaign) and Caller ID (where the phone number of the caller is used to look-up their name and address). By electing the Call Tracking Features, Client represents, warrants and covenants that it has and will have all necessary rights to implement such tracking features. Client acknowledges that Finsbury Media disclaims any and all liability that may arise as the result of the implementation of any of the Call Tracking Features.

c. Call Recording Specifics. In connection with Call Recording, Client understands that an initial recording shall be played to consumers at the outset of calls to Client, which shall, among other things, notify the consumer that the call is being recorded. In addition, Client will advise its employees that its calls may be recorded. Client understands and agrees that any attempts to disrupt or prevent the playing of the recording or its failure to advise its employees of the recording may expose Client to substantial liability.

d. Call Review. For purposes of quality assurance, Campaign assessment and all other lawful purposes, Finsbury Media may, but is not obligated to, as data processor on behalf and in accordance with the instructions of the Client set out herein, access and review all Call Recordings.

e. Usage Limitations. Unless otherwise agreed to by Finsbury Media in writing, call minute usage shall be limited to 60 minutes of call time per Tracking Number for each Campaign Period.

f. Call Blocking. Finsbury Media may, in consultation with Client unless Finsbury Media reasonably believes that the calls are illegal or placed with malicious intent towards Finsbury Media or the Services, choose to block third-party phone numbers from being able to call the Tracking Phone Numbers.

g. Client’s Duty to Ensure Compliance of Call Recording. Client shall ensure that such recordings and notifications comply with all laws, regulations and practices relevant and/or applicable to Client and Client’s business. In addition to the obligations set out in Section 6 of the Advertising Terms, the following obligations apply to Phone Tracking:

Client desires to utilize certain call recording services offered by Finsbury Media in connection with its marketing services. Client acknowledges and agrees that such calls may include Personal Data and/or Sensitive Personal Data. In the event of any conflict between the Agreement and this provision, the terms of this provision shall apply. As used herein, “Personal Data”, “Sensitive Personal Data” and “processing” or “processor” shall have the meanings ascribed to them by the UK Data Protection Act 1998 (the “DPA”).

i. Client acknowledges that any Personal Data or Sensitive Personal Data collected by Finsbury Media through Phone Tracking is being done so at the express request and on behalf of the Client.

ii. Client hereby expressly authorizes and directs Finsbury Media and third party call service providers (acting as a sub-processor to Finsbury Media) to collect the Personal Data and Sensitive Personal Data as necessary and proper to effect the call recording services set out in the Agreement.

iii. Client acknowledges that each call by Finsbury Media’s sub-processor on behalf of Client will be preceded by the following recorded message: “Calls may be monitored or recorded for quality assurance.” Client acknowledges and agrees that Finsbury Media makes no representations or warranties with respect to the adequacy of such recorded message for compliance with the DPA or other applicable laws and it is Client’s responsibility as principal/ data controller to ensure that adequate and appropriate information is given to customers in respect of Client’s processing of such Personal Data in accordance with Client’s obligations under the DPA and other applicable laws.

iv. Client represents and warrants that it has all necessary rights to collect such information (including any Personal Data and Sensitive Personal Data contained therein) and that Client will collect and use any such information collected only in strict compliance with all applicable legal requirements. Should Client’s rights to collect such information ever be impaired, it shall promptly notify Finsbury Media in writing.

v. Should Client ever receive a complaint from a consumer or other data subject, governmental agency or quasi-governmental agency for matters arising out of or relating to this data protection provision, it shall immediately notify Finsbury Media in writing.

vi. Client shall defend (with counsel reasonably acceptable to Finsbury Media), indemnify and hold harmless Finsbury Media, its third party call service providers, and its Publishers, their respective subsidiaries, affiliates and parent companies and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and expenses) incurred or arising from Finsbury Media’s recording of phone calls to Client on Client’s behalf in accordance with the Agreement, including without limitation alleged breaches of applicable data protection and other related laws and regulations.

vii.Finsbury Media’s liability under this data protection provision shall, to the maximum extent legally permitted, be limited under Sections 12 and 13 of the Advertising Terms.

viii. If Finsbury Media, in its sole discretion, determines that providing call recording services on behalf of Client is unadvisable for any reason whatsoever, Finsbury Media may cease providing such services on immediate written notice to Client. Such termination shall not constitute a breach of the Agreement.

5. Effect of Termination

Upon termination of the Agreement, Finsbury Media’s obligation to provide the Tracking Services shall immediately terminate together with its obligations to forward to Client calls to the Tracking Numbers, Tracking eMails or form submission data.