Tracking Services Product Terms
Tracking Services Product Terms
Last Modified on February 23, 2015
IMPORTANT: THESE SPECIAL TERMS PERTAINING TO TRACKING SERVICES, INCLUDING TOTALTRACK®, (THE "TRACKING TERMS") ARE REFERRED TO IN THE REACHLOCAL UK LTD.'s ("REACHLOCAL" OR "WE") ADVERTISING SERVICES TERMS AND CONDITIONS AND ARE INCORPORATED THEREIN. PLEASE READ THESE TRACKING SERVICES TERMS CAREFULLY.
YOUR EXECUTION OF AN INSERTION ORDER ("ORDER 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 through the Proxy Site, as defined below (the "Tracking eMails"), which is accomplished by dynamic substitution of Client's e-mail address(es) on the Destination Page with online e-mail form(s). Client acknowledges that the Tracking eMails are routed through ReachLocal's servers and forwarded to email addresses provided by Client. For purposes of quality assurance and Campaign assessment, ReachLocal may as data processor on behalf and in accordance with the instructions of the Client set out hereinaccess and review all Tracking eMails. ReachLocal 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 ReachLocal of phone calls received by Client, which is accomplished by ReachLocal 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.
h. Proxy Site: refers to a proxied version of the Existing Site.
i. Standard Offer Page: refers to a web page which ReachLocal 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 ReachLocal. Client agrees that ReachLocal 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, ReachLocal retains ownership of Client's Standard Offer Page.
j. Tracking Code: refers to software code that ReachLocal will provide to Client to implement on Client's Existing Site that will help Client measure the return on investment (ROI) of Client's ReachLocal 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, ReachLocal 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. For TotalTrack®, ReachLocal 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 ReachLocal 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).
b. Implementation of Tracking Services. In order to implement the Tracking Services, Client hereby permits ReachLocal to deploy a "Proxy Site". In connection with the implementation of the Proxy Site, ReachLocal may, but is not obligated to, do any or all of the following:
i. Deploy click tracking code to track the pages that users may access as a result of the Campaign. ReachLocal or its Publishers may place cookies or similar online tools on the Proxy Site to (A) effect the foregoing Tracking Services and to ensure the proper operation of the Proxy Site, (B) provide for Ad tracking (to enable ReachLocal to determine effectiveness of advertising, when applicable), and (C) enable ReachLocal 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. On the Proxy Site, insert or otherwise display a pop up and link in appropriate places on the Proxy Site, advising consumers of certain privacy matters that may be relevant to the Proxy Site. Such links may be to the ReachLocal Notice of Marketing Practices or it may be to the Advertiser Services Cookies Policy. The display of the pop up and link may obscure the Proxy Site until the consumer has navigated past the home page. Client acknowledges and agrees that such obscuring of the site may be unavoidable.
iii. In connection with ReachSearch Campaigns, implement Keyword highlighting, which would highlight, on the Proxy Site, the search terms used by the consumer to locate the site.
iv. Make other aesthetic or functional changes to the Proxy Site so as to enhance the performance of the Campaign.
v. Make all of the foregoing changes/enhancements to the Mobile Landing Page (as defined in Section 5 of the Media Product Terms).
c. Proxy URL; Disclaimer. Client understands that, in order for ReachLocal to provide the functionality necessary to implement the Tracking Services, the URL for the Proxy Site (the "Proxy URL") will be different to the URL for the Existing Site. The Proxy URL shall be the property of ReachLocal and it shall be disabled upon termination. Client acknowledges that, because the functionality and appearance of the Proxy Site will be substantially similar to the Existing Site (except with respect to the changes contemplated by these Tracking Terms), ReachLocal disclaims any liability arising from the design, content or operation of the Proxy Site to the extent caused by the Existing Site.
d. 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 ReachLocal with at least ten (10) business days' prior written notice of any changes to the Existing Site (including any URL changes). ReachLocal 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.
e. Tracking Services Disclaimer. ReachLocal 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;
iii. When Client has used the incorrect tracking URL.
3. Tracking Code. If a Client is licensing ReachEdge, either with ReachSite or separately, the Tracking Services contemplated in these Tracking Terms are provided through the use of ReachEdge.
4. Special Terms for Phone Tracking.
a. Provisioning Tracking Numbers. Client acknowledges that, for local Client phone numbers, ReachLocal 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 ReachLocal permission to provision a toll-free Tracking Number instead.
b. Client's Options. At Client's option, as reflected on the Order Form, 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 ReachLocal 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, ReachLocal 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 ReachLocal in writing, call minute usage shall be limited to 60 minutes of call time per Tracking Number for each Campaign Period.
f. Call Blocking. ReachLocal may, in consultation with Client unless ReachLocal reasonably believes that the calls are illegal or placed with malicious intent towards ReachLocal 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 ReachLocal 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 ReachLocal through Phone Tracking is being done so at the express request and on behalf of the Client.
ii. Client hereby expressly authorizes and directs ReachLocal and third party call service providers (acting as a sub-processor to ReachLocal) 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 ReachLocal'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 ReachLocal 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 ReachLocal 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 ReachLocal in writing.
vi. Client shall defend (with counsel reasonably acceptable to ReachLocal), indemnify and hold harmless ReachLocal, 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 ReachLocal'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.ReachLocal'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 ReachLocal, in its sole discretion, determines that providing call recording services on behalf of Client is unadvisable for any reason whatsoever, ReachLocal may cease providing such services on immediate written notice to Client. Such termination shall not constitute a breach of the Agreement.
5. TotalTrack. For TotalTrack, the Campaign Cycle is each 30-day period in which the services are provided during the Campaign Period, unless earlier terminated by the parties in accordance with the Advertising Terms.
6. Accessing Tracking Services via ReachLocal Mobile Reporting Application. Where ReachLocal makes elements of the Tracking Services available to Client through a mobile reporting application, Client agrees to be bound by the mobile application EULA set out here, as amended from time to time, in relation to its use of the mobile reporting application and will procure that its employees or any other person that it permits access to its advertising statistics via the application complies with the terms of such EULA.
7. Effect of Termination. Upon termination of the Agreement, ReachLocal'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.