Tag Application Agreement

This Agreement, effective on this date, sets the terms upon which NaviStone® Inc. (“NaviStone”), will provide Client with tagging instructions to install NaviStone’s JavaScript on Client’s website (the “Website”) and to evaluate on an anonymous basis the Postal address match rate for the Client’s site (the “Services”).

The Services provided by NaviStone are subject to NaviStone’s Commitment to Consumer Privacy (the “Privacy Commitment”), which is attached to this Agreement as Exhibit A and a part of its terms. The Privacy Commitment describes NaviStone’s core principles of protecting website visitor privacy and anonymity in providing these and other Services to its clients. NaviStone’s JavaScript does not cause personally identifiable information concerning visitors to its clients’ websites to be collected or sent to NaviStone or its clients nor does it access or copy communications between website visitors and its clients’ websites.

This Agreement involves the client placing a single line of JavaScript (the “Tag”) on the pages of its websites where it wishes to send directly to NaviStone anonymous data concerning the browsing activities of visitors to those websites. This anonymous data is and remains at all times the property of the client and is received, retained, and analyzed by NaviStone solely for and on behalf of that specific client (the “Client Data”). NaviStone’s patented address matching matching process prevents both NaviStone and its clients from learning the names and addresses of website visitors and allows promotional mailings to be sent in a way which protects consumer privacy and honors consumer preferences concerning the receipt of direct mail promotions.

The terms of this Agreement are as follows:

NaviStone® Inc. Responsibilities:

  1. Provide Tag to Client. Client with the Tag. The Client will place the Tag on every page of the Website where it wishes anonymous data to be sent to NaviStone. NaviStone will work with Client’s technical team to ensure proper application of the Tag;
  2. Perform quality control to ensure the data capture is accurate and comprehensive, and the Tag does not materially impact website performance;
  3. Receive web browsing behavior 24x7 and store that data in a secure cloud environment for the analysis period;
  4. Share with Client the mailable volume, based on match, model and KPIs; and
  5. Represent and warrant that it shall provide the Services in a professional and workmanlike manner in accordance to its standard of care, in compliance with applicable laws and regulations as discussed below, and consistent with the Privacy Commitment.

Client Responsibilities:

  1. Install the Tag on each page of the Website where it wishes to send information directly to NaviStone;
  2. Provide access to Google Analytics to facilitate QC activities once the Tag has been applied.
  3. Represent and warrant that its website(s) comply with applicable consumer privacy laws and regulations related to consumer privacy and data security, as described below.

Term and Termination: Agreement will expire 90 days after Client places the Tag on the Client’s website(s). Upon expiration of the Agreement, Client agrees to remove the Tag from the pages of its website(s).

Use of Client Data: NaviStone shall use Client Data solely to perform its obligations under to this Agreement. NaviStone shall not disclose Client Data to any third party except as reasonably required for NaviStone to provide its obligations under this Agreement or as required by law or court order. Client agrees that Client Data shall not include data from outside the United States. Data from countries outside the U.S. will not be accepted.

Intellectual Property: All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date of this Agreement, including without limitations all rights to the Tag and all related JavaScript code, shall continue to be owned solely by such party, and nothing herein shall be deemed to confer any rights to any intellectual property on the other party except as expressly set forth herein or in other written agreements between the parties.

Assignment: Neither party may assign this agreement without the other's consent.

Limitation of Liability and Disclaimer: In no event shall NaviStone incur any financial liability from this agreement.

NAVISTONE® MAY NOT BE HELD LIABLE TO CLIENT, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS OR PENALTIES) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, STATUTE, CONTRACT, OR TORT (UNDER ANY THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF NAVISTONE IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.CLIENT ACKNOWLEDGES THAT NAVISTONE HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.JAVASCRIPT CODE AND OTHER SERVICES ARE PROVIDED BY NAVISTONE® ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

Indemnification: Customer agrees and warrants that any information provided to NaviStone through the Tag or otherwise shall have been legally obtained and provided to NaviStone, and that its use of information from NaviStone data will be legal. To the extent not prohibited by law, each party (an “Indemnifying Party”) will forever indemnify, defend, and hold the other party and its subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, damages, losses, claims, costs and expenses (including attorneys’ fees) related to: (i) the Indemnifying Party’s violation of any applicable federal, state or local laws, regulations, rules and judicial and administrative decisions, including any applicable privacy and data protection laws (ii) the Indemnifying Party’s violation of any applicable privacy policy or any other privacy or confidentiality rights of any third party; (iii) a third-party claim of misappropriation or infringement of any intellectual property right in connection with this Agreement; (iv) any misrepresentation by the indemnifying Party; and (v) the Indemnifying Party’s breach of any representation, warranty, or covenant under this Agreement.

Compliance with Privacy Laws: Client is responsible for ensuring that it is in full compliance with all applicable laws and marketing regulations regarding the privacy of its customers and the collection, use, and disclosure of its customers’ information.

Privacy Policy: Client represents and warrants that it shall at all times maintain a working, clear, and conspicuous link on each of its visitor-facing web pages to a privacy policy that:

  1. Complies with all applicable legal requirements, including, but not limited to, all international, U.S., and state laws (including those of the State of California);
  2. Discloses fully how visitor data is collected by NaviStone® (including JavaScript and cookies, and how they work);
  3. How visitor data collected by NaviStone® may be combined with other data, including names and addresses from third-party databases, for purposes of direct mail advertising;
  4. Includes instructions on how to prevent cookies from being placed on visitor’s computer and on the use of adblocking software;
  5. Provides links to additional information concerning the opting-out of cookie-based advertising: http://optout.networkadvertising.org/#!/ and https://www.neustar.biz/privacy/opt-out;
  6. Provides direct mail, telephonic, and online opt-out instructions; and
  7. Provides that usage of website constitutes consent to the terms of the Privacy Policy.
  8. Obtains valid and binding consumer agreement to the Privacy Policy in connection with website registration and purchases.

Privacy Policy Provision: Without waiving any of the requirements set forth above, the following provision, which would be a part of a larger privacy policy of the Client meeting the requirements set forth above, is strongly recommended:

“We may from time to time contract with third-party vendors to work on our behalf to provide ads to our customers via the Internet or to send direct mail or catalogs to customers whom we think may be interested in our products or services. In order to do so, these third parties may receive information concerning the activities of visitors to our websites using JavaScript software code and “cookies.” A “cookie” is a small piece of data that is sent to your browser or mobile device by websites, mobile apps, and advertisements that you access or use. This “cookie” is stored on your computer or mobile device and helps websites and mobile apps to remember things about you to improve your experience with the website. Our vendors may then connect the information that they receive from our website using “cookies” to other sources of information, which may include your name and mailing address, for the purpose of sending you direct mail promotions. By using this site, you consent to these activities, including information receipt by our vendors and their service providers. If you do not wish for cookies to be placed on your computer, most web browsers permit you to prevent that from taking place. Additionally, information about opting out of cookie-based advertising can be found via the following links - http://optout.networkadvertising.org/#!/ and https://www.neustar.biz/privacy/opt-out. However, please keep in mind that cookies and similar technologies are an important part of how the website works; removing, rejecting, or limiting the use of cookies or other similar technologies might affect the availability and functionality of the website. To opt-out of receiving our direct mail or catalogs, you may send us an email at [CLIENT CUSTOMER SERVICE EMAIL ADDRESS], call us at [CLIENT CUSTOMER SERVICE PHONE NUMBER], or send a written request to [CLIENT CUSTOMER SERVICE MAILING ADDRESS]. We will honor those requests, but please understand that it may take [NUMBER] of days for such mailings to end.”

Choice of Law and Venue: This Agreement and any action related thereto or arising out if this Agreement will be governed by the laws of the State of Ohio without regard to or application of its conflict of law provisions or your state or country of residence. Any disputes that arise out of or are in any way related to this Agreement shall be resolved in the state and federal courts of the State of Ohio. Client expressly consents to personal jurisdiction of and venue in such courts and waives any objection as to inconvenient forum.

NaviStone Prohibited Content: NaviStone prohibits the use of our services by any organization that 1) markets material that exploits or is harmful to minors, 2) markets material that is grossly offensive (expressions of bigotry, prejudice, racism, hatred, violence, harassment or obscenities) or otherwise objectionable, 3) provides content that advocates, promotes or encourages violence against any governments, organizations, groups or individuals or that provides instruction, information or assistance in causing or carrying out such violence, 4) provides, sells or offers to sell products or content (or services related to the same) pertaining to pornography or illicitly pornographic sexual products, illegal drugs and contraband that are unlawful in the location at which the content is posted or received, illegal goods, pirated software or media, subprime lending offers, firearms/Instructions on how to assemble or otherwise make bombs, grenades or other weapons, CBD and marijuana businesses, and/or pharmaceutical companies; where the ailment or health issue is identifiable. In the event that you engage in any of the activities listed above, in our sole discretion, we reserve the right to terminate your access to or use of our services in each case at any time, with or without notice and without refund.