Database Licensing Agreement between COMMUNICATE ▇▇▇.▇▇▇, INC. and Acxiom Corp.
Data product License Agreement.
PRODUCT SCHEDULE
to the Data Products License Agreement
Data Products License Agreement InfoBase Telephone Directories
Dated: May 23, 2000
Customer: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (dba ▇▇▇▇▇▇▇▇▇▇.▇▇▇)
Product Schedule Effective Date: May 23, 2000
---------------------------------
Capitalized terms not defined in this Product Schedule shall have the meaning
given them in the Agreement.
Term
The initial term of this Product Schedule ("Product Schedule Initial
Term") shall begin on the Product Schedule Effective Date and shall continue for
a period of one (I) year, and thereafter shall continue and remain in effect for
additional one ( I) year terms until terminated as set forth below. For
purposes of this Product Schedule, the Product Schedule Initial Term and all
renewal terms shall be referred to as the "Product Schedule Term." Either party
may terminate this Product Schedule by providing written notice to the
other party at least ninety (90) days prior to the end of the then current
Product Schedule Term. The data ("Data") providedb pursuant to this Product
Schedule may be used by Customer for a period not to exceed the Product
Schedule Term. Upon any expiration or termination of this Product Schedule,
Customer must return or destroy the Data in accordance with the Agreement.
Products:
----------
X InfoBase TelePhone Directories
The following selected Data package of the Product shall be provided to
Customer. If applicable, the specific Data elements to be provided to Customer
from the Products are set forth on Attachment I attached hereto and made a part
hereof.
US Residential Enhanced White Page File
X US Business Enhanced White Page Plus File
Canadian Residential Core/Micro Codes
Canadian Business Other:
Acxiom shall provide the Data to Customer on the type of media and in the format
selected below within 10 days of the execution of this Product Schedule.
Data Package Number: Business Package F (6)
Media: CD-ROM
Format: Comma Delimited ASCII
Acxiom shall provide updates to the Data on a quarterly basis.
Payment Terms: Customer agrees to pay the license fees ("License Fees") set
forth below upon receipt of an invoice from Acxiom.
License Fees: $75,000/annually
License fee is payable in monthly payments of $6,250 with the
first payment due on execution of Agreement with each
additional payment due on or before the 20th of each month
during the term of Agreement.
Permitted Uses / Restrictions: Customer may use the Products described in this
Product Schedule in accordance with the following:
Data Products License Agreement Agreement
1. The Data will provided only as a directory listing component of
Customer's World Wide Web Internet Site. Any other uses of the Data not
specifically permitted by this Product Schedule must be mutually agreed upon in
writing by both parties. Customer agrees that it shall institute appropriate
measures to ensure that users of Customer's Internet Site are prohibited from
downloading any data from the web site in any form whatsoever . 2. Customer
shall hold and use the Data strictly in accordance with the following
conditions, unless otherwise agreed in writing:
(a) The Data shall be received, held and possessed by Customer only at the
following address, and at no other location: Customer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b ) Customer shall not use the Data as part of any CD-ROM product or
resell the Data or technology in any way except as provided in this Product
Schedule.
(c) The Data is licensed only to Customer, and neither Customer nor its
subscriber customers who view the Data on Customer's Internet Site may
distribute the Data, or any subset thereof.
(d) Customer will not knowingly allow its customers to use the Data as part
of any interactive on-line, CD-ROM, or other derivative product.
( e ) Customer agrees to include the following statement regarding
copyright and unauthorized use, which statement shall be prominently displayed
on Customer's Internet Web site: "This telephone and address information is
proprietary to Acxiom Corporation and is protected under U.S. copyright law and
international treaty provisions. This information is licensed for your personal
or professional use and may not be resold or provided to others. You may not
distribute. sell, rent, sublicense, or lease such information, in whole or in
part to any third party; and you will not make such Acxiom information available
in whole or in part to any other user in any networked or time-sharing
environment, or transfer the information in whole or in part to any computer
other than the PC used to access this information."
Special Terms and Conditions:
------------------------------
In addition to the foregoing, the following special terms and conditions are
applicable to Customer's use of the Products:
1. If Customer is paying fees on a per listing or usage basis, Customer
agrees that at all times it shall maintain current, accurate and complete books
and records relating to its usage of the Data and any payments due Acxiom
derived therefrom. Customer agrees that Acxiom, or any designee of Acxiom, shall
have the right at any time following the Effective Date of this Agreement to
examine, inspect, audit, review and copy or make extracts from all such books,
records and any source documents used in the preparation thereof during normal
business hours upon written notice to Customer at least three (3) business days
prior to the commencement of any such examination, inspection, review or audit.
Such audit shall be strictly limited to those books and records which
specifically relate to information pertinent to the use of the Data.
2. Each Customer Web page containing Acxiom Data will display a logo as
demonstrated at ww.databyacxiom.comltemplate.htm on the first or initial screen
of each results page. Customer agrees that each logo will be hyper- linked to
the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ page or another page within the Acxiom Web site as
determined by Acxiom.
3. Consumer Inquiries. Licensee shall be responsible for accepting and
responding to any communication initiated by a consumer ("Consumer Inquiries")
arising out of Licensee's services that utilize the Data. Licensee agrees to
handle issues directly related to products advertised and sold in house.
Licensee has the right to update or modify data as is necessary to resolve
customer issues. Issues concerning the accuracy of data may be corrected by
licensee. The parties agree that as part of Licensee's "consumer care" system,
Licensee shall include an opt out notice on the first or initial screen of each
results page that provides the consumer with instructions for requesting that
the consumer's information be removed from Licensee's web site. Licensee may
communicate to Acxiom records of the deceased and only Consumer Inquiries that
are determined to involve the accuracy of the Data. No reference to Acxiom in
written or oral communication to a consumer or in scripts used by Customer in
responding to Consumer Inquiries shall be made without Acxiom's prior written
approval.
Date Products License Agreement
4. Affiliates. The Affiliates listed below shall have access to and use of the
Data:
[complete as necessary]
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Product Schedule to be effective as of the Product Schedule
Effective Date.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ACXlOM CORPORATION
(dba ▇▇▇▇▇▇▇▇▇▇.▇▇▇)
BY: BY:
(Signature) (Signature)
(Print or Type Name) (Print or Type Name)
(Title) (Title)