Exhibit 10.10
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Data Products License Agreement ACXIOM
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PRODUCT SCHEDULE
To the Data Products March 30, 2001 Customer: Publication Management, Inc.
License Agreement dated:
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InfoBase(R) Internet Directory Product Schedule Effective Date: December 01, 2002
Products: Assistance
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*The parties agree that upon execution of this Product Schedule, the InfoBase
List Product Schedule, dated March 30, 2001, will be modified as provided herein
and each party releases and discharges the other from any and all claims, known
or unknown, except for obligations concerning the return of Data and/or other
Confidential Information of either party, arising from the InfoBase List Product
Schedule referenced herein.
Capitalized terms not defined in this Product Schedule shall have the meaning
given them in the Data Products License Agreement "Agreement" dated March 30,
2001.
TERM
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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 two (2) Years, and thereafter shall continue and remain in effect for
additional one (1) 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 to be effective at the end of the Product
Schedule Term by providing written notice to the other party ninety (90) days
prior to the end of the Product Schedule Term. The data ("Data") provided
pursuant to this Product Schedule may be used by Customer for a period not to
exceed the Product Schedule Term or as provided herein. Upon any expiration or
termination of this Product Schedule, Customer must return or destroy the Data
in accordance with the Agreement. The term "Year" is equal to four current,
non-duplicated quarterly updates provided to Customer by Acxiom even if it takes
longer than a calendar year for Acxiom to provide the required quarterly
updates.
PRODUCTS:
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The following selected Data package of the Product shall be provided to
Customer. If applicable, the specific Data elements etc. to be provided to
Customer from the Products are set forth on Attachment 1 attached hereto and
made a part hereof.
X Internet Directory Assistance file / list
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Acxiom shall provide the Data to Customer on the type of media and in the format
selected below within 15 days of the execution of this Product Schedule.
DATA PACKAGE NUMBER: ▇▇▇ FORMAT 2
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MEDIA: CD ROM
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FORMAT: ASCII COMMA DELIMITED
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CASE: UPPER / LOWER
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UPDATE TYPE: FULL FILE
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Acxiom shall provide updates to the Data on a quarterly basis for contemplated
used by Customer for a quarter of a year or until replaced by a new current
update.
LICENSE FEES: $30,000 per Year, $60,000 paid upon execution of this agreement
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as full payment for the first two Years.
PAYMENT TERMS: The License fees ("License Fees") are due and payable in full
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upon execution of this Product Schedule. Customer agrees to pay all fees due
hereunder upon receipt of an invoice from Acxiom.
PERMITTED USES / RESTRICTIONS: Customer may use the Data described in this
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Product Schedule in accordance with the following:
1. Customer may use the Data as part of an Internet or internal intranet
directory assistance application ("Directory Assistance Application") on
Customer's World Wide Web Internet Sites ("Customer Web Site"), or as provided
in the Agreement. As part of the Internet Directory Assistance Application,
visitors ("Web Site User") to the Customer Web Site may search a national
database of residences and/or businesses provided by Acxiom. Customer agrees
that it shall institute appropriate measures to ensure that Web Site Users are
prohibited from downloading any Data from the Customer Web Site in any form
whatsoever; provided, however, that the Web Site User may print or save up to
fifty (50) specific listings at a time to the Web Site User's personal cell
phone, personal digital assistant ("PDA") or PC for such Web Site User's
personal use only.
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Data Products License Agreement ACXIOM
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2. Customer shall hold and use the Data strictly in accordance with the
following conditions, unless otherwise agreed in writing:
2.1 The Data shall remain on Customer-owned controlled servers
("Customer Servers") at all times during the Product Schedule Term. The initial
Customer Server hosting street address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇. Customer may change the hosting address set forth herein upon
prior written notice to Acxiom, which notice shall contain the new address
locations of Customer-owned and controlled servers on which the Data will be
stored.
2.2 Customer shall not use the Data as part of any interactive,
on-line, CD-ROM or other derivative product or resell or distribute the Data or
any subset thereof in any way except as provided in this Product Schedule.
2.3 Customer agrees to include the following statement regarding
copyright and unauthorized use, which statement shall be prominently displayed
on the Customer Web Site or intranet site, as applicable: "This 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 nay 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."
2.4 The parties agree that Acxiom's copyright notice shall be displayed
at the end of each session when the Data is downloaded by the Web Site User as
described above in Section 1.
3. In the event that Customer receives Acxiom's proprietary BDC, NAICS, or
Acxiom's SIC schema (collectively, the "Codes") as part of the Products licensed
pursuant to this Product Schedule. In addition to the restrictions set forth
herein, Customer shall not modify, adapt, translate, reverse engineer,
de-compile, disassemble, or otherwise attempt to discover the technology or
methodologies underlying the Codes, nor shall Customer instruct or allow anyone
else to undertake such prohibited actions.
SPECIAL TERMS AND CONDITIONS:
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In addition to the foregoing, the following special terms and condition are
applicable to Customer's use of the Products:
1. Customer agrees that at all times it shall maintain current, accurate and
complete books and records relating to its usage of the Data for royalty
payments, if applicable, 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 royalty information
pertinent to the use of the Data.
2. Customer will provide to Acxiom, free of charge, access to an unused
banner advertising pool on Customer's Web Site if available when the Data is
displayed.
3. Each Customer Web page containing Acxiom Data will display a logo as
demonstrated at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇.▇▇▇ 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.
4. Consumer Inquiries. Customer shall be responsible for accepting and
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responding to any communication initiated by a consumer ("Consumer Inquiries")
arising out of Customer's services that utilized the Data. Customer agrees that
it will implement a "consumer care" system that includes in-house capabilities
to suppress consumer information, upon request by a consumer, from Customer Web
Site and agrees to honor any such request by suppressing such consumer
information from Customer Web Site. The parties agree that as part of
Customer's "consumer care" system, Customer may 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 form
Customer Web Site. Customer 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.
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Data Products License Agreement ACXIOM
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5. Subsidiaries. The Subsidiaries listed below shall have access to and use
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of the Data: NONE
IN WITNESS WHEREOF, the duly authorized representatives of the parties to have
access to and use or to provide data have executed this Product Schedule to be
effective as of the Product Schedule Effective Date.
▇▇.▇▇▇, INC.
▇▇▇▇▇▇.▇▇▇ GROUP
TELCO BILLING, INC.
PUBLICATION MANAGEMENT, INC. ACXIOM CORPORATION
BY: /s/ ▇▇▇▇ ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇. Sawforo
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(Signature) (Signature)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Sawforo
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(Print or Type Name) (Print or Type Name)
Authorized Agent for Director Client Executive
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(Title) (Title)
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Data Products License Agreement ACXIOM
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ATTACHMENT 1
to the Product Schedule and
Data Products License Agreement
The Data elements to be provided to Customer are as follows: All available data
elements, SIC to SIF translation table and Codes.