Competitrack, Inc.

TERMS OF USE

1.         Who's who

            "Competitrack" or "we" or "us" means Competitrack, Inc.

            "You" means you individually and/or the company you are authorized to represent, depending on the context.)

2.         Introduction

            Welcome to the Competitrack Web site (the "Site"). As you probably know, Competitrack compiles and maintains a database that includes copies of advertisements in various media ("Creatives") and information about the occurrence of, and companies' spending on, such advertisements ("Occurrence/Spending Data"). Besides providing this information, Competitrack generates aggregate spending reports based on these Creatives and Occurrence/Spending Data ("Competitrack Reports"). All these materials, as well as the reports you can generate on your own ("User-Generated Reports") will be referred to in these terms of use ("TOU") as "Licensed Content." You are here either because your company subscribes to Competitrack ad tracking services and you are an authorized user under the subscription agreement or because you want to access the Licensed Content without a formal agreement.

3.         Scope of Terms of Use

These TOU govern your use of the Site. If your company has a written subscription agreement with Competitrack, Inc., these TOU reaffirm and/or complement that agreement, but if there is any conflict between the TOU and that subscription agreement, the subscription agreement controls. If your company does not have a written subscription agreement, these TOU constitute are only agreement between you and Competitrack, Inc. that covers your use of the Licensed Content on this site. You should read them carefully. We may modify these terms of use without notice to you so you are advised to check them each time you use the Site.

By pressing the "READ AND ACCEPTED" button at the bottom of this page, you will be agreeing to abide by all of these TOU and promising that you are authorized to bind your company to these TOU. If you do not agree to these TOU or you can't make that promise, press the "DECLINED" button. In that case, you will not be able to enter the Site.

4.         What you will be able to do on the Site

            a.         If your company has a subscription agreement, you will be able to access the particular Licensed Content that is listed in that subscription agreement and in any amendments to it, search all Creatives included within the Licensed Content by advertiser, category, keyword, and other fields; download such Creatives; maintain such Creatives in an online archive available to all Authorized Users on the account to which such Creatives relate; download Competitrack Reports uploaded by Competitrack; generate User-Generated Reports from Occurrence/Spending Data provided by Competitrack, and sign up for the Ad Alerts listed in the subscription agreement.

b.         If your company does not have a subscription agreement, you will be able to access the Site to conduct searches, preview ads and review ad lists at no charge, and, for a fee, you may download or order ads and reports; provided, however, that we reserve the right at any time to limit the free functionalities available or to deny free access to the Site entirely.

5.         What you may and may not do with Licensed Content that you access on the Site           

a.         You may reproduce (including download) Licensed Content by downloading it to a single computer.

b.         You may display, perform and distribute copies of any item of Licensed Content to any Permitted Recipient, which means         (i) if your company is an agency, anyone else at the agency who is working on the same account, and the client on whose behalf you have accessed and downloaded the Licensed Content, or (ii) if your company is an advertiser, at your agency of record, if that person (i) has a "need to know" and (ii) has expressly agreed in writing to abide by these restrictions before receiving or viewing that Licensed Content. Just to be clear, before you can give, show or send someone a copy of any Licensed Content, the person has to be a Permitted Recipient and must have agreed to these restrictions.

c.         You may not edit, modify, "morph," adapt, and/or add text, images, or sound to any Creative.

d.         You may not post any Licensed Content in any public Site or on any Web site that is accessible to anyone who is not a Permitted Recipient. (Go back to "b" to see who your Permitted Recipients are.)

e.         You may not use any Licensed Content in any legal proceedings without Competitrack's prior written approval. (In case you have any doubt, this applies to both you individually and your company.)

f.          You may not share your password to the Site with anyone, even someone else in your company.

g.         You may use Licensed Content for internal research purposes only.     

6.         Ownership of Intellectual Property. We own all proprietary rights in the Site, including, without limitation, all trademark rights in Competitrack name and logo and all patent rights in the Site.           Your access to or use of any Licensed Content according to the terms of the subscription agreement and/or these TOU gives you no rights in that Licensed Content other than the specific rights that the agreement and these TOU grant to you, and Competitrack expressly reserves all other rights.

7.         Pricing. We reserve the right to change the prices for our products and services at any time.

8.         DISCLAIMER OF WARRANTIES. ALL LICENSED CONTENT IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. COMPETITRACK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY LICENSED CONTENT AND THE WEB SITE OR YOUR USE OF ANY LICENSED CONTENT AND THE COMPETITRACK WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF OCCURRENCE/ SPENDING DATA; THE EFFECTIVENESS OF ANY ADVERTISING OR TYPE OF ADVERTISING; OR APPROPRIATE SPENDING LEVELS FOR ANY PARTICULAR AD CAMPAIGN. UNDER NO CIRCUMSTANCES WILL COMPETITRACK BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY KIND THAT YOU MAY INCUR IF YOU RELY ON COMPETITRACK DATA IN SUPPORT OF A CLAIM THAT A THIRD PARTY HAS NOT MODIFIED AN ADVERTISEMENT. COMPETITRACK ALSO DOES NOT GUARANTEE THAT ANY LICENSED CONTENT OR THE COMPETITRACK WEB SITE WILL ALWAYS BE AVAILABLE OR OPERATE ERROR-FREE AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR (i) ANY INTERRUPTIONS TO THE AVAILABILITY OF THE COMPETITRACK WEB SITE, WHETHER SUCH INTERRUPTIONS ARE DUE TO INTERNET EVENTS BEYOND COMPETITRACK'S CONTROL, TO PROBLEMS WITH THE COMPETITRACK SERVERS, OR TO PROBLEMS WITH YOUR COMPUTER OR YOUR INTERNET CONNECTION, AND (ii) ANY VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY HARM YOUR COMPUTER AS A RESULT OF YOU'S INTERACTION WITH THE WEB SITE OR ANY LICENSED CONTENT. Some jurisdictions do not allow the disclaimer of implied warranties, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

9.        LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPETITRACK BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF COMPETITRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY ASPECT OF YOUR USE OF ANY LICENSED CONTENT OR THE SITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OR INACCURACY OF ANY LICENSED CONTENT; INABILITY TO USE ANY LICENSED CONTENT; OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted, so some of the foregoing limitations may not apply to you.

10.       Posting of Comments. You are solely responsible for the comments that you publish or display ("post") in any area of the Site that is accessible to other people. We have the right but not the obligation to review all comments and remove any that we consider to be inappropriate, which includes any comment that defames anyone, violates anyone's right of privacy, or is patently offensive. You will be liable for any damages that we may incur as a result of any inappropriate comments that you post.

11.       Indemnity. You will indemnify and hold Competitrack harmless and defend it against any and all third-party claims, demands, liabilities, damages, losses, costs or expenses (including but not limited to any reasonable attorneys' fees) arising out of or in connection with any breach or claimed breach by you of these TOU.

12.         Termination. In addition to reserving the right to terminate free access to the Site completely, as noted above, if your company does not have a subscription agreement, Competitrack may terminate this Agreement and your access to the Site if you violate any of these TOU or if you give a credit card that bounces.    

13.       Privacy. For our privacy policy, please click here.

14.       Governing Law, Jurisdiction, and Time Limit on Claims. If you have any dispute with us, the dispute will be governed by the laws of the State of New York without regard to its conflict of law provisions. You hereby submit to personal jurisdiction by and venue in the state and federal courts of the State of New York located in Manhattan. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Archive or to this User Agreement must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.

15.       Additional Terms. Our failure to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any of these TOU invalid, the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of these TOU will remain in full force and effect.