Tracking Management System Clause Samples
Tracking Management System. Reseller and Vendor understand that -------------------------- Reseller and its Clients are required to use Vendor's proprietary technology (the "System") to use the Products. Accordingly, Vendor grants to Reseller a non-exclusive and worldwide license to access and use the System, which Reseller can access and use only on servers designated by Vendor by means of a unique username and password issued by Vendor, and only for the purposes of accessing data in reports of impressions and, if stated in a SOW, other data related to creating and maintaining a data record for Reseller's Clients. Reseller shall cooperate as reasonably necessary to ensure that the Client receives the data reasonably requested by the Client. Vendor shall ensure that the System is available for Reseller's use at least 95% of the time, calculated on a calendar monthly basis. Vendor will work to maintain and improve the System and will implement all reasonably necessary and proper corrections to ensure the appropriate functioning of the System. To ensure the Vendor's methodology for its counting impressions is accurate, Vendor will have its impression counting methodology audited by a third party, reputable accounting firm at least once every six months, which firm shall provide a written report as to the results of such audit.
Tracking Management System. Reseller and Vendor understand that Reseller and its Clients are required to use Vendor's proprietary technology (the "System") to use the Products. Accordingly, Vendor grants to Reseller a non-exclusive and worldwide license to access and use the System, which Reseller can access and use only on servers designated by Vendor by means of a unique username and password issued by Vendor, and only for the purposes of accessing data in reports of impressions and, if stated in a SLA, other data related to creating and maintaining a data record for Reseller's Clients. Reseller shall cooperate as reasonably necessary to ensure that the Client receives the data reasonably requested by the Client. Vendor shall ensure that the System is available for Reseller's use at least 95% of the time, calculated on a calendar monthly basis. Vendor will work to maintain and improve the System and will use commercially reasonable efforts to implement all reasonably necessary and proper corrections to ensure the appropriate functioning of the System. Vendor will conduct annual business process control reviews, system security reviews and data validation reviews by a reputable third party accounting firm. In addition, Vendor will provide a review by a reputable third party of the Products measured against the highest standard of the IAB impression counting metrics. To the extent that Vendor products do not meet these IAB standards, Vendor will disclose the discrepancies to Reseller.