VisitorID

Visitor ID 

Additional Terms and Conditions 

These Visitor ID Additional Terms of Service (“VID Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these VID Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these VID Additional Terms and the Terms, the provisions of the Terms control. 

1. Visitor ID Services. Higher Images provides access to a web-based portal containing data, reports, dashboards, and analytics through a product named Visitor ID that is a set of bundled, software-driven digital marketing data-gathering and analysis tools offered by Higher Images, which includes multiple modules, applications, platforms, interfaces, analytic engines, and other elements (the “Services”). As part of the Services, Higher Images will provide consulting and implementation assistance for Visitor ID as agreed upon with Higher Images. 

Non-Exclusivity. Higher Images reserves the right to provide similar services to other clients, including your direct competitors. This Agreement does not grant you exclusivity over any features or functionalities of the Services.

1. Intellectual Property Ownership. To provide the Services, Higher Images uses and licenses proprietary software (“Software”), know-how and other items that together embody the intellectual property of Higher Images and its licensors. 
   1. Higher Images and its licensors own the Software, reports and analysis created thereunder (the “Reports”), and all associated intellectual property. Higher Images and its licensors own the intellectual property associated with all the content in the Reports, including all information, artwork, text, trademarks, trade dress and report formatting. Higher Images grants you a non-exclusive, nontransferable, royalty-free, license to access and use the Reports for your internal business purposes only.
   2. You retain ownership of data and intellectual property rights associated with such data. 
2. Grant of Limited License. Higher Images hereby grants you a non-exclusive, non-transferable license (a) to use the Software and its related documentation for your internal business purposes only, in the conducting your normal business; and (b) to copy any software data files created by the Software or for back-up or archival purposes. 

Use of the Services and Software is limited to your authorized personnel and access may not be granted to any other individual or entity without Higher Images’s advanced written permission. Use of the Services shall be limited to your internal business uses only in the ordinary course of business. Any use exceeding this limitation shall represent a material breach of these VID Additional Terms and the license provided hereunder. 

If the software license granted herein is terminated for any reason, you acknowledge that you have no rights in the Software. 

1. New Intellectual Property. In the course of performing its duties, Higher Images may use enhancements, discoveries, processes, methods, designs and know-how, whether or not copyrightable or patentable, which Higher Images conceived during the course of this and other consulting engagements. In addition, Higher Images may independently develop enhancements, processes, methods, designs or know-how during the term of this consulting engagement. The parties understand and agree that any such developed enhancements, processes, methods, designs, know-how, or other such similar matters shall not be considered works for hire and are the sole and exclusive property of Higher Images and it shall have sole ownership of all such matters, including copyrights, trademarks and patents, subject only to the license granted hereunder. 
2. Client Information Rights. You represent and warrant that you hold all rights and permissions necessary to provide data and other client information to Higher Images for the uses specified in these VID Additional Terms. You are solely responsible for the accuracy, integrity and completeness of client information. 
3. Client Information Responsibilities; PII; Privacy Obligations. You agree that you are the data controller of personal information and/or personally identifiable information (“PII”) collected or otherwise entered into its licensed accounts for the Software and/or the Services. You grant to Higher Images the right and license to make use of Data, including but not limited to PII, for the purpose of processing said information as necessary in order to provide the Services. Higher Images agrees that it shall make use of PII only for the purpose of processing the PII for the purposes of providing the Services and for otherwise complying with legal and/or regulatory requirements imposed upon Higher Images with respect to the PII or otherwise. 
4. Data Protection. You are responsible for all of your sites that are integrated or used with the Services, including without limitation: 

(a) compliance with all applicable laws that relate to data protection and individual privacy and publicity rights; and 

(b) posting an online privacy notice that: 

(i) discloses in a legally sufficient manner how Data (including PII) is collected and the purposes for which Data is collected and used by you and Higher Images; and

(ii) includes instructions on how end users can control the collection of Data by web browsers and mobile devices and how end users can opt-out from receiving interest-based advertising. 

1. Potentially Applicable Laws. Applicable laws that you must comply with may include, but are not limited to, the following:

(a) GDPR. You shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the General Data Privacy Directive of the European Union and the rules thereunder (the “GDPR”). Higher Images agrees to cooperate in a commercially reasonable manner with you with respect to instructions received in writing from you regarding your PII disclosure and/or removal obligations under the GDPR. Where your sites attract end users from European territories, you must deploy a consent and transparency mechanism (“Consent Mechanism”) on your sites to obtain end user consent to Higher Images placing cookies or similar tracking technologies on end users’ browsers and/or through e-mails. 

(b) CCPA. You shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the California Consumer Privacy Act and the rules thereunder (the “CCPA”). Higher Images agrees to cooperate in a commercially reasonable manner with you with respect to instructions received in writing from you regarding your PII disclosure and/or removal obligations under the CCPA. You must provide specific notice to California residents in your online privacy notice that includes a link to the California Residents Section of Higher Images’s Service Privacy Notice, which addresses Higher Images’s obligations under the CCPA. 

(c) Other Applicable Privacy Laws. You shall be solely responsible for complying with and monitoring changes to existing privacy laws and regulations and/or the passage of new privacy laws and/or regulation which may apply to you and your responsibilities for the handling of PII for which you may be considered an owner, controller, or processor (or other such similar position of legal responsibility as such laws or regulations may impose upon you). You acknowledges and agrees that as the owner of the website(s) through or in association with which the PII processed by Higher Images is gathered, that you are solely responsible for and shall have final say as to whether and to what extent such PII is processed by Higher Images and you shall assume full legal responsibility for all such decisions and/or directives to Higher Images and it shall indemnify and hold Higher Images harmless for all such decisions and/or directives. 

Notwithstanding your responsibility for posting an online privacy notice in compliance with the other provisions of this Section, above, Higher Images may, in its reasonable discretion, take steps to inject or otherwise display certain privacy notices, acknowledgements, and/or Consent Mechanisms on all your sites integrated or used with the Services for the purposes of informing and/or securing consent or approval from end users with respect to obligations under applicable privacy laws and/or regulations with respect to the Services and you agree to cooperate to the fullest extent practicable and/or required by law with Higher Images in complying with such privacy laws or regulations and the exercise of the rights retained by Higher Images under this Section, absent an express choice by you to exclusively make use of your own privacy policies, notices, and/or consent mechanisms. In the event that you chooses to make use of its own privacy notices, acknowledgements, and/or Consent Mechanisms to the exclusion of Higher Images’s privacy notices and/or consent mechanisms, you shall so notify in advance, in writing, and you shall, at that time, acknowledge your sole responsibility for the display of all privacy notices and/or Consent Mechanisms and your obligation to indemnify and hold Higher Images from any violations of then-applicable law arising from your election to make exclusive use of its own privacy notices, policies, and/or Consent Mechanisms.