Effective Measure

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Thanks for taking the time to register your website(s) for inclusion into Effective Measure.

Your first 45 days access and data collection are absolutely free and will enable us to accurately determine your traffic levels and pricing for ongoing inclusion in the service. The free trial commences from the date you include the Effective Measure tag onto your website(s), with further detail about the free trial included in the Terms and Conditions on Step 3.

Full instructions for setup and implementation of the Effective Measure Tag are provided on Step 4 of this process.

Once you have placed the code onto your website(s), an Effective Measure customer service representative will be in contact to co-ordinate your access, support and ongoing participation in the service.

All fields listed below are required in order to setup your access to Effective Measure correctly.

If you would prefer to speak with us directly about setting up your account, please email register@effectivemeasure.com
Your Company Details
Company Name:*
Your Name:*
City:*
Country:*
Phone:*	(International Format - e.g. +971501234567)
Fax:	(International Format - e.g. +971501234567)
Email:*
Please complete ALL required fields in order to proceed to the next step.
Your Website(s)

Site Name:*
Domain:*
Category:*
	Does this publication / website have multiple sections to be classified under multiple Effective Measure categories.
Terms and Conditions

	The following are the terms and conditions for use of the Effective Measure service described herein (the "Service") between Effective Measure Pty Ltd. and you the Customer (either an individual or a legal entity that you represent as an authorized employee or agent) ("Customer"). Please read them carefully. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("AGREEMENT"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.

	*** Master Services Agreement ***

	1.	Overview
	Effective Measure and Customer enter into this Agreement as of the Effective Date.

	2.	Definitions
	"Agreement"	means this Master Services Agreement and each Schedule.

	"Code"		means the Effective Measure customer-side HTML code and JavaScript that Effective Measure gives to Customer.

	"Confidential Information" 	means (a) the Reported Information, (b) any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days of disclosure, reduced to writing and marked 						"confidential" and (c) information which is not marked as "confidential" which should, under the circumstances, be understood to be confidential by a person exercising reasonable business judgment.  However, Confidential Information does not 				include any information that is or becomes known to the general public, that is already in the receiving party�s possession prior to disclosure, or that the receiving party independently develops without the use of Confidential Information.

	"Customer" 		means the customer details entered via the website inclusion registration form located at www.effectivemeasure.com.

	"Downtime" 		means any time when the data collection or reporting functions of the Effective Measure Services are inoperable, but Downtime does not include any inoperable time (1) caused by Customer exceeding any volume limits in the Agreement; (2) caused by 				outages to any public Internet backbones, networks, or servers; (3) caused by any failures of Customer�s equipment, systems, or local access services; (4) for scheduled maintenance; or (5) relating to events beyond Effective Measure�s control such as 			strikes, riots, insurrection, fires, floods, explosions, war, governmental action, earthquakes, natural disasters, or interruptions in Internet services to an area where Effective Measure or Customer�s servers are located or co-located.

	"Effective Date" 	means the date that the customer website was registered online at the website registration form located at www.effectivemeasure.com.

	"Page Impressions" 	means all browser Page Impressions, browser reloads and similar web site traffic events that Effective Measure collects and reports on for Customer.

	"Pages"			means Customer�s web pages and certain other objects available to web browsers over the Internet such as Macromedia Flash files and HTML-format email.

	"Reported Information"	means information about access to Pages contained in reports that Effective Measure provides or makes available to Customer.

	"Service"		means all services ordered by Customer and provided by Effective Measure under this Agreement.

	"Schedule"		means a pricing schedule agreed to by Effective Measure and the Customer.

	"Technology"		means any proprietary technology, including internet design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects, and documentation (both printed 			and electronic), know-how, trade secrets, and any related intellectual property rights throughout the world and any derivatives, improvements, enhancements, or extensions of such technology conceived, reduced to practice, or developed during the term 			of this Agreement by the owner of such technology.

	"Effective Measure" 	means Effective Measure Pty Ltd.

	"Master Survey� 	means the Effective Measure Demographic Survey launched across the region.

	3.	Services
	Effective Measure will provide the Services to Customer. Maximum numbers of Page Impressions may be specified in a Schedule.  Customer will pay at the rates indicated in the Schedule for Page Impressions in excess of any specified maximum.  If any Services, such as technical consulting, are performed on Customer�s premises, Customer will supply Effective Measure personnel with any necessary office space, desks, storage, furniture, and other normal office equipment and support, including adequate computer resources, telephone service, postage, photocopying, word processing, and general office supplies.  Customer will use its reasonable best efforts to notify Effective Measure in advance of any extraordinarily high volumes in Page Impressions that Customer can reasonably anticipate.

	4.	Services Uptime Levels
	Data collection Downtime will not exceed 2% (98% minimum uptime) and reporting function Downtime will not exceed 4% (96% minimum uptime) of the time in any calendar month.  If Effective Measure breaches this undertaking in any calendar month, at Customer�s request made within 15 days of the end of a month during which a breach occurs, Effective Measure will give Customer an extra month of Services at no extra charge.  If Effective Measure breaches this undertaking in any two or more calendar months during each successive 12-month period (commencing with the start date set forth in the Schedule) of the Agreement, then Customer may, at its sole discretion, either (a) terminate this Agreement by giving notice of termination within 15 days of the end of a month during which a breach occurs or (b) demand and receive an extra month of Services at no extra charge.

	5.	Payments
	Customer will pay the fees in the amounts and at the times stated in the Schedule.  Usage fees are earned ratably over the term of the relevant Schedule.  Any payment not received when due will accrue interest at a rate of one percent (1%) per month or the highest rate allowed by applicable law, whichever is lower.  Customer will pay to Effective Measure all expenses incurred by Effective Measure in exercising its rights to payments under this Agreement, including, but not limited to, reasonable attorneys� fees and the fees of any collection agency retained by Effective Measure.  Customer will pay all taxes and similar fees imposed on the delivery of Services, except for taxes on Effective Measure�s net income.

	6.	Intellectual Property Ownership
	Neither this Agreement nor its performance transfers from Effective Measure to Customer any Effective Measure Technology, and all right, title, and interest in and to Effective Measure Technology will remain solely with Effective Measure.  Neither this Agreement nor its performance transfers from Customer to Effective Measure any Customer Technology, and all right, title, and interest in and to Customer Technology will remain solely with Customer.  For the term of this Agreement, Effective Measure grants Customer a limited license to copy the Code only for insertion in Pages for use in connection with the Services.  Effective Measure does not grant any other rights to the Code. Customer will not directly or indirectly or through any agents copy, modify, disassemble, de-compile, or reverse engineer the Services.

	7.	Information Ownership
	Effective Measure owns the recorded Information and may copy, archive, backup, publish, distribute, and use the recorded Information for any legal purposes. 

	8.	Confidentiality
	Neither party will disclose the other party�s Confidential Information except as needed to perform its obligations under this Agreement or if required by law, regulation, or court order.  Each party will limit access to the Confidential Information of the other party only to employees or subcontractors who need to have access.  If a disclosure of Confidential Information is required by law, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.  Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information.  Customer is responsible for safeguarding the confidentiality of the passwords and user names issued to Customer by Effective Measure and for any use of Customer�s account resulting from any third-party using a password or user name issued to Customer.  Customer will promptly notify Effective Measure of any unauthorized use of Customer�s account or any other breach of security known to Customer.

	9.	Privacy
	Effective Measure and Customer will comply with all applicable privacy laws related to Effective Measure�s collection of data from Customer�s site.  Effective Measure�s privacy center will enable Internet users to opt out of receiving Effective Measure cookies.  Customer may notify visitors to its Pages that it is using the Services and, if it chooses, provide a link to Effective Measure�s privacy policy.

	10.	Term and Termination
	10.1.	Term.  The term of this Agreement begins on the Effective Date and continues as specified in the Schedule of this agreement.
	10.2.	Trial Term. The trial term of this agreement is 45 calendar days from the date of customer registration online at www.effectivemeasure.com. The customer may cancel the agreement at any time during the trial term by providing written notice to info@effectivemeasure.com no later than 3 business days prior to the expiration of the 45 day trial term.
	10.3.	Service Terms.  Each Schedule will provide for a service term.  At the end of the service term of any Schedule that provides for EFFECTIVE MEASURE Service accounts: (a) the term will automatically renew for successive one-year periods; (b) during each renewal term, Effective Measure will continue to provide the EFFECTIVE MEASURE Service accounts in the relevant Schedule with the same volume limitations; and (c) Customer will pay the same fees as provided for in the relevant Schedule, unless either party gives notice to the other party of its intention not to renew at least 7 days before the end of a service term.  
	10.4.	Termination for Breach.  Either party may terminate this Agreement immediately if the other party breaches the confidentiality or privacy obligations of sections 8 or 9 and fails to rectify this breach within 15 days of becoming aware of the breach.  Either party may also terminate this Agreement on 30 days prior notice for any material breach by the other party of this Agreement, if the material breach is not cured within the 30-day notice period.  If Customer is late in paying fees that are due, Effective Measure may, without terminating this Agreement, deny access to Reported Information until Customer makes the overdue payments.
	10.5.	Effect of Termination.  Upon termination of this Agreement, Effective Measure will stop providing Services, and Customer will remove all copies of Code from its Pages.  Upon termination by Customer for Effective Measure�s breach, Effective Measure will refund any unearned portion of prepaid usage fees.  If Effective Measure terminates this Agreement for Customer�s breach, Customer will pay any (a) outstanding balance for Services rendered through the date of termination and (b) other unpaid payment obligations during the remainder of the original stated term (or any renewal term) in the Schedule, which will be immediately due and payable in full.  The provisions of sections 5, 6, 7, 8, 12, 14, 15, and 16 will survive termination of this Agreement.

	11.	Warranties and Indemnities
	Effective Measure warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.  Effective Measure will indemnify and hold harmless Customer for any claims or actions by a third party arising from any claim that the Services infringe any intellectual property or other proprietary right of any third party.  Customer will indemnify and hold harmless Effective Measure for any claim by a third party arising from Customer�s failure to provide notice of Effective Measure�s collection of personally identifiable information.
	Each party will indemnify and hold harmless the other and its employees and agents from and against any claims, demands, loss, damage, or expense relating to bodily injury or death of any person or damage to real property or tangible personal property to the extent proximately caused by (a) the gross negligence or willful acts or omissions of the indemnifying party, its employees, or agents or (b) the failure of the indemnifying party to comply with any applicable laws, provided that the indemnifying party is notified promptly in writing of the action and has sole control of the defense and all negotiations for its settlement or compromise.  At the indemnifying party�s request, the indemnified party will provide the indemnifying party with information and assistance (at the indemnifying party�s expense) for the defense of such a suit or proceeding including any settlement, and the indemnifying party will pay all damages and costs finally awarded in such a suit or proceeding against the indemnified party.  The indemnified party may be represented by and actively participate through its own counsel in any such action or proceeding if it so desires, and such costs of such representation will be paid by the indemnified party.

	12.	Disclaimers and Limitation of Liability
	EXCEPT FOR THE EXPRESS INDEMNIFICATION OBLIGATIONS OF THIS AGREEMENT, NEITHER PARTY�S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT OR ITS PERFORMANCE, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, WILL EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO EFFECTIVE MEASURE UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.  EXCEPT AS MAY BE EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, CUSTOMER USES EFFECTIVE MEASURE�S SERVICES AND THE CODE AT ITS OWN RISK, AND EFFECTIVE MEASURE�S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
	EFFECTIVE MEASURE DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES (A) OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (B) RELATING TO OR AFFECTED BY WEB SITE VISITORS� BROWSER SECURITY SETTINGS.  NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF DATA, LOSS OF BUSINESS PROFITS, DEPRECIATION OF STOCK PRICE, BUSINESS INTERRUPTION, OR OTHER SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.  THIS LIMITATION WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  EFFECTIVE MEASURE�S OBLIGATIONS AND WARRANTIES ARE ONLY FOR CUSTOMER�S BENEFIT AND NOT FOR ANY CUSTOMER OF CUSTOMER AND ARE CONDITIONED ON CUSTOMER�S USE OF THE MOST RECENT CODE OFFERED BY EFFECTIVE MEASURE TO CUSTOMER.

	13.	Notices
	To be effective, all notices under this Agreement from one party to the other must be in writing, by certified mail, courier or fax and to the addresses set forth on the applicable Schedule or to such other address as a party designates in writing.  Customer must send notices to the attention of its designated account manager with a copy to the office of the CEO.  Notice will be deemed given (i) one day after sending from within the United States of America if by nationally known private courier or three days after sending by well known international private courier, (ii) upon confirmation of successful fax transmission or (iii) upon verification of receipt if by first class certified or registered mail, return receipt requested.

	14.	Publicity
	Customer and Effective Measure each may refer generally to the existence of this Agreement and use the other�s name in press releases, on web sites, and other promotional material, but will not reveal financial terms or other confidential information in this Agreement.

	15.   Law and Venue
	This Agreement will be construed and enforced in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws principles.  Exclusive venue for any dispute will be Melbourne, Australia.

	16.   Miscellaneous
	If any term or provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be construed to effectuate to the greatest possible extent the parties� expressed intent, and the remainder of this Agreement will not be affected and will remain valid and enforceable.  The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.  Each party is an independent contractor and will not have any authority to bind or commit the other.  Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.   

	*** Schedule ***

	Customer Name:		Provided by Customer Online	Payment Terms:	Net 30
	Primary Contact:	Provided by Customer Online	Invoice Cycle:	Monthly in Advance
	Primary Contact Phone:	Provided by Customer Online	Trial Term:	45 days
	Primary Contact Email:	Provided by Customer Online	Service Term	12 months

	Summary of Services
	�	Effective Measure Audience Measurement and Demographic industry benchmarking solution.
	�	5 individual website questions across each customer website, which the customer can change at any time during the service term of this agreement. These questions will included be in the Master Survey as launched throughout the Region by Effective Measure.
	Fees for the Service
	�	US $0 for the trial term.
	�	If the Customer continues beyond the 45-day trial term, a registration fee of US $1,000 will be invoiced which is inclusive of up to 12 million Page Impressions per annum, to be used across any website(s) belonging to the Customer.
	�	If the Customer exceeds 12 million Page Impressions, the Customer agrees that additional Page Impressions will need to be purchased to cover the 12-month service term. Effective Measure and the Customer agree to sign an Addendum to this agreement, mutually agreeing 	upon this additional fee for service.
		Invoicing
	�	Effective Measure will invoice the Customer in advance for the Fees for the Service, a total of 12 monthly invoices during the service term of this agreement. The first invoice will be raised 15 days after the completion of the 45-day trial term.
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