Effective Date: April 27, 2021
Are you marketing your products and services via the Thomas Network at Thomasnet.com –industry’s largest and most active buyer/supplier network? Or are you using Thomas Product Data Solutions to maximize the selling power of your detailed product information? Maybe you are leveraging the power of the web to generate sales leads from your own website via Thomas Marketing Services. Regardless of the services you are purchasing from Thomas, this is the place where you can find detailed descriptions of the services Thomas provides and how we will work together, along with information on other aspects of our business relationship.
THIS IS A LEGAL DOCUMENT AND THESE TERMS ARE IMPORTANT, SO PLEASE REVIEW THEM CAREFULLY.
By using Thomas’ services, you are agreeing to these Terms of Service, which are incorporated by reference on the Thomas Order Form. We periodically update these Terms of Service. You should review this page from time to time, as it will show the most up-to-date Terms of Service and the effective date.
Legal terms can sometimes be difficult to navigate. Here is a summary of the parts of our Agreement to help guide you through these terms.
This is where we detail what the key defined terms in the Agreement mean.
Thomas’ customers subscribe to use our marketing services and software and there are some fundamental terms that apply to each subscription. There are differences between the different types of subscriptions, and Section 2 is where you can find that detail, as well as some important things to know before you use the services.
We highlighted these terms because we want to be sure you know and understand these key contact terms.
As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected many of the remaining legal terms that make up our Terms of Service. Are you ready? Here we go…
SECTION 1 – DEFINITIONS
“Agreement” means the Order Form in effect between Thomas and Customer and these Terms.
“Customer” “You” or “Your” means the person or entity using or receiving the Thomasnet Services.
“Customer Materials” means all text, images, data, printed materials, digital files, information, audio files, video files provided by Customer to Thomas, including Customer’s own intellectual property or third-party intellectual property provided to Thomas by Customer, by any means or in any format, to be used by Thomas for the purpose of providing services contemplated by this Agreement.
"Consulting Services" means the professional services provided to you by us, which may include marketing services, data creation services, systems integration services, data maintenance services or other consulting services as defined in the applicable custom quote or Statement of Work and referenced in the Order Form.
"Order" or "Order Form" means the Thomas-approved form or online subscription process by which you agree to subscribe to Thomasnet.com programs or purchase Consulting Services. The Order Form may also be referred to as a "Statement of Work" if you are purchasing only Consulting Services.
“Prepared Data” means the Customer Materials as modified via the Thomas Services and included in the Thomasnet Services.
"Thomasnet Services" means the Consulting Services and/or the Subscription Services as further described in Section 2, below.
"Subscription Fee" means the amount you pay for the Thomasnet Services.
"Subscription Services" means the services offered for a fixed price pursuant to an Order Form.
"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
"Thomas", "we", "us" or “our” means Thomas Industrial Network Inc., the contracting entity as specified on the Order Form.
Other terms not defined in this section, such as definitions regarding particular services will have the meanings found in sections of the Agreement below.
SECTION 2 – SERVICE SUBSCRIPTIONS & SCOPE OF SERVICES
2.1 THOMASNET SERVICES
Verified Company Profile: A Customer who purchases a Verified Company Profile will receive a Thomas Verified supplier tier badge, a detailed company profile written by the Thomas Supplier Analyst Team, and a templated 300x250 medium rectangle general brand image ad which will appear alongside Customer's company profile. Additionally, a Verified supplier has the capability to replace your profile's general brand image at any Paid Category (i.e., where there are Program Points) with a category specific image ad. The number of custom images Customer can provide is determined by the number of categories to which at least one Program Point is allocated.
Registered Company Profile: Includes a Thomas registered supplier tier badge indicating that Customer's business information has been validated by Thomas’ supplier analyst team, and that Customer has been activated to receive inquiries sent via the Request for Quote tools on the platform.
Program Points: Program Points influence the presentation order and prominence of Customer's company information within Thomasnet.com Supplier Discovery. Customer allocates points to categories and geographical regions that Customer wishes to target, which will affect the Customer's positioning in relevant search results. Point allocation can be changed monthly, therefore, Thomas does not guarantee the exact positioning of Customer's Thomasnet.com listings.
Products & Services Showcase: Customers who purchase a Products & Services Showcase subscription receive links within category listings to detailed information about your products and/or capabilities based upon the Customer Materials you submit. Customers may submit up to 200 pages of Adobe PDF files detailing Customers products or services to be cataloged and indexed by Thomas. Alternatively, Customers can have Thomas interview Customer’s product or services expert and Thomas will create and link to up to 10 capability/services pages of content based upon this interview. If Customer chooses to submit Customer Materials including Adobe PDF files, Customer Materials must be submitted with the Order Form. Customer agrees that products or services not submitted with Customer Materials or identified via an interview will not be included in the Product & Services Showcase subscription. Thomas reserves the right to reject material, in whole or in part, considered to be unsuitable for inclusion in the subscription.
Category Ad Targeting: Customer’s 300x250 medium rectangle general brand ad rotates on all competing non-advertiser company profiles and new product press releases in Thomas Insights in any category where the Customer has Program Points. If the customer also buys category specific ads, the category specific ad will publish instead. The customer will also get a general 160x600 ad that publishes on the search results pages with non-advertiser listings in any category where the customer has Program Points.
Program Ad Targeting: Customer’s 300x250 medium rectangle rotates on all competing non-advertiser company profiles in any heading that the Customer has in their profile and new product press releases in Thomas Insights at https://www.thomasnet.com/insights/ . If the Customer buys this and category specific ads, the category specific ad shows in that category. Skyscraper ads (160x600) publish on supplier discovery results pages where there are no advertisers and search interim pages related to any heading in the Customer profile. Thomas will create the general ad, or the customer can supply creative based upon Thomas’s specifications.
Regional Replication to State/Province Markets: Every regional allocation of Program Points includes one State/Province as a coverage area. Additional Program Points can be allocated to replicate to additional coverage areas at a rate of two (2) Program Points per State/Province.
1) Website Tracking
2) Call Tracking
3) Call Recording
4) Dynamic Number Insertion
Website Tracking: If Customer elects to implement WebTrax Website Tracking, Customer’s website will be tracked by Thomas on behalf of Customer. The information collected may include, among other information, total website sessions, average visit duration, average number of web pages viewed, site referrers, search terms, visitor domains, pages viewed, entry and exit pages. Website Tracking includes the capability to capture website form submissions, including a configurable set of form field values for reporting purposes only. If Customer’s product catalog is hosted by Thomas, product pages, search pages, CAD files and other catalog related activity may be tracked by Thomas and reported. Thomas or third parties, including Customer’s or Thomas’s affiliates, contractors or agents or the service providers of any of the foregoing (collectively, “Agents”) may monitor, store, review and use the Website Tracking activity data and any other data or information collected by WebTrax Services (collectively, “Data”).
Call Tracking: If Customer directs Thomas to implement WebTrax Call Tracking using a call tracking phone number, Thomas will replace all telephone (but not fax) numbers of Customer displayed at www.ThomasnetThomasnet.com (including all Listings, Company Profile, Contact Us forms and display ad(s), if applicable, with a unique toll-free number assigned by Thomas (“Call Tracking Number”). Calls made to the Call Tracking Number will be forwarded directly to Customer’s telephone number listed on the Thomas Order Form. Thomas is responsible for the functionality of the Call Tracking Number but is not responsible for the functionality of Customer’s telephone number.
Calls to Customer using the Call Tracking Number may be tracked by Thomas on behalf of Customer. The information collected by Call Tracking may include, among other information, information collected by Caller ID, where available, such as a phone number, name and/or location of the caller, and the date, time and duration of the call (also defined as “Data”).
Call Recording: If Customer directs Thomas to implement WebTrax Call Recording, calls to Customer using the Call Tracking Number may be recorded by Thomas on behalf of Customer. Prior to the recording of the call, parties to the call will hear a pre-recorded message substantially as follows; "This call may be monitored and recorded." Customer will advise its employees and any other person that may be recorded by Call Recording that calls originating from Thomas’s Website may be recorded, monitored, stored and/or reviewed by Customer, Thomas or Agents. The recorded call is also included in the definition of “Data.”
Thomas may use Data in connection with the provision of services to Customer or for statistical purposes, when used in aggregate, for Thomas’s sales and marketing efforts. Thomas may combine Data from this service with information from our other services, and with the information we receive from Agents. Thomas reserves the right to use Data for other legal purposes even if not specifically described herein. Customer hereby agrees to reference such monitoring, storage, review, access and use in its corporate policies as appropriate, including those governing its website. Thomas and Customer will use the Data and reports in compliance with applicable laws and regulations. Customer and Thomas are each responsible for its use of the Data. Notwithstanding anything herein, Thomas may remove all or any Data at any time from its servers, databases and files.
Customer agrees that Thomas and its Agents may access Customer’s website for the purpose of tag maintenance including fixing broken tags, updating the tracking tags or adding tracking tags to all website pages, or any other tag maintenance required to ensure the proper tracking of Customer’s website.
Customer’s WebTrax participation will begin upon receipt of an executed Order Form indicating that WebTrax Services has been selected by Customer and end upon the earlier of (i) ten days’ written notice of withdrawal from Customer or (ii) notice of termination of WebTrax by Thomas. Upon termination or suspension of WebTrax Services or Customer’s participation therein, the WebTrax functionality and access to reporting and Data shall cease.
2.2 THOMASNET.COM ADVERTISING
Premium Vertical Sponsorship: Customer’s 300x600 wide skyscraper ad will rotate on the Supplier Discovery results pages under the categories mapped to the sponsored vertical and where advertiser listings also appear. Thomas will create these ads, or the customer can supply creative based upon Thomas’s specifications. The 320x50 mobile ad appears at the bottom of the category pages on mobile devices.
Category Audience Retargeting: Customer’s ads appear to Thomasnet.com users on other websites after they have performed searches on the platform, even if they have not viewed any of the customer’s content. This includes guaranteed impressions on other websites with your co-branded ads linking back to your Priority Company Profile.
Contextual Ad: Customer’s 300x250 medium rectangle ad will rotate on News Story pages. A 160x600 skyscraper ad will rotate on all Guides and Articles pages that correspond to the categories specified by the customer and on search results pages for those categories with non-advertiser listings. These ads will run until the number of purchased impressions is reached. Thomas will create the ads, or the customer can supply creatives based upon Thomas’s specifications.
Complementing Ad: Customer’s 160x600 skyscraper display ad will rotate on the search results pages based upon categories that are complementary to the products or services they offer. The ads cannot promote competing categories. This ad will run until the number of purchased impressions is reached. Thomas will create the ad, or the customer can supply the creative based upon Thomas’s specifications.
Run of Site Ad: Customer’s 300x250 medium rectangle and 160x600 skyscraper rotate on pages with available inventory across the Thomasnet.com website, until the number of purchased impressions is reached. Thomas will create each of the necessary ads, or the customer can supply the creative based upon Thomas’s specifications.
Customer Approval of Ads: Thomas will contact customer for approval but if approval is not received within one week of notice date, Thomas will post ads to Thomasnet.com without Customer approval.
Thomasnet.com – Newsletter Advertising
Thomas Industry Update Newsletter – Company Announcement: Thomas will create a company announcement about a new product or service launch, upcoming webinar, tradeshow or industry event, new acquisition or merger, factory or site expansion, significant new hire, or other business news. Thomas will custom write, in news brief style, a 150–300-word article about Customers’ latest business news. Once approved by Customer, the article will be sent one-time to a Customer selected subset (one specific job function selection) of the Thomas Industry Update newsletter email subscriber list. The article will include a link to Customer’s preferred URL (their company overview on Thomasnet.com or a link on their own website) and be posted to the Thomas Insights section of Thomasnet.com indefinitely. Thomas agrees to prepare the Company Announcement article for Customer approval within 90 days of receipt of Customer Materials.
Thomas Industry Update Newsletter – Promoted Content: Thomas will include an original piece of content created by Customer and approved by Thomas to a Customer selected subset of the Thomas Industry Update newsletter subscriber email list based upon the job function of the subscriber. The identical Customer Promoted Content campaign will be included 3 times within the Thomas Industry Update newsletter and will link to the full article hosted on the Customer’s website, blog or a Customer designated landing page.
Thomas Industry Update Newsletter – Spotlight Article: The Thomas Insights Team will create an original article about the Customer’s business. The article will include a link to Customer’s website or company overview on www.Thomasnet.com. Once approved by Customer, the article will be sent one-time to the entire Thomas Industry Update Newsletter subscriber list.
Thomas Industry Update – Thomas Index Sponsorship: Customer can place their logo on the Thomas Index video distributed each Monday to the entire Thomas Industry Update newsletter audience. The sponsorship will also include a voiceover reference to the Customer’s business at the beginning of the video. Thomas will post the branded video to the Thomas Insights section on www.Thomasnet.com , where the logo and the sponsorship will be available indefinitely. Additional exposure is delivered via the Thomas YouTube account.
For Customers who want to include videos within their Thomas company overview or on Customer’s “Supplier Discovery” search result listings, Thomas offers five video advertising options.
Product Spotlight Video – OEM: Focused on Customer’s product or product line, this 1–2-minute video uses text, images and video clips from Customer’s website, or live-action footage from a Thomas supplied on-site videographer to profile the Customer’s selected product.
Project Spotlight Video – Custom Manufacturing: Focused on a Customer’s custom manufactured project or service, this 1–2-minute video uses text, Customer-supplied video clips and images to detail the project from start to finish.
Factory Tour Video: Focused on detailing Customer’s manufacturing capabilities, this 2–3-minute, live action and captioned video uses footage from a Thomas supplied on-site videographer to feature the Customer’s facility.
Company Overview Video: Portrays Customer’s products, services, and key differentiators. This 2–3-minute video uses text, images, and video clips from Customer’s website to create a company overview video.
Customer Supplied Video: Thomas will accept Customer supplied videos that meet the following technical specifications:
- Resolution of at least 1280x720 (720p), 1920x1080 (1080p) recommended
- 16:9 aspect ratio
- MP4 (Mpeg) or MOV file
- Video Size Limit - 1.5GB
Customers who have made their initial purchase of a Video Advertising Program may, upon request, have Thomas produce the video at no additional cost. Customers who request the no-cost production process agree and understand that no-cost production process can take several weeks to complete which can result in delayed exposure of Customer video on Thomasnet.com during the Subscription Term. Customers who purchase Thomas produced videos shall select one of the four video options listed above.
Thomas will engage with Customer to confirm the desired video option, manage the video production process including approval of script and captions, and to schedule an on-site video shoot, if applicable. Customer agrees to respond in a timely manner to video production inquiries by Thomas’s staff. Failure of the Customer to respond will delay the completion and publication of Customer video.
For Company Overview Videos, Customer agrees to review and approve the Thomas created video script within 3 weeks of Customer receipt. If video script has not been reviewed and approved by Customer within 3 weeks of receipt, Customer agrees and understands that Thomas will proceed with video production based upon the script sent to Customer for review and approval.
Customer further agrees that all Thomas-produced videos shall be published on Thomasnet.com once completed, then shared with the Customer for any final revisions. Customer is allowed up to 3 rounds of edits/revisions. Thomas will provide Customer with an MP4 file of their video once edits/revisions are complete. Customer requests for additional edits/revisions or replacement of Thomas-create video shall incur additional fees.
World Industrial Reporter Newsletter: Customer’s native ad or 728x90 leaderboard ad will be distributed to the World Industrial Reporter global audience of 175,000 subscribers. Thomas will create the necessary ads, or the customer can supply creatives based upon Thomas’ specifications.
Special Terms – Program Changes, Editorial Discretion & Customer Material Requirements
Program Changes: Thomasnet Services can be modified by Thomas or Thomas’ sales agents to optimize Customer results at any time during the service period without Customer approval with the intent to improve and maximize overall performance. In particular, Thomasnet Services may be modified by Thomas, sales representatives, or at the direction of the Customer by reallocating Program Points, Regional and National Points or Category Specific Ads from one heading to another or between Program and Regional/National Points. Customers may purchase additional Program Points or add Category Specific Ads at existing program locations or at new locations for a fee. Customers cannot reduce the total invoiced subscription amount during the Subscription Term.
Editorial Discretion: The selection of categories under which Customer listings appear is subject to Thomas’ editorial discretion. The text appearing at each Customer listing is subject to review by Thomas editorial staff and is limited to descriptive text or the listing may be edited to meet Thomas guidelines.
Customer Material Requirements: All Customer Materials must comply with Thomas specifications, which can be found here.
2.3 THOMAS WEBSITE & MARKETING SERVICES
Thomas Website Services
Website Migration: Thomas will migrate up to 20 website pages of existing content (no new content) and host the website on Thomas’ WordPress platform. Migrated website pages more than 20 pages, or newly created website pages that include new content will incur additional fees per page.
Website Optimization: Thomas will utilize a templated website design to build up to 15 website pages of existing content (no new content) and host the website on Thomas’ WordPress platform. Migrated website pages more than 15 pages, or newly created website pages that include new content will incur additional fees per page.
Website Redesign: Thomas will custom design and build a new website which will include up to 15 pages of existing content (no new content) and host the website on Thomas’ WordPress platform. Migrated website pages more than 15 pages, or newly created website pages that include new content will incur additional fees per page.
Website Design: Thomas builds websites with responsive designs, launched with SSL certifications, and endeavors to develop them to the latest design and SEO standards on the WordPress platform at the time they are built. Websites are tested for both desktop and mobile functionality in the following browsers:
- Google Chrome
- Internet Explorer 11 (on Windows 7 and 10 only)
- Android (Chrome and WebView)
- iOS (Safari and Chrome)
Website Hosting: Thomas hosting provides enterprise-level support with automated software updates. Customer’s website will be backed up daily and thirty (30) days of website history will be stored. Included are WordPress updates for website security and speed and Smart Plugin Manager for plugin updates.
Website Page Count: Thomas will create up to the number of HTML pages listed on Customer's Order Form. Customer acknowledges that the actual number of pages delivered may be less than the number stated on Customer’s Order Form.
Design Revisions: For the Website Redesign product, Customer is allowed up to 3 rounds of edits/revisions during the website Design stage. For the Migration and Optimization products, Customer is allowed 1 round of edits/revisions during the website’s Development stage. Thomas reserves the right to refuse additional revisions if it is determined that revisions have exceeded project scope.
Webpage Revisions: Customer can opt to purchase a Website Maintenance package to revise existing pages in its Thomas hosted website at any point after the website has been launched. Thomas will supply a quote for Customer approval.
Thomas Marketing Services
Lead Generation: The Lead Generation program promotes a Customer’s eBook or white paper to prospects that fit Customer’s target audience. Target audience is selected and agreed-upon by Thomas and Customer from filters that identify lead demographics, such as job area and job title, as well as company firmographics, such as industry and company size. eBook is promoted on Thomasnet.com and/or third-party vendor websites. For an additional charge, Customers can choose to have Thomas create an eBook for this program. Thomas will produce the number of leads specified on the Order Form under Lead Generation. Customer acknowledges that Thomas is only guaranteeing the number of leads produced and not actual sales from those leads.
Search Engine Optimization/SEO: Thomas will work with Customer to obtain an understanding of their business to enable Thomas to create and manage SEO program(s) on behalf of Customer. SEO is the process of improving visibility of a website or a web page in search engines via the “natural” or un-paid (organic or algorithmic) search results. Thomas will develop content on Customer’s website that is intended to improve Customer’s search engine rankings, as well as content on third-party websites such as Thomasnet.com to drive traffic to Customer’s website. Upon gaining access to Customer’s website, Thomas will also perform development work adhering to SEO best practices.
Pay-Per-Click/SEM: Thomas’ PPC/SEM service attracts targeted website visitors via paid advertisements on Google. Thomas optimizes Customer ads and campaigns through ad copy creation, keyword targeting, and bidding strategies to maximize the ROI of each paid ad. Thomas’ PPC/SEM services include the following:
- Budget Planning – Thomas will help determine an effective budget for Customer’s SEM efforts.
- Keyword Development – Thomas performs keyword research and develops a keyword list based on search engine data, Customer’s website, and keywords of Customer’s competitors as determined by Thomas in consultation with Customer.
- Competitive Research – Thomas will conduct competitive research to identify competitive industry keywords and determine priorities.
- Landing Page Creation – Thomas will create landing pages to help convert search engine visitors into prospects and customers. Increasing visitor conversion is one of many main goals of a successful paid marketing strategy.
- Ad Copy – Thomas will develop and monitor search engine ad copy to maximize click-through rate Customer’s landing pages.
- Analyze and Optimize PPC Campaigns – Thomas will track each PPC campaign to determine what is performing well and what is underperforming and manage and adjust campaigns to optimize the number of converted sales leads.
Thomas Marketing Services Retainer Fee, Authority for Services, PPC Programs
Retainer Fee: Customer agrees to retain Thomas to manage an online marketing campaign to generate website activity and traffic for Customer’s website. At the onset of a campaign, Customer and Thomas will jointly establish and agree on metrics for each campaign. The monthly retainer fee is the annual subscription amount divided by 12. The retainer fee includes campaign strategy, planning, testing and day-to-day management of marketing campaigns by Thomas.
Authority for Services: Customer acknowledges and grants Thomas and its agents’ full authority to create and modify each campaign to deliver the desired campaign results.
PPC Programs: If Customer contracts for PPC Program(s), Customer must create an account and arrange for direct payment to the PPC provider (e.g., Google Ads or LinkedIn) during the Subscription Term. Customer warrants that they have read and agreed to and will comply with all terms and conditions of PPC provider.
Additional Terms for Thomas Website & Marketing Services
Search Engine Marketing (SEM)/Search Engine Optimization (SEO): Customer recognizes and agrees that Thomas cannot guarantee positioning for any phrase, increased exposure or traffic, inclusion in a search engine or directory. Thomas assumes no responsibility for any decrease in search engine rankings. Thomas has made no representations as to any amount business that may be derived from these efforts. Customer acknowledges that Thomas has no control over the policies of search engines or directories with respect to the type of sites, timing and/or content they may accept or index now or in the future Customer must disclose if they are working with a third party or individually on any changes or SEM related services such as, but not limited to, link building, content development, website code modifications.
Email Marketing: Customer understands and acknowledges that its use of Thomas’ email marketing service must adhere to the USA federal anti-spam law (CAN-SPAM Act 2003, 15 U.S.C. 7701, et seq.). Specifically, Customer‘s email list may only contain recipients who have signed up or otherwise asked to receive emails, using a form that clearly indicates that by submitting his or her email address he or she will receive emails from Customer or who has a clear relationship with Customer as (a) a member of your organization, (b) a subscriber to your organization’s services, or (c) a customer who has purchased a good or service from you within the past eighteen months. Customer agrees that none of the email addresses supplied to Thomas shall have been obtained through harvesting, scraping, “spidering”, or any other method involving an automated script. Customer also agrees not to use any email addresses that have been rented, appended, or purchased from a list broker or other third party, or which were initially obtained more than eighteen months ago and have not received any correspondence from Customer (or Customer’s customer) since that time. Thomas will use the opt-out link and process provided as part of the Thomas’ Email Marketing services which allows any email recipient to unsubscribe from future Customer emails. Should Customer receive notification from any person that he or she desires not to receive email from Customer, Customer agrees to promptly unsubscribe such recipient within 10 business days from the date of such opt-out request or prior to the next mailing scheduled to reach such recipient, whichever comes first. Thomas shall have the right, exercisable in its sole discretion, to refuse to distribute any email content, address, or related information provided by Customer that contains information that Thomas reasonably believes to be defamatory, infringing, or otherwise unlawful.
Cancellation of On-Site Visits: Certain Thomas Marketing Services require on-site visits by Thomas staff to provide the Services ordered by Customer. Thomas and
Customer will agree to an on-site visit date and time. Thomas will provide Customer with written confirmation of the agreed upon on-site visit schedule. Thomas is
responsible for all travel expenses related to on-site visits, however, should Customer cancel an on-site visit for any reason after the on-site visit has been scheduled and
confirmed, Customer agrees that the on-site visit shall be forfeited by Customer and the on-site service deliverable shall be considered completed by Thomas.
Program Timelines and Completion: Estimated timeframes for marketing service deliverables and programs are based on similar customer engagements. Timelines are subject to change due to Customer approval delays or changes in project scope.
If a program’s timeline impacts another program; i.e., if website is not finished before SEO program starts, Thomas will work with Customer to ensure billing period is updated so that the new billing period reflects that program’s production timeline. Thomas will always request approval from Customer before making any changes that effect billing.
If Order Form is not renewed or extended, Thomas is no longer responsible for any deliverables that remain incomplete 30 days after the Subscription Term end date. Thomas will notify Customer of any remaining deliverables at least 90 days before the Subscription Term end date.
2.4 THOMAS PRODUCT DATA SOLUTIONS
Thomas Navigator Platform: Is a Software as a Service (SaaS) product catalog platform. Thomas Navigator gives Customers the ability to create user-friendly, streamlined product catalogs that offer engineers and buyers instant access to the file formats and functionalities they need. Catalog users can compare the parts & components they need. A Thomas Navigator Platform license includes hosting of a product catalog with integration into Customer’s website, access to self-updating product management tools and an activity reporting dashboard. Additional software modules include:
- RFI & RFQ and eCommerce Capability
- Registration Integration
- Product Configurators
- Submittals/Sales Drawings
- Language Translation
- Syndication of Product Data
Thomas Navigator offers three product data packages; Select, Advanced and Premium. Each package includes a monthly license fee, catalog set up and production for Customer products including data clean-up and classification services as well as a variety of advanced catalog functionality, data syndication and content distribution services.
Thomas Connect: Thomas Connect is an effective SaaS catalog solution that allows Customers to create and maintain detailed product information including CAD/BIM files, publish it online, and syndicate it to Customers sales partners. Thomas will convert product data from Customer’s print catalogs, spec sheets, spreadsheets, etc. into accurate content that meets the syndication partners specifications. Control your data and syndicate the specific product information required by each sales channel. Make changes to product data and have it automatically updated, in real-time, across all your sales channels. Thomas Connect offers syndication packages for manufacturers or distributors that are priced based on the number of syndication partners and product SKU’s included in the catalog.
Thomas Navigator and Thomas Connect catalog solution licenses start upon contract signature and end 12 months later.
Implementation: Thomas will commence design, creation, and implementation of the Thomas Navigator or Thomas Connect catalog or other services as specified in the Order Form and in any applicable Statement(s) of Work as soon as reasonably practicable upon receipt of the appropriate source material from Customer. If Customer fails to provide any source material in a timely manner, Thomas reserves the right to cancel the portion of the order related to such failure. Upon completion of the creation process the catalog will be submitted for Customer approval, which approval will not be unreasonably withheld. If content creation services are included, Customers are allowed up to 3 rounds of edits/revisions during the creation stage. Thomas reserves the right to refuse additional revisions if it is determined that revisions have exceeded project scope. Customer can opt to purchase an additional contract or maintenance agreement for out-of-scope revisions. Customer understands and agrees that no adjustment will be made by Thomas to Navigator of Connect catalogs or other programs that are not published due to the Customer’s failure to provide source materials, timely approval or integration of completed programs.
Navigator Catalog Specific Implementation Requirements: Thomas will issue a data requirements document after consultation with Customer. Any source material subsequently added by Customer will be excluded from this Order Form. Thomas will encode Customer’s products in an indexed, searchable format (the “Indexed Catalog”). Thomas will host and make the Indexed Catalog available to Customer for linking on Customer’s website. During the Subscription Term, Thomas will permit links to the Indexed Catalog from Customer’s website shown on the Order Form or other sites designated by Customer to Thomas in writing. The Indexed Catalog will be presented using Thomas’ Web Catalog Publishing application. Thomas reserves the right to remove links and the Indexed Catalog from the Customer’s website if it determines that Customer’s website utilizes unethical SEO practices, which could negatively affect Thomas’ own websites.
Customer Data Approval: Customer is responsible for the review of the product classifications, attribute values, tables and spreadsheets and any other data within the Customer Materials. Customer acknowledges and agrees that the Customer Materials must be accurate and will be used to generate BIM/CAD models using the Thomas Technology. Customer, at its sole cost and expense, agrees to be responsible for reviewing the Customer Materials and all data contained therein once it has been normalized, formatted and imported into the Thomas Technology and to confirm the accuracy thereof in advance of Thomas generating BIM/CAD models based thereon. For the avoidance of doubt, Customer acknowledges and agrees that neither Thomas nor its affiliates is responsible for the accuracy of any BIM/CAD models, nor any errors or defects in products manufactured from such models based on approved Customer Materials and data. In the event of an error in the BIM/CAD model published with Customer’s approved data, Customer’s sole remedy will be for Thomas to correct, at no charge, any error introduced into the model by Thomas.
ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE CURRENT THOMAS PRODUCT DATA SOLUTIONS SHALL BE SUBJECT TO THESE TERMS OF SERVICE UNLESS EXPRESSLY MADE SUBJECT TO A SEPARATE AGREEMENT.
Thomas’ Schema, Categorizations and Indexed Catalog: To facilitate the creation of an Indexed Catalog of Customer’s products and services, Customer Materials may be incorporated into Thomas’ Schema using Thomas’ categorizations. Customer acknowledges and agrees that the Thomas’ Schema and the Thomas’ categorizations are proprietary and are the intellectual property of Thomas. Customer will include Thomas’ "Property of Thomas Publishing Company LLC" notices on any copy of Thomas’ Schema made available by Customer to any third party. Customer may not use the Thomas’ Schema for any purpose other than the preparation of the Indexed Catalog of Customer’s products and services to be used for implementation of the Thomas Navigator or Thomas Connect catalog as part of Thomas Product Data Solutions.
2.5 THOMAS TRACEPARTS NETWORK
Thomas TraceParts Network: A lead generation service that combines access to the Thomasnet.com audience with the TraceParts syndication service to distribute CAD models to 40+ engineering marketplaces and CAD destination websites. Contact information from website visitors who view and download Customer CAD models across the network of websites are aggregated and reported to Customers for marketing and sales follow-up. Customer receives access to leads generated via a password protected web-based dashboard.
The Thomas TraceParts Network is an annual subscription product. The Subscription Term is indicated on the Order Form.
Thomas TraceParts Network Requirements: Customers must provide Thomas with CAD files in STEP format and formatted text files with attributes i.e., part numbers, descriptions and dimensions and Thomas will organize and format Customer files and create a Thomas Product Showcase to be displayed at Thomasnet.com and syndicate Customers CAD files to the Thomas TraceParts Network. Integration of CAD viewer on Customer’s website is optional and include a separate monthly license fee.
Cancellation Thomas TraceParts Network: If payment is delayed or not received, Thomas reserves the right to cancel Customer’s participation in the Traceparts Network.
Section 3 – BILLING & PAYMENT TERMS
Billing and Payment Terms: Customers can choose to make one-time payments or pay monthly. If you choose to make a one-time payment, Thomas will send a single invoice for the total amount due. The invoice is due and payable in full by the Service start date noted on the invoice.
If you choose to make monthly payments, Thomas will send an invoice monthly for the total contracted amount divided by the Subscription Term in equal amounts. Each monthly invoice is due and payable within 30 days of the invoice date.
All Services indicated on the Order Form will be invoiced before the Service start date.
Thomas encourages Customers to pay electronically for mutual efficiency, to minimize paper use and to avoid manual payment handling. Electronic payments can be made via ACH or by credit card at Thomas’ payment portal. Payments by check should be sent to the remittance address indicated on the invoice.
Billing and Payment Terms Exception: If the one-time or monthly invoice total is less than $200, Customers are required pay electronically and in full by the Service start date.
Customer is responsible for keeping Customer’s credit card information up to date if automated credit card payments are authorized. Thomas reserves the right to suspend Customers’ account and Thomas services if for any reason Thomas is not able to process payment through the credit card Customer provided.
All invoices are payable in United States dollars. If payments are not received by Thomas within 60 days of the invoice date, Thomas may (1) charge interest on any such unpaid amounts at a rate of 1.5% per month or the maximum amount permitted under applicable law, from the date such payment was due until the date paid; or (2) at Thomas' discretion, suspend performance of all services until payment has been made in full. If outside agencies are used to collect any overdue balances, collection fees of 25% and legal expenses will be charged and added to the balance due.
Taxes: Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
Order Acceptance: Order Forms are not effective until acceptance by Thomas. If Order Form requires Customer Materials, Thomas reserves the right to cancel if Customer Materials are not provided by Customer within 60 days of Customers’ signed Order Form.
Cancellation: Except as otherwise provided elsewhere herein, the Order Form and the related service fees are non-cancellable and non-refundable (i.e., the Services contracted for cannot be decreased during the Subscription Term) and are based on the Scope of Services specified on the Order Form.
Termination: In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within 60 days of the filing thereof, the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and will be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code.
In addition to any remedies that may be provided under this Agreement, Thomas may terminate this Order Form at any time effective immediately upon written notice to Customer in the event that (a) Customer fails to pay any overdue fees, charges, or expenses within 15 days after Customer’s receipt of written notice from Thomas thereof, or (b) Thomas determines that Customer has materially breached any covenant, representation, or warranty of this Agreement and such breach remains uncured 30 days after Customers’ receipt of written notice from Thomas thereof.
Section 4 – GENERAL TERMS
CONTENT RIGHTS AND LICENSES
License: During the term of this Agreement, Customer authorizes and grants to Thomas all rights, permissions and licenses in or relating to all Customer Materials that are necessary or useful to perform the services under this Agreement or to enforce Thomas’ rights under this Agreement, including the right and license to make the Customer Materials available to subscribers and subcontractors or other third parties to provide the services under this Agreement. Thomas reserves the right to display Customer Materials on other websites including Thomasnet.com as deemed suitable for the content thereof.
Upon written request, Customer will provide Thomas with reasonable documentation of Customer’s right to use any intellectual property to be included in any Thomasnet Services or any Website linked thereto or used by Thomas to provide the services contemplated herein.
Proprietary Rights: Except as expressly granted in this Agreement, neither party shall have any rights of any kind in the other party’s intellectual property, proprietary technology, trade secrets, inventions, Customer accounts, vendor accounts, websites, products, services, and/other business information. Thomas acknowledges that the Customer Materials provided by Customer belong exclusively to Customer. Customer acknowledges that all copyrighted works, patents, trade secrets and other intellectual property provided by Thomas and embodied in the Thomasnet Services (regardless of media), including the Thomas’ Schema and Thomas’ categorizations, belong exclusively to Thomas. Customer shall not copy, de-compile, reverse engineer or sublicense any of the Thomasnet Services without the prior written consent of Thomas.
The Thomas Privacy Statement is incorporated herein by reference.
REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that:
(a) the Customer Materials and all information, data, and other materials therein furnished to Thomas by or on behalf of Customer by Customer or its agents or affiliates, and are accurate and adequate for Thomas to provide the services selected on the Order Form assumes all liability therefor;
(b) the Customer Materials, including but not limited to graphic materials and/or third party owned components contained therein, do not libel or defame any person nor violate and law or administrative regulation or infringe any patent, copyright, or trademark, or violate any trade secret, proprietary or contractual right, or any other right of any person or entity;
(c) the domain name used by Customer and the way it is used does not violate the rights of any third party: and,
(d) the use of any third-party trademark or copyrighted material included in the Customer Materials is duly authorized under a license from the trademark or copyright owner, or no such license is required
Thomas shall have the right, but not the duty, to review and monitor all content submitted by Customer and, in its sole discretion and after consultation with the Customer, to remove any Customer Materials that Thomas or a third party alleges to be in violation of law or of Customer’s representations and warranties.
Thomas represents and warrants that:
Thomas’s contributions to the Thomas Services provided hereunder do not infringe or breach any patent, copyright, or trademark, or violate any trade secret, proprietary or contractual right, or any other claim right of any person or entity.
Each Party represents and warrants to the other Party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
(b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
(d) when signed by Customer and accepted by Thomas, this Agreement will constitute the legal, valid and binding obligation, enforceable against each Party in accordance with its terms.
INDEMNIFICATION AND LIMITATIONS ON LIABILITY
Customer Indemnification: Customer shall defend, indemnify, and hold harmless Thomas and each of Thomas’s affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each of the foregoing a "Thomas Indemnitee") from any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees (collectively “Losses”) arising out of any third-party claim that (i) if true, would constitute a breach of any representation or warranty of Customer hereunder, (ii) relates to any Customer Materials or to any action taken by Customer in connection with the use of Thomasnet Services, or (iii) any unlawful or improper interception of use (by a third party or the Customer or its agents) of any data provided or maintained in connection with Customer’s use of Thomasnet Services, except to the extent any such Losses arise from the willful misconduct or gross negligence of the Thomas Indemnitee.
Thomas Indemnification: Thomas shall defend, indemnify, and hold harmless Customer and each of Customer’s affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each of the foregoing a "Customer Indemnitee") from any Losses arising out of any third-party claim that if true, would constitute a breach of any representation or warranty of Thomas hereunder, except to the extent any such Losses arise from the willful misconduct or gross negligence of the Customer Indemnitee.
Notice of Claim: Any person or entity seeking indemnification hereunder shall promptly provide the indemnifying Party with written notice of any claim for which indemnification is sought. An indemnitee may, at his, her, or its own expense assist in the defense of a claim, provided that the indemnifying Party shall control such defense. A Party shall not settle or compromise any claim against an indemnitee without the indemnitee’s prior written consent, not to be unreasonably withheld or delayed.
Limitation of Liability: Thomas shall not be liable for any errors or omissions with respect to postings, listings and links (including the failure to publish same), and they shall not be considered as a basis for reduction of the fees payable under this contract. Once Customer’s program has been published, any errors caused by Thomas will be corrected at no charge subject to the timing and limitations of third -party sites’ correction and take down procedures. Such correction shall be Customer’s sole remedy for any errors or omissions by Thomas arising out of or in connection with services provided for on the Order Form. Notwithstanding anything to the contrary contained herein, except for Thomas’s indemnification obligation above for third-party claims, Thomas’s aggregate liability to the Customer arising out of or related to this Agreement, whether based upon breach of contract, tort (including negligence) or otherwise, shall not exceed the total of the amounts paid and payable by Customer to Thomas pursuant to this Agreement. IN NO EVENT SHALL THOMAS TO BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THOMAS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IS NEGLIGENT, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
Except for such damages, losses, costs, or expenses arising out of the willful misconduct or gross negligence of Thomas, Thomas shall not be liable for any damages, losses, costs or expenses arising out of (i) unauthorized access to or alteration of Customer data, (ii) any material or data sent or received or not sent or received, or any transaction entered through e-commerce, (iii) any threatening, defamatory, obscene, offensive or illegal content or negative/damaging conduct of any other party, (iv) the availability, use reliance on, inability to utilize or improper use of Thomas’s Programs, or (v) any errors or omissions related to Thomas’s registration of (at Customer’s request) -- or failure to register – any domain name acquired on behalf of Customer. Customer acknowledges that Thomas is under no obligation to maintain the registration of any domain name acquired on behalf of Customer beyond the contracted hosting period.
Waiver: No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Thomas. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof.
Force Majeure: Neither party is liable or responsible to the other party, nor may be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the affected party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic (whether or not related to work stoppage or unavailability of either party’s employees), lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Assignment: Either Thomas or Customer may assign its rights hereunder to any affiliate or to any successor to all or substantially all of its business by way of merger, stock purchase, asset sale or similar transaction, provided the successor agrees to be bound hereby.
Relationship of the Parties: The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement is to be interpreted as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and is to be construed in accordance with the law of the State of New York in the United States of America.
Jurisdiction: Each Party irrevocably agrees to submit to the exclusive jurisdiction of the federal and state courts located in the County of New York, State of New York, with regard to any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Notices: All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or by certified or registered mail.
Survival: Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or cancellation of this Agreement including, but not limited to, the following provisions: Indemnification, Limitations on Liability, Governing Law, Jurisdiction and Survival.