Online Activity Tracker

ONLINE ACTIVITY TRACKER

Parties and Contact Information

Recitals

WHEREAS, Client desires to retain Service Provider to monitor, record, and report certain online activity relating to Client's digital properties and online campaigns for purposes of business analytics and performance measurement; and

WHEREAS, Service Provider has represented that it possesses the technical capability and personnel to perform timely, accurate tracking and reporting of specified online activities in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties intend that all tracked activity, reports and related data shall be recorded and delivered under the terms herein effective as of (the Effective Date).

Scope of Work

Service Provider shall collect, log and report the online activities specified below and any additional categories expressly agreed in writing. Tracking shall include, without limitation, page requests, session durations, click events, conversion events, referral sources, and error conditions identified while accessing Client properties. Service Provider shall maintain a contemporaneous record of each activity entry in the Activity Log section of this Agreement and shall deliver aggregated reports as set out in the Payment Terms.

Activity Log

The Service Provider shall capture individual activity entries in the log below. Each entry shall identify the date and time, the platform or URL, a concise description of the activity, measurable metrics where applicable, and any corrective actions. Entries will be compiled into periodic reports and retained in accordance with the Data Retention clause.

Additional entries may be appended on the same form or attached as a contemporaneous continuation sheet that the Service Provider signs and dates. Records must include any technical error codes, user-agent strings when lawful to collect, and steps taken to remediate observed issues.

Payment Terms

Client shall pay Service Provider compensation as follows: Total Fee: $. Services will be billed on the following schedule: .

Invoices are due within days of receipt. Overdue amounts shall accrue interest at per month or the maximum lawful rate, and Client shall reimburse Service Provider for reasonable collection and legal costs incurred to recover overdue amounts.

Payment disputes must be notified in writing within days of invoice receipt; undisputed portions must be paid by the due date.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice of such breach.

Upon termination, Service Provider shall deliver to Client all Activity Logs, raw data extracts and final reports within days, subject to full payment for services performed through the termination date.

Confidentiality and Data Handling

"Confidential Information" includes all non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Service Provider shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to employees or subcontractors on a need-to-know basis bound by comparable confidentiality obligations, and (iii) use Confidential Information only for the performance of this Agreement.

Exceptions: Confidential Information shall not include information that is or becomes publicly known through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed. Service Provider may disclose Confidential Information to the extent required by law, provided it gives prompt notice to Client and cooperates in any lawful protective measures.

Data Ownership and Retention: All raw activity data and compiled reports generated under this Agreement shall be the exclusive property of Client. Service Provider is granted a limited, revocable license to store and process such data solely to perform its obligations. Service Provider shall retain activity data for years unless otherwise instructed in writing, and shall securely delete or return data upon request consistent with applicable law.

Compliance, Security and Liability

Service Provider represents that it will implement and maintain commercially reasonable administrative, technical and physical safeguards to protect tracked data from unauthorized access, disclosure, alteration or destruction. Each party shall comply with all applicable laws governing data collection, processing and privacy. Service Provider shall notify Client without undue delay following any unauthorized access materially affecting Client data.

Limitation of Liability: Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total Fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the courts located in that state unless the parties agree otherwise in writing.

Entire Agreement: This Agreement, including the Activity Log entries and any attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that this Agreement is binding and enforceable, and that performance under this Agreement will not violate any agreement or obligation to a third party.

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