ReachCast™ Product Terms
IMPORTANT: THESE PRODUCT TERMS PERTAINING TO REACHCAST™ (THESE "REACHCAST TERMS") ARE REFERRED TO IN THE REACHLOCAL, INC.'S ("REACHLOCAL" OR "WE") ONLINE MARKETING SERVICES TERMS AND CONDITONS, (THE "MARKETING SERVICES TERMS") AND HEREBY INCORPORATED THEREIN. PLEASE READ THESE REACHCAST TERMS CAREFULLY.
YOUR EXECUTION OF AN ORDER FORM FOR ONLINE MARKETING SERVICES WHICH INCLUDES REACHCAST CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE REACHCAST TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE REACHCAST TERMS AND THE MARKETING SERVICES TERMS AND/OR ORDER FORM, THESE REACHCAST TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE REACHCAST TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE REACHCAST TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM.
- Definitions. All defined terms not defined herein shall have the meaning ascribed to such terms in the Marketing Services Terms.
- Term. The ReachCast Services shall continue through the completion of the initial number of Cycles set forth on the Order Form (the "Initial Term"). Thereafter, the ReachCast Services will automatically renew for 6 Cycle (each a "Renewal Term"), unless you provide notice of termination 30 days prior to the expiration of the Initial Term or any Renewal Term.
- Cancellation Fee. If you wish to terminate any current Order Form for ReachCast Services immediately (without having to complete the Initial Term or any Renewal Term, whichever is applicable, you may do so, but you will have to pay a cancellation fee equal to 50% of the amounts payable for the remainder of either the Initial Term or the Renewal Term, whichever is applicable, on the Order Form that you are seeking to terminate immediately (the "Cancellation Fee"). You acknowledge that Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate ReachLocal for your termination of an Order Form. The Cancellation Fee shall be payable in accordance with the Marketing Services Terms.
- Eligibility Requirements for Use of ReachCast Services. You and anyone who accesses or uses the ReachCast Services on your behalf must be at least 18 years old and have legal authority to agree to these ReachCast Terms on your behalf or the business associated with the account. The ReachCast Services may only be used to engage in and promote legitimate and legal businesses and activities. You may not use or permit them to be used to engage in or promote any unlawful, offensive, or inappropriate business or activity.
- Additional Terms. Some of the ReachCast Services may have additional terms and conditions as same may be amended, modified and/or restated from time to time ("Additional Terms"). Where Additional Terms apply to a ReachCast Service, ReachLocal will make them available for you to read through your use of that ReachCast Service. By using those Services, you agree to be bound by the Additional Terms.
- Use of the ReachCast Services. To use the ReachCast Services, you are required to create a ReachCast account. You are responsible for your use of the ReachCast Services, and for any use of the ReachCast Services made using your account. You agree to provide true, accurate, current, and complete information about yourself and your business as required during the sign-up process ("Registration Information"). You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete at all times. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, ReachLocal may suspend or terminate your account and refuse any and all current or future use of the ReachCast Service. ReachLocal makes no representations or warranties regarding the availability or the technical performance of the ReachCast Services.
- Creation of Your Cast Page. You authorize ReachLocal to create and host a Web site using the ReachCast Services ("Your Cast Page"). ReachLocal will host Your Cast Page on a domain or subdomain provided by ReachLocal unless you purchase a custom domain service in which case we will register an available domain on a .com or .net top-level domain of your choice. If you purchase our Custom Domain services, you will be responsible for the payment of all applicable fees once you are no longer utilizing ReachCast Services. If we host Your Cast Page under a domain provided by you, you will be solely responsible for maintaining such domain name and paying all applicable registration and maintenance fees. If ReachLocal hosts Your Cast Page under a domain you provided, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with Your Cast Page.
Availability of Cast Page. ReachLocal will use commercially reasonable efforts to make Your Cast Page available to the public; however, ReachLocal reserves the right to take down Your Cast Page in ReachLocal's sole discretion, including for example:
- to maintain and upgrade ReachLocal's servers and networks;
- if ReachLocal believes that you or anyone using your account has violated these ReachCast Terms or otherwise engaged in any activity that could result in harm or legal liability to ReachLocal or to any third party; or
- if you fail to pay ReachLocal any applicable fees.
Web Presence Management Services.
You understand and acknowledge that ReachLocal reserves the right to modify the Management Services, in its reasonable discretion.
- Authorization. As a purchaser of the Web Presence Management Services (the "Management Services"), you will be authorizing ReachLocal to (a) establish or assume control of relationships on your behalf with third-party Web sites and services, such as search sites, social networks, and messaging services, such as Facebook, Twitter, and others ("Third-Party Sites") and (b) submit and manage Your Content on or through Third-Party Sites. Such actions may include, for example, registering you or your business with such Third-Party Sites using information you provide to ReachLocal (including your Registration Information), generating a proxy e-mail address that links to the e-mail address you provide to ReachLocal upon registration and dynamically generating and storing passwords for such Third-Party Sites so that ReachLocal may administer and update your presence and post and manage Your Content on such Third-Party Sites. In addition, ReachLocal will be authorized to use the functionality of such Third-Party Sites on your behalf, in any manner ReachLocal see fit, for the purposes of performing the Services that you elect to receive. For instance, if Your Cast Page is linked to Twitter, ReachLocal will be authorized to decide who your account will "follow." Similarly, if you have, for instance, a Yelp listing, ReachLocal will be authorized to access and manage that listing (so that ReachLocal may validate, and enhance the listing and monitor it) or if you do not have a Google+ Local listing, ReachLocal will be authorized create one for you. You agree to provide all such assistance and information necessary to enable ReachLocal to do the foregoing and understand that your failure to do so will impact ReachLocal's ability to fully provide such Services.
Other Acknowledgments. In connection with the foregoing, you agree as follows:
- By authorizing ReachLocal to establish relationships on your behalf with Third-Party Sites, you agree to be bound by the terms and conditions applicable to such Third-Party Sites. Any activity that you engage in on such Third-Party Sites or that ReachLocal engages in on your behalf, together with any information that you submit or that ReachLocal submits on your behalf to such Third-Party Sites will be subject to the terms and conditions, including the privacy policies, governing such Third-Party Sites. It is your responsibility to read and comply with the terms and conditions of Third-Party Sites. You will also only link to accounts that are yours. ReachLocal assumes no responsibility for complying with such terms and conditions; nor will ReachLocal be responsible or liable to you for any actions taken by such Third-Party Sites, whether or not such actions are taken by them in accordance with their applicable terms and conditions.
- Because of the interconnected nature of Third-Party Sites with other Web sites and services, Your Content posted to Third-Party Sites may be difficult to remove. For example, Your Content that is removed from a Third-Party Site may persist on other Web sites (including end-user Web pages) or may be cached in search engine indexes. Accordingly, although ReachLocal will use commercially reasonable efforts to remove Your Content from Third-Party Sites when directed by you to do so through the ReachCast Services, ReachLocal cannot guarantee that Your Content will be completely removed from the Third-Party Sites or other Web sites or services.
- Third-Party Sites. The Third-Party Sites that ReachLocal supports may change over time and ReachLocal may decide to no longer support a Third-Party Site or ReachLocal may add Third-Party Sites, both in ReachLocal's sole discretion. We may syndicate information directly from the following Third-Party Sites: Facebook, Twitter, YouTube, LinkedIn, Pinterest, and Google+. We may update listing data to directory service providers. In the event that ReachLocal determines to no longer support a Third-Party Site, ReachLocal will use commercially reasonable efforts to notify you of such determination and, with respect to such Third-Party Site, will provide you with transition assistance as described in Section 16 below.
The Management Services. The Management Services shall initially include the following:
- Search Engine Optimization Services. If purchased, Search Engine Optimization (SEO) Services will include various tactics to help improve keyword rankings for Cast pages on the major search engines. These tactics may include but are not limited to publishing content to third party web sites in an effort to generate backlinks and social engagements, updating listing information with major directories, claiming and updating social profiles on popular social media sites, and configuring your Cast page with search optimized tags, links, and meta data. ReachLocal reserves the right to modify its SEO tactics to adapt to algorithm changes with the major search engines such as Google, Yahoo, and Bing. In order to provide the Search Engine Optimization Services, you agree to permit ReachLocal to publish or cause to be published on the Web content related to your business and industry.
- Content Creation Services. If purchased, Content Creation Services will include us preparing and publishing in accordance with our Content Guidelines blog and multimedia posts, and providing a list of relevant article links, along with a summary description of articles, that could be used as a blog post or as a resource for future blog posts written by you or by us on your behalf. In connection with the Content Creation Services, we will create and disseminate marketing/promotional content for your business (the "RL Generated Content"). Provided that the RL Generated Content complies with the Content Guidelines, ReachLocal will be permitted to disseminate the RL Generated Content without your further approval.
- Reputation Management Services. If purchased, Reputation Management Services will include us setting up and on a monthly basis tuning your radar, including the addition of new websites and filters. In addition, we may promote and publish positive content and provide you with alerts of negative reviews. In order to provide the Reputation Management Services, you give ReachLocal the right to monitor the Internet for mentions of you. However, you acknowledge and agree that ReachLocal cannot and does not guarantee the accuracy or completeness of ReachLocal's monitoring services. In addition, you acknowledge and agree that ReachLocal may, for technical reasons, decide to reduce the volume of information provided to you through the monitoring services.
- ReachLocal Acceptable Use Policy. In order to foster a positive and safe community experience, your use of the ReachCast Services and ReachLocal Provided Content must comply with the ReachLocal Acceptable Use Policy. Failure to do so may result in the suspension of your account and/or ReachCast Services and, in some cases, termination.
- Ownership. As between you and us, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, that you post or share using the ReachCast Services, including any content from your existing web site (referred to as "Your Content"). You grant us and our affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit Your Content in connection with the ReachCast Services. We may use Your Content to advertise and promote ReachLocal, the ReachCast Services and list and otherwise refer to you and your business as users of the ReachCast Services. Our license to Your Content is non-exclusive, meaning you may use Your Content for your own purposes or let others use Your Content for their purposes. Our license to Your Content is fully-paid and royalty free meaning we do not owe you or any third party anything else in connection with our use of Your Content. We may exercise our rights anywhere in the world.
- (b) Representations and Warranties. You represent and warrant that (i) you own all rights to Your Content or, alternatively, that you have the unrestricted right to give us the rights described above, including the right to distribute Your Content on or through Third-Party Sites (as described herein); (ii) you have paid and will pay in full any fees or other payments that may be related to the use of Your Content; and (iii) Your Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.
We may refuse to accept or transmit Your Content. We may, but are not obligated to, remove Your Content from the ReachCast Services for any reason.
You acknowledge and agree that you are solely responsible for inserting or advising us to insert any content on Your Cast Page that you may be legally obligated to include in Your Cast Page. For instance, if you are a lawyer and your provincial bar rules require you to include certain disclaimers on Web sites for lawyers, it is your responsibility to insert such disclaimers. In addition, if you or your business is regulated by any professional, governmental or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify us and ensure compliance.
ReachLocal Provided Content. From time to time, we may make available to you content including but not limited to photographs and illustrations ("ReachLocal Provided Content"). We grant you a nonexclusive license to use, publicly display, and, to the extent necessary, edit, resize and reformat the ReachLocal Provided Content, to select, edit and use ReachLocal Provided Content in conjunction with the ReachCast Services and the following manner:
- advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);
- entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations; and
- prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes, but not for resale, license or other distribution;
- in connection with any use subject to the terms of Section 7 of these ReachCast Terms.
- We will promptly notify you if the use of any ReachLocal Provided Content infringes or could infringe our intellectual property rights or those of any third party. You agree to remove promptly and refrain from any future use any such ReachLocal Provided Content from any user that we identify as infringing or potentially infringing.
- Content Guidelines. If ReachLocal creates content for you, such content will be created consistent with the Content Guidelines. Please review such guidelines carefully. Please note that we may, from time to time, change the Content Guidelines, so you should periodically review the then current version Content Guidelines. We disclaim all liability for any content we create on your behalf. If we create content that materially departs from the Content Guidelines, we will provide you with notification before it goes live and you may accept, reject, or modify such content, in your discretion.
Copyright and Intellectual Property. We respect the intellectual property rights of others. We administer Cast pages in compliance with the Digital Millennium Copyright Act and may remove Your Content or other applicable content available on Cast pages including content that has been disseminated through the Web Presence Services for any reason, including, without limitation, upon proper notice that such content violates copyright or other intellectual property rights. We will also terminate the accounts of repeat infringers. If you, whether you are a client or not, believe your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please send our Agent for Notice a notification with all of the following information:
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
- identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Cast page;
- information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- your physical or electronic signature.
Please send all of the above information to our Agent for Notice by e-mail at email@example.com or by mail at Agent for Notice c/o ReachLocal, 21700 Oxnard Street, Suite 1600, Woodland Hills, CA, USA 91367. Please do not send notices or inquiries about anything other than alleged copyright infringement or other intellectual property claims to our Agent for Notice.
- Your Interactions with Others. We are not responsible or liable for any damage or loss related to your interactions with end-users, end-user's interactions with you or interactions between end-users that may occur on Your Cast Page or in connection with your presence on any Third-Party Site. We are not a party to any transaction between you and any third-party and ReachLocal has no obligation to monitor or enforce any such transactions. You are responsible for complying with all applicable laws, rules, and regulations. For example, you are responsible for complying with all applicable laws, rules, and regulations that may apply to your communications with end-users and other people such as the CAN-SPAM Act of 2003. You are responsible for complying with all applicable privacy laws, rules, and regulations with respect to any information you obtain from others whether directly in the operation of your business, Your Cast Page, or through the ReachCast Services. You are also responsible for complying with all laws, rules, and regulations that may be applicable to any sweepstakes, contests, or promotions that you make available or publicize through Your Cast Page or the ReachCast Services.
- Ownership; Restrictions. Other than Your Content, we own or license the content on the ReachCast Services, including all software, text, and visual and audio content (collectively, "ReachLocal's Content") and ReachLocal's trademarks, logos, and brand elements ("ReachLocal's Marks"). ReachLocal's Content and ReachLocal's Marks are protected under U.S. and international laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in ReachLocal's Content. You agree not to modify ReachLocal's Content in any manner or form, or to use modified versions of ReachLocal's Content, including, without limitation, for the purpose of obtaining unauthorized access to the ReachCast Services. You agree not to access the ReachCast Services by any means other than through the interface that is provided by ReachLocal for use in accessing the ReachCast Services.
- Changes to the ReachCast Services. We often enhance and update the ReachCast Services. We may change or discontinue the ReachCast Services at any time, for any reason, with or without notice to you. We also reserve the right, in the future, to charge for ReachCast Services that are currently offered at no charge or to adjust the charges for ReachCast Services that are currently offered for a fee.
Termination; Transition Assistance.
- Effect of Termination of Management Services. If you are no longer a purchaser of the Management Services, ReachLocal may, in our sole discretion, permit you to maintain Your Cast page. If ReachLocal so permits, in order to provide you with the full functionality of Your Cast page and to enable you to manage your connections on your own, you will continue to authorize ReachLocal to (a) control your relationships with the Third-Party Sites so that you can continue to use the Cast page to communicate with such Third-Party Sites and (b) submit and manage Your Content on or through Third-Party Sites, which you elect to disseminate. ReachLocal may terminate, at any time for any reason, your use of Your Cast page once you are no longer paying for the Management Services. All of these ReachCast Terms (other than those specifically related to the Management Services) will remain in full force and effect.
- ReachLocal's Termination Right. We reserve the right to cease providing the ReachCast Services to you at any time. We may also terminate your account and your use of the ReachCast Services (and, therefore, access to the Your Cast Page) at any time, for any reason, including, for, among other reasons, serious or numerous complaints from others. If you violate any of these ReachCast Terms, your permission to use the ReachCast Services automatically terminates and we will have the right, but not the obligation, to delete all of Your Content. Under no circumstances will we have any obligation to refund any amounts paid by you for any of the Services.
- Your Termination Rights. You may terminate your account and your use of the ReachCast Services at any time, provided, however, you will remain obligated to pay all amounts that you continue to owe on any Order Form then in effect.
- Transition Assistance. Except in the event that your account is terminated because of your violation of these ReachCast Terms, upon termination of your account and for a period of 30 days thereafter (the "Transition Period"), ReachLocal will use commercially reasonable efforts to provide certain assistance to you, including: (i) transferring ownership of any domain that we may have obtained on your behalf; (ii) working with you to enable you to have continued access to your presence on Third-Party Sites (for example, by providing you with instruction on how to transfer the accounts; provided, we will not be providing or transferring to you the proxy e-mail addresses or passwords); and (iii) providing such other assistance as we may choose to provide in ReachLocal's sole discretion. After the Transition Period, we will have no further obligation to provide assistance to you and we will have the right, but not the obligation, to delete all of Your Content on Your Cast Page. However, you acknowledge and agree that we are under no obligation to remove any content that has been disseminated to Third-Party Sites.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF REACHLOCAL (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH THE REACHCAST SERVICES (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER), OR THE CONTENT OF ANY WEB SITES OR RESOURCES LINKED TO THE REACHCAST SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE REACHCAST SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.
REACHLOCAL'S AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATING TO YOUR USE OF THE REACHCAST SERVICES WILL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID REACHLOCAL IN THE PAST TWELVE (12) MONTHS.
- Indemnification. In addition to the indemnification obligations set forth in the Marketing Services Terms, you agree to indemnify, defend, and hold harmless ReachLocal and our third party affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and expenses), arising from or relating to: (i) any information (including Your Content, the RL Generated Content, feedback, or any other content) you or anyone using your account submit, post, or transmit through the ReachCast Services; and (ii) violation of the terms and conditions of any Third-Party Site by you or anyone using your account.