ReachEdge Product Terms
ReachLocal UK, Ltd, Company Nr 6479111
Last Modified: February 23, 2015
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “REACHEDGE TERMS”) PERTAINING TO REACHLOCAL UK, Ltd’s (“REACHLOCAL” OR “WE”) MARKETING SYSTEM, REACHEDGE. THESE PRODUCT TERMS ARE REFERRED TO IN THE ADVERTISING SERVICES TERMS AND CONDITIONS (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN.
PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR ADVERTISING SERVICES WHICH INCLUDES REACHEDGE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE REACHEDGE TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE REACHEDGE TERMS AND THE ADVERTISING TERMS AND/OR ORDER FORM, THESE REACHEDGE TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AND/ OR THE SERVICE AT ANY TIME. IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS
Terms not defined herein shall have the meaning set forth in the Advertising Terms.
1. Features. ReachEdge is an automated lead conversion system consisting of a software and a mobile app that provides the following lead management functionality:
- provides you with lead notifications via, at your option, email, SMS, or mobile alerts through the ReachLocal Mobile App;
- sends auto-response emails in response to initial emails from leads based on templates that we or you have created based on your settings,
- sends reminders to you about leads that might require attention
- sends emails to leads on your behalf, based on your settings
- provides campaign reports
ReachEdge will also allow you to measure the efficacy of your marketing initiatives by means of Tracking Services as also described in the Tracking Terms:
- tracking visits, web events, and form and email submissions to your website
- replacing phone numbers on your website with Tracking Phone Numbers (to track phone calls) based on organic referrer source (e.g. organic Google search, etc.) or ReachLocal campaign information which enables the provision of call recording services and related call tracking information in accordance with the Tracking Services
- matching visitors to your website to views of ReachDisplay ads (when possible)
- allowing your website visitors to opt-out of the tracking described above (through the opt out in the Marketing Practices Notice).
2. ReachEdge Licenses.
(a) Software License. Subject to the terms and conditions of the Agreement, ReachLocal hereby grants you a revocable, non-exclusive, non-transferable limited license (without the right to sublicense) to use ReachEdge software with a proprietary tracking code ( “Tracking Code” ) in accordance with these terms and such other documentation that ReachLocal may from time to time promulgate. Except as otherwise specifically permitted in these terms, you may not: (i) modify or create any derivative works of any of the ReachEdge software or any of the related documentation, including translation or localization (code written to published APIs (application programming interfaces) for the ReachEdge software shall not be deemed derivative works); (ii) copy the ReachEdge software except as provided herein or in the Tracking Terms or elsewhere by ReachLocal; (iii) separate the ReachEdge software, which is licensed as a single product, into its component parts; (iv) sublicense or permit simultaneous use of the ReachEdge software by more than one user; (v) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the ReachEdge software (except to the extent applicable laws specifically prohibit such restriction); (vi) redistribute, encumber, sell, rent, lease, sublicense, use the ReachEdge software in a timesharing or service bureau arrangement, or otherwise transfer any rights to the ReachEdge software; (vii) publish or share with a third party any results of benchmark tests run on the ReachEdge software without ReachLocal’s prior written consent; or (viii) use the ReachEdge software on any website that is not part of a ReachLocal campaign. Title to the ReachEdge software and all copies thereof remain property of ReachLocal and/or its suppliers. The ReachEdge software is copyrighted and is protected by United States and European copyright laws and international treaty provisions. You may not remove copyright notices from the ReachEdge software. You agree to prevent any unauthorized copying of the ReachEdge software. Except as expressly provided herein, ReachLocal does not grant any express or implied right to you under ReachLocal patents, copyrights, trademarks, or trade secret information.
(b) ReachEdge Platform Access. Upon execution of an Order Form and for so long as an Order Form is in effect that includes ReachEdge and you have paid all fees in accordance with section 5, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access the ReachEdge Platform. The ReachEdge Platform allows you to manage ReachEdge’s lead conversion software and access online reporting. In addition, if you’re purchasing ReachSite, the ReachEdge Platform also includes a content management system that allows you to upload content and make limited adjustments and revisions to your website. Without limiting any other disclaimers contained in the Agreement, ReachLocal will in no way be responsible for any errors, defects or downtime caused by your use of the ReachEdge Platform. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the ReachEdge Platform to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact ReachLocal. ReachLocal is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the ReachEdge Platform, software, data, applications, methods of doing business or any elements thereof, or any content provided therein (including any templates provided). You may only access the ReachEdge Platform via a Web browser, a mobile application or in a manner otherwise approved by ReachLocal. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the ReachEdge Platform. ReachLocal may terminate the foregoing license, at any time in the event of your breach of the terms stated herein.
3. ReachLocal Acceptable Use Policy. In order to foster a positive and safe community experience, your use of ReachEdge must comply with the ReachLocal Acceptable Use Policy. Failure to do so may result in the suspension of your account and/or ReachEdge and, in some cases, termination.
4. Use of ReachEdge Templates. You understand and acknowledge that the ReachEdge email templates are provided as a convenience to you and that you must ensure that such templates are consistent with your business objectives and laws, rules or regulations that may govern your particular industry and for which you are responsible for ensuring compliance with. In addition, you shall obtain no ownership interest to the templates and may not copy any of the templates or use them for any purpose other than through your use of ReachEdge. This restriction also applies to customized templates that we may prepare for you. For the avoidance of doubt ReachEdge does not include any email hosting services (email account).
(a) Description of Fees. You agree to pay the following for your ReachEdge subscription, in the amounts set forth on the Order Form:
i. Cycle Payment refers to the per-cycle subscription fee for ReachEdge. Each “Cycle” of ReachEdge consists of 30 days, unlike our Media Products whose Cycles may vary. Your initial Cycle will begin upon ReachLocal’s acceptance of your Order Form and prior to your installation of ReachEdge.
ii. Other Fees refers to any other fees for additional services that you request.
(b) Timing of Payment. Prior to your initial set-up consultation, you will pay the Cycle Payment for the initial Cycle, and any Other Fees, if applicable. You shall also remit the Cycle Payment in advance of the beginning of each subsequent Cycle. You understand and acknowledge that all amounts owed must be paid in advance of each Cycle and that, in addition to being in breach of your contractual obligations, ReachEdge may become inaccessible (including your ReachSite) if timely payment is not made.
(c) Manner of Payment. ReachEdge Cycle Payments may only be paid by credit card or direct debit.
6. Term/Termination. Your ReachEdge subscription will begin upon ReachLocal’s acceptance of your Order Form and payment of your first Cycle Payment, and shall continue until cancelled in accordance with the Advertising Terms.
7. Privacy Matters.
(a) Your Obligations: You must ensure that all use of personal information collected through ReachEdge is conducted in accordance with applicable data privacy laws. If ReachLocal reasonably believes that you are not using such personal information in accordance with such laws, ReachLocal reserves the right to immediately suspend the provision of the Advertising Services by written notice to Client, and if Client fails to provide reasonable assurances that it will use such personal information in a compliant manner within seven (7) days of such notice, terminate the Agreement for material breach
- you will not trade, rent or sell users’ personal information;
- you will not share users’ personal information with third-parties for marketing and promotional purposes;
- you will allow users to opt-out of receiving marketing and promotional communications from you by email, phone and/or automated unsubscribe technology;
- upon request, you will provide users information regarding what data you have about them, change/correct data about them, and/or delete data about them;
- you will not knowingly collect or use any personal information from children under the age of 13; and
- you will take reasonable physical, electronic and procedural safeguards to protect users’ personal information.
(d) Access to Information. You understand and acknowledge that ReachLocal may, for purposes of quality assurance and campaign assessment, access the information that you store in, and messages that you send through, ReachEdge. It is your obligation to advise ReachLocal if you want such access to be limited and to determine whether your use of ReachEdge is in compliance with any privacy practices to which your business may be subject ( which may affect ReachLocal’s ability to provide certain elements of the Advertising Services).
(e) Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information relating to you or your employees, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law. For the avoidance of doubt we will only disclose information relating to your customers where required to do so by law.
8. Your Data.
(a) Data. ReachLocal claims no ownership interest in the data that you store within ReachEdge (such as the contact information of your customers, the content of the emails that you receive, etc.) (your “Customer Data”) and may only use the Customer Data as provided in these ReachEdge Terms. ReachEdge permits you to download the Customer Data. Notwithstanding the foregoing, upon termination, as set forth below, ReachLocal is under no obligation to retain or provide you with further access to the Customer Data.
(b) Other. In view of providing the Advertising Services, ReachLocal may, but has no obligation to, monitor the Customer Data on your website or stored in ReachEdge. Subject to the terms, stated herein, we may disclose any information necessary or appropriate to satisfy our legal obligations, protect ReachLocal or its customers, or operate the Advertising Services properly. ReachLocal, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. ReachLocal may, in its discretion, also require you to place all or any portion of the Client Content behind password protection. If ReachLocal has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If ReachLocal requests that you place any Client Content behind password protection and you fail to do so promptly, ReachLocal may place such Client Content behind password protection itself, or immediately terminate this Agreement.
9. Third-Party Sites. Depending on the services you purchase and your individual circumstances, you may give ReachLocal access, including by providing login and password information, to certain third-party accounts and services such as Google+, directories, and Google Analytics, to allow ReachLocal to use and or modify those sites on your behalf. When you give ReachLocal access to a third-party site, or request that ReachLocal establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give ReachLocal such access, login information and passwords. In addition, you are authorizing ReachLocal to use the functionality of such third-party site on your behalf, in any manner ReachLocal sees fit. ReachLocal will take actions such as registering you with such third-party site, and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other websites) or may be cached in search engine indexes.
10. Communications. In purchasing ReachEdge, you agree to receive communications from time to time from ReachLocal via email or text message in relation to the Advertising Services. You may stop receiving these alerts by modifying your notification settings from within your account in the ReachEdge Platform. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings.
11. Comments and Feedback. Any questions, comments, suggestions, ideas, feedback, or other information provided by you to ReachLocal are not confidential and you hereby grant ReachLocal a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
12. Indemnification. In addition to the indemnification obligations set forth in the Advertising Terms, you agree to indemnify, defend, and hold harmless ReachLocal and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, fines, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to ReachLocal’s use of any Client Content;, provided that its use is in accordance with the terms of this Agreement and has been approved by you.
13. Disclaimers. You acknowledge and agree that:
- Not all messages or campaigns sent via ReachEdge will be received by or will be capable of being viewed by their intended recipients.
- To the extent permitted by applicable law, ReachLocal may make and preserve copies of any and all messages as necessary to provide ReachEdge and for internal back-up and other legal or regulatory purposes.
- You understand that delivery of messages via ReachEdge may involve transmissions over various networks, and that the messages (including images and text contained therein) could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You further understand and agree that messages exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.
- You agree that ReachLocal may establish general practices and limits concerning use of ReachEdge, including without limitation the maximum number of messages or social campaigns that may be distributed by you and/or the maximum size of any messages or campaigns that may transmitted via ReachEdge.
- ReachLocal reserves the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or social campaigns from entering, utilizing or remaining within our network. Nothing in this policy is intended to grant any right to transmit or send messages or social campaigns to, or through, our network except as may be otherwise stated in the Advertising Terms.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE AVERTISING TERMS, REACHLOCAL (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO CLIENT BY OR ON BEHALF OF REACHLOCAL (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH THE REACHEDGE SERVICE; OR (II) IS RESPONSIBLE FOR ANY ERRORS, DEFECTS OR DOWNTIME CAUSED BY YOUR USE OF REACHEDGE (INCLUDING ANY CONTENT SUBMITTED BY AN END – USER).