ReachEdge Product Terms
ReachLocal Australia Pty Limited
Marketing Services Terms & Conditions
Important: These are the Product Terms (these “ReachEdge Terms”) pertaining to ReachLocal Australia Pty Limited’s (“ReachLocal” or “We”) marketing system, ReachEdge. These product terms are referred to in the ReachLocal online marketing services terms and conditions (the “Marketing Services Terms”) and are incorporated therein.
Please read this carefully. Your execution or approval of an Order Form for Marketing 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 Marketing Services Terms and/or an Order Form, these ReachEdge Terms shall prevail.
We reserve the right to make changes to these ReachEdge Terms at any time. We shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted online at our website www.reachlocal.com.au, unless such changes are material in which case such changes shall not take effect until the next time you sign an Order Form which includes ReachEdge. Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.
1. Features. ReachEdge is an automated lead management software solution 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
- sends reminders to you about leads that might require attention • sends emails to leads on your behalf, based on your settings
- allowing you leads to opt-out of receiving the emails referred to above
- provides campaign reports
ReachEdge is also a marketing analytics software solution that allows you to measure the efficacy of your marketing initiatives by:
- tracking visits, form and email submissions to your website
- replacing phone numbers on your website with Tracking Phone Numbers (to track phone calls) based on 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)
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 (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 localisation (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 in these 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 copyright laws and international treaty provisions. You may not remove copyright notices from the ReachEdge software. You agree to prevent any unauthorised 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 your account is in good standing, 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 management 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 (or tablet) 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 and for any reason.
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. 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 customised templates that we may prepare for you.
(a) Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:
i. Cycle Payment refers to the per-cycle 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, including fees for additional tracking numbers required by you.
(b) Timing of Payment. Prior to your initial set-up consultation and the supply of the ReachEdge code, 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 if timely payment is not made.
(c) Manner of Payment. ReachEdge Cycle Payments may only be paid by direct debit and credit card.
6. Term/Termination. Your ReachEdge subscription will begin following ReachLocal’s acceptance of your Order Form and payment of your first Cycle Payment, and shall continue until cancelled in accordance with the Marketing Service Terms.
7. Privacy Matters.
(b) 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 (such as the Privacy Act 1988, the Health Records and Information Privacy Act 2002, the Legal Profession Act 2004 and other similar laws).
(c) Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information, 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.
(a) Ownership & Licence. ReachLocal claims no ownership interest in the Content that you or your customers store within ReachEdge (“Customer Data”). Title to, and all intellectual property rights in, the Customer Data, remain your property. However your access to the Customer Data is contingent on full payment of all ReachEdge Fees when due. When you (or your customers) upload, submit, store, send or receive Customer Data to or through ReachEdge, you grant ReachLocal a worldwide license to use, host, store, reproduce, modify and create derivative works of the Customer Data for the limited purpose of operating, promoting, and improving our services, and to develop new ones. This license continues even if you stop using ReachEdge. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the data that ReachLocal derives from your use of ReachEdge and your use of Customer Data, including marketing analytics and other data. ReachEdge permits you to download the Customer Data. On termination ReachLocal is under no obligation to retain or provide you with further access to the Customer Data.
(b) Other. ReachLocal may, but has no obligation to, monitor the Customer Data on your website or stored in ReachEdge. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect ReachLocal or its customers, or operate the Marketing Services properly. ReachLocal, in its sole discretion, may refuse to post, remove, or require you to remove, any Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. If ReachLocal requests that you remove any Customer Data and you fail to do so promptly, ReachLocal may 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 authorising 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, text message or notification through the ReachEdge Mobile App. 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. Disclaimers. You acknowledge and agree that:
- Not all messages or marketing 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 unauthorised email, messages or social campaigns from entering, utilising 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 Marketing Services Terms.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, REACHLOCAL (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU OR YOUR RECIPIENTS OR END USERS BY OR ON BEHALF OF REACHLOCAL (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH THE REACHEDGE SERVICE; (II) IS NOT RESPONSIBLE FOR ANY ERRORS, DEFECTS OR DOWNTIME TO YOUR WEBSITE IN CIRCUMSTANCES WHERE WE HAVE PLACED THE REACHEDGE CODE ON YOUR WEBSITE OR YOU HAVE ACTED IN ACCORDANCE WITH OUR INSTRUCTIONS OR RECOMMENDATIONS REGARDING THE PLACEMENT OF THE REACHEDGE CODE ON YOUR WEBSITE; AND (III) IS NOT RESPONSIBLE FOR ANY ERRORS, DEFECTS OR DOWNTIME CAUSED BY YOUR USE OF REACHEDGE.