ReachSite Terms and Conditions
ReachLocal Australia Pty Limited
Last Modified: 1 May 2018
Important: These are the Product Terms (these “ReachSite Terms”) pertaining to ReachLocal Australia Pty Limited’s (“ReachLocal” or “We”) customised website product, ReachSite. 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 ReachSite constitutes your agreement to be bound by these ReachSite terms.
In the event of a conflict between these ReachSite Terms and the Marketing Services Terms and/or an Order Form, these ReachSite Terms shall prevail.
We reserve the right to make changes to these ReachSite 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 ReachSite.
Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.
- Features. ReachSite is a customised website that works in conjunction with ReachEdge. You will be able to choose from a range of packages for your website, which will include:
- a website using responsive design to automatically optimise your site for mobile devices
- 5, 10 or 15 pages as ordered, based on a template suited to your business vertical or custom-designed package
- original, web-optimised copy, as needed
- licensed graphic content, as needed
- photo gallery
- contact and/or custom form
- click to call (mobile)
- “follow us” social buttons
Ongoing Support. If you expressly order and pay for monthly Ongoing Support then this will include:
- Ongoing inbound support (phone/email) with up to 2 hours of service per month.
- Quarterly outbound service call (review and report)
- Updates to copy and images
- Technical Support for issues and ‘fixes’
- Monthly WordPress patching
- Uptime monitoring
- 1 hour response time (Monday to Friday 8am to 6pm AEST excl. public holidays)
ReachEdge’s lead management software, mobile app and enhanced Tracking Services will allow you to get the most out of your ReachSite. Please see the ReachEdge Product Terms for information on the terms governing ReachEdge.
ReachSite does not include any hosting or domain name services.
- Set-Up. Immediately upon purchase of a ReachSite, we will begin writing custom content for your website based on your business, products/services and goals for the website (the “Custom Content”), and designing your website based on the theme you select. We will schedule a consultation with one of our service professionals to take place after your purchase of a ReachSite to review the completed website. We will also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes. However, if you are unable to review the materials or the completed website within the requested timeframes, we will deliver to you the website so you can enjoy its benefits immediately, and any revisions can be made later after your review.
- Registration Information. During the set-up process, you will provide ReachLocal with various information required to create your website. You acknowledge and agree to provide true, accurate, current, and complete information about your business and agree to promptly update the information if any of it changes. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if ReachLocal has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, ReachLocal may terminate its obligations hereunder without any requirement or obligation to refund to you any amounts you may have paid ReachLocal.
Domains. You are solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. In addition, 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 website.
- Description of Fees. You agree to pay the fees set forth on the Order Form.
- Timing of Payment. You will pay all amounts in advance of ReachLocal delivering the ReachSite website.
You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your ReachSite website will not be delivered if full payment is not made.
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.
Legal Requirements. You acknowledge and agree that you are solely responsible for providing any disclaimers, notices or other content that you may be required to include on your website due to legal, licensing or other requirements specific to your profession, business, location or any other requirements. Similarly, if you are prohibited from making certain statements on your website due to legal, licensing or other requirements, it is your sole responsibility to inform ReachLocal of such limitations and confirm your website is compliance in connection with each required approval. For example, if you are a lawyer and your bar rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.
- Ownership. Other than any Client Content (as described below), (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, photos, audio and video clips and other information provided by ReachLocal for your ReachSite website (collectively, the “ReachLocal Materials”) are owned by ReachLocal or other parties that have licensed their material or provided services to ReachLocal, and are protected by copyright, trademark, trade secret and other intellectual property laws. ReachLocal hereby grants you a limited, revocable, non-transferable and non-exclusive license to the ReachLocal Materials for the purpose of the ReachSite website only. 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 any ReachLocal Materials..
Infringing Content. ReachLocal will promptly notify you if the use of any ReachLocal Materials infringes or could infringe the intellectual property rights of any third party. You agree not to use any such ReachLocal Materials after notice of such infringement or potential infringement.
Your Content and Data.
- Content. As between you and ReachLocal, 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 provide to ReachLocal for inclusion in your website (referred to as “Client Content”). You hereby grant ReachLocal and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content in connection with your ReachLocal website. ReachLocal may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote ReachSite, and may list and otherwise refer to you and your business as users of the ReachSite service. ReachLocal’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes. ReachLocal’s license to your Client Content is fully-paid and royalty free, meaning ReachLocal does not owe you or any third party anything else in connection with ReachLocal’s use of the Client Content. ReachLocal may exercise its rights anywhere in the world.
- Representations. You are legally responsible for your Client Content and ReachLocal is in no way responsible for it. You represent and warrant that:
- you own all rights to Client Content or, alternatively, you have the unrestricted right to give ReachLocal the rights described above, including the right to display the Client Content on your website;
- you have paid and will pay in full any fees or other payments that may be related to the use of the Client Content; and
the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.
DISCLAIMER OF WARRANTIES. REACHLOCAL PROVIDES THE REACHSITE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE REACHSITE SERVICES ARE INTERRUPTED OR DELAYED, REACHLOCAL’S SOLE OBLIGATION WILL BE TO RESTORE SUCH REACHSITE SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REACHLOCAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. REACHLOCAL WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE REACHSITE SERVICES; (iii) UNAUTHORISED ACCESS TO OR USE OF REACHLOCAL’S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (iv) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE REACHSITE SERVICES BY ANY THIRD PARTY; (v) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE REACHSITE SERVICES; OR (viii) MATTERS BEYOND REACHLOCAL’S REASONABLE CONTROL. REACHLOCAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REACHLOCAL OR THROUGH THE REACHSITE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
NON EXCLUDABLE CONDITIONS. CERTAIN LAWS, INCLUDING THE AUSTRALIAN CONSUMER LAW, IMPLY TERMS AND CONDITIONS INTO CONTRACTS FOR THE SUPPLY OF GOODS OR SERVICES THAT CANNOT BE EXCLUDED (FOR EXAMPLE, THAT SERVICES MUST BE PROVIDED WITH DUE CARE AND SKILL AND FIT FOR ANY SPECIFIED PURPOSE) (“NON-EXCLUDABLE CONDITION”). IN THE EVENT THAT A TERM, CONDITION OR WARRANTY IS IMPLIED BY LAW INTO THIS AGREEMENT AND REACHLOCAL BREACHES THAT NON-EXCLUDABLE CONDITION, REACHLOCAL’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
LIMITATIONS OF LIABILITY.
- NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS AND/OR (III) EITHER PARTY’S WILLFUL MISCONDUCT.
- LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL REACHLOCAL’S CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY REACHLOCAL FROM YOU FOR THE REACHSITE WEBSITE. IN LIEU OF REFUND, REACHLOCAL SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE “MAKE-GOOD” SERVICES, PROVIDED SUCH “MAKE-GOOD” SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.