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TotalLiveChat™ Product Terms

ReachLocal Australia Pty Limited
Marketing Services Terms & Conditions
TotalLiveChat™ Product Terms
Last Modified: 17 March 2014

Important: these product terms pertaining to TotalLiveChat™ (these “Chat Terms”) are referred to in the ReachLocal Australia Pty Limited  (“ReachLocal” or “We”) online Marketing Services Terms and Conditions (the “Marketing Services Terms”) and hereby incorporated therein.  Please read these Chat Terms carefully.

Your execution of an Order Form for Marketing Services which includes TotalLiveChat constitutes your agreement to be bound by these Chat Terms.

In the event of a conflict between these Chat Terms and the Marketing Services Terms and/or the Order Form, these Chat Terms shall prevail.

We reserve the right to make changes to these Chat Terms at any time. We shall provide notification of changes in these Chat Terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted online at our website 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.

1. Defined Terms. Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.  Other defined terms used herein are as follows:

(a) Campaign Cycle refers to the period of time from ReachLocal’s commencement of applying the CPL Budget until such time as no less than 98% of the CPL Budget has been utilized.
(b) Chat Code refers to the Java script or other computer code necessary to implement the Chat Services (defined below).
(c) Chat Set-up Fee refers to a one -time charge to set-up a new Chat Services campaign, as set forth on the Order Form.
(d) Cost Per Lead or CPL refers to the amount you are charged for each Lead delivered through the Chat Services, as set forth on the Order Form.
(e) CPL Budget refers to the aggregate amount you will pay per Campaign Cycle for Leads generated from Total Live Chat, as set forth on the Order Form.
(f) Lead refers to any name and phone number or email address, which is provided to you as the result of the Chat Services. 

2. Description of Chat ServicesThe Chat Services will consist of the following:

(a) When a consumer navigates to your site, a chat window may open offering the consumer assistance.
(b) If the consumer elects to engage in the chat, the chat agent will endeavor to collect contact information from the consumer.
(c) The obtained contact information will then be provided to you at the email address you provided. 

3. Implementation of Chat Services. Implementation of the Chat Services will be done in either of the following manner:

(a) ReachLocal will provide you with the Chat Code that you will input into the Existing Site.  It will be your obligation to ensure that the Chat Code is properly installed, functioning and active on the Existing Site, in accordance with instructions provided by us.  Under this approach, you understand and acknowledge that the Chat Code will not be included into the Proxy Site.  Failure to install, or the removal of, the Chat Code, constitutes a breach of this Agreement. If the Chat Code is not properly installed, functioning and active on the Existing Site for a period of 4 months, you will forfeit any unallocated CPL Budget.
(b) ReachLocal will implement the Chat Code through the Proxy Site.

4Financial Terms

(a) As compensation for the Chat Services, you will pay ReachLocal (i) the Chat Set-up Fee and (ii) the CPL Budget for each Campaign Cycle.
(b) We will use commercially reasonable efforts to utilise fully the CPL Budget during each Campaign Cycle.  If we are unable to do so, we will continue providing the Chat Services until the CPL Budget is fully utilised.  Under no circumstances, will ReachLocal be required to refund any portion of the CPL Budget.
(c) You will pay the Chat Set-up Fee and the CPL Budget in advance of each applicable Campaign Cycle in accordance with the Marketing Services Terms.  

5Legal Acknowledgment.  

We make no representations or warranties regarding whether the Chat Services and the pricing methodology constitutes lead generation activities, which may be subject to limitations under applicable laws, rules and regulations (including those promulgated by provincial bar associations). We have no responsibility whatsoever for the content of any chat generated through the Chat Services.  It is solely your responsibility to determine the suitability of the Chat Services for you and what, if any, further consents or action must be taken in connection therewith. 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 ReachLocal and ensure compliance.

Last updated on April 7, 2015