TotalLiveChat™ Product Terms
IMPORTANT: THESE PRODUCT TERMS PERTAINING TO TOTALLIVECHAT™ (THESE "CHAT TERMS") ARE REFERRED TO IN THE REACHLOCAL, INC. ("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 TOTALLIVE CHAT CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE CHAT TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE CHAT TERMS AND THE MARKETING TERMS AND/OR THE ORDER FORM, THESE CHAT TERMS SHALL CONTROL.
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, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM.
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:
- Chat Services refers to the Standard Chat Services, the Chat Software Platform, or the Chat Bundle, each as described below.
- Cost Per Lead or CPL refers to the amount you are charged for each Lead generated from the Standard Chat Services, as set forth on the Order Form.
- CPL Budget refers to the aggregate amount you will pay per Cycle for Leads generated from the Standard Chat Services, as set forth on the Order Form.
- 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.
- Monthly Fee refers to the recurring fee that is set forth on your Order Form if you purchase the Chat Services on a flat-rate basis.
- Lead refers to any name and phone number or email address, which is provided to you as the result of the Standard Chat Services.
- Set-Up Fee refers to a one-time charge to set-up new Chat Services, as set forth on the Order Form.
- User License Fee refers to the Chat Software Package license fee, which is determined by the number of your users that may use the Chat Software Package, as set forth on the Order Form.
Descriptions of Chat Services.
The Standard Chat Services consist of the following:
- When a consumer navigates to your site, a chat window may open offering the consumer assistance.
- If the consumer elects to engage in the chat, the chat agent will endeavor to collect contact information from the consumer.
- The obtained contact information will then be provided to you at the email address you provided.
The Chat Software Platform consists of the following:
- A software platform that allows you to engage in, manage and review chats with consumers using your own personnel.
- The ability to engage in multiple chats at the same time.
The Chat Bundle consists of the following:
- A license to the Chat Software Platform combined with Standard Chat Services to engage in chats when your personnel are unable to participate.
- The Standard Chat Services consist of the following:
Implementation of Chat Services. The Chat Services will be implemented using one of the following methods:
- 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 you do not properly install the Chat Code within 4 months of purchasing the Chat Services, you will forfeit the CPL Budget and your Chat Services will be cancelled — in this circumstance, no additional Cancellation Fee will be payable. Once the Chat Code has been properly installed, functioning and active on the Existing Site, if it is later uninstalled or otherwise becomes inactive for a period of 4 consecutive months, your Chat Services will be cancelled and any unallocated CPL Budget will be forfeited and applied to the applicable Cancellation Fee then due.
- If you are using ReachLocal’s Tracking Code, ReachLocal may implement the Chat Services via the Tracking Code without the need to add the Chat Code to the Existing Site.
- Upon request, ReachLocal will implement the Chat Code through the Proxy Site.
- Chat Software Platform. Upon execution of an Order Form and for so long as an Order Form is in effect that includes the Chat Software Platform and your account is in good standing, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license for the number of users set forth on the Order Form to access the Chat Software Platform. You agree, and shall advise your users, that users may not share log-in information with other employees or third parties. 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 Chat Software 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 Chat Software 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 Chat Software 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 Chat Software 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 Chat Software Platform. ReachLocal may terminate the foregoing license, at any time and for any reason.
Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:
- For Standard Chat Services either: the Set-up Fee and the Monthly Fee; or the Set-up Fee and the CPL Budget for each Cycle..
- Chat Software Platform: the Set-Up Fee and the User License Fee.
- Chat Bundle: the Set-Up Fee(s), the User License Fee, and either the Monthly Fee or the CPL Budget for each Cycle.
- If you purchase the Standard Chat Services via a CPL Budget, we will provide the Chat Services until the CPL Budget is fully utilized. After the CPL Budget is utilized, the next Cycle will begin immediately. Cycle length will vary based on a number of factors, including the amount and type of traffic to your website. Under no circumstances, will ReachLocal be required to refund any portion of the CPL Budget.
- If you purchase the Standard Chat Services on a flat-rate basis, we will provide Standard Chat Services to visitors to your website and no CPL will apply. A visitor that visits several pages of your website during the same session is counted as one visitor. If the maximum number of website visitors as identified on your Order Form is reached in a Cycle, we will no longer provide Standard Chat Services to new visitors until the start of the following Cycle. Flat-rate Standard Chat Services Cycles are 30 days long. Under no circumstances, will ReachLocal be required to refund any portion of the Monthly Fee.
- You will pay applicable Set-Up Fee(s), CPL Budgets or Monthly Fees in advance of each applicable Campaign Cycle in accordance with the Marketing Services Terms.
- Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:
- ReachLocal Acceptable Use Policy. In order to foster a positive and safe community experience, your use of the Chat Software Platform must comply with the ReachLocal Acceptable Use Policy. Failure to do so may result in the suspension of your account, in some cases, termination.
- Legal 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.