PRODUCT TERMS FOR REACHSEO SOLD PRIOR TO 28/02/2017
ReachLocal New Zealand Limited
ReachSEO Product Terms
Last Modified: 1 July 2015
Important: these are the product terms (“ReachSEO Terms”) pertaining to ReachLocal New Zealand Limited’s (“ReachLocal” or “We”) search engine optimisation (SEO) products including ReachSEOPlus and ReachSEOLocal (“ReachSEO”). These product terms are referred to in the ReachLocal 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 a ReachSEO product constitutes your agreement to be bound by these ReachSEO Terms.
In the event of a conflict between these ReachSEO Terms and the Marketing Services Terms and/or an Order Form, these ReachSEO Terms shall prevail.
We reserve the right to make changes to these ReachSEO 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.co.nz, 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 ReachSEO.
Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.
1. Background. ReachSEO is an optional service designed to increase your organic search visibility, brand footprint and reputation, leading to increased customer leads and targeted conversions. ReachSEO comes in two packages: SEOLocal and SEOPlus.
2. ReachSEO Features.
(a) SEOLocal includes:
- Up to 3 new or enhanced content pages for your website
- Ongoing new content in the forms of blog posts, infographics and social media posts
- Incorporation of social media and local elements into your website
- Creation and/or optimisation of local business and social media pages and profiles
- Ongoing monitoring and notifications of new engagement (i.e. reviews) and in some cases publication and syndication of positive information intended to promote the business/brand.
(b) SEOPlus includes:
- a baseline report of the current SEO performance of your existing website
- an SEO audit report • the application of specialist SEO technology
- keyword research and selection
- SEO support
- project management services
SEOPlus does not include services relating to changes or modifications to your website recommended in any ReachLocal reports.
ReachLocal cannot and does not guarantee specific placement for any specific keywords or key phrases, nor the effect of the ReachSEO services on search engine placement generally.
ReachEdge will allow you to get the most out of ReachSEO. Please see the ReachEdge Product Terms for information on the terms governing ReachEdge.
3. ReachSEO Content. You will have the opportunity to review new website content before it goes live, but if you do not provide feedback within the requested timeframe, we will publish the website content as described by the email delivering it to you. Other new content such as blog posts and infographics will be prepared and published in accordance with our Content Guidelines and you hereby approve ReachLocal to disseminate such content, unless otherwise directed by you in writing.
4. Third-Party Sites. As a purchaser of ReachSEO, you authorise ReachLocal to submit and manage Client Content (described below) as well as promote your Client Content on or through third-party websites and services, such as search sites, social networks, and messaging services, such as Facebook, Twitter, and others (“Third-Party Sites”). If you have, for instance, a Yelp listing, you authorise ReachLocal to access and manage that listing (so that ReachLocal may validate, enhance and monitor the listing) or if you do not have a Google+ Local listing, you authorise ReachLocal to create one for you.
(a) Management. By authorising ReachLocal to establish relationships on your behalf with Third-Party Sites, you agree to be bound by the terms and conditions applicable to such Third-Party Sites.
(b) Promotion. For SEOPlus, ReachLocal may use your social media accounts on your behalf to reach out directly to other social media page owners in order to promote the Client Content. Examples of such promotion include, without limitation: likes, +1s, shares, retweets, favorites, follows, subscribes, direct messages, comments, or posting status, links or photos.
(c) Removal. Because of the interconnected nature of Third-Party Sites with other Web sites and services, Client Content posted to Third-Party Sites may be difficult to remove. For example, Client Content that is removed from a Third-Party Site may persist on other websites (including end-user webpages) or may be cached in search engine indexes. Accordingly, although ReachLocal will use commercially reasonable efforts to remove Client Content from Third-Party Sites when directed by you to do so through the ReachSEO services, ReachLocal cannot guarantee that Client Content will be completely removed from the Third-Party Sites or other websites or services.
(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 ReachSEO. Each “Cycle” of ReachSEO consists of 30 days, unlike our Media Products whose Cycles may vary. Your initial Cycle will begin following ReachLocal’s acceptance of your Order Form and ReachLocal’s receipt of your payment for the first Cycle.
(ii) Other Fees refers to any other fees for additional services that you request, such as for providing additional content.
(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, the page ranking or placement of your website may be adversely affected.
(c) Manner of Payment. ReachSEO Cycle Payments may only be paid by direct debit and credit card.
6. Term/Termination. ReachSEO subscriptions are for a minimum term of 6 Cycles and automatically renew for additional 6-Cycle terms unless cancelled in accordance with the Marketing Service Terms.
7. ReachLocal Acceptable Use Policy. In order to foster a positive and safe community experience, your use of your website must comply with the ReachLocal Acceptable Use Policy. Failure to do so may result in the suspension of our services and, in some cases, termination.
8. Privacy Matters. 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.
9. 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 state solicitors rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.
10. ReachLocal Materials.
(a) Ownership. Other than any Client Content (as described below), (i) all material and services comprising ReachSEO, including, but not limited to photographs, graphics, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “ReachLocal Materials”), and (ii) all of ReachLocal’s trademarks, logos, and brand elements (“ReachLocal Marks”), 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. 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 or ReachLocal Marks.
(b) 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. In such event, ReachLocal will remove such ReachLocal Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such ReachLocal Materials after notice of such infringement or potential infringement.
11. Your Content and Data.
(a) 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 or that you directly (or indirectly via website visitors) add, post or share via 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 the ReachSEO services. ReachLocal may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote ReachSEO, and may list and otherwise refer to you and your business as users of the ReachSEO 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.
(b) 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.
(c) Other. ReachLocal may, but has no obligation to, monitor the Client Content on your website. 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 Client Content, 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.
12. 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.
13. 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.
14. Indemnification. In addition to the indemnification obligations set forth in the Marketing Services 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, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (i) any Client Content; (ii) the Custom Content (except relating to copyright infringement), provided that it has been approved by you; and (iii) violation of the terms and conditions of any third-party site by you or anyone using your account.
15. Disclaimers. 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 BY OR ON BEHALF OF REACHLOCAL (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR WEBSITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE REACHSEO SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.