Terms of Use
Last Revision Made October 30, 2014
1. Introduction
By accessing or using the Reach service, or any websites or applications (including mobile applications) made available by Reach Labs (together, the “Service”), however accessed, you agree to be bound by these terms of use (“Terms of Use”) and all applicable laws. The Service is owned or controlled by Reach Labs, Inc. d/b/a the Amplify (“Reach Labs” or “theAmplify”). These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service.
There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Use.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND REACH LABS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION
Your access to and use of the Reach Labs website (“reach-labs.com”, “app.reach-labs.com), theAmplify website (“theamplify.com”) (collectively the “Web site”), the Reach service, or any applications (including mobile applications, the “Application”) made available by Reach Labs (together, the “Services”) is subject to the following Terms of Use (“Terms of Use”) and all applicable laws. These Terms of Use constitute a binding contract between you and Reach Labs, Inc. d/b/a theAmplify, its representatives, designees, licensees, and assigns (“Reach Labs”, “theAmplify,” “we”, “us”, or “our”), regarding your use of the Web Site. These Terms of Use apply exclusively to your access to, and use of the Services and do not alter in any way the terms or conditions of any other agreement you may have with Reach Labs for products, services or otherwise. For information on Reach Labs’ policies, see http://app.reach-labs.com/terms.
2. Privacy
We respect the privacy of our customers and encourage you to read our Privacy Policy http://app.reach-labs.com/privacy so that you may make an informed decision about using the Services.
3. Updated Terms
By using the Services you are agreeing to comply with and be bound by the following terms of use, which may be updated from time to time with or without notice. These Terms of Use may be changed by Reach Labs at any time in its sole discretion by posting the changes made to these Terms of Use, as revised, on this Web Site. Your use of the Services following the posting of such changes or revised Terms of Use shall constitute your acceptance of any such changes. If you have any question regarding these terms or your access to or use of this Web site, please contact Customer Service at hello@reach-labs.com.
4. Representations and Warranties
You represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. You may not access or use this Web Site or Services or accept these Terms of Use if you are not of legal age to form a binding contract with Reach Labs. If you do not agree to these Terms of Use, our Privacy Policy or any other policy governing your access to or use of our Web site you should immediately terminate your access to, use of the Web site and Services.
5. Service Description and Usage Terms
theAmplify offers a network on the internet of influencers (“The Reach Network”) which allows users who register with Reach and become approved as Publishers (“Publishers” and alternatively “Bloggers” below), by theAmplify to incorporate specific advertisement messages (“Advertisements”), in a manner instructed by theAmplify as part of advertising programs provided by online advertisers (“Advertisers”) on social networking sites and publishing services that are approved by theAmplify (each, an “SNS”). As the Advertisements are published, they are displayed alongside the Publisher’s other messages. Some Publishers will be compensated for successful transactions, which originate from a published Advertisement that was previously approved by theAmplify. The commission guidelines and the rules for publication of Advertisements as contained in the campaign directions provided in your offer are herein referred to as (the “Program”). All such payments to Publishers are referred to as “Publisher Payments”.
6. Publisher Account
(a) In order to use certain features of the Reach app and to use the Services, you must apply for a Publisher account with the Program (“Account”) by providing certain information about yourself as prompted by the in-app registration form. You represent and warrant that: (1) all required registration information you submit is truthful and accurate; and (2) you will maintain the accuracy of such information. Accounts are open to individuals only (no corporations or other legal entities) that are residents in the United States and Canada. We may permit you to login to or integrate the Services with your applicable SNS login credentials. If you log in or otherwise associate your Account with your SNS login credentials, we may receive information about you from the SNS, in accordance with the applicable SNS Terms of Use (e.g., terms of use and privacy policy). You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify theAmpify of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. theAmplify cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
(b) If your Account is approved, at theAmplify’s sole discretion, and subject to inventory availability and the needs of the applicable Advertisers, theAmplify may contact you regarding the placement of Advertisements, which you may include on your SNS posts in order to earn Publisher Payments in accordance with the campaign guidelines provided in your offer. Hereafter, “Advertisements” and any combinations thereof mean Advertisements listed, provided, or made available to you specifically by theAmplify.
You have the freedom to customize the Advertisement as you see fit, subject to Section 7, 8, 9, 11 and the following restrictions and such other restrictions as notified to you by theAmplify:
(1) You may not post an Advertisement more than the number of times the Program dictates you can post to a single SNS account.
(2) You may not post Advertisements anywhere other than an approved SNS.
(3) You may not exceed the minimum time interval between two Advertisements, as specified by the Program.
(4) You may not delete any Advertisements you post to your SNS account.
(5) You may not alter any Advertisement in a way that violates our User
Content Guidelines or in a manner not conducive with the spirit of the Advertisement.
7. Creating Content for an Advertiser’s Promotion
(a) If theAmplify selects you as a member of the influencer group (“the Amplify Select”), to create, produce and post blog posts, social media posts as specified below (“Creative Services”) on your website/SNS account (“Blog”) in support of the marketing, advertising or promotion of a product or service of the Advertiser (“Promotion”), you will provide to theAmplify the following materials: (i) a profile picture; (ii) biographical information; (iii) utilize the required campaign hashtag; (iv) a photo or video for review and (iv) a caption relevant as directed by theAmplify for the promotion (collectively referred to herein as the “Blog Materials.” theAmplify will use the Blog Materials in connection with its platform Reach. You will also provide theAmplify with user engagement metrics reports as requested by theAmplify such as the amount of monthly traffic to your website/SNS account, number of followers, comments or likes per post.
(b) Upon learning that you have been selected to create content for the Promotion, you will submit one (1) photo or video and one (1) caption relevant to the campaign directions. You agree to create the Blog materials as directed by theAmplify. You agree to include a disclosure about this sponsored relationship on all posts when posting on your Blog and/or SNS, which disclosure will comply with the Disclosure Guidelines of Section 9 of these Terms, the FTC Endorsement and Testimonial Guidelines, the FTC .com Disclosure Guidelines and all other federal state, provincial and other domestic laws, rules and regulations, including but not limited to, advertising codes of conduct, FTC and CARU regulations and promotion laws, voluntary industry standards, social media platform guidelines, and consumer protection and privacy laws (collectively, “Applicable Laws”).
(c) All Blog Materials shall be subject to the review and acceptance by theAmplify. Upon acceptance by theAmplify of the Blog Materials provided by you and thereafter the posting of the accepted Blog Materials on your Blog and/or SNS, and provided you are in compliance with these Terms, theAmplify will: (i) compensate you with a stipend as mutually agreed between yourself and theAmplify in a separate agreement for costs associated with the creation and promotion of the Blog Materials. You understand and agree that you may not receive further compensation for you participation in the Promotion.
(d) You authorize theAmplify and the Advertiser, its affiliates, successors, assigns, agents, and representatives (collectively the “Releasees”) to photograph, record and use your appearance, biographical information, name, likeness, performance and any statements, remarks and/or sounds made by you in connection with the Promotion, including all publicity materials related, Blog Materials, Releasee promotional materials and for all institutional promotional purposes. Notwithstanding Section 26 of these Terms, you hereby release, indemnify, and hold harmless the Releasees from and against any and all claims which you have, or may have, for invasion of privacy, defamation, false advertising, or any other cause of action arising out of production, distribution, broadcast or exhibition of the Blog Materials including, without limitation, all editorials, social media posts, photographs and/or recordings.
(e) You grant to theAmplify a non-exclusive, worldwide, royalty-free, transferrable license (but not the obligation) in perpetuity, with the right to sublicense, use, distribute, reproduce, modify, adapt, publish, publicly perform and publicly display the Blog Materials (in whole or in part) in connection with any promotion or marketing of the Promotion, and/or any related activity, in all media, now known or later developed.
(f) Notwithstanding Section 18 of these Terms, by submitting the Blog Materials, you represent and warrant to theAmplify, that (1) your Blog Materials are an original works prepared by you; (2) your Blog Materials are free from any third party rights; and (3) you have the full right and authority to grant the rights herein granted in all media (now known or later developed) throughout the universe; and that no one else’s permission is required to exercise the rights you’ve granted herein.
(g) Nothwistanding Section 34 of these Terms, you understand that the above covenants are legally binding and due to the unique nature of your Creative Services you cannot assign it to any other party. Notwithstanding Section 23 of these Terms, you hereby waive any right to bring any claims or lawsuits against the Releasees relating to their use of the Blog Materials including but, not limited to, claims for libel, invasion of privacy, or right of publicity.
(h) You understand that this Agreement does not obligate the Releasees to designate you as a featured contributor on the theamplify.com, the Reach Platform or to use the Blog Materials that you provided in any manner.
8. User Content Guidelines
(a) You may not post messages that are pornographic or sexually explicit in nature for any reason.
(b) Your messages may not include or encourage offensive content such as references to animal abuse, drug abuse, under-age drinking and smoking, bomb making or any other similar reference that reasonably would be considered offensive.
(c) Your messages may not make unauthorized claims about the products or services provided by Advertisers.
(d) Your messages may not be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, or trade libelous.
(e) You may not post messages that violate any law, regulation (including those related to endorsements and advertisements), or any third party right, including any applicable intellectual property and privacy rights.
(f) You may not send messages meant to harm or insult the Advertiser or Reach Labs.
(g) Your messages will not promote any hate speech (speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity).
9. Disclosure Guidelines
(a) With the publication of the “FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising” (October 2012) and the “FTC .com Disclosures Guide” (March 2013), the FTC made clear that its Endorsement Guidelines apply to bloggers and users of SNS. An “endorsement” is an advertising message that consumers are likely to believe reflect the opinions, findings and expertise of a party other than the sponsoring advertiser. The FTC Act requires: (1) that endorsements be truthful and not misleading;(2) that claims made by endorsers are “substantiated.” Substantiation means that endorsers have a reasonable basis for the claims that the make; (3) the disclosure of a material connection between an advertiser and an endorser when such a relationship is not otherwise apparent from the content of the communication that contains the endorsement.
(b) What does this mean for you?
– Tell the truth! What you say about the product and/or service must be truthful and “substantiated.” This means you must have a reasonable basis for any claims you make.
– Again, tell the truth! What you say about the product and/or service must reflect your honest opinions, findings, beliefs, or experiences. If you don’t like a product, don’t say that you do.
– Identify yourself as a Featured Contributor of the Promotion. Because you will be writing on your personal blog/SNS account, your readers will not necessarily understand that you have a relationship with theAmplify or its advertisers or that you have received a Featured Contributor status because of the relationship. You should disclose that you wrote the post in your capacity as a Featured Contributor by including a statement within each post that describes in your own words how you were sponsored to participate in the program, or, alternatively, include the notation “Sponsored Post:” at the start of the body of the text of each post. In the case of Twitter or Instagram, appending the post with “#ad,” or “#sponsored” are acceptable. In some cases, “#sp” may also be used.
– theAmplify will monitor all your blog/social media posts about being a Featured Contributor to ensure that it complies with these policies. Failure to comply could result in your discontinuation as a Featured Contributor and may be considered a breach of the Blogger’s Agreement.
10. Account Review
Your membership is under constant review and if you submit User Content (as defined below) that does not follow our User Content Guidelines, Disclosure Guidelines or is otherwise in violation of these Terms of Use, you acknowledge and agree that Reach Labs has the right to retain any and all Publisher Payments otherwise owed to you. Violation of Reach Labs rules or any other Terms of Use herein will result in immediate suspension or termination of your Account and membership in the Reach Network. Reach Labs may in its sole discretion and with or without notice, limit or deny access to your Account, the Services, and/or the Web site for any reason whatsoever. If at any time, for any reason, Reach Labs determines that your Account is no longer approved, Reach Labs reserves the right to revoke your membership and terminate your Account.
11. Advertisement Restrictions
You may not engage in any “spamming” of the Services, including generating or modifying any data associated with your Account in such a way that it is misleading or fraudulent. You may not create or use technology that undermines or impedes the purposes of the Services. You agree that if Reach Labs discovers, in its sole discretion, that you have violated this provision, all Publisher Payments owed to you may be forfeited.
(a) You may not directly contact any Advertiser; (b) You will only post Advertisements on an SNS using the SNS account that has been approved by theAmplify; (c) Your SNS account must contain real photos, videos, messages, opinions, or news. If your SNS account contains a number of Advertisements deemed unacceptable to Reach Labs, it will be deemed, in Reach Labs’ sole discretion, an unapproved SNS account.
12. Termination
Subject to this Section, these Terms of Use will remain in full force and effect while you use the Services. You may delete your Account at any time, for any reason, by following the instructions on the Web Site. Reach Labs may suspend or terminate your Account and access to the Services for any reason in its sole discretion, including for violations of these Terms of Use. Upon termination of these Terms of Use, your Account and right to access and use the Services will terminate immediately. Reach Labs may perform automated or manual auditing of Account activities for compliance with these Terms of Use. You agree that if Reach Labs determines in its sole discretion that you have violated these Terms of Use in any manner, your Publisher Payments may be forfeited, at Reach Labs’ discretion. You understand and agree that if your Account is terminated for violation of these Terms of Use you shall have no right to register for another Account on Reach Labs. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. We will not have any liability whatsoever to you for any termination of these Terms of Use, including for termination of your Account or deletion of your User Content. Reach Labs reserves the right to modify or discontinue any or all of the Program, Web Site, or Services with or without notice to members. Reach Labs will not be liable to you or any third party for termination of any Service.
13. Content Screening
You acknowledge that Reach Labs may OR MAY NOT pre-screen User Content, but that Reach Labs and its designees shall have the right (but not the obligation) in their sole discretion to PRE-SCREEN, refuse, or move any User Content that is available in the Reach Labs Network. Without limiting the foregoing, Reach Labs and its designees shall have the right to stop any promotion including Publisher Payments for any Advertisement it deems a violation of the Terms of Use or is otherwise objectionable.
14. Payment Terms
Publisher Payments, calculated according to the Reach Labs then current commission guidelines, are made to your designated PayPal account unless another arrangement is agreed upon between you and Reach Labs. It is your responsibility to ensure that your PayPal account is correct and to update your PayPal account information as necessary. Payments to your PayPal account are subject to PayPal’s then current payment terms. We will not be responsible for any payments made to the wrong PayPal account. You will be eligible to withdraw a Publisher Payment only if your available balance exceeds $50, your Account is at least 30 days old, and you have not made a withdrawal in the past 30 days. Publisher Payments become “available” for withdrawal within 30 days after receipt of payments form the Advertiser. Withdrawal requests are fulfilled on the 1st business day of the next month after the request. So if you make a successful withdrawal request on June 15, you will receive payment on the 1st business day in July. Once you withdraw your Publisher Payments, all available funds in your Reach Account will be deposited in your PayPal account and your Reach Labs fund balance will drop to zero. If you receive a deposit into your PayPal account, we will notify you via email that a deposit has been made to your PayPal account and the amount of the deposit. We reserve the right to change the $50 withdrawal threshold at any time. Publisher Payments will be subject to a reduction in funds equal to the PayPal fees associated with the transaction.
15. Personal Information
Reach Labs is the sole owner of the information collected on this Web Site, in these Services, and from its licensed software. We will not sell, share, or rent this information except as specifically disclosed herein or for the purpose of providing you and our other users with this Web site and Services. Reach Labs collects information from our users at several different points on our Web site. Reach Labs may share aggregated and anonymous demographic and statistical information with its business partners. Furthermore, we may need to disclose personally identifiable information when required by law.
16. Web Site Intellectual Property
The Web site and the Services includes a combination of content created by us, or provided to us by our suppliers. All of the content, and other information either displayed on, transmitted through, available for download, or otherwise used in connection with the Web site and the Services, including but not limited to text, photographs, graphics, images, illustrations, animations, audio or video clips, html, source and object code, software, data, or other technology, as well as its copyrightable selection and arrangement, logos, trademarks and service marks, and all intellectual property rights contained therein, (collectively, the “Content”) is owned by us unless stated otherwise. Subject to the terms of these Terms of Use, Reach Labs grants you a non-transferable, non-exclusive, license to use the Web Site and the Services for your internal business use. Reach Labs and its suppliers reserve all rights not granted in these Terms of Use.
17. Restrictions
The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Web site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Web Site or Services; (c) you shall not access the Web Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Web Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Web Site or Services shall be subject to the terms of these Terms of Use. All copyright and other proprietary notices on any Web Site or Services content must be retained on all copies thereof.
18. User Content
The Services will also include content provided by you which may included Blog Material (known in the aggregate as “User Content”). You warrant and represent that your User Content is (a) User Content that you have the right to post upload or provide on the Services without any further permissions from any third parties and the same will not violate any person or entities intellectual property or privacy rights; (b) Notwithstanding Section 7(e) of these Terms, you grant Reach Labs a royalty-free and fully paid, worldwide, transferable, non-exclusive license in perpetuity to use the User Content on the Web Site and Services and to promote and market the Website and Services using the User Content without any further permissions whatsoever; (c) you acknowledge that other members and third parties may be able to view your User Content and that you consent to such viewing; and (d) User Content will comply with all of the terms herein. You are solely responsible for your User Content.
19. Feedback
If you provide Reach Labs any feedback or suggestions regarding the Web Site or Services (“Feedback”), you hereby assign to Reach Labs all rights in the Feedback and agree that Reach Labs shall have the right to use such Feedback and related information in any manner it deems appropriate. Reach Labs will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Reach Labs any information or ideas that you consider to be confidential or proprietary.
20. Web Site and Services Restricted Use
You represent and warrant that you will not use the Web Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Web Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Web Site or Services, other computer systems or networks connected to or used together with the Web Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Web Site or Services; (g) use any proxy to pretend you are from a geographic region different from your real location; or (h) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Web Site. You agree that if Reach Labs finds that you violate any of these restrictions, Reach Labs may retain all of your Publisher Payments.
21. Third Party Sites
The Web Site or the Services might contain links to third party websites (“Third Party Sites”). Such Third Party Sites are not under the control of Reach Labs and Reach Labs is not responsible for any Third Party Sites. Reach Labs provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
22. Other Users
Each Web Site or Services user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Web Site or Service users are solely between you and such user. You agree that Reach Labs will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Web Site or Service user, we are under no obligation to become involved.
23. Release
You hereby release and forever discharge Reach Labs (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Web Site or Service users or Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
24. Disclaimers
We specifically disclaim any and all express, statutory, or implied warranties regarding this Web Site, Services, or any content, services or products provided through or in connection with this Web Site, including without limitation warranties of merchantability or fitness for a particular purpose, warranties against infringement, title, quiet enjoyment, and warranties as to the availability, accuracy, completeness or content of any information, products or services available on or through this Web Site. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE Web SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. We specifically disclaim any damage to any User Content or any unauthorized use of User Content; we specifically disclaim any promises or guarantees made by any third parties or other members of the Web Site; we specifically disclaim any guarantee that third parties will need/want any of your ADVERTISING services whatsoever.
WE DO NOT PROMISE OR GUARANTY THAT YOU WILL RECEIVE ANY OFFERS OR PAYMENTS UNDER THE PROGRAM.
25. Limitations on Damages
In no event shall Reach Labs or any of its affiliates, employees, agents, content providers, suppliers, or licensors be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, consequential, special, incidental, exemplary, or punitive damages (including lost savings or profit, lost data, business interruption or attorneys fees) even if notified in advance of such possibility, including, without limitation, damages related to unauthorized access to or alteration of your transmissions or data, the content or any errors or omissions in the content, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, You agree that we are not liable for any amount exceeding the amounts owed to you for successful ADVERTISING services that comply with the Terms of Use herein. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
26. Indemnity
You agree to indemnify, defend and hold harmless Reach Labs and each of its respective partners, clients, suppliers, licensors, officers, employees, representatives, contractors and agents, from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) arising from or relating to any allegation regarding (a) any violation of these Terms of Use by you, (b) your User Content, (c) your Blog Materials or (c) your use of the Web Site or Services. We reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Reach Labs. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
27. Changes to the Terms of Use
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the new effective date. Your continued use of the Site or Services after any such changes constitutes your acceptance of the revised Terms of Use. If you do not agree to abide by these Terms of Use or any future revised Terms of Use, you may opt out of the Reach network at any time by sending an email to hello@reach-labs.com. It is your responsibility to regularly review these Terms of Use.
28. Website Revisions
Reach Labs is not responsible for changes or variations in the layout or content of its Web Site or Services. In the interest of our clients and publishers, Reach Labs puts forth its best efforts to ensure that all information is up-to-date and factual. Unfortunately there are varying determinates which, although infrequent, could cause the information on our Web Site or Services to become outdated without our immediate knowledge. Consequently, Reach Labs will not be held responsible for product revision changes. Further, Reach Labs reserves the right to make any changes or revisions to the Web Site or Services with or without notice and reserves the absolute right to determine or restrict any content on the Web Site or Services, including User Content and Blog Material.
29. Reservation of Rights
We reserve the right to modify, suspend, discontinue or restrict the use of any portion of the Web Site or Services, including the availability of any portion of the Content at any time, to anyone for any reason without notice or liability.
30. Communication
All communications with Reach Labs should be e-mailed to: hello@reach-labs.com
31. Dispute Resolution
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Reach Labs and our employees, agents, successors, or assigns, regarding or relating to these the Web Site, the Services or these Terms of Use, shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms of Use, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Los Angeles County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in the paragraph 31(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with these Terms of Use, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in the paragraph 31(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, California.
(g) Notwithstanding any provision in these Terms of Use to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms of Use, any such termination shall not be effective until 30 days after the version of these Terms of Use not containing the agreement to arbitrate is posted to the Web Site, and shall not be effective as to any claim of which you provided Reach Labs with written notice prior to the date of termination.
(h) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(i) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Reach Labs and our employees, agents, successors, or assigns, regarding or relating to these the Web Site, Services or these Terms of Use, shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
32. Notice
In the event that we are required by state or federal law to notify you of certain events, you hereby acknowledge and consent that such notices will be effective upon our delivering them to you through your electronic mail. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you.
33. Waiver
The failure of either party to require performance by the other party of any provision of these Terms of Use shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in these Terms of Use shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
34. Entire Agreement
These Terms of Use, including all amendments and policies that are incorporated by reference, constitute the entire agreement between you and Reach Labs and govern your use of the Web Site and Services, superseding any prior agreements that you may have with us. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. Your relationship to Reach Labs is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Reach Labs’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of these Terms of Use shall be binding upon assignees.
35. Severability
If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Use shall continue in effect.
(a) If theAmplify selects you as a member of the influencer group (“the Amplify Select”), to create, produce and post blog posts, social media posts as specified below (“Creative Services”) on your website/SNS account (“Blog”) in support of the marketing, advertising or promotion of a product or service of the Advertiser (“Promotion”), you will provide to theAmplify the following materials: (i) a profile picture; (ii) biographical information; (iii) utilize the required campaign hashtag; (iv) a photo or video for review and (iv) a caption relevant as directed by theAmplify for the promotion (collectively referred to herein as the “Blog Materials.” theAmplify will use the Blog Materials in connection with its platform Reach. You will also provide theAmplify with user engagement metrics reports as requested by theAmplify such as the amount of monthly traffic to your website/SNS account, number of followers, comments or likes per post.
(b) Upon learning that you have been selected to create content for the Promotion, you will submit one (1) photo or video and one (1) caption relevant to the campaign directions. You agree to create the Blog materials as directed by theAmplify. You agree to include a disclosure about this sponsored relationship on all posts when posting on your Blog and/or SNS, which disclosure will comply with the Disclosure Guidelines of Section 9 of these Terms, the FTC Endorsement and Testimonial Guidelines, the FTC .com Disclosure Guidelines and all other federal state, provincial and other domestic laws, rules and regulations, including but not limited to, advertising codes of conduct, FTC and CARU regulations and promotion laws, voluntary industry standards, social media platform guidelines, and consumer protection and privacy laws (collectively, “Applicable Laws”).
(c) All Blog Materials shall be subject to the review and acceptance by theAmplify. Upon acceptance by theAmplify of the Blog Materials provided by you and thereafter the posting of the accepted Blog Materials on your Blog and/or SNS, and provided you are in compliance with these Terms, theAmplify will: (i) compensate you with a stipend as mutually agreed between yourself and theAmplify in a separate agreement for costs associated with the creation and promotion of the Blog Materials. You understand and agree that you may not receive further compensation for you participation in the Promotion.
(d) You authorize theAmplify and the Advertiser, its affiliates, successors, assigns, agents, and representatives (collectively the “Releasees”) to photograph, record and use your appearance, biographical information, name, likeness, performance and any statements, remarks and/or sounds made by you in connection with the Promotion, including all publicity materials related, Blog Materials, Releasee promotional materials and for all institutional promotional purposes. Notwithstanding Section 26 of these Terms, you hereby release, indemnify, and hold harmless the Releasees from and against any and all claims which you have, or may have, for invasion of privacy, defamation, false advertising, or any other cause of action arising out of production, distribution, broadcast or exhibition of the Blog Materials including, without limitation, all editorials, social media posts, photographs and/or recordings.
(e) You grant to theAmplify a non-exclusive, worldwide, royalty-free, transferrable license (but not the obligation) in perpetuity, with the right to sublicense, use, distribute, reproduce, modify, adapt, publish, publicly perform and publicly display the Blog Materials (in whole or in part) in connection with any promotion or marketing of the Promotion, and/or any related activity, in all media, now known or later developed.
(f) Notwithstanding Section 18 of these Terms, by submitting the Blog Materials, you represent and warrant to theAmplify, that (1) your Blog Materials are an original works prepared by you; (2) your Blog Materials are free from any third party rights; and (3) you have the full right and authority to grant the rights herein granted in all media (now known or later developed) throughout the universe; and that no one else’s permission is required to exercise the rights you’ve granted herein.
(g) Nothwistanding Section 34 of these Terms, you understand that the above covenants are legally binding and due to the unique nature of your Creative Services you cannot assign it to any other party. Notwithstanding Section 23 of these Terms, you hereby waive any right to bring any claims or lawsuits against the Releasees relating to their use of the Blog Materials including but, not limited to, claims for libel, invasion of privacy, or right of publicity.
(h) You understand that this Agreement does not obligate the Releasees to designate you as a featured contributor on the theamplify.com, the Reach Platform or to use the Blog Materials that you provided in any manner.
8. User Content Guidelines
(a) You may not post messages that are pornographic or sexually explicit in nature for any reason.
(b) Your messages may not include or encourage offensive content such as references to animal abuse, drug abuse, under-age drinking and smoking, bomb making or any other similar reference that reasonably would be considered offensive.
(c) Your messages may not make unauthorized claims about the products or services provided by Advertisers.
(d) Your messages may not be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, or trade libelous.
(e) You may not post messages that violate any law, regulation (including those related to endorsements and advertisements), or any third party right, including any applicable intellectual property and privacy rights.
(f) You may not send messages meant to harm or insult the Advertiser or Reach Labs.
(g) Your messages will not promote any hate speech (speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity).
9. Disclosure Guidelines
(a) With the publication of the “FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising” (October 2012) and the “FTC .com Disclosures Guide” (March 2013), the FTC made clear that its Endorsement Guidelines apply to bloggers and users of SNS. An “endorsement” is an advertising message that consumers are likely to believe reflect the opinions, findings and expertise of a party other than the sponsoring advertiser. The FTC Act requires: (1) that endorsements be truthful and not misleading;(2) that claims made by endorsers are “substantiated.” Substantiation means that endorsers have a reasonable basis for the claims that the make; (3) the disclosure of a material connection between an advertiser and an endorser when such a relationship is not otherwise apparent from the content of the communication that contains the endorsement.
(b) What does this mean for you?
– Tell the truth! What you say about the product and/or service must be truthful and “substantiated.” This means you must have a reasonable basis for any claims you make.
– Again, tell the truth! What you say about the product and/or service must reflect your honest opinions, findings, beliefs, or experiences. If you don’t like a product, don’t say that you do.
– Identify yourself as a Featured Contributor of the Promotion. Because you will be writing on your personal blog/SNS account, your readers will not necessarily understand that you have a relationship with theAmplify or its advertisers or that you have received a Featured Contributor status because of the relationship. You should disclose that you wrote the post in your capacity as a Featured Contributor by including a statement within each post that describes in your own words how you were sponsored to participate in the program, or, alternatively, include the notation “Sponsored Post:” at the start of the body of the text of each post. In the case of Twitter or Instagram, appending the post with “#ad,” or “#sponsored” are acceptable. In some cases, “#sp” may also be used.
– theAmplify will monitor all your blog/social media posts about being a Featured Contributor to ensure that it complies with these policies. Failure to comply could result in your discontinuation as a Featured Contributor and may be considered a breach of the Blogger’s Agreement.
10. Account Review
Your membership is under constant review and if you submit User Content (as defined below) that does not follow our User Content Guidelines, Disclosure Guidelines or is otherwise in violation of these Terms of Use, you acknowledge and agree that Reach Labs has the right to retain any and all Publisher Payments otherwise owed to you. Violation of Reach Labs rules or any other Terms of Use herein will result in immediate suspension or termination of your Account and membership in the Reach Network. Reach Labs may in its sole discretion and with or without notice, limit or deny access to your Account, the Services, and/or the Web site for any reason whatsoever. If at any time, for any reason, Reach Labs determines that your Account is no longer approved, Reach Labs reserves the right to revoke your membership and terminate your Account.
11. Advertisement Restrictions
You may not engage in any “spamming” of the Services, including generating or modifying any data associated with your Account in such a way that it is misleading or fraudulent. You may not create or use technology that undermines or impedes the purposes of the Services. You agree that if Reach Labs discovers, in its sole discretion, that you have violated this provision, all Publisher Payments owed to you may be forfeited.
(a) You may not directly contact any Advertiser; (b) You will only post Advertisements on an SNS using the SNS account that has been approved by theAmplify; (c) Your SNS account must contain real photos, videos, messages, opinions, or news. If your SNS account contains a number of Advertisements deemed unacceptable to Reach Labs, it will be deemed, in Reach Labs’ sole discretion, an unapproved SNS account.
12. Termination
Subject to this Section, these Terms of Use will remain in full force and effect while you use the Services. You may delete your Account at any time, for any reason, by following the instructions on the Web Site. Reach Labs may suspend or terminate your Account and access to the Services for any reason in its sole discretion, including for violations of these Terms of Use. Upon termination of these Terms of Use, your Account and right to access and use the Services will terminate immediately. Reach Labs may perform automated or manual auditing of Account activities for compliance with these Terms of Use. You agree that if Reach Labs determines in its sole discretion that you have violated these Terms of Use in any manner, your Publisher Payments may be forfeited, at Reach Labs’ discretion. You understand and agree that if your Account is terminated for violation of these Terms of Use you shall have no right to register for another Account on Reach Labs. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. We will not have any liability whatsoever to you for any termination of these Terms of Use, including for termination of your Account or deletion of your User Content. Reach Labs reserves the right to modify or discontinue any or all of the Program, Web Site, or Services with or without notice to members. Reach Labs will not be liable to you or any third party for termination of any Service.
13. Content Screening
You acknowledge that Reach Labs may OR MAY NOT pre-screen User Content, but that Reach Labs and its designees shall have the right (but not the obligation) in their sole discretion to PRE-SCREEN, refuse, or move any User Content that is available in the Reach Labs Network. Without limiting the foregoing, Reach Labs and its designees shall have the right to stop any promotion including Publisher Payments for any Advertisement it deems a violation of the Terms of Use or is otherwise objectionable.
14. Payment Terms
Publisher Payments, calculated according to the Reach Labs then current commission guidelines, are made to your designated PayPal account unless another arrangement is agreed upon between you and Reach Labs. It is your responsibility to ensure that your PayPal account is correct and to update your PayPal account information as necessary. Payments to your PayPal account are subject to PayPal’s then current payment terms. We will not be responsible for any payments made to the wrong PayPal account. You will be eligible to withdraw a Publisher Payment only if your available balance exceeds $50, your Account is at least 30 days old, and you have not made a withdrawal in the past 30 days. Publisher Payments become “available” for withdrawal within 30 days after receipt of payments form the Advertiser. Withdrawal requests are fulfilled on the 1st business day of the next month after the request. So if you make a successful withdrawal request on June 15, you will receive payment on the 1st business day in July. Once you withdraw your Publisher Payments, all available funds in your Reach Account will be deposited in your PayPal account and your Reach Labs fund balance will drop to zero. If you receive a deposit into your PayPal account, we will notify you via email that a deposit has been made to your PayPal account and the amount of the deposit. We reserve the right to change the $50 withdrawal threshold at any time. Publisher Payments will be subject to a reduction in funds equal to the PayPal fees associated with the transaction.
15. Personal Information
Reach Labs is the sole owner of the information collected on this Web Site, in these Services, and from its licensed software. We will not sell, share, or rent this information except as specifically disclosed herein or for the purpose of providing you and our other users with this Web site and Services. Reach Labs collects information from our users at several different points on our Web site. Reach Labs may share aggregated and anonymous demographic and statistical information with its business partners. Furthermore, we may need to disclose personally identifiable information when required by law.
16. Web Site Intellectual Property
The Web site and the Services includes a combination of content created by us, or provided to us by our suppliers. All of the content, and other information either displayed on, transmitted through, available for download, or otherwise used in connection with the Web site and the Services, including but not limited to text, photographs, graphics, images, illustrations, animations, audio or video clips, html, source and object code, software, data, or other technology, as well as its copyrightable selection and arrangement, logos, trademarks and service marks, and all intellectual property rights contained therein, (collectively, the “Content”) is owned by us unless stated otherwise. Subject to the terms of these Terms of Use, Reach Labs grants you a non-transferable, non-exclusive, license to use the Web Site and the Services for your internal business use. Reach Labs and its suppliers reserve all rights not granted in these Terms of Use.
17. Restrictions
The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Web site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Web Site or Services; (c) you shall not access the Web Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Web Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Web Site or Services shall be subject to the terms of these Terms of Use. All copyright and other proprietary notices on any Web Site or Services content must be retained on all copies thereof.
18. User Content
The Services will also include content provided by you which may included Blog Material (known in the aggregate as “User Content”). You warrant and represent that your User Content is (a) User Content that you have the right to post upload or provide on the Services without any further permissions from any third parties and the same will not violate any person or entities intellectual property or privacy rights; (b) Notwithstanding Section 7(e) of these Terms, you grant Reach Labs a royalty-free and fully paid, worldwide, transferable, non-exclusive license in perpetuity to use the User Content on the Web Site and Services and to promote and market the Website and Services using the User Content without any further permissions whatsoever; (c) you acknowledge that other members and third parties may be able to view your User Content and that you consent to such viewing; and (d) User Content will comply with all of the terms herein. You are solely responsible for your User Content.
19. Feedback
If you provide Reach Labs any feedback or suggestions regarding the Web Site or Services (“Feedback”), you hereby assign to Reach Labs all rights in the Feedback and agree that Reach Labs shall have the right to use such Feedback and related information in any manner it deems appropriate. Reach Labs will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Reach Labs any information or ideas that you consider to be confidential or proprietary.
20. Web Site and Services Restricted Use
You represent and warrant that you will not use the Web Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Web Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Web Site or Services, other computer systems or networks connected to or used together with the Web Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Web Site or Services; (g) use any proxy to pretend you are from a geographic region different from your real location; or (h) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Web Site. You agree that if Reach Labs finds that you violate any of these restrictions, Reach Labs may retain all of your Publisher Payments.
21. Third Party Sites
The Web Site or the Services might contain links to third party websites (“Third Party Sites”). Such Third Party Sites are not under the control of Reach Labs and Reach Labs is not responsible for any Third Party Sites. Reach Labs provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
22. Other Users
Each Web Site or Services user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Web Site or Service users are solely between you and such user. You agree that Reach Labs will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Web Site or Service user, we are under no obligation to become involved.
23. Release
You hereby release and forever discharge Reach Labs (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Web Site or Service users or Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
24. Disclaimers
We specifically disclaim any and all express, statutory, or implied warranties regarding this Web Site, Services, or any content, services or products provided through or in connection with this Web Site, including without limitation warranties of merchantability or fitness for a particular purpose, warranties against infringement, title, quiet enjoyment, and warranties as to the availability, accuracy, completeness or content of any information, products or services available on or through this Web Site. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE Web SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. We specifically disclaim any damage to any User Content or any unauthorized use of User Content; we specifically disclaim any promises or guarantees made by any third parties or other members of the Web Site; we specifically disclaim any guarantee that third parties will need/want any of your ADVERTISING services whatsoever.
WE DO NOT PROMISE OR GUARANTY THAT YOU WILL RECEIVE ANY OFFERS OR PAYMENTS UNDER THE PROGRAM.
25. Limitations on Damages
In no event shall Reach Labs or any of its affiliates, employees, agents, content providers, suppliers, or licensors be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, consequential, special, incidental, exemplary, or punitive damages (including lost savings or profit, lost data, business interruption or attorneys fees) even if notified in advance of such possibility, including, without limitation, damages related to unauthorized access to or alteration of your transmissions or data, the content or any errors or omissions in the content, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, You agree that we are not liable for any amount exceeding the amounts owed to you for successful ADVERTISING services that comply with the Terms of Use herein. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
26. Indemnity
You agree to indemnify, defend and hold harmless Reach Labs and each of its respective partners, clients, suppliers, licensors, officers, employees, representatives, contractors and agents, from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) arising from or relating to any allegation regarding (a) any violation of these Terms of Use by you, (b) your User Content, (c) your Blog Materials or (c) your use of the Web Site or Services. We reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Reach Labs. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
27. Changes to the Terms of Use
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the new effective date. Your continued use of the Site or Services after any such changes constitutes your acceptance of the revised Terms of Use. If you do not agree to abide by these Terms of Use or any future revised Terms of Use, you may opt out of the Reach network at any time by sending an email to hello@reach-labs.com. It is your responsibility to regularly review these Terms of Use.
28. Website Revisions
Reach Labs is not responsible for changes or variations in the layout or content of its Web Site or Services. In the interest of our clients and publishers, Reach Labs puts forth its best efforts to ensure that all information is up-to-date and factual. Unfortunately there are varying determinates which, although infrequent, could cause the information on our Web Site or Services to become outdated without our immediate knowledge. Consequently, Reach Labs will not be held responsible for product revision changes. Further, Reach Labs reserves the right to make any changes or revisions to the Web Site or Services with or without notice and reserves the absolute right to determine or restrict any content on the Web Site or Services, including User Content and Blog Material.
29. Reservation of Rights
We reserve the right to modify, suspend, discontinue or restrict the use of any portion of the Web Site or Services, including the availability of any portion of the Content at any time, to anyone for any reason without notice or liability.
30. Communication
All communications with Reach Labs should be e-mailed to: hello@reach-labs.com
31. Dispute Resolution
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Reach Labs and our employees, agents, successors, or assigns, regarding or relating to these the Web Site, the Services or these Terms of Use, shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms of Use, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Los Angeles County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in the paragraph 31(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with these Terms of Use, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in the paragraph 31(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, California.
(g) Notwithstanding any provision in these Terms of Use to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms of Use, any such termination shall not be effective until 30 days after the version of these Terms of Use not containing the agreement to arbitrate is posted to the Web Site, and shall not be effective as to any claim of which you provided Reach Labs with written notice prior to the date of termination.
(h) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(i) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Reach Labs and our employees, agents, successors, or assigns, regarding or relating to these the Web Site, Services or these Terms of Use, shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
32. Notice
In the event that we are required by state or federal law to notify you of certain events, you hereby acknowledge and consent that such notices will be effective upon our delivering them to you through your electronic mail. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you.
33. Waiver
The failure of either party to require performance by the other party of any provision of these Terms of Use shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in these Terms of Use shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
34. Entire Agreement
These Terms of Use, including all amendments and policies that are incorporated by reference, constitute the entire agreement between you and Reach Labs and govern your use of the Web Site and Services, superseding any prior agreements that you may have with us. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. Your relationship to Reach Labs is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Reach Labs’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of these Terms of Use shall be binding upon assignees.
35. Severability
If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Use shall continue in effect.
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