Updated: December 19th, 2023 – Effective December 19th, 2023

Thank you for choosing REACH.ai for your business. When you use our product you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations. Certain capitalized words below are defined in Section 15 (Definitions).

REACH.ai provides online software services (“Software Service”). You can access our Software Service via the client login page on www.getreach.ai

These Terms of Service (“Agreement”) apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.

This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.

The English language version of this Agreement and any notice or other document relating to this Agreement shall prevail if there is a conflict.

 

1. General Terms
2. Services
3. Your Responsibilities
4. Fees and Payment
5. Intellectual Property Rights
6. Data Ownership and Use including HIPAA
7. Confidential Information
8. Term, Termination and Suspension
9. Warranties and Disclaimer
10. Indemnification
11. Limitations and Exclusions of Liability
12. Export Controls
13. Intellectual Property Policy
14. Miscellaneous
15. Definitions

1. General Terms

This is a legal agreement, and you represent that you have authority to make these commitments on behalf of your organization.

Agreement. This Agreement is a binding legal agreement between you and the applicable REACH.ai Entity indicated in Section 14.4 below (“REACH.ai”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and REACH.ai are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Our Privacy Policy is also part of this Agreement.

Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms.

This Agreement covers Apps that allow you to access our software, like the REACH.ai business app, but it doesn’t cover the REACH.ai App or our API’s (which are governed by separate agreements).

This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial.

Certain additional terms apply to personal information that originates from the EU, UK, or pertains to CA residents.

To the extent that REACH.ai processes Your Data originating from the European Economic Area, or the United Kingdom, or with respect to Personal Information (defined within the Privacy Annex) that is processed on behalf of you which relates to residents of the State of California, the terms of the Privacy Annex apply between the Parties.

As we update our products and services, we may update this agreement. If those updates are significant, we’ll notify you. You’ll always be able to access the current agreement online.

Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to https://www.getreach.ai/customer-terms-and-conditions, as may be updated by REACH.ai from time to time, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by submitting a Support Request. It is your obligation to ensure that you read, understand, and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.

Additional terms apply to certain products that we provide.

Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies.

 

2. Services

 

Software Services

The Service Level Agreement describes our uptime commitments for the software.

Access and Service Levels. REACH.ai will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. During the Subscription Term (defined below), the Software Services will meet the service levels specified in the Service Level Agreement (“SLA”).

We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time.

Changes to Services. Notwithstanding Section 2.1.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) in connection with a Force Majeure event (as described in Section 14.9), (b) if we believe any malicious software is being used in connection with your account, or (c) during planned downtime as provided in the SLA. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.

Your base subscription fees include our standard support services.

Recently Acquired Offerings. As an administrative courtesy to you, we may offer Recently Acquired Offerings to you through this Agreement before fully integrating, testing, and improving such offerings to meet our standards, which may take up to twelve (12) months. All representations and/or warranties made by us in this Agreement do not apply to such Recently Acquired Offerings.

Free, Trial and Beta Services. REACH.ai may in its sole discretion offer free, trial or beta Services from time to time at no charge. Notwithstanding anything to the contrary herein: (a) any free, trial or beta Services are provided “AS IS” with no warranties of any kind; and (b) REACH.ai may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you. Without limiting the generality of the foregoing, free Services that have not been accessed or used for 12 consecutive months may be terminated by us. REACH.ai will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta Services.

These terms apply to the use of the Credit Card Updater.

Credit Card Updater. As part of the Services, REACH.ai will automatically update your outdated credit card information for participating payment cards. You hereby grant REACH.ai permission to update your outdated payment card information using the Credit Card Updater service

 

3. Your Responsibilities

 

You are responsible for making sure that your Affiliates and End Users comply with the terms of this agreement and applicable laws.

Liability for Affiliates and End Users. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with relevant provisions of this Agreement, including any Supplemental Terms and acceptable use policies provided or made available by REACH.ai, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact End Users through the Services, as applicable, in accordance with applicable laws and regulations.

You are responsible for providing accurate data and collecting and protecting that data as required by law. You are responsible for the things that allow you to access our Services.

Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify REACH.ai promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.

You agree that you and anyone you’re responsible for in this Agreement won’t violate the Agreement or engage in any of the prohibited conduct.

You will keep all usernames and passwords confidential.

Usernames and Passwords. REACH.ai may reject or require that you change any username or password under your account. Usernames and passwords are for internal business use only and may not be shared with any third party, including any competitor of REACH.ai. You, and not REACH.ai, are responsible for any use or misuse of usernames or passwords associated with your account.

You will obtain necessary consent from End Users before messaging them using the Services.

Consent. You are responsible for ensuring you have obtained the requisite level of consent necessary from End Users when utilizing the Services, including, but not limited to, the automated marketing products.

 

4. Fees and Payment

 

Unless you have an Order Form, the current REACH.ai Subscription Fees can be found by reviewing your REACH.ai portal and locating the invoice section under “my business”.

REACH.ai Software Services Fees. Unless otherwise stated, fees for the REACH.ai Software Services (“Subscription Fees”) are set forth on the applicable Website(s).

Change in Subscription Fees. Unless otherwise specified, the Subscription Fees during a Renewal Term (defined below) will be updated to the pricing set forth in the “my business” section of your REACH.ai portal when each Renewal Term begins. Subscription Fees for the Initial Term (defined below) will be prorated for the calendar month billing period based on the Effective Date. If the Services to which you subscribe are offered under a tier pricing model, the price you will be charged during any Renewal Term will be based on the number of users or units, as may be the case, participating in the Services during the Renewal Term. Tier pricing assignments are done automatically at the time of billing and are not considered a change in fees requiring notification. REACH.ai may change  any fees, institute new charges, or modify or discontinue any sales promotion or sales discount, provided the changes will not become effective until the beginning of your next billing period following 30 days from date of notification of any changes. REACH.ai may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.

You agree to pay the fees required for the Services you are getting through this Agreement and give us permission to process those payments.

Payment Terms. You agree to pay the Subscription Fees you siugn up for, which are either monthly or annual terms. YOU ARE RESPONSIBLE FOR ALL SUBSCRIPTION FEES FOR THE ENTIRE SUBSCRIPTION TERM. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated, fees must be paid within 15 days of the payment due date. You will provide REACH.ai with valid and updated credit card information or another form of payment acceptable to REACH.ai. If you provide credit card information, you represent that you are authorized to use the card and you authorize REACH.ai to charge the card for all payments hereunder. By submitting payment information, you authorize REACH.ai to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by REACH.ai for purposes of acknowledging or completing any payment.

You agree that there will be additional charges if your payment is late, and we can suspend your account if payments are not made.

Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at the lesser of either (a) 1.5% of the outstanding balance per month, or (b) the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by REACH.ai within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and REACH.ai will be entitled to either suspend the Services or terminate the Agreement in accordance with Section 8.2. REACH.ai reserves the right to attempt to collect unpaid subscription fees using the payment method on file for a term of up to one (1) year from the last date of service.

You will let us know within 30 days if there has been a payment error.

Payment Errors. If you believe a payment has been processed in error, you must provide written notice to REACH.ai within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute (“Payment Error Notice”). If the Payment Error Notice is not received by REACH.ai within such thirty (30) day period, the payment will be deemed final. Please send all notices to support@getreach.ai. Any notice not sent to this email address will be considered invalid.

REACH.ai will provide NO refunds or account credits at any time for any payment errors or disputes that are not presented via email in writing to support@getreach.ai  within the 30-day time period though REACH.ai does reserve the right to make exceptions to this policy at its sole discretion.

Fees for the Services do not include taxes – you are responsible for paying those.

Taxes. Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If REACH.ai is legally required to pay or collect any Taxes on your behalf, REACH.ai will invoice you and you will pay the invoiced amount. You acknowledge and agree that we may make certain reports to tax authorities (e.g., 1099 forms) regarding transactions that we process and merchants to which we provide Payment Processing Services are provided. For clarity, REACH.ai will be solely responsible for taxes assessed on REACH.ai based on its income.

 

5. Intellectual Property Rights

 

REACH.ai retains all right to our own Intellectual Property.

REACH.ai Intellectual Property. REACH.ai or its affiliates own all right, title and interest in and to the Services, the REACH.ai Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, REACH.ai and its affiliates reserve all rights, title and interest in and to the Services, the REACH.ai Data and Aggregated Data, including, without limitation, all related intellectual property rights. As between you and REACH.ai, all REACH.ai Marks are owned by REACH.ai or its affiliates. You agree not to display or use any REACH.ai Marks in any manner without REACH.ai’s express prior written permission. Any trademarks, service marks and logos associated with a Third-Party Offering may be the property of the third-party provider, and you should consult with their trademark guidelines before using any of their marks.

You have a limited license to use the Services as outlined in this Agreement. You may not do anything expressly prohibited in this section.

License Grant to You. Subject to the terms and conditions of this Agreement, REACH.ai hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the REACH.ai Services, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by REACH.ai in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.

You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for marketing your business and REACH.ai.

License Grant to REACH.ai. You hereby grant to REACH.ai and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (a) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or REACH.ai’s or its affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images (collectively, “Your Marks”) in connection with: (x) providing the Services, (y) for marketing and promotional purposes in connection with REACH.ai’s business, and (z) for Marketing Services. REACH.ai agrees that any use by REACH.ai of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to REACH.ai or its affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you.

 

6. Data Ownership and Use

 

You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products.

Your Data. As between you and REACH.ai, you own all right, title and interest in Your Data. You hereby grant to REACH.ai a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing REACH.ai’s products. You represent and warrant to REACH.ai that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.

We own data that we collect through independent sources.

REACH.ai Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by REACH.ai independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information REACH.ai obtains about End Users through the REACH.ai App (whether the same as Your Data or otherwise), will be solely owned by REACH.ai (collectively, “REACH.ai Data”).

REACH.ai reserves all rights to Aggregated Data.

Aggregated Data. You agree REACH.ai owns all Aggregated Data. You also agree that nothing in this Agreement will prohibit REACH.ai or its affiliates from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.

Our Privacy Policy covers how we collect and use personal information.

Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree to that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that REACH.ai may process Your Data for the purpose of providing the Services and related functions, such as billing and customer or End User support, as well as to send direct marketing communications to your representatives’ or End Users, data science and product or service improvement and reporting. You represent and warrant that You are authorized to process Your Data and make such data available to REACH.ai for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as End Users, to our Privacy Policy (notwithstanding REACH.ai’s ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).

HIPAA – Health Insurance Portability and Accountability Act (HIPAA)

REACH is not a HIPAA certified product. It is therefore the sole responsibility of each Member to ensure they are maintaining their own HIPPA compliance standards and security required by state and federal law pursuant to their business structure. More information regarding HIPAA requirements can be found at the US Dept of Health & Human Services Website. At no time shall REACH be responsible, either directly or indirectly, for any breach of HIPAA requirements due to a Member using the REACH application in a manner that is not HIPAA complaint for their business.

HIPAA. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. If you or any Affiliate is subject to HIPAA and providing or processing any PHI in connection with the Services, you agree to indemnify REACH.ai completely if you choose to use REACH.ai software. You are solely responsible for determining whether you or any Affiliates are subject to HIPAA and at no time shall REACH.ai be responsible, directly or indirectly for any failures in you maintaining your HIPAA requirements.

We have controls in place to prevent outside parties from stealing or accessing Your Data. They are detailed in our Security Policies and practices, but they are not HIPAA compliant at this time.

Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.

We are not responsible for resolving or intervening in any dispute over Your Data.

Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that REACH.ai has no obligation whatsoever to resolve or intervene in such disputes.

 

7. Confidential Information

 

You and REACH.ai will protect each other’s Confidential Information and only use it to fulfill obligations stated in this Agreement.

A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict REACH.ai with respect to REACH.ai Data or Aggregated Data.

 

8. Term, Termination and Suspension

 

You agree to a (1) one calendar month Initial Term and monthly automatic renewals. If you elect to terminate the Agreement early, you will remain responsible for payment of all fees owed for Subscription Term.

Term. Unless otherwise specified, the initial term of this Agreement is (1) one calendar month (“Initial Term”). The Initial Term begins on the Effective Date and may be prorated for the first calendar month, and unless otherwise specified, automatically renews in successive and consecutive calendar monthly periods (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) until this Agreement is properly terminated. Either party may terminate this Agreement for any reason or no reason. If YOU would like to CANCEL YOUR SUBSCRIPTION, YOU MUST DO SO IN THE REACH.ai Dashboard by logging in to your account, accessing the ‘Billing’ page from the ‘Business Settings’ dropdown, then selecting the “Cancel” button on the right of page, and follow the steps to cancel account. You must complete ALL steps to confirm your cancelation. For the protection and security of our customers information and accounts, NO OTHER METHOD OF CANCELATION will be accepted, including but not limited to you or someone you know sending an email, leaving a voicemail, or otherwise messaging the company or members of the company. All accounts must be canceled before the 12am PST on the 1st day of every calendar month. Failure to cancel ahead of that time and date will result in the automatic renewal of the Subscription Term. If you elect to terminate the Agreement early, you will remain responsible for payment of all fees owed for Subscription Term. REACH.ai does not provide partial refunds for Monthly Subscription services.

We have the right to end the Agreement immediately if you breach it.

Termination for Cause. REACH.ai may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.2, in addition to other amounts you may owe REACH.ai, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to REACH.AI for the period prior to the effective date of termination.

This describes what will occur and the rights that apply when the Agreement is terminated.

Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, REACH.ai will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.

The following will survive any expiration or termination of this Agreement: the Introduction and Sections 1, 2.3, 2.5, 3, 4 (other than Section 4.1), 5, 6, 7, 8.3, 8.4, 9.1, 9.3, 10, 11, 12, 13, 14 and 15.

We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account.

Right to Terminate or Suspend Services. We may suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to REACH.ai or any third party, (b) that we are required to do so by law, or (c) where the API integration with your scheduling software otherwise becomes unavailable to REACH.ai.

 

9. Warranties & Disclaimer

 

You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes.

Accuracy of Your Account Information. You agree to provide REACH.ai with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested by REACH.ai (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify REACH.ai in writing if any Account Information changes. You agree that REACH.ai has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.

We promise that the software will perform as described in the Documentation.

Warranty of Functionality. REACH.ai warrants to you that during a Subscription Term: (a) the subscribed Software Service will perform materially in accordance with the functionality described in the Documentation applicable to such Software Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that REACH.ai will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If REACH.ai is unable to restore such functionality, you may terminate the Agreement by providing written notice to REACH.ai, and you will be entitled to receive a pro-rata refund of any pre-paid fees. REACH.ai will have no obligation with respect to a warranty claim under this Section 9.2 unless notified by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any free, trial or beta Services.

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REACH.AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. REACH.AI DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN SECTION 9.2, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH REACH.AI AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “REACH.AI PARTIES”).

 

10. Indemnification

 

If we are sued by another party as a result of something you’ve done, you’ll cover the costs.

You agree to indemnify, defend, and hold harmless the REACH.ai Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.

 

11. Limitations and Exclusions of Liability

 

These are the limits of legal liability we may have to you.

REACH.AI EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY REACH.AI. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE REACH.AI PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT OR $100.00 (USD), WHICHEVER IS GREATER. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH REACH.AI AND THE REACH.AI PARTIES.

 

IN NO EVENT WILL ANY REACH.AI PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF REACH.AI, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

 

THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

12. Export Controls

 

You promise to comply with any applicable export control laws and that you are not subject to any U.S. trade restrictions or sanctions.

You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and you will not use the Services to export, or allow any export or re-export in violation of any such restrictions, laws or regulations. You represent and warrant to REACH.ai that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the United States, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.

 

13. Intellectual Property Policy

 

Any information and data submitted to the Services must not violate the intellectual property rights of third parties and will adhere to our Intellectual Property Policy.

REACH.ai respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted in accordance with our Intellectual Property Policy accessible at /legal/terms-of-service/intellectual-property-policy (or such other URL as specified by REACH.ai), as may be updated by REACH.ai from time to time. Any data or information submitted to the Services is subject to our Intellectual Property Policy.

 

14. Miscellaneous

 

Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Arizona without regard to conflicts of laws principles. The U.N. Convention on the International Sale of Goods will not apply.

In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process.

Mandatory Informal Dispute Resolution. If you have any dispute with REACH.ai arising out of or relating to this Agreement, you agree to notify REACH.ai in writing with a brief, written description of the dispute and your contact information, and REACH.ai will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.

If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court.

Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND REACH.AI, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 14.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND REACH.AI AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at https://www.adr.org/sites/default/files/ Commercial-Rules-Web.pdf) as amended by this Agreement. Any arbitration hearing will be held in Maricopa County, Arizona . The applicable governing law will be as set forth in Section 14.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

The location of your business determines which REACH.ai Entity you are contracting with.

REACH.ai Entity.  The table below sets forth the REACH.ai entity you have entered into this Agreement with (“REACH.ai Entity”) depending on where you are domiciled:

United Kingdom or Isle of Man

REACH.AI, Ltd., a private limited company registered in England and Wales

United States and its territories, and all other countries

REACH.AI, Inc., a Delaware corporation

This Agreement controls our relationship.

Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and REACH.ai with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between REACH.ai, on the one hand, and you or any Affiliate, on the other hand.

If any part of this Agreement can’t be enforced, the rest of the Agreement stands.

Waiver and Severability. No waiver of any provision of this Agreement by REACH.ai will be effective unless in writing and signed by REACH.ai. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

We are entering this Agreement with you and you agree you won’t transfer it to anyone else. In an effort to make sure we meet our obligations to you, we can bring in other parties to fulfill the duties promised in this Agreement.

Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without REACH.ai’s prior written consent. REACH.ai may assign, transfer or sublicense any or all of REACH.ai’s rights or obligations under this Agreement without restriction.

You give us permission to contact you through the Services or via email for any Notices under this Agreement and agree to send any Notice to REACH.ai at the address listed in this Section.

Notices. Any notices provided by REACH.ai under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from REACH.ai through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to REACH.ai under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to REACH.ai LLC., Attn: REACH.ai Legal Department, 15333 N. Pima Rd. Suite 165, Scottsdale AZ, 85260

We are not liable for things that are not in our control, like natural disasters.

Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving REACH.ai’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

You agree that we can communicate with you electronically.

Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

We are providing you Services for your business and this Agreement does not create a partnership or any other legal relationship.

Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and REACH.ai.

 

15. Definitions

 

For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.

“Aggregated Data” means anonymized, de-identified, or aggregated data derived by or through the operation of the Services that is created by or on behalf of REACH.ai in compliance with applicable laws and that does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.

“API” means REACH.ai’s application programming interface that may be updated by REACH.ai from time to time, and any subsequent application programming interfaces that are developed and made available by REACH.ai to interact with or otherwise be used in connection with the Services.

“Card Updater” means the Software Service feature that facilitates automatic updates to outdated credit card information for participating payment cards.

“Confidential Information” means (a) any software utilized by REACH.ai in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.

“Documentation” means online user guides, documentation, and help and training materials, as may be updated by REACH.ai from time to time, accessible at the applicable Website(s), and any other materials provided by REACH.ai as part of the Services.

“End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorize to use the Services in connection with your business.

“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services.

“Franchisee” means any party that is bound by a franchise agreement with you, and that you have designated to receive Services under this Agreement. Franchisees are bound by the terms of this Agreement as if they were an original party hereto.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

“REACH.ai Marks” means all service marks, logos and product and service names used, applied for, registered, or otherwise owned by REACH.ai and its affiliates.

“Privacy Policy” means the REACH.ai Privacy Policy accessible at https://getreach.ai/privacy-policy/ (or such other URL as specified by REACH.ai), as may be updated by REACH.ai from time to time.

“Recently Acquired Offerings” currently include other applicably designated acquisitions which we make you aware.

“Services” means the Software Services provides by the REACH.ai application services. “Services” excludes Third Party Offerings

“Software Service” is defined in the Introduction.

“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.

“Website” means www.getreach.ai, (or such other URLs as specified by REACH.ai), as may be updated by REACH.ai from time to time and any other websites through which REACH.ai makes the Software Service available.

“Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data), but excludes Aggregated Data.