Reach Pros, Inc.(Owner & Operator of Merchant Centric)
- Authorized Use
- Replies to Third-Party Reviews and Reply Library
We may reply on third-party sites to a third-party review of your products and/or services (“Third-Party Review”) as part of the Service. If you elect to use this service, you expressly authorize us to reply to Third-Party Reviews on your behalf and such replies are referred to generally as “Review Replies” or a “Review Reply” when referring to one reply. Authorization to reply to Third-Party Reviews will authorize us to reply to all Third-Party Reviews per the process below; provided that we cannot guarantee that Review Replies will be successfully submitted or posted by the third party sites hosting the Third-Party Reviews.
A Review Reply that is written and submitted by us and is not part of a library of possible replies that we create and update from time to time for use for all of our clients (such library referred to as our “Reply Library”) is a “Custom Reply.”
For Review Replies that are not Custom Replies, you may select a reply from the Reply Library (“Library Reply”). You may elect to modify the Library Reply (an “Edited Reply”) or craft your own reply that does not use any of a Library Reply (“Own Reply”).
A Review Reply is submitted in response to a Third-Party Review based on the procedures listed above and all such submitted Review Replies are deemed approved by you and submitted on your behalf.
All copyright rights in the Reply Library are the sole property of ours and no rights of any kind in the Reply Library are granted to you except for the limited right to have a Library Reply or an Edited Reply submitted as a Review Reply. You agree not to sell access to, compile summaries of, catalog, distribute or reproduce any portion of the Reply Library nor modify any of the Reply Library except when creating an Edited Reply pursuant to the above. You own all copyright rights in a Custom Reply, the portion of an Edited Reply that you create and an Own Reply. You agree that we may elect to use any of a Custom Reply and the modified or edited portions of an Edited Reply you create when updating our Reply Library except we will never update our Reply Library using any content that identifies or uses your name.
Your use of this Service is at your sole risk and you acknowledge that reactions to Review Replies are not predictable and may vary widely. We cannot guarantee the reviewer’s reaction to Review Replies, nor that of any other party, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your listing information as a result of submitting Review Replies or possibly even remove your listing from that site. You hereby release us from all claims and liability from any and all adverse reactions to our replies to Third-Party Reviews.
- Third-Party Sites
Our Service will apply to certain third-party sites and the third-party sites may change over time, so no specific third-party site is guaranteed to be reviewed or monitored through our Service. We may provide your information and content to third-party sites (“Business Listings”) as part of the Service. You expressly authorize us to use your credentials to access your Business Listings on third-party sites on your behalf. Authorization to access your Business Listings will authorize us to submit, edit, delete, change and/or modify, all Business Listings (collectively “Business Listing Changes”) on third-party sites and store such information on our Site; provided that we cannot guarantee that our Business Listings Changes will be successfully submitted or posted by the third-party sites hosting the Business Listings. Furthermore, authorization to access your Business Listings will authorize us to access information about your Business Listings on another site, including, their performance, and retrieve and store such information on our Site. We may discuss Business Listing Changes with you beforehand, but we are not required to do so. As between you and us, such Business Listing Changes when appearing on a third-party site will be deemed your content. Your use of this Service is at your sole risk and you acknowledge that reactions to our Business Listing Changes are not predictable and may vary widely. We cannot guarantee the consumer reaction to our Business Listing Changes, nor that of any other party or third-party site, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your Business Listing as a result of submitting Business Listing Changes through our Service or possibly even remove your Business Listing from their site. You hereby release us from all claims and liability from any and all adverse reactions to our Business Listing Changes.
The Service may also involve or provide links to third-party sites or resources and contain third-party advertisements. We have no control over such sites and resources and you acknowledge and agree that we are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) any third-party sites or resources that we service through the Service or provide links to or that provide links to the Service, or (ii) any content, goods, or services available on or through any such third-party sites or resources. Your dealings with, or participation in promotions of, any such third-party sites or resources including, without limitation, third-party advertisers or other third-party providers of goods or services found on or through the Service and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party site owner, advertiser or provider.
- Reservation of Rights
Merchant Centric, Reach Pros and their associated logos are either registered trademarks or trademarks of ours. All other company names, logos and other identifying marks that may be listed as part of our Service may be trademarks of their respective owners. WE DO NOT CLAIM ANY OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.
- Feedback Rights
If you provide any feedback to us about the Service (“Feedback”), you acknowledge our need to be able to freely use such Feedback and to own any improvements to the Service (e.g., improvements, fixes, errors, bugs, etc.) made by using or incorporating such Feedback. Accordingly, you hereby assign to us any rights you may have, including all intellectual property rights, in the Feedback and we may exercise our ownership rights to such Feedback and intellectual property rights without compensation, attribution or accounting. Without additional consideration, you agree to perform all acts reasonably necessary to perfect our rights in such intellectual property.
- Your Subscription
Immediately upon termination, cancellation or expiration of this agreement, we will return your account information for the websites that do not allow you to create an additional user account to access your information on such websites. In any case, you will be responsible for creating additional user accounts to access the websites that allow you to create additional accounts to access your information.
Unless explicitly stated otherwise in this Agreement, the Parties will have no further obligations to the other Party upon the termination, cancellation or expiration of the Agreement except you will pay Merchant Centric all fees incurred and owing through the date of termination, cancellation or expiration within thirty (30) days of termination, cancellation or expiration of the Agreement.
- Your Information & Conduct
You shall be responsible for the accuracy, quality and legality of any information that you supply to us and for the means by which you acquired such information. You represent and warrant that (i) your information does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights or rights of publicity and privacy, (ii) you will use the Service in compliance with all applicable federal, state and local laws, regulations and rules including, without limitation the CAN-SPAM Act 2003. You agree not to engage in any of the following prohibited actions: (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ii) interfering with the proper working of the Service; (iii) bypassing the measures that we may use to prevent or restrict access to the Service; or (iv) transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.
- Email Alerts
You may receive periodic emails containing information as part of the Service and the types of these emails may vary depending upon your use of or the level of fees you pay for the Service. Such emails may contain information about how you can elect to stop receiving these types of emails or a feature of the Service may permit you to stop receiving these types of emails. You are always free to exercise any options we make available to you to stop receiving these types of emails but you acknowledge that exercising such option may limit the information provided by the Service.
- Anonymous Data Collection
- Warranty Disclaimer
THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND YOU AGREE TO USE IT AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. WE MAKE NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF SERVICE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
ALL MARKETING DECISIONS WILL BE MADE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT WE MAY PROVIDE RECOMMENDATIONS AS TO MARKETING STRATEGIES AND ACTIONS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL DECISIONS OF WHETHER OR NOT TO ACCEPT A RECOMMENDATION WILL BE MADE BY YOU. WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MARKETING DECISIONS MADE BY YOU REGARDLESS OF WHETHER OR NOT YOUR DECISION WAS BASED ON RECOMMENDATIONS, REPORTS OR OTHER INFORMATION PROVIDED TO YOU BY US.
AS PART OF THE SERVICE, WE COLLECT AND COMPILE INFORMATION FROM MULTIPLE THIRD-PARTY RESOURCES WITH VARYING DATA QUALITY. WE DO NOT ATTEMPT TO INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY, AUTHENTICITY OR APPROPRIATENESS OF THE INFORMATION THAT WE COLLECT AND SUPPLY. ACCORDINGLY, THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. ANY USE OR RELIANCE UPON THE INFORMATION BY YOU SHALL BE AT YOUR OWN RISK.
You hereby acknowledge the above disclaimers, and unconditionally and irrevocably release and forever discharge us, of and from all, and all manner of, actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, claims, and demands whatsoever in law or equity, which you ever had, now have, or shall, or may have for or by reason of any matter, cause, or thing whatsoever arising out of the use of the Service. If you are a California resident, you hereby waive the provisions of Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
- Limitation of Liability
Merchant Centric agrees to indemnify you, defend you and hold you harmless from and against any actions, claims, losses, damages or other liabilities, including but not limited to, attorney fees (each a “Claim” and collectively “Claims”) arising out of, or in connection with (i) Merchant Centric’s breach of any representation, warranty, covenant, obligation, or agreement as set forth in the Agreement; or (ii) any claims or allegations that Services and/or your use of Services infringes upon any intellectual property or related rights of any third party, unless such Claim arises from your gross negligence or willful misconduct.
- Basis of the Bargain
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
- Merchant Centric’s Warranties
Merchant Centric hereby represents and warrants as follows: (i) Merchant Centric has full power and authority to enter into this Agreement and to perform its obligations under this Agreement, and that the execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate action on the part of Merchant Centric; (ii) Merchant Centric will comply with all applicable laws relating to the performance of its obligations under this Agreement and provision of the Services; (iii) Merchant Centric’s execution, delivery and performance of this Agreement, will not constitute a violation of any judgment order or decree binding on Merchant Centric; a breach under any contract by which Merchant Centric is bound; or an event that with notice or lapse of time, or both, constitute such a breach.
- Independent Contractors
The parties are independent contractors of the other and will so represent themselves in all regards. No party is the agent of the other and no Party may bind the other in any way. The Parties agree that no employee, agent, or contractor of Merchant Centric is an employee of yours (and vice versa). Nothing contained in this Agreement is construed or considered by the Parties or by any third party to create the relationship of principal and agent, partnership or joint venture, employer-employee or to create any association between Merchant Centric and you or the other Party’s respective agents, employees, representatives, or contractors, except as described herein. The supervision, management, payment of all salaries, provision of meal and rest periods, provision of work-related supplies and expenses, compensation, withholding taxes, unemployment insurance premiums, health and welfare benefits or similar charges associated with the employment of Merchant Centric’s employees shall be the sole responsibility of Merchant Centric (and vice versa). Merchant Centric agrees to indemnify and hold harmless you and your employees, agents, contractors, officers, directors, shareholders, parents, subsidiaries, affiliates, and representatives, from any and all Claims related to the foregoing.
Any notices or other communications given hereunder shall be in writing and shall be deemed to have been duly given (i) on the date delivered if delivered by personal delivery or by overnight service (such as FedEx), or (ii) on the third (3rd) business day after mailing via U.S. registered or certified mail, first class, postage prepaid. Any notice or other communications given hereunder shall be addressed as follows; provided that either Party may specify a different address by written notice to the other Party in accordance with this Section:
Attn: Connie Shelton, Chief Client Success Officer
31365 Oak Crest Dr., Ste. 100
Westlake Village, CA 91361