Hello! Please keep reading these important Terms. They apply when you buy a subscription or use any of our services. Speaking of which, thank you for your interest. We appreciate you (and your apparent love of legal terms).
Who are we? We are Thrive CRM Software, Inc., d/b/a Reach. We might call ourselves “Reach” (“We”, “Us” or “Our”).
Who are you? You are a customer, or you represent a customer, of our Reach Service (as defined below). So, you be “You” (or “Your”).
A few things You should know right away:
"Authorized User" means any of Your employees, consultants, contractors or agents authorized to access and use the Reach Service on behalf of Your business, in each case subject to such person's agreement to be bound by these Terms.
"Front End Code" means our user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages and source code, etc.
"Reach Materials" means any documentation, user guides, or other similar materials provided by Reach to You in connection with Your use of the Reach Service.
"Reach Service" means any of the Reach set of SaaS solutions that are developed, operated, and maintained by Reach (and its third party service providers) and that are subscribed to through an Reach branded or controlled website (or Reach partner website) that includes a link to or makes reference to these Terms. The definition of Reach Service does not include any separate Professional Services (as defined below) that may be purchased by You from Reach.
"Order Form" means any online or written subscription order form or contract for the Reach Service or for Professional Services submitted by You either during an online subscription process or separately signed by You and submitted to Reach, and any future purchase order, contract, or order form that makes reference to these Terms.
"PHI" means (i) "protected health information" as defined in 45 CFR § 160.103, and (ii) any other patient or health information protected by the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time ("HIPAA"), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the "HITECH ACT").
"Professional Services" means any implementation, training or other professional services provided by Reach to You pursuant to the terms of an Order Form.
"Subscription Term" means the use term for the Reach Service set forth on Your Order Form and any additional renewals of such term.
"Third Party Content" means the content, including software code and software-as-a-service offerings, that an Reach partner or other third party may bundle with the Reach Service, for a specific market or niche offering.
"Your Data" means registration information and other information relating to Your Authorized Users, and information relating to Your customers, contacts, business, marketing, and finances, and any similar data that You submit to the Reach Service.
2.1 Use Rights; Restrictions. Subject to these Terms, Reach grants to You during the Subscription Term the non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Users to access and use the Reach Service (and any Reach Materials provided to You) to allow You to perform contact management, automated marketing, lead tracking and other related business functions that the Reach Service is designed to perform, subject to the following restrictions: (i) Your use of the Reach Service may not be on behalf of third parties unless a separate agreement between You and Reach permits use of the Reach Service on behalf of Your clients (and in such case limited to use on behalf of clients for whom You have purchased access and use rights); (ii) except as expressly permitted herein or in a separate partner agreement between You and Reach, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Reach Service or the Reach Materials available to any third party; (iii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Reach Service or Reach Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Reach Service or Reach Materials in order to build a similar or competitive product or service; (iv) Your use of the Reach Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You (Reach may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level); (v) Your use of the Reach Service must not cause undue strain or stress on the Reach network through excessive API calls or other non-standard use; and (vi) Your use of the Reach Service must comply with the separate Reach Acceptable Use Policy posted on the Reach website (www.Reach.com) as updated by Reach from time to time.
2.2 Technical Support. During the Subscription Term, You will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources for the Reach Service that may be offered by Reach from time to time.
2.3 Intellectual Property Rights. You acknowledge and agree that Reach retains all proprietary rights in and to the Reach website (https://reachforagents.com/) which we may update from time to time. Reach also retains all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Reach Service and Reach Materials (including application development, business and technical methodologies, and implementation and business processes, used by Reach to develop or provide the Reach Service or Reach Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted to You under these Terms, You do not acquire any interest in the Reach Service or Reach Materials. You agree that Reach can use any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Reach Service or the Reach Materials without restriction or obligation to You.
2.4 Additional Restrictions. You are expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of Your authorized use of the Reach Service. Any replication or use of any aspect of the Front End Code or other Reach application or Professional Services for any purpose designed or intended to compete with Reach's solutions is strictly prohibited.
3.1 Ownership of Your Data. As between You and Reach, Your Data is and will remain Your property. You grant to Reach a non-exclusive right to use, copy, distribute and display Your Data solely in connection with Reach's operation of the Reach Service on Your behalf. You, not Reach, have sole responsibility for the accuracy, integrity, and reliability of Your Data, and Reach will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.
3.2 Protection of PHI. If You are a Covered Entity or Business Associate as defined in HIPAA, before You are eligible to process PHI in Your Reach application, You must first accept the Reach BAA, (https://reachforagents.com/legal/hipaa-compliance), and comply with its terms. Unless a valid BAA is in effect governing the use of Your Reach application, You are prohibited from using the Reach Service to process PHI.
3.3 EU Personal Data. As of May 25, 2018, if You have not executed the Reach Data Processing Addendum (“DPA”), You are prohibited from using the Reach Service to process data regulated by the General Data Protection Regulation of the European Union (GDPR).
3.4 Notification of Decreased Protection Standards Event. Reach agrees to promptly notify You if Reach becomes unable to satisfy its obligations under this Article III on Data Protection or Article V on Confidentiality.
4.1 Fees. The fees for the Reach Service and any additional Professional Services ("Fees") are set forth in the Order Form and are payable in advance, irrevocable and non-refundable except as set forth in the Order Form and these Terms. You agree to provide Reach with complete and accurate billing and contact information. Where payment by credit card is indicated in the Order Form, or You otherwise provide Reach with credit card information, You authorize Reach to bill such credit card (a) at the time that You order the Reach Service or other Professional Services set forth in the Order Form, (b) for any billing frequency otherwise established in the Order Form, and (c) at the time of any renewal, for the amount charged plus any applicable sales taxes for any renewed Subscription Term. If Reach, in its discretion, permits You to make payment using a method other than a credit card, Reach will invoice You at the time of the initial Order Form and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of Reach's invoice. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.
4.2 Taxes. You shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on Reach's net income) arising from the transactions described in these Terms, even if such amounts are not listed on an Order Form. To the extent You are exempt from sales or other taxes, You agree to provide Reach, upon request, with the appropriate exemption certificate.
4.3 Non-Payment; Other Suspension Rights. Reach may terminate the Reach Service if the billing or contact information provided by You is false or fraudulent. Reach also reserves the right, in its discretion, to suspend or cancel Your access and/or use of the Reach Service: (i) where any payment is due but unpaid under any Order Form or account associated with You and You have been requested but failed to promptly cure such payment failure; or (ii) in the event a dispute arises on Your account as to who at Your business has authority to act or manage Your account and Reach is not promptly provided with written instructions from the interested parties associated with Your account that fully resolves the dispute. You acknowledge and agree that it a dispute arises as to management of Your account, then (i) if the listed owner of the account is a corporation, limited liability company or other registered entity, Reach may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Your entity; or (ii) if the listed owner is a dba or sole proprietorship, or any other entity for which public records of control are not readily accessible online, Reach may assume that the person or entity that has been making payments on Your account has the authority to manage the account. You agree that Reach shall not be liable to You nor to any third party for any suspension or cancellation of the Reach Service resulting from Your non-payment of Fees or from a dispute as to the management rights to Your account.
5.1 Confidential Information. For purposes of this Agreement, confidential information shall include the business terms in the Order Form, Your Data, the Reach Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure ("Confidential Information"). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Reach will restrict its employees' access to Your Confidential Information to only those employees necessary as determined in Reach’s sole discretion to successfully provide the Reach Service. Reach may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Reach in connection with the performance of this Agreement. Except for personal information within Your Data which is at all times understood to be Confidential Information notwithstanding anything to the contrary in these Terms, Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
5.2 Credit Card Information. Reach agrees that it will retain and store any provided credit card information only for the minimum amount of time required for business, legal and/or regulatory purposes, and will use standard industry practices to protect such information from unauthorized access, disclosure or use.
5.3 Use of Names in Marketing. You may use Reach's name and credentials in an appropriate and acceptable manner for Your standard marketing promotions, provided that You agree to cease or alter such use at Reach's request where such use is contrary to Reach's branding policies, could cause any brand confusion in the market or is otherwise objectionable to Reach. Similarly, Reach may use Your business name in an appropriate and acceptable manner for standard marketing promotions, provided that Reach agrees to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.
6.1 Standard Term. Unless a different Term is specified in a signed Order Form between You and Reach, the Initial Term of Your subscription to an Reach Service will begin on the submission or execution of Your Order Form and shall continue on a month-to-month basis until the subscription is terminated as provided for in this Article 6.
6.2 Notice of Non-Renewal. Either party may terminate the Subscription Term to an Reach Service by providing prior written notice of non-renewal to the other party at least 30 days prior to the end of the then-current Subscription Term. Reach's termination rights are in addition to any termination or suspension rights it may have under these Terms or any incorporated policy.
6.3 Effect of Termination. Upon termination of the Subscription Term, all Fees then due and payable to Reach must be paid in full. Contingent upon its receipt of all such Fees, Reach will continue to make Your Data available for downloading for 30 days after the termination date. Following this 30-day grace period, Reach may remove Your Data from the production environment for the Reach Service. The provisions of these Terms which by their nature are intended to survive expiration or termination, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses, shall survive any termination.
7.1 Limited Warranties.
7.2 Reach Not Responsible for Third Party Content. The Reach Service may be bundled by third parties (including but not limited to Reach marketing or content partners) with Third Party Content designed to facilitate use of the Reach Service in certain market niches or to customize the Reach Service for use by certain categories of target customers. To the extent that You either purchase the Reach Service from such third parties or acquire the Third Party Content or configuration services from such third parties (even though You may purchase the core Reach Service directly from Reach), Reach does not warrant in any manner and will not be responsible for such Third Party Content and You agree to look solely to the relevant third party provider (and not Reach) if and to the extent that You have any complaints or issues relating to the Third Party Content or its interaction with an Reach Service.
7.4 Warranty Disclaimers. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, UNINTERRUPTED SERVICE OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT REACH SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO THE REACH SERVICE.
Indemnity. You agree to indemnify and hold Reach harmless from and defend Reach against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys' fees), that arise due to Your violation of law or breach of these Terms, including any losses that result from claims You make that are prohibited under any provision of these Terms, such as the Limitation of Liability section below, or any other section.
7.6 Limitation of Liability. IN NO EVENT WILL REACH BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN ADDITION, IN NO EVENT WILL REACH'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO REACH DURING THE SIX MONTH PERIOD PRECEDING THE ALLEGED LIABILITY EVENT.
Notices. Reach will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Account Owner. Account Owners may update their account information at any time by using their account settings. Any notice you are required or wish to provide to Reach may be provided to the contacts shown below under Contact Us.
Governing Law. The Services are provided by Reach from its offices in Vancouver, Canada. All matters relating to access to and use of the Services will be governed by the laws of the Province of British Columbia, BC, Canada.
Disputes. In the event of a dispute, we both agree to try settle the dispute through consultation and negotiation in good faith and a spirit of mutual cooperation. We may also agree to use some form of non-binding alternative dispute resolution, such as mediation. If we are unable to resolve the dispute within 60 days after it first arose, we will resolve the dispute by binding arbitration before a single arbitrator with relevant experience. The arbitration will be held in Vancouver, B.C. and will be administered by ICDR Canada ( www.icdr.org/icdrcanada ) in accordance with its Canadian Expedited Procedures.
If you have any questions regarding the Services or these Terms, please contact us at: firstname.lastname@example.org or at the contact information shown below. We will make every effort to answer your questions.
Thrive CRM Software Inc.
SUITE 201 - 3053 EDGEMONT BLVD
North Vancouver, BC
V7R 2N5 Canada