REACH

Site and System Terms and Conditions and Privacy Policies

Last Updated: 5.3.2021

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”, and “Privacy Policies”) carefully before using https://reach-influencers.com/ (the “Site”) or the System (defined below) operated by REACH (defined below).

REACH operates the Site and the proprietary lead search system, lead management system, and performance tracking system, to which REACH owns the exclusive rights and all intellectual property (“System”), to which access may be purchased and consummated by the execution of a License Master Agreement (businesses) or REACH’s Influencer Terms and Conditions (influencers). This page informs you of our policies regarding the collection, use and disclosure of Personal Information we receive from users of the Site/System.

Your access to and use of the Site/System is conditioned on your acceptance of and compliance with these Terms and Conditions. These Terms apply to all visitors, users, Subscribers, and others who access or use the Site/System.

By accessing or using the Site/System you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions then you may not access the Site or the System.

Definitions

  • “Agreement” means these Terms and Conditions and any additional terms Subscriber agrees to or any signed License Agreement, contract, agreement, or other binding document that references these Terms and Conditions, including all addendums and amendments thereto and hereto.
  • “Privacy Policies” are contained in Sections 14 thru 21 of these Terms and Conditions.
  • “REACH” means Reach Influencer Marketers Limited Liability Company, a Kentucky limited liability company.
  • “Services” means the services, including access to REACH’s System and the Deliverables, supplied by REACH to the Subscriber.
  • “Subscriber” encompasses entities and individual that have agreed to these Terms and Conditions and/or signed an Agreement with REACH as either an Business (Licensee) or Influencer.
  • “System” means REACH’s proprietary lead search system, lead management system, and performance tracking system, to which REACH owns the exclusive rights and all intellectual property.

1. Links To Other Web Sites

1.1 Our Site/System may contain links to third-party web sites or services that are not owned or controlled by REACH.

1.2 REACH has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that REACH 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 use of or reliance on any such content, goods, or services available on or through any such third-party web sites or services.

1.3 REACH strongly advises you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

2. Independent Contractor / SaaS App Provider

REACH is a software as a service (SaaS) provider, which grants a limited license to REACH’s System. Subscriber is engaging REACH as an independent contractor for the purposes of obtaining a limited license for the use of REACH’s System. REACH is not an employee, subsidiary, or otherwise of Subscriber.

3. Ownership

3.1 REACH represents that it is the sole owner of all right, title, and interest in all information, data, content, software, or other intellectual property contained in the System; that it has the full right and authority to grant this License and that neither this License nor performance under this Agreement does or shall conflict with any other agreement or obligation to which REACH is a party or by which it is bound.

3.2 The System and updates of the System are proprietary to REACH, and title thereto remains exclusively in REACH. All applicable common law and statutory rights in the System and updates of the System, including, but not limited to, rights in confidential and trade secret material, trademarks, service marks, patents, and copyrights, shall be and will remain the property of REACH. Licensee shall have no right, title, or interest in such proprietary rights. REACH shall be entitled to all remedies provided under the Kentucky Uniform Trade Secrets Act (KRS 365.880 et seq.) and/or the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836, et seq.) for the protection of such trade secrets, including attorneys’ fees and costs.

4. Indemnity

4.1 Subscriber agrees to defend and hold REACH harmless in any suit or court action brought against Licensee or REACH for any and all claims, losses, costs, expenses, and attorneys’ fees resulting from the solicitation or contracting by Subscriber from use of the System. Further, Licensee shall indemnify REACH against any and all claims, losses, costs, expenses, and attorneys’ fees, which REACH may incur as a result of claims in any form by third parties arising from Licensee’s acts, omissions, or misrepresentations. In the event any such claim arises, REACH has the right to control the defense and settlement of any such claim, except that REACH shall not enter into any settlement that affects Subscriber’s right or interest without the Subscriber’s prior written approval. Subscriber shall have the right to participate in the defense at its expense.

4.2 Licensee shall indemnify REACH to the fullest extent permitted by law in effect on the date hereof, or as such laws may from time to time be amended. REACH shall be entitled to indemnification if it is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, or investigative in nature, by reason of any actions taken or not taken by REACH in connection with any obligation under this Agreement. REACH shall be indemnified against all expenses (including attorneys’ fees), costs, judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by it in connection with such action, suit, or proceeding (including, but not limited, to the investigation, defense or appeal thereof).

5. Limitation on Liability

5.1 REACH disclaims any and all liability for special, incidental, or consequential damages (including loss of profit) arising out of the use, operation, or support of the Site or System or any update of the Site or System, even if REACH has been apprised of the possibility of such damages. REACH’s liability for damages shall be limited to the amount for services contemplated in any payment structure then in effect under any License Agreement.

5.2 Any mistakes, accidents, omissions, interruptions, delays errors or defects in transmission of the Site or System which are caused or contributed to, directly or indirectly, by an act or omission of the Subscriber or other, shall not result in the imposition of any liability upon REACH and Licensee shall pay to REACH any and all costs, expenses, damages, fees, and penalties incurred by Licensee as a result thereof, including costs of a local exchange company, labor and materials.

5.3 Notwithstanding any other provisions contained in these Terms and Conditions, the Subscriber or user shall assume responsibility for compliance with applicable state and federal law, including but not limited to the contracting and advertising pursuits made pursuant to leads found using the Site or System.

5.4 REACH cannot and does not guarantee the profitability or subjective or objective success of any marketing campaigns, influencer arrangements, or otherwise which results from use of the Site or System. The System exists merely to foster and broker arrangements between Subscriber and potential social media influencers. REACH does not offer insight as to marketing, nor create, implement, or otherwise manage marketing efforts by Licensee or by any influencer.

6. Confidentiality

6.1 All information contained in or relating to this Agreement, the System, and Appendices are “Confidential Information”. Each party agrees that it will maintain the confidentiality of any proprietary information that it may obtain regarding the other by operation of this Agreement and will not, without the prior written consent of the other party, disclose any such Confidential Information to any person who is not an employee, attorney, accountant, or financial advisor of the disclosing party or utilize any such information for any purpose other than related to this Agreement. Without limiting the generality of the foregoing, REACH shall maintain confidential any and all information of or relating to Subscriber. Accordingly, without limiting the generality of the foregoing, REACH will not compile, buy, sell, rent or trade such information or other information concerning or relating to Subscriber without Subscriber’s express written consent, unless Licensee has breached the Agreement.

6.2 Notwithstanding the confidentiality provisions of Section 6.1, Subscriber hereby grants REACH the right to use Subscriber’s trade name(s) and service mark(s) for the limited purpose of REACH’s marketing efforts, which may include, but is not limited to, enumerating Subscriber on the REACH website and its other platforms as a Subscriber.

7. Cancellation

7.1 A Subscriber who is a Licensee may only cancel this Agreement in accordance with any License Agreement which it entered into with REACH. Any Influencer who does not wish to continue using the Site or System may terminate his/her account by contacting REACH.

7.2 REACH may terminate or suspend access to it Site or System immediately, without prior notice or liability, for any reason whatsoever, including without limitation if Subscriber breaches these Terms and Conditions.

8. Phone Calls

When Subscriber is in contact with REACH by phone, the call may be monitored or recorded for quality assurances purposes. Subscriber’s continued participation in any telephone conversation serves as express consent to be monitored or recorded.

9.0 Future Services

Future services performed for Subscriber will utilize all provisions of this Agreement unless a new Agreement is established.

10. Modification

Occasionally REACH may make changes to the System, Site, services, products, and this Agreement at any time by reasonable notice, including without limitation by posting revised terms on its Site, which amended terms and conditions shall be binding upon Subscriber. Subscriber’s access or continued use of REACH’s services and products subsequent to such a change will signify Subscriber’s assent to be bound by such changes. Subscriber is responsible for periodically reviewing the Site to review the current Terms and Conditions.

11. No Assignment

Subscriber may not assign any Agreement or its rights and obligations under any Agreement or Terms and Conditions.

12. Survivability

All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. No Waiver of Rights

If Subscriber breaches this Agreement, the delay or failure of REACH to enforce any rights under this Agreement shall not be deemed a waiver of any such rights. The rights and remedies of the parties, as set forth in this Agreement, are not exclusive and are in addition to any other rights and remedies provided by law.

14. Information Collection And Use

We use your Personal Information only for providing and improving the Site/System. By using the Site/System, you agree to the collection and use of information in accordance with this policy. While using our Site/System, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to your name, email address, phone number, address, and GPS location (“Personal Information”). This information may be disclosed to authorized parties if required by law or a government agency.

15. Log Data

Like many website/system operators, we collect information that your browser sends whenever you visit our Site/System (“Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Site/System that you visit, the time and date of your visit, the time spent on those pages and other statistics. In addition, we may use third party services such as Google Analytics or other related tools that collect, monitor and analyze this Log Data for remarketing services to advertise REACH.

16. Communications

We may use your Personal Information to contact you via email or other methods with newsletters, marketing or promotional materials and other information.

17. Cookies

Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web Site/System and stored on your computer’s hard drive. Like many Site/Systems, we use “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Site/System.

18. Security

The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.

19. Changes to Privacy Policies

These Privacy Policies are effective as the date first listed above and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page. REACH reserves the right to update or change our Privacy Policies at any time and you should check these Privacy Policies periodically. Your continued use of the Site/System after we post any modifications to the Privacy Policies on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policies. If we make any material changes to this Privacy Policy, we will notify you either through the email address you have provided us, or by placing a prominent notice on our Site/System.

20. Contact Us

If you have any questions about this Privacy Policy, please contact us via https://reach-influencers.com/contact-us/.

21. Authorization

By electronically or physically signing, I attest that I have read, understand, and agree to these Terms and Conditions.

Influencer Terms and Conditions

Last Updated: 5.3.2021

1. Access of Influencer to System

By signing these Terms and Conditions (“Agreement”), Influencer (i.e. any individual or entity accessing the System with intent, or knowledge of the likelihood, that so doing may result in a business relationship wherein social media or direct marketing is performed on behalf of another (“Licensee”)) indicates authorization of, and agreement with, these Terms and Conditions.

 

2. Ownership

2.1 REACH represents that it is the sole owner of all right, title, and interest in all information, data, content, software, or other intellectual property contained in the System; that it has the full right and authority to grant this License and that neither this License nor performance under this Agreement does or shall conflict with any other agreement or obligation to which REACH is a party or by which it is bound.

2.2 The System and updates of the System are proprietary to REACH, and title thereto remains exclusively in REACH. All applicable common law and statutory rights in the System and updates of the System, including, but not limited to, rights in confidential and trade secret material, trademarks, service marks, patents, and copyrights, shall be and will remain the property of REACH. Influencer shall have no right, title, or interest in such proprietary rights. REACH shall be entitled to all remedies provided under the Kentucky Uniform Trade Secrets Act (KRS 365.880 et seq.) and/or the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836, et seq.) for the protection of such trade secrets, including attorneys’ fees and costs.

2.3 REACH further retains all ownership and rights of broker to business relationships, including without limitation those formed between Influencer and Influencer, pursuant to use of the System, which rights shall indefinitely survive the termination of this Agreement and which right Influencer will not intentionally or recklessly interfere with or allow the circumvention thereof.

3. Indemnity

3.1 Influencer agrees to defend and hold REACH harmless in any suit or court action brought against Influencer or REACH for any and all claims, losses, costs, expenses, and attorneys’ fees resulting from the solicitation or contracting by Influencer from use of the System. Further, Influencer shall indemnify REACH against any and all claims, losses, costs, expenses, and attorneys’ fees, which REACH may incur as a result of claims in any form by third parties arising from Influencer’s acts, omissions, or misrepresentations. In the event any such claim arises, REACH has the right to control the defense and settlement of any such claim, except that REACH shall not enter into any settlement that affects Influencer’s right or interest without the Influencer’s prior written approval. Influencer shall have the right to participate in the defense at its expense.   

3.2 Influencer shall indemnify REACH to the fullest extent permitted by law in effect on the date hereof, or as such laws may from time to time be amended. REACH shall be entitled to indemnification if it is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, or investigative in nature, by reason of any actions taken or not taken by REACH in connection with any obligation under this Agreement. REACH shall be indemnified against all expenses (including attorneys’ fees), costs, judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by it in connection with such action, suit, or proceeding (including, but not limited, to the investigation, defense or appeal thereof).

4. Limitation on Liability

4.1 REACH disclaims any and all liability for special, incidental, or consequential damages (including loss of profit) arising out of the use, operation, or support of the Site or System or any update of the Site or System, even if REACH  has been apprised of the possibility of such damages. REACH’s liability for damages shall be limited to the amount for services contemplated in any payment structure then in effect under any License Agreement.

4.2 Any mistakes, accidents, omissions, interruptions, delays errors or defects in transmission of the Site or System which are caused or contributed to, directly or indirectly, by an act or omission of the Influencer or other, shall not result in the imposition of any liability upon REACH and Influencer shall pay to REACH any and all costs, expenses, damages, fees, and penalties incurred by Influencer as a result thereof, including costs of a local exchange company, labor and materials.

4.3 Notwithstanding any other provisions contained in these Terms and Conditions, the Influencer or user shall assume responsibility for compliance with applicable state and federal law, including but not limited to the contracting and advertising pursuits made pursuant to leads found using the Site or System. 

4.4 REACH cannot and does not guarantee the profitability or subjective or objective success of any marketing campaigns, influencer arrangements, or otherwise which results from use of the Site or System. The System exists merely to foster and broker arrangements between Influencer and potential social media influencers. REACH does not offer insight as to marketing, nor create, implement, or otherwise manage marketing efforts by Influencer or by any influencer.

5. Confidentiality

5.1 All information contained in or relating to this Agreement, the System, and Appendices are “Confidential Information”. Each party agrees that it will maintain the confidentiality of any proprietary information that it may obtain regarding the other by operation of this Agreement and will not, without the prior written consent of the other party, disclose any such Confidential Information to any person who is not an employee, attorney, accountant, or financial advisor of the disclosing party or utilize any such information for any purpose other than related to this Agreement. Without limiting the generality of the foregoing, REACH shall maintain confidential any and all information of or relating to Influencer. Accordingly, without limiting the generality of the foregoing, REACH will not compile, buy, sell, rent or trade such information or other information concerning or relating to Influencer without Influencer’s express written consent, unless Influencer has breached the Agreement.

5.2 Notwithstanding the confidentiality provisions of Section 5.1, Influencer hereby grants REACH the right to use Influencer’s trade name(s) and service mark(s) for the limited purpose of REACH’s marketing efforts, which may include, but is not limited to, enumerating Influencer on the REACH website and its other platforms as a Influencer.

 

6. Cancellation

REACH may terminate or suspend access to it Site or System immediately, without prior notice or liability, for any reason whatsoever, including without limitation if Influencer breaches these Terms and Conditions.

7. Miscellaneous 

7.1 Amendments. Occasionally REACH may make changes to the System, Site, services, products, and this Agreement at any time by reasonable notice, including without limitation by posting revised terms on its Site, which amended terms and conditions shall be binding upon Influencer. Influencer’s access or continued use of REACH’s services and products subsequent to such a change will signify Influencer’s assent to be bound by such changes. Influencer is responsible for periodically reviewing the Site to review the current Terms and Conditions. 

7.2 Assignment. Influencer shall not assign any rights and/or obligations under this Agreement without REACH’s prior written consent.

7.3 No Warranties. REACH MAKES NO EXPRESS WARRANTY OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES OTHER THAN EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. 

7.4 Gramm-Leach-Bliley Act. The parties will substantially comply with the Gramm-Leach-Bliley Act, 15 U.S.C. sections 6801 through 6810 and Regulation P, 16 C.F.R. Part 313 and will keep confidential all  nonpublic personal information received or obtained from any vendor or Influencer or party in accordance with the provisions of the Act and Regulation. In particular, REACH may use Influencer’s non-public information it receives or obtains from Influencer only for the purpose which the Influencer delivered such non-public information, and only for other purposes permitted under 16 C.F.R. §§ 313.14 and 313.15.

7.5 Arbitration. In the event the Parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act and in accordance with the American Arbitration Association Commercial Arbitration Rules then in effect, conducted by a single neutral arbitrator and administered by the American Arbitration Association in a location in Jefferson County, Kentucky and governed by the laws of the Commonwealth of Kentucky. Each Party consents to and waives any objection to personal jurisdiction and venue therein and further waives any right to have a jury participate in the resolution of any dispute. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees at the arbitration and any appellate levels. The Parties agree to arbitrate all disputes and claims in regard to this Agreement or any disputes arising as a result of this Agreement, including the arbitrability of any disputed matter. The Parties shall share equally in the cost of the arbitrator and any arbitration administrative costs, subject to the award of such costs and fees by the arbitrator against either Party. The Parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement. This provision shall exclude REACH’s right to seek any and all available remedies, whether in state court, federal court, or otherwise, for any alleged breach of Sections 2 (Ownership), 8 (Confidentiality), or other trade secret violations including, but not limited to, actions pursuant to the Kentucky Uniform Trade Secrets Act (KRS §§ 365.880 through 365.900) or the federal Defend Trade Secrets Act of 2016 (DTSA) (18 U.S.C § 1836, et seq.), including attorneys’ fees and costs.

7.6 Attorneys’ Fees. In the event that either party defaults in the performance or observance of any of the terms, conditions, covenants, or obligations of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorneys’ fees and expenses incurred by the prevailing party in securing compliance with this Agreement. If REACH turns this account over to an attorney for collection, Influencer shall be liable for collection costs, pre-judgment interest accumulating at 6% per annum from the date of Breach, interest at judgment date and accumulating thereafter at 6% per annum, and reasonable attorneys’ fees incurred. 

7.7 Governing Law and Venue. This Agreement is being executed and delivered in the Commonwealth of Kentucky and shall be construed and enforced in accordance with the laws of the Commonwealth of Kentucky. The Parties further agree that any conflict arising between the Parties requiring intervention of the courts will take place exclusively in the courts of Jefferson County, Kentucky.

7.8 Headings. The topical headings in this Agreement are inserted only a matter of convenience and reference, and do not affect, define, limit or describe the scope or intent of this Agreement. 

7.9 Relationship of Parties. The relationship of the parties hereto is strictly that of Influencer and Licensor and this Agreement shall not be construed as a joint venture or partnership. Influencer is not and shall not be deemed to be an agent or a representative of REACH, nor REACH an agent or representative of Influencer.

7.10 Severability. If any term, covenant, condition or provision of this Agreement shall to any extent be invalid or unenforceable, then the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and the remaining terms covenants, conditions and provisions of this Agreement shall remain in full force and effect. 

7.11 Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given or served when made in writing and delivered in person, or mailed by registered or certified mail, postage prepaid, to the party who is to receive such notice at the address specified above.  The addresses for notices and payments may be changed by either party at any time with written notice, mailed by registered or certified mail, to the other party.

7.12 Authorization. By electronically or physically signing, I attest that I have read, understand, and agree to these Terms and Conditions.

7.13 Controlling Document. This Agreement incorporates all terms, conditions, and agreements between REACH and Influencer. Should any ambiguity be discovered between the provisions of this Agreement and REACH’s Terms and Conditions, or otherwise, this Agreement shall govern