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Standard Terms & Conditions for ReachDynamics

Last Updated: May 28, 2015

The following terms and conditions (the “Terms & Conditions”) for ReachDynamics, LLC, describes the terms on which a user may access and use ReachDynamics’ services. In order to become a ReachDynamics user, you must read and accept the Terms & Conditions.

We reserve the right to modify the Terms & Conditions at any time, and without prior notice, by posting amended terms on this website. Your continued use of ReachDynamics’ services indicates your acceptance of the amended Terms & Conditions.

Definitions

  • Ad– Means any ad promoting the products and/or services of the Client.
  • Client– Means a user that signs up for an advertiser profile. If a user is participating in or using the ReachDynamics’ Service on behalf of a company, organization or other entity, then “you,” “your” or “Client” includes the user and such entity.
  • Client Content– Means images, graphics, text, data, link or other objects supplied by the Client to ReachDynamics for inclusion in the Ads.
    ReachDynamics’ Account – Means one or more user accounts on the ReachDynamics’ platform.
  • ReachDynamics’ Network– Means the network of publishers, ad networks and ad exchanges that ReachDynamics uses for the display of Ads.
  • ReachDynamics’ Platform– Means the ReachDynamics’ website and all the tools and capabilities the Client has access to, including managing campaigns.
  • ReachDynamics’ Service– Means access to and use of the ReachDynamics’ Platform and ReachDynamics’ display targeting and retargeting services.
  • ReachDynamics Technology– Means technology that allows ReachDynamics to target and retarget users and display Ads to them.
  • Insertion Order– Means an order for services placed by the Client outside of services launched by the Client themselves using the ReachDynamics Platform. Insertion Orders will include the type of service chosen, the duration of the service, the budget, the price and any other particular condition.

Setting up the Service

The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the Terms & Conditions. The Client commits to comply with the technical requirements for use of the ReachDynamics’ Technology. The Client represents that the Client is authorized to accept the Terms & Conditions and grant all permissions and licenses in the Terms & Conditions.

Display of the Banners

The Client acknowledges and accepts that (1) the Ads are displayed on websites in the ReachDynamics Network in accordance with the results of the ReachDynamics’ Technology, (2) that ReachDynamics has full discretion as to where and how often the Ads will be displayed within the ReachDynamics’ Network, and (3) that the Ads may be displayed next to direct or indirect competitors’ Ads. ReachDynamics reserves the right to make changes to the ReachDynamics’ Technology without notice or compensation to the Client and or for any reason to cease the display of the Ads. ReachDynamics uses best efforts not to display Ads on websites which contain objectionable content. In the event Client notifies ReachDynamics in writing that the Ads are being displayed on such websites, ReachDynamics will promptly remove the Ads.

Reporting & Controls

ReachDynamics measures the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through its web interface, Client may access those statistics. The statistics are updated real time. To access these measurements, ReachDynamics grants the Client access to the ReachDynamics Platform.

The ReachDynamics Platform provides the Client with control in making adjustments to their account and campaigns. Any modifications made by the Client, or at the Client’s direction, in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client or at the Client’s direction will be included in the Client’s regular bill and/or invoice from ReachDynamics.

Invoicing and Payment

Setting up an Account with ReachDynamics is free of charge. ReachDynamics has no required minimum spend for use of the ReachDynamics Technology. All charges and invoices will be based on ReachDynamics’ measurements and tracking and not based upon those of Client or any other party. For accounts that have been set up using a credit card, ReachDynamics’ will charge Client once their account billing threshold has been reach (all new Clients start with a billing threshold of $25) or every thirty days  (30), whichever occurs first.

All payments to ReachDynamics will be made in United States Dollars, unless otherwise agreed to, and are quoted exclusive of any value added tax which is payable at the time and in the manner required by law.

ReachDynamics may offer a promotional credit for first-time Clients. Once this promotional credit is used, Client may continue to use the ReachDynamics’ Service by placing a credit card on file which shall be used to pay any future invoices.

Intellectual Property

Neither Party acquires any intellectual property right as a result of the Ad display on the ReachDynamics Network and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. ReachDynamics is sole owner of the data collected from the Ad as a result of the ReachDynamics’ Technology. The Client acknowledges that ReachDynamics has the perpetual right to use and disclose data derived from Client’s use of the ReachDynamics’ Service (i) as part of its business operations, as long as the use/disclosure of the data does not directly and individually identify the Client and/or users, (ii) to operate, manage, test, maintain and enhance the ReachDynamics’ Service, ReachDynamics’ Technology and other ReachDynamics products, programs and/or services, and (iii) if required by court order or law.

Warranties

ReachDynamics gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the ReachDynamics’ Technology, the ReachDynamics’ Network or any service provided under this Agreement. The Client warrants and represents to ReachDynamics that: (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Ad to ReachDynamics for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the Ad is displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client will defend, indemnify, and hold ReachDynamics harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.

Liability

ReachDynamics is not liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. ReachDynamics has no liability for any failure or delay resulting from any event beyond the reasonable control of ReachDynamics including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, ReachDynamics’ liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and will not exceed the amount corresponding to the last month invoiced to the Client.

Personal Data

The Client acknowledges and accepts to insert the ReachDynamics’ code and tags on its webpages. Except as otherwise provided for in these Terms & Conditions, any personally identifiable data received by ReachDynamics via the tags inserted on Client webpages will be used for performing the service and for no other purpose. ReachDynamics will collect and use data in accordance with all applicable laws and regulations, including but not limited to laws governing privacy and data protection. The Client must include on its website(s), a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file as well as any additional notice required to comply with applicable law and industry self regulation. These cookies allow the ReachDynamics’ Technology to serve Ads.

Term and Termination

This Agreement applies from the date of the creation of an ReachDynamics’ Account and expires upon the cancellation of the Client’s ReachDynamics’ account either at the Client’s request or by ReachDynamics at its sole discretion.

Confidentiality

Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.

No Assignment
The Client may not without ReachDynamics’ prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.

Governing Law

These Terms & Conditions are governed by and construed in accordance with the laws of the State of Missouri without regard to conflict of laws principles.

Miscellaneous

  • The parties acknowledge and accept that electronic format is an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
  • The Terms & Conditions constitute the complete and entire agreement between the parties and supersedes any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
  • If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability will have no effect the other provisions of this agreement which will remain in full force and effect.
  • In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.

General Information

Please send any questions or comments, or report violations of this Terms of Service to:
ReachDynamics, LLC.
911 Washington Ave, Suite 846
St. Louis, MO 63101

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