Listings Management Product Terms

ReachLocal Australia Pty Limited (trading as LocaliQ)
Marketing Services Terms & Conditions
Listings Management Product Terms
Last Modified: 12 September 2023

IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “LISTINGS MANAGEMENT TERMS”) PERTAINING TO ReachLocal Australia Pty Limited (trading as LocaliQ) LISTINGS MANAGEMENT SERVICE (THE “SERVICE”). THESE LISTINGS MANAGEMENT TERMS ARE REFERRED TO IN THE LOCALIQ MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES THIS SERVICE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE LISTINGS MANAGEMENT TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE LISTINGS MANAGEMENT TERMS AND THE MARKETING SERVICES TERMS AND/OR ORDER FORM, THE LISTINGS MANAGEMENT TERMS WILL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE LISTINGS MANAGEMENT TERMS AT ANY TIME. WE WILL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES WILL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES WILL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES THIS SERVICE.

Terms not defined herein will have the meaning set forth in the Marketing Services Terms.

1. Description.

The Service provides a Platform for you to manage your business information, keep your content up to date on key local listings and top local directories that are included in the version of the Service you have purchased (each such third party, a “Service Partner”) and delivers regular audits and reporting. The Platform also serves as a hub for you to respond to user reviews posted on synced listings or directories. Specific Service Partners included in the Service are subject to change from time to time at LocaliQ’s sole discretion.

2. Fees.

You agree to pay the amounts set forth on the Order Form and/or the sign-up page. Your “billing period” will be specified by LocaliQ at the time of registration for the Service, though LocaliQ reserves the right to change the term of future billing periods at any time. If you signed up for the Service as part of a promotion, please refer to the terms of such promotion to determine the pricing and details of such promotion.

3. Term.

The Service shall continue through the completion of the initial number of Cycles set forth on the Order Form (the “Initial Term”). Thereafter, the Service will automatically renew for 6 or 12 Cycle terms (each a “Renewal Term”), unless you provide notice of cancellation as set forth below. In the event of a promotion, the duration of the promotional term will be considered the “Initial Term” and the period remaining in the 6 or 12 Cycle term after the promotional term will be considered a “Renewal Term.” Each “Cycle” of the Service consists of 30 days.

4. Limitations.

You acknowledge and agree that (i) all content submitted for the Service will be subject to the Service Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Service Partner at any time in its sole discretion, or modified at any time to comply with such policies, (ii) LocaliQ does not guarantee that any listings management content will be displayed on any Service Partner’s site, and (iii) the appearance and/or location of any listings management content placement may change at any time, and (iv) the posting or updating of your content on Service Partners’ sites may be delayed for reasons beyond LocaliQ’s control. NEITHER LOCALIQ NOR ITS LICENSORS WILL HAVE ANY LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE SERVICE PARTNER SITES, FOR ANY DECISION BY A SERVICE PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY YOU, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE, WHETHER OR NOT SUCH ACTION IS TAKEN BY THE SERVICE PARTNER IN ACCORDANCE WITH ITS APPLICABLE TERMS, CONDITIONS OR OTHER POLICIES.

5. Use of the Service.

License. LocaliQ hereby grants you a limited, non-exclusive, non-transferable right and license to access and use the Service solely in connection with your legitimate business needs. This license will terminate upon the cancellation or termination of your subscription, in which case you will immediately cease any further use of the Service.
Ownership. All intellectual property rights in and to the Service are and will inure to LocaliQ and/or its various third party licensors and partners. Nothing herein will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any LocaliQ trademark displayed on the LocaliQ service without LocaliQ’s prior written consent. The appearance of any third-party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.
Usage Restrictions. Your use of the Service is limited solely to those rights granted in Section 5(a). You will not copy, prepare derivative works, decompile or reverse engineer the Service. You will not remove any trademark, copyright, or other proprietary right notices which appear on the Service. In addition, you will not use the Service for any unlawful or fraudulent purpose including, but not limited to: (i) impersonating any person or entity, (ii) harvesting or collecting any personal information in violation of applicable law or (iii) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation. You acknowledge and agree that (A) all content submitted for the Service will be subject to the Service Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Service Partner at any time in its sole discretion, or modified at any time to comply with such policies, (B) LocaliQ does not guarantee that any listings management content will be displayed on any Service Partner site, and (C) the appearance and/or location of any listings management content placement may change at any time.
License to Your Content. You hereby grant to LocaliQ and its licensors in connection with the Service a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of LocaliQ or its licensors’ business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardise formats) any and all listing content and other content that is provided by or on behalf of you in connection with your use of the Service. LocaliQ may sublicense this right to any Service Partners and other online partners. This license will survive any termination or expiration of this Agreement.
Removal. Because of the interconnected nature of Service Partner sites with other web sites and services, your content posted to such sites may be difficult to remove. For example, your content that is removed from a Service Partner site may persist on other web sites (including end-user web pages) or may be cached in search engine indexes. Accordingly, although LocaliQ will use commercially reasonable efforts to remove your content from Service Partner sites when requested by you, LocaliQ cannot guarantee such removal.
Platform Providers. LocaliQ may use one or more third party providers in order to offer the Services described hereunder, including as a source of record for your business listing information. Each such third party provider expressly disclaims any express and implied warranties and excludes all liabilities to the fullest extent permitted under applicable law. In addition to coverage under Section 14 of the Marketing Services Terms, each such third party will also be deemed to be an intended third party beneficiary of these Product Terms. Further, Service Partners may make your business information available to their data customers.

6. Review Monitoring.

To the extent included in your listings Service, review monitoring services (“Review Monitoring Services”) collects reviews with respect to your locations from the Service Partner sites (“Reviews”) and allows you to access and respond to your Reviews on through the Service. By ordering the Review Monitoring Service, you (a) authorise us to use your content and location data to search the Service Partner sites and to find and manage your content and location data on the Service Partner sites, using any tools available; (b) acknowledge that publicly available content (including user content) is gathered by the Review Monitoring Service from various websites and is stored and used to provide the Review Monitoring Service and agree that you are requesting us as your agent to aggregate and present you the Reviews, including any content and location data associated therewith and any customer and/or user information included therein, including any personally identifiable information of such parties; and (c) our possession and use of the Reviews on your behalf to deliver the Services will not violate any agreement or applicable laws, rules and regulations. The Review Monitoring Service is provided solely on an as-is basis and may not capture all reviews provided on the Service Partner sites. You further acknowledge and agree that you will not use the Review Services to violate any policies and laws, including those related to (i) unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement, child protective email address registry laws or the advertisement of regulated products or services, including those subject to the Health Insurance Portability and Accountability Act and regulations thereunder, (ii) advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services, (iii) false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards, or (iv) lotteries, sweepstakes, contests and promotions or laws that govern the collection of donations and charitable giving.

7. Special Terms – Facebook.

If content is placed on your existing Facebook business page as part of the Service, you hereby agree to, and agree to comply with (and to ensure that all content that you provide to LocaliQ with respect to such Facebook listing complies with) Facebook’s then-current “Statement of Rights and Responsibilities” (currently located at https://www.facebook.com/legal/terms) and any other applicable terms and conditions and policies of Facebook (collectively, the “Facebook Terms”). Any actual or alleged failure of you, or of any of your content, to comply with the Facebook Terms will constitute a material breach of this Agreement, and LocaliQ will have the right to immediately suspend provision of the Facebook listing until such failure is cured by you and/or, if directed by Facebook, to terminate the provision of the Facebook listing to you. In addition to your indemnity obligations set forth in the Marketing Terms, you will defend, indemnify and hold harmless LocaliQ and its licensors from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorneys’ fees and expenses) arising from or related to any asserted breach of the Facebook Terms by you and/or the content of any of your Facebook pages.

Last updated on September 12, 2023