ReachNotes

Terms of Service

THE FINE PRINTThe Agreement governs the provision by ReachNotes to the Customer of access to the web-based service described at www.ReachNotes.com, as it may be updated from time to time at ReachNotes’s sole discretion (the “Service”).
1. ReachNotes Service.
1.1 Subscriptions. Company and Customer may enter into one or more order forms (“Order Forms”) referencing this Agreement, according to which Customer may purchase a subscription to access and use the Service, subject to this Agreement (a “Subscription”). Each Order Form is deemed incorporated into this Agreement. ReachNotes will use commercially reasonable efforts to ensure the Service is fully available in all material respects on a 24/7 basis (subject to downtime for scheduled maintenance, emergency maintenance, and matters beyond ReachNotes reasonable control).
1.2 Access to the Service. During the term of a Subscription and subject to Customer’s compliance with the terms and conditions of this Agreement, ReachNotes shall provide Customer with non-exclusive access to the Service and grants Customer the right to access and use the Service solely for its business purposes.
1.3 Users. Access to the Service is made on an organization-wide basis, with no limit on the number of users (a “User”) which Customer may permit to access Customer’s account on the Service. Each User shall have unique log-in credentials, and Customer will ensure that Users maintain the confidentiality of their log-in credentials. Customer will be responsible for the acts and omissions of each User concerning the Service.
1.4 Professional Services. If applicable, ReachNotes and Customer may additionally agree upon the provision by ReachNotes of professional services relating to the implementation or other support of Customer’s use of the Service, as set forth in a Statement of Work referencing and governed by this Agreement (“Professional Services”).
2. Billing and Payments.
2.1 Pricing Structure. The pricing model for the Service has the following components: (i) an annual subscription fee (the “Subscription Fee”); and (ii) if applicable, fees for Professional Services (“Professional Service Fees” and together with Subscription Fees, “Fees”). Fees charged are as-described on the applicable Order Form and are not refundable.
2.2 Modifying Customer’s Subscription. Any changes to the Customer’s subscription shall be evidenced by a new Order Form executed by ReachNotes and Customer. There are no refunds or credits for plan downgrades or modifications during the subscription term outlined in an Order Form.
2.3 Late Charges. Late payments are subject to interest charges of 1% per month, or if lower, the maximum amount allowed by law.
2.4 Taxes. The customer is solely responsible for paying any taxes resulting from using the Service. Suppose any such taxes are required to be withheld. In that case, the Customer shall pay an amount to ReachNotes such that the net amount payable to ReachNotes after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.
2.5 Billing Disputes. Customer agrees that it shall notify ReachNotes within 60 days of receipt of an invoice from ReachNotes if it intends to dispute the amounts owed under such invoice, and that after 60 days, all undisputed invoices will be deemed to have been accepted.
3. Intellectual Property
3.1 Rights in the ReachNotes Service. ReachNotes shall retain all intellectual property rights in the Service, including any derivatives, changes, and improvements thereof. Customer agrees that it obtains no intellectual property rights or licenses by this Agreement except those expressly granted herein.
3.2 Feedback. Customer hereby grants ReachNotes a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up license to any ideas, suggestions, feedback, gift ideas or categories, or service improvements given by Customer pertaining to the Service
3.3 Restrictions. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Service; (ii) not represent that it possesses any proprietary interest in the Service; (iii) not directly or indirectly take any action to contest ReachNotes's intellectual property rights or infringe them in any way; and (iv) except as specifically permitted hereunder, not use the name, trademarks, trade-names, and logos of ReachNotes.
4. Customer Content.
4.1 Ownership. All data, information, files, or other materials and content that Customer makes available to ReachNotes to utilize the Service (“Customer Content”) shall remain the sole property of Customer.
4.2 License to ReachNotes. Customer hereby grants ReachNotes a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any Customer Content, (i) to the extent required to perform the Service, and (ii) to the extent such Customer Content has been aggregated and anonymized such that no identification of Customer or any User is possible, for any business purpose (and ReachNotes will, notwithstanding Section 5.1, have the right to retain and use such information after the termination of this Agreement).
5. Confidentiality.
5.1 Nondisclosure. Each party (each, a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes and shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know and who are bound by obligations of confidentiality and nonuse at least as protective of such information as this Agreement and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party shall satisfy the foregoing obligations through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure. “Confidential Information” means all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential, the terms and conditions of this Agreement. On termination of this Agreement, the Receiving Party will return to the Disclosing Party (or, at the Disclosing Party’s request, destroy) all of the Disclosing Party’s Confidential Information.
5.2 Exceptions. Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.
5.3 Data Privacy. Except as described in this Agreement and in ReachNotes’s Privacy Policy, available at www.ReachNotes.com/privacy (the “Privacy Policy”), or as otherwise required by applicable law, ReachNotes will not disclose Customer’s Confidential Information to any third party.
5.4 EU Privacy Laws. Customer agrees that any transfer by Customer to ReachNotes of any “personal data”, as defined in the European Union General Data Protection Regulation (“GDPR”) is subject to ReachNotes’s Data Processing Addendum, available at www.ReachNotes.com/dpa (the “DPA”) is hereby incorporated by reference.
5.5 California Consumer Privacy Act. Customer acknowledges and agrees that ReachNotes’s California Data Privacy Addendum, available at www.ReachNotes.com/cdpa (the “CDPA”) is hereby incorporated into this Agreement by reference.
6. Representations and Warranties.
6.1 Warranties.
6.1.1 Each party represents and warrants that (a) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with the terms and conditions of this Agreement, and (b) its execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation.
6.1.2 ReachNotes additionally represents and warrants that (a) the Service will comply with all laws and regulations and will not infringe any third party’s intellectual property rights, and (b) the Service will comply in all material respects with any ReachNotes-provided documentation.
6.1.3 Customer additionally represents and warrants that (a) the Customer Content does not infringe upon any third party's proprietary rights, including intellectual property rights (b) Customer will use the Service in compliance with all applicable laws and regulations.
6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, ReachNotes PROVIDES THE USAGE OF THE SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ReachNotes DOES NOT WARRANT THAT (I) THE SERVICE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED WITHOUT MISTAKE OR INTERRUPTION OR (II) THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE SERVICE.
7. Indemnification.
7.1 Customer's Indemnities. Customer shall defend, indemnify and hold harmless ReachNotes and its officers, directors, consultants, employees, successors, and permitted assigns from and against any third party claim, suit, or proceeding and all resulting damages, costs, losses, awards, and reasonable attorneys’ fees (collectively, a “Claim”), arising out of or relating to (a) the use or display of any Customer Content; or (b) Customer’s use of the Service in any manner that violates this Agreement or applicable laws, rules or regulations.
7.2 ReachNotes's Indemnities. ReachNotes shall defend, indemnify and hold harmless Customer and its officers, directors, consultants, employees, successors, and permitted assigns from and against any Claim arising out of or relating to (a) an allegation that the Service infringes any intellectual property right of a third party, (b) ReachNotes’s violation of any laws or regulations, or (c) ReachNotes’s gross negligence or willful misconduct.
7.3 Procedures. Each party’s indemnitee obligations are contingent on the indemnity providing it with prompt written notice of all claims and threats thereof, sole control of all defense and settlement activities, and all reasonably requested assistance.
8. Limitation of Liability.
8.1 EXCLUSION OF DAMAGES. EXCEPT FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 MAXIMUM AGGREGATE LIABILITY. EXCEPT FOR A BREACH OF CONFIDENTIALITY, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO ReachNotes DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS, THE CAP IN THIS SECTION 8.2 WILL BE INCREASED BY FOUR TIMES (4x).
9. Term; Termination.
9.1 Term. This Agreement shall commence on the Effective Date and will terminate as set forth below (the “Term”). Each Order Form will have the term set forth thereon. Unless otherwise specified in the Order Form, each Order Form will automatically renew for successive 12 month terms unless notice of non-renewal is given by either party at least 30 days prior to the end of the then-current term of the Order Form.
9.2 Term. Either party may terminate this Agreement on ten (10) days’ notice if there are no Order Forms in effect. In addition, either party may terminate this Agreement (i) for the other party’s material breach, if the breaching party does not cure such breach within 30 days after receipt of written notice specifying in detail the nature of the breach, effective upon the expiration of such 30 day period, or (ii) upon notice if the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
9.3 Effect of Termination. Upon termination or expiration of this Agreement, Customer will immediately cease use of the Service and this Agreement shall terminate and be of no further force or effect, provided that the following provisions shall survive any expiration or termination of this Agreement: (i) the obligation of Customer to pay fees incurred prior to termination; (ii) Section 3 (ReachNotes Intellectual Property Rights & Restrictions), (iii) Section 4 (Customer Content),(iv) Section 5 (Confidentiality); (v) Section 6.2 (Disclaimer of Warranties); (vi) Section 7 (Indemnification); (vii) Section 8 (Limitation of Liability); and (viii) Section 10 (General).
10. General.
10.1 Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements. This Agreement may only be amended or otherwise modified by mutual written agreement of the parties.
10.2 Governing law. This Agreement is governed by the laws of the State of California, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the state and federal courts in San Francisco, California, and each party irrevocably submits to the jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
10.3 Assignment. Neither party may transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
10.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when

Privacy Policy

How ReachNotes collects, uses, and protects your data.
Overview
This Privacy Policy explains how information is collected, used, and disclosed by ReachNotes and applies to information collected when you use or access ReachNotes website at https://reachnotes.com/ (the “Website”) or when you use the services we offer (our “Product”) (together with the Website, the “Service”). We respect the privacy rights of users and recognize the importance of protecting the information collected about you.
Please read the following carefully to understand how we will collect, use, and maintain your personal information. It also describes your choices regarding the use, access, and correction of your personal information. By accessing and using our Services, you signify acceptance to the terms of this Privacy Policy.
Changing our Policy
We may change this Privacy Policy from time to time. If we make any changes, we will revise the "Last Updated" date at the end of this Privacy Policy and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you an email notification). If there are material changes to this Privacy Policy, we will notify you more directly by email or means of a notice on the home page prior to the change becoming effective. We encourage you to review our Privacy Policy whenever you access the Service to stay informed about our information practices and the ways you can help protect your privacy.
If you disagree with any changes to this Privacy Policy and do not wish your information to be subject to the revised Privacy Policy, you will need to deactivate your account with us and stop using the Service. Your use of the Service after the posting of such changes shall constitute your consent to such changes.
Information Collected
We may collect certain user information (including personal information and/or sensitive personal information) in the following ways:
Information You Provide To Us. We collect information you provide directly to us including when you visit the Website and/or use our Product.
For example, we collect information when you enter into an agreement with ReachNotes as a customer, create or modify your profile and account, access and use the Service (including but not limited to when you upload, download, or share information), participate in any interactive features of the Service, submit a contact form, participate in a survey, activity or event, apply for a job, request customer support, or communicate with us via third-party social media sites. You may, however, visit our website anonymously
The types of information we may collect directly from you include your name, email address, postal address, phone number, information about your account preferences, employer name, job title, transactional information (including services purchased or subscribed to and billing address), as well as any contact or other information you choose to provide. Please be aware that the information you choose to provide in your account profile may reveal or identify information that is not expressly stated (for example, information you provide may reveal your gender). We also store information that you upload or provide to the Services in order to provide you with the features and functionality of the Service.
Information We Collect Automatically When You Use the Service. When you access or use the Service, we may automatically collect information about you, including:
Usage, Log, and Device Information: We collect information from your use of the Service such as system activity, hardware settings, browser type, browser language, the date and time of your visit, and the referral URL. We monitor user activity in connection with the Service and may collect information about the features you use, the content you upload, download, share, or access while using the Service, the content you access, and any actions taken in connection with the access and use of your content in the Service.
Information Collected by Cookies and Other Tracking Technologies: A cookie is a small file containing a string of characters that is sent to your computer when you visit a website. When you visit the website again, the cookie allows that site to recognize your browser. Cookies may store user preferences and other information. You can set your browser to refuse all cookies or to indicate when a cookie is being sent. However, some website features or services may not function properly without cookies. We use cookies to understand and save your preferences for future visits and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.
Use of Information
We may use the information collected through the Service for the limited purpose of providing the Service and related functionality and services for which ReachNotes has been engaged. The information may be used for a variety of purposes, including:
Provide, operate, maintain, and improve the Service
Send you technical notices, updates, security alerts, and support and administrative messages
Provide and deliver the services and features you request, process, and complete transactions, and send you related information, including purchase confirmations and invoices
Respond to your comments, questions, and requests, and provide customer service and support
Communicate with you about services, features, surveys, newsletters, offers, promotions, events, and provide other news or information about ReachNotes and our select partners
Process and deliver survey entries and rewards
Monitor and analyze trends, usage, and activities in connection with the Service and for marketing or advertising purposes
Investigate and prevent unauthorized access to the Service, and other illegal activities
Personalize and improve the Service, and provide content and/or features that match your interests and preferences or otherwise customize your experience on the Service
For other purposes about which we notify you
Additionally we may disclose personal data in special cases when we have a good faith belief that such action is necessary to: (a) conform to legal requirements or to respond to lawful requests by public authorities, including to meet national security or law enforcement requirements; (b) protect and defend our rights or property; or (c) act to protect the interests of our users or others.
Do Not Track. Some browsers offer a “do not track” (“DNT”) option. Because no common industry or legal standard for DNT has been adopted by industry groups, technology companies, or regulators, we do not respond to DNT signals. We will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.
How we use Google user data
Users are able to authenticate with our application with their Google Account using OAuth. OAuth is a secure mechanism which gives ReachNotes access to Your Google account data without letting it know your password. Users' Google account data will be used solely for the purposes of identifying and authenticating users into our application.
Users may choose to allow our application to view Contacts and Calendar information for the purposes of creating a contact list within the application. If given access, we may review your Gmail contacts and calendar events to provide a recommended list of individuals to import into our application. The application will only access information necessary for extracting and recommending user contacts.
Users may also authorize the ReachNotes app to send emails from their connected Gmail account. Users will have full control over who they send emails to, and may opt out of this feature at any time.
Sharing and Disclosure of Information
We will not share personal information about you or any Content with any third parties except as described in this Privacy Policy, or as defined in an agreement with us, in connection with the Service. For example, we may share personal information about you:
To Vendors, Consultants, and Other Service Providers: We may share your information with third-party vendors, consultants, and other service providers who are working on our behalf and require access to your information to carry out that work, including companies that provide services such as cloud hosting and customer database software. These service providers are authorized to use your personal information only as necessary to provide services to ReachNotes
In Compliance with Laws: We may disclose your information to a third party: (a) if we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request; (b) to enforce our agreements and policies; (c) to protect the security or integrity of the Service; (d) to protect ReachNotes, our customers, or the public from harm or illegal activities; (e) to respond to an emergency which we believe in the good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person; or (f) as otherwise directed by you.
For Business Transfers: We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company. You may be notified thereafter via email of any such change in ownership or control of your personal information.
As Aggregated and/or Anonymized Data: We may also share aggregated and/or anonymized information with third parties that does not directly identify you.
Security
You may access your account information and our service only through the use of an individual user ID and password. To protect the confidentiality of personal information, you must keep your password confidential and not disclose it to any other person. Please advise us immediately if you believe your password has been compromised in any way. In addition, always log out and close your browser when you finish your session. Please note that we will never ask you to disclose your password to us.
If you have any questions about the security of your personal information, you can contact us at [email protected]