Reelist Customer Terms

BY ENTERING INTO AN ORDER, CLICKING “I AGREE,” OR ACCESSING OR USING REELIST, INC.’S SERVICES, INCLUDING THE PLATFORM, ADVERTISING SERVICES, MESSAGING SERVICES, RELATED APPLICATIONS, OR APIS, CUSTOMER AGREES TO THESE GENERAL TERMS AND CONDITIONS (“GTC”).

These GTC, together with any applicable Order, registration information or selections made on the Platform, and any other document expressly incorporated by reference, form the legally binding agreement between Reelist, Inc. (“Company” or “Reelist”) and the applicable customer (“Customer”) concerning the Services (collectively, the “Agreement”).

“Customer” means the entity identified as the customer in an Order or through the Platform.

An individual accepting this Agreement on behalf of Customer represents and warrants that the individual has authority to bind Customer.

1. SERVICES

1.1 Subscription Services; Platform

Subject to the Agreement, Company will make the subscription services, Platform, applications, APIs, functionality, and related services identified in an applicable Order or made available under Customer’s subscription available to Customer on a non-exclusive and non-transferable basis (“Subscription Services”).

Customer’s access and use are subject to the limitations, usage allowances, documentation, policies, and restrictions applicable to the purchased Services.

1.2 Professional Services

Customer may order consulting, implementation, analysis, creative, campaign-management, or other professional services mutually agreed by the Parties (“Professional Services”).

Professional Services may be described in an Order, statement of work, or other written document agreed by the Parties.

1.3 Services Generally

“Services” means the Subscription Services, Advertising Services, Messaging Services, Professional Services, and other service-related obligations Company agrees to provide under the Agreement.

The Services are designed to facilitate recruiting, advertising, communications, campaign management, candidate acquisition, analysis, and related activities and may incorporate artificial intelligence, machine learning, automation, or third-party technologies.

The Services may provide recommendations, analytics, generated content, optimization, classifications, matching, targeting assistance, or other outputs.

Except where the Parties expressly agree otherwise in writing, all employment, recruiting, advertising, campaign, communication, and business decisions made using the Services remain Customer’s decisions.

Company does not act as Customer’s employer, employment agency, legal advisor, financial advisor, or decision-maker solely by providing the Services.

1.4 Customer Responsibilities

Customer will:

(a) use the Services only in accordance with the Agreement;

(b) cooperate as reasonably necessary for Company to provide the Services;

(c) maintain the security and confidentiality of Customer accounts and credentials;

(d) use commercially reasonable efforts to prevent unauthorized access to the Services;

(e) promptly notify Company of known unauthorized access or use;

(f) provide accurate information reasonably necessary to provide the Services;

(g) comply with applicable laws and regulations;

(h) comply with applicable carrier, messaging-provider, social-media-platform, advertising-platform, and other third-party requirements; and

(i) be responsible for the actions of its authorized users, employees, contractors, agencies, and representatives.

1.5 Restrictions

Customer will not, and will not permit a third party to:

(a) make the Platform or Services available to a third party except as contemplated by the Agreement or expressly authorized by Company;

(b) sell, resell, lease, sublicense, distribute, transfer, time-share, or provide the Platform on a service-bureau basis except as expressly authorized;

(c) access or use the Platform in a manner that threatens its integrity, security, performance, or availability;

(d) gain or attempt to gain unauthorized access to the Platform, systems, accounts, or data;

(e) reverse engineer, decompile, or disassemble the Platform except to the extent a restriction is prohibited by law;

(f) use the Platform or Company Confidential Information to develop a materially competing service or product;

(g) circumvent applicable access, usage, billing, credit, or security controls;

(h) introduce malware or harmful code;

(i) use the Services to send or distribute unlawful, fraudulent, deceptive, abusive, harassing, misleading, or unauthorized communications or advertisements; or

(j) use the Services in violation of applicable law or applicable third-party requirements.

1.6 Ownership and Feedback

Except for Customer Data and third-party materials, Company owns and reserves all right, title, and interest in and to the Platform, Services, software, technology, documentation, models, systems, designs, interfaces, and related intellectual property.

The Agreement does not transfer ownership of the Platform or Services to Customer.

Customer receives only the limited access and use rights expressly provided under the Agreement.

Company owns modifications, improvements, enhancements, and derivative works of the Platform or Services created by or for Company.

If Customer voluntarily provides suggestions, ideas, recommendations, comments, or other feedback concerning the Platform or Services (“Feedback”), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use, reproduce, modify, incorporate, commercialize, and otherwise use that Feedback without restriction or payment.

1.7 Third-Party Materials and Services

Certain Services may use or interoperate with software, data, content, platforms, APIs, or services provided by third parties (“Third-Party Services”).

Third-Party Services may be governed by separate terms.

Company is not responsible for acts, omissions, availability, policy changes, or service failures of a Third-Party Service outside Company’s reasonable control.

Open-source or similar materials included in the Platform remain subject to their applicable licenses.

2. ADVERTISING SERVICES

2.1 Advertising Services

The Services may enable Company to create, format, submit, publish, distribute, manage, optimize, pause, modify, or otherwise facilitate advertisements and promotional content on behalf of Customer (“Advertising Services”).

Advertising Services may include recruiting advertisements, employment opportunities, social media advertising, promotional content, lead-generation campaigns, or other advertising approved by Company.

Customer authorizes Company to submit, publish, run, pause, manage, format, adapt, optimize, and otherwise administer advertisements on Customer’s behalf in accordance with Customer’s campaign settings, instructions, applicable Order, and the Services.

2.2 Customer Responsibility for Advertising

Customer is responsible for the legality, accuracy, completeness, claims, disclosures, offers, products, services, opportunities, targeting instructions, and other substantive requirements associated with its advertisements and advertising activities.

Customer will review and approve advertising content as reasonably required by Company before publication.

Company may create, modify, format, optimize, distribute, or manage advertisements as part of the Services, including through artificial intelligence and automated technologies, but Customer remains responsible for ensuring that its advertising activities comply with applicable law and third-party platform requirements.

Publication, distribution, optimization, or management of an advertisement by Company does not constitute an endorsement by Company of Customer, its products, services, employment opportunities, financial products, claims, offers, or other advertised subject matter.

2.3 Advertising Content Requirements

All advertising and promotional content distributed through the Services must comply with applicable law, regulation, industry requirements, and third-party platform policies.

Customer will not submit, approve, direct, or cause Company to distribute advertising that is unlawful, deceptive, fraudulent, misleading, discriminatory, or otherwise prohibited.

2.4 Non-Discrimination

Customer will comply with all applicable anti-discrimination, equal-employment-opportunity, fair-housing, credit, consumer-protection, and similar requirements applicable to its advertising.

Customer may not, directly or indirectly, unlawfully express or implement a preference for or against individuals based on race, color, religion, sex, pregnancy, gender, gender identity or expression, sexual orientation, national origin, citizenship status, age, disability, veteran status, genetic information, or another characteristic protected by applicable law.

Customer is responsible for determining whether specific targeting criteria, advertising content, employment qualifications, or other campaign parameters are lawful.

2.5 Employment Advertising

Customer is solely responsible for compliance with laws and regulations applicable to employment and recruiting advertisements, including requirements concerning:

• wage and salary transparency;
• equal employment opportunity;
• pay equity;
• employment discrimination;
• applicant privacy;
• automated employment decision tools;
• background screening;
• employment eligibility;
• employment disclosures; and
• other recruiting or employment requirements applicable to Customer.

Company does not provide legal advice concerning Customer’s employment practices.

2.6 Regulated Industries and Advertising Categories

If Customer advertises products, services, or opportunities subject to industry-specific regulation, Customer is solely responsible for complying with all requirements applicable to that industry or category.

This may include, where applicable, requirements concerning financial products and services, lending, securities, healthcare, insurance, education, housing, credit, political advertising, or other regulated areas.

Company may restrict or prohibit particular advertising categories, products, services, claims, jurisdictions, or targeting practices at any time where Company reasonably determines that doing so is necessary to comply with law, platform requirements, or Company risk-management policies.

Company’s acceptance of an advertisement does not constitute a determination that the advertisement complies with applicable law.

2.7 Truth in Advertising and Required Disclosures

Customer is responsible for ensuring that advertisements:

(a) are truthful and not misleading;

(b) contain required disclosures, disclaimers, qualifications, and conditions;

(c) adequately disclose material terms of an offer or opportunity;

(d) do not omit material information in a manner that makes the advertisement misleading;

(e) accurately represent the Customer, employer, product, service, compensation, opportunity, or offer being advertised; and

(f) otherwise comply with applicable advertising and consumer-protection requirements.

2.8 Third-Party Platform Review and Approval

Advertisements distributed through the Services may be published on third-party platforms, including social networks, search platforms, video platforms, messaging platforms, advertising networks, and other digital services.

Third-party platforms may review, approve, reject, modify, restrict, delay, suspend, remove, limit delivery of, or otherwise take action concerning advertisements, campaigns, accounts, advertiser identities, payment methods, targeting, creative content, or related activity.

Such decisions may occur at the third-party platform’s discretion and are outside Company’s reasonable control.

Company does not guarantee that an advertisement or campaign will be approved, remain approved, begin or continue delivery, or achieve any particular placement.

Company is not responsible for costs, losses, delays, restrictions, account actions, reduced delivery, campaign interruption, or other outcomes resulting from third-party platform actions outside Company’s reasonable control.

2.9 No Performance Guarantee

Company does not guarantee any particular number or level of:

• impressions;
• reach;
• clicks;
• views;
• engagement;
• leads;
• candidates;
• applications;
• interviews;
• hires;
• conversions;
• revenue;
• return on advertising spend; or
• other advertising, recruiting, or business result.

Actual performance may depend on factors outside Company’s control, including platform algorithms, auction conditions, market conditions, geography, candidate availability, Customer content, budget, targeting, competition, third-party policies, and user behavior.

2.10 Removal or Restriction of Advertising

Company may reject, remove, pause, restrict, or stop an advertisement or campaign if Company reasonably believes that:

(a) it violates applicable law;

(b) it violates a third-party platform requirement;

(c) it is misleading, deceptive, discriminatory, fraudulent, harmful, or otherwise inappropriate;

(d) it creates material legal, financial, operational, platform, security, or reputational risk;

(e) Customer fails to provide information, disclosures, documentation, licenses, approvals, or substantiation reasonably requested by Company; or

(f) continued operation would otherwise be inconsistent with the Agreement.

Company will have no liability for a good-faith restriction taken for these purposes, except to the extent otherwise expressly required by the Agreement or applicable law.

3. MESSAGING SERVICES

3.1 Messaging Services

The Services may enable Customer to send or facilitate communications through SMS, MMS, RCS, email, WhatsApp, Meta Messenger, Instagram Direct Messages, TikTok Direct Messages, Snapchat, or other communications channels supported by Company (“Messaging Services”).

Customer is solely responsible for determining the recipients, content, timing, purpose, and legal basis for communications initiated by or on behalf of Customer through the Messaging Services.

Customer will:

(a) obtain and maintain all notices, permissions, consents, authorizations, and other legal bases required to communicate with each recipient;

(b) comply with applicable telecommunications, telemarketing, privacy, consumer-protection, advertising, anti-spam, and marketing laws and regulations, including the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, Canada’s Anti-Spam Legislation (“CASL”), and applicable state or local requirements to the extent applicable;

(c) comply with applicable wireless-carrier requirements, industry standards, messaging-provider requirements, social-media-platform policies, advertising-platform policies, and other applicable third-party requirements;

(d) maintain records reasonably sufficient to demonstrate legally required consent or authorization;

(e) promptly honor opt-out requests, revocations of consent, suppression requests, and other communication preferences as required by law or applicable provider requirements; and

(f) refrain from sending unlawful, deceptive, fraudulent, abusive, harassing, misleading, or unauthorized communications.

Company acts as a technology provider facilitating communications initiated by or on behalf of Customer.

Except for communications that Company independently initiates as Reelist for its own purposes, Company does not determine Customer’s recipients, message content, timing, campaign purpose, or legal basis for communicating with a recipient.

Customer acknowledges that wireless carriers, messaging providers, email providers, social-media platforms, and other third-party providers may delay, filter, reject, block, restrict, suspend, or terminate communications, phone numbers, sender identities, accounts, campaigns, or messaging functionality.

Company does not guarantee delivery or receipt of communications.

Company may suspend, restrict, or terminate Customer’s Messaging Services immediately if Company reasonably believes Customer’s use:

(a) violates applicable law;

(b) violates a carrier, messaging-provider, advertising-platform, or social-media-platform requirement;

(c) threatens deliverability, availability, security, integrity, or reputation;

(d) creates material legal, operational, financial, or reputational risk; or

(e) must be restricted pursuant to a requirement or request from a carrier, platform, service provider, court, regulator, or governmental authority.

Where reasonably practicable and legally permissible, Company will use commercially reasonable efforts to notify Customer of such restriction.

Nothing in this Section transfers to Company Customer’s responsibility for determining whether a Customer-initiated communication is lawful or whether legally sufficient consent has been obtained.

3.2 Reelist Messaging Programs

Company may separately communicate directly with individuals as Reelist pursuant to Reelist’s Terms of Service, Privacy Policy, and applicable opt-in disclosures.

Consent provided by an individual to a Reelist-operated messaging program is not transferred to Customer as consent for Customer’s independent marketing communications.

Customer may not represent that an individual’s consent to receive communications from Reelist constitutes consent to receive independent marketing communications from Customer unless Customer separately establishes a lawful basis for those communications.

4. DATA, CANDIDATE INFORMATION, AND ARTIFICIAL INTELLIGENCE

4.1 Customer Data

“Customer Data” means data, content, materials, records, and information that Customer or its authorized users directly submit, upload, transmit, or otherwise provide to Company through the Services.

As between the Parties, Customer retains all right, title, and interest in Customer Data.

Customer grants Company a non-exclusive, worldwide right to host, copy, transmit, process, analyze, display, technically modify, and otherwise use Customer Data as reasonably necessary to:

(a) provide, operate, secure, support, maintain, personalize, and improve the Services;

(b) perform Company’s obligations under the Agreement;

(c) measure and analyze use and performance of the Services;

(d) prevent fraud, abuse, and security threats;

(e) comply with applicable law; and

(f) perform other processing expressly authorized by Customer.

Customer represents and warrants that it has all rights, notices, permissions, consents, and lawful bases required to provide Customer Data to Company and authorize the processing contemplated by the Agreement.

4.2 Candidate Information Collected Through the Services

Reelist operates recruiting, advertising, application, messaging, and related experiences through which individuals may provide information directly to Reelist.

Because Reelist operates these Services, Reelist necessarily collects and processes information submitted by or collected from individuals in order to provide the Services, facilitate recruiting and job matching, communicate with individuals, route relevant information to participating employers, measure and optimize campaign performance, maintain security, and otherwise operate and improve the Services.

Reelist does not claim ownership of individuals or their personal information.

Reelist’s rights to collect, use, process, and disclose personal information arise from the individual’s interaction with the Services, applicable notices and consents, Reelist’s Privacy Policy, applicable law, and the agreements governing the Services.

Where an individual applies for, expresses interest in, or otherwise interacts with a Customer job, opportunity, or recruiting campaign, Reelist may provide relevant candidate information to Customer for lawful recruiting, hiring, employment, and related purposes.

Customer may lawfully retain and use candidate information provided to Customer through the Services for Customer’s recruiting, hiring, employment, and related purposes, subject to applicable law.

Nothing in this Agreement gives Customer ownership of individuals or of information collected directly by Reelist merely because such information was collected in connection with a campaign purchased by Customer.

Nothing in this Agreement restricts Customer from maintaining and using candidate information lawfully provided to Customer through the Services for Customer’s recruiting, hiring, employment, and related purposes.

Reelist may continue to process information it collected directly as reasonably necessary to operate, secure, analyze, personalize, maintain, develop, and improve the Services, including through artificial intelligence, machine learning, and other automated technologies, subject to Reelist’s Privacy Policy, applicable law, and applicable individual rights and choices.

4.3 Customer Responsibilities for Candidate Information

Once candidate information is provided to Customer, Customer is responsible for its own collection, use, storage, disclosure, retention, deletion, security, and other processing of that information.

Customer will process candidate information only for lawful recruiting, hiring, employment, talent-acquisition, and related purposes consistent with applicable notices, consents, and law.

Customer will not sell candidate information or use it for unrelated marketing or other materially incompatible purposes unless Customer independently establishes a lawful basis and obtains any authorization required by applicable law.

4.4 Artificial Intelligence and Machine Learning

Reelist may use artificial intelligence, machine learning, and other automated technologies to provide, personalize, optimize, develop, and improve the Services and the experiences of candidates, employers, and other users.

This may include using information collected through the Services to improve matching, recommendations, communications, campaign performance, advertising content, targeting assistance, content, analytics, fraud prevention, and other product functionality.

Reelist may also use aggregated or de-identified information to train, test, evaluate, develop, and improve artificial intelligence and machine-learning models and technologies.

Reelist’s use of personal information in connection with artificial intelligence and machine-learning technologies will be governed by Reelist’s Privacy Policy, applicable notices and consents, applicable individual rights and choices, and applicable law.

Customer acknowledges that AI-generated or automated outputs may contain inaccuracies, omissions, or inappropriate results.

Customer is responsible for reviewing and approving advertisements, communications, generated content, recommendations, and other AI-assisted outputs before using them for material advertising, recruiting, employment, financial, or business purposes.

Company does not guarantee that AI-generated or AI-assisted content complies with applicable law or third-party platform requirements.

4.5 Aggregated, Statistical, Derived, and De-Identified Information

Company may create aggregated, statistical, modeled, derived, or de-identified information from Customer Data, candidate interactions, use of the Services, advertising activity, campaign activity, and other information processed through the Services.

Company may use such information for analytics, benchmarking, research, product development, campaign optimization, service improvement, security, artificial intelligence and machine-learning development, and other lawful business purposes, provided information represented as de-identified does not reasonably identify an individual or Customer.

As between the Parties, Company owns its aggregated, statistical, modeled, derived, and de-identified information.

Company will not attempt to re-identify information represented as de-identified except as permitted by applicable law, including to test the effectiveness of de-identification methods.

4.6 Privacy Roles

To the extent Company processes personal information contained in Customer Data solely on Customer’s behalf, Customer determines the purposes and means of processing and Company acts as Customer’s service provider, processor, or equivalent role under applicable privacy law.

Customer is responsible for:

(a) providing legally required privacy notices;

(b) establishing an appropriate legal basis for processing;

(c) responding to requests from individuals where Customer is responsible for the response;

(d) providing lawful processing instructions; and

(e) ensuring its use of the Services complies with applicable privacy and data-protection laws.

Company will process such Customer Data according to the Agreement, Customer’s lawful instructions, and applicable law.

If the Parties enter into a Data Processing Addendum (“DPA”), the DPA controls with respect to data-protection matters within its scope.

4.7 Reelist as an Independent Business or Controller

Company may process information for its own lawful business purposes where Company independently determines the purposes of processing, including information collected through Company-operated recruiting and advertising experiences, account-administration information, billing information, security records, fraud-prevention information, business contact information, product-usage information, candidate interactions, and information relating to Company’s own direct relationships or communications with individuals.

Such processing is governed by Company’s Privacy Policy, applicable notices and consents, and applicable law.

4.8 Mobile Messaging Information

Where Company processes mobile telephone numbers, messaging-consent records, or opt-in information on Customer’s behalf, Company will process such information for purposes permitted by the Agreement and Customer’s lawful instructions.

Where an individual separately opts in to a Reelist-operated messaging program, Reelist’s handling of that mobile information is governed by Reelist’s Privacy Policy, Terms of Service, and applicable opt-in disclosure.

Company does not sell, rent, share, transfer, or provide mobile telephone numbers or Reelist mobile messaging opt-in or consent information to third parties or affiliates for their own marketing or promotional purposes.

Nothing in this Agreement gives Customer the right to use consent obtained for a Reelist-operated messaging program as authorization for Customer’s independent marketing.

4.9 Data Safeguards

Company will maintain reasonable and appropriate administrative, technical, and organizational safeguards designed to protect Customer Data in Company’s possession or control against unauthorized access, acquisition, use, alteration, or disclosure.

Company may update its security practices over time, provided it does not materially reduce the overall security of the Services during an applicable subscription term.

4.10 Security Incidents

If Company becomes aware of unauthorized acquisition of or access to Customer Data in Company’s possession or control that constitutes a security incident requiring notification under applicable law or an applicable DPA, Company will notify Customer without undue delay as required by the Agreement or applicable law.

Company’s notice will not constitute an admission of fault or liability.

4.11 Cloud Providers and Subprocessors

Company may use cloud, infrastructure, communications, advertising, artificial-intelligence, analytics, hosting, security, and other service providers to provide the Services.

Company remains responsible for its contractual obligations notwithstanding its use of subcontractors except to the extent the Agreement expressly provides otherwise.

Where required by applicable law or an applicable DPA, Company will impose appropriate data-protection obligations on subprocessors.

4.12 Audits and Certifications

Upon Customer’s reasonable written request, Company will make generally available third-party security reports, certifications, or similar documentation available to Customer, subject to confidentiality restrictions and applicable auditor or service-provider terms.

Nothing in this Section requires Company to disclose information that would compromise the security of Company, another customer, an individual, or a third party.

4.13 Return and Deletion of Customer Data

Upon termination or expiration of the Agreement and subject to payment of amounts due, Company will, upon Customer’s reasonable written request made within thirty (30) days after termination or expiration, make available a copy of Customer Data then maintained in Company’s active systems in a commercially reasonable format.

Unless otherwise required by law or agreed in writing, Company is not obligated to maintain Customer Data in active systems for more than thirty (30) days following termination or expiration.

Company may agree to maintain Customer Data for a longer period for an additional fee.

Following the applicable retention period, Company may delete Customer Data from active systems.

Customer Data may remain in backups, archives, security records, legal-hold systems, or records required by law until deleted in accordance with Company’s ordinary retention practices.

Any retained Customer Data remains subject to applicable confidentiality and security obligations.

The termination or expiration of Customer’s Agreement does not require Company to delete information that Company collected directly from individuals and processes independently under Reelist’s Privacy Policy, applicable notices and consents, and applicable law.

5. CREDITS, MEDIA SPEND, FEES, AND PAYMENT

5.1 Fees

Customer will pay the fees, charges, expenses, media spend, and other amounts specified in the applicable Order or, if no Order applies, the fees displayed or agreed through the Platform.

Customer may not offset or deduct amounts owed except where required by law or expressly agreed in writing.

5.2 Credits

Certain Paid Services may be purchased or consumed using credits or other usage units within the Platform (“Credits”).

Credits may be issued or sold in different categories, including advertising or media-related Credits, Messaging Credits, AI-related Credits, or other Service-specific Credits.

Except as expressly stated otherwise:

(a) Credits have no cash value;

(b) Credits are non-transferable;

(c) Credits may be used only within the Reelist Platform;

(d) Credits may be limited to the Service category for which they were issued or purchased;

(e) Credits may not be redeemed or exchanged for cash or other consideration; and

(f) Credits are non-refundable.

5.3 Subscription Allotments

A subscription plan may include a periodic allotment of Credits.

Credits included with a subscription may expire at the end of the applicable subscription period or billing cycle if unused, where stated in the applicable plan or Order.

Subscription-included Credits may be used only while the applicable subscription remains active unless Company expressly provides otherwise.

5.4 Additional Credit Purchases

Customer may purchase additional Credits beyond any Credits included with its subscription.

Additional purchased Credits will be subject to the prices, expiration rules, usage restrictions, and other conditions presented at purchase or in the applicable Order.

Unless otherwise stated, adjustments, reimbursements, media reconciliations, or unused amounts will be applied first against subscription-included or promotional Credits before purchased Credits.

5.5 Promotional Credits

Company may issue promotional Credits from time to time.

Promotional Credits:

(a) have no cash value;

(b) are non-transferable;

(c) are non-refundable;

(d) may only be used for the designated Service;

(e) may expire; and

(f) may be subject to additional conditions disclosed when issued.

Company may revoke promotional Credits obtained through fraud, abuse, error, or violation of applicable promotional terms.

5.6 Media Spend

Customer will pay media spend and advertising platform costs as described in the applicable Order or Platform.

Media spend may be funded in advance, deducted from advertising Credits, billed separately, or otherwise charged according to the applicable purchase arrangement.

Customer authorizes Company to use allocated media funds or applicable advertising Credits to purchase advertising inventory and otherwise fund advertising campaigns on Customer’s behalf.

5.7 Media Reconciliation

If actual media spend for a campaign is less than the amount funded, authorized, deducted, or allocated for that campaign, Company may return the remaining amount to Customer’s Platform account as advertising-related Credits for future use.

Media reconciliation applies only to amounts designated for advertising or media spend and does not apply to subscription fees, Messaging Credits, AI Credits, Professional Services, or other Paid Services unless Company expressly states otherwise.

Amounts returned as advertising-related Credits:

(a) have no cash value;

(b) are not refundable in cash;

(c) may only be used for eligible advertising Services; and

(d) remain subject to the applicable Credit terms.

5.8 Campaign Pausing and Unused Advertising Credits

Advertising campaigns funded through advertising-related Credits may be paused for up to thirty (30) days unless Company permits a longer period.

After the applicable pause period, Company may cancel or close the campaign.

Any unused eligible advertising-related Credits associated with a cancelled or closed campaign may be returned to Customer’s Platform account for future eligible advertising use.

5.9 Usage and Overages

Usage exceeding included limits, Credits, quantities, seats, messaging volumes, media spend, or other allowances may result in additional charges at the rates stated in the applicable Order or otherwise communicated through the Platform.

5.10 Invoicing and Payment

Unless otherwise specified in an Order:

(a) subscription fees may be invoiced in advance;

(b) invoices are due within thirty (30) calendar days after the invoice date; and

(c) Customer is responsible for maintaining a valid payment method where automatic payment is required.

5.11 Taxes

Fees do not include applicable sales, use, excise, value-added, or similar taxes.

Customer is responsible for applicable taxes arising from its purchase of the Services, excluding taxes based on Company’s net income.

5.12 Non-Refundable Fees

Except as expressly provided in the Agreement or required by law, purchases of Services, Credits, subscription fees, and other amounts paid or payable are non-cancellable and non-refundable.

Third-party platform rejection, delayed approval, restricted delivery, limited performance, campaign interruption, account action, or other third-party platform decision does not entitle Customer to a refund except to the extent Company expressly agrees otherwise.

5.13 Fee Changes

Unless an Order provides otherwise, Company may change applicable subscription pricing for a renewal term by providing at least thirty (30) days’ notice before the change becomes effective.

5.14 Late Payments

Undisputed overdue amounts may accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law.

Customer will reimburse reasonable collection costs incurred in collecting undisputed overdue amounts.

5.15 Suspension for Payment or Insufficient Credits

Company may suspend or restrict access to the Services, including campaigns, Advertising Services, Messaging Services, or Platform functionality, if:

(a) Customer’s payment method fails;

(b) undisputed amounts are materially past due;

(c) Customer exhausts purchased or included Credits, media funds, or other usage amounts; or

(d) continued operation would result in charges for which no valid payment mechanism exists.

Company will use commercially reasonable efforts to provide notice where practicable.

Customer acknowledges that suspension may result in delayed, interrupted, paused, or cancelled advertising campaigns, messaging activity, candidate acquisition, and other Service activity.

6. CONFIDENTIALITY

6.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Customer Data is Customer’s Confidential Information.

The non-public Platform, product plans, pricing, technology, security information, documentation, and other non-public Company information are Company’s Confidential Information.

Confidential Information does not include information that the Receiving Party can demonstrate:

(a) is or becomes public through no breach of the Agreement;

(b) was lawfully known without confidentiality restriction before disclosure;

(c) is lawfully received from a third party without confidentiality obligation; or

(d) is independently developed without use of the Disclosing Party’s Confidential Information.

6.2 Protection and Use

The Receiving Party will:

(a) use Confidential Information only to exercise its rights and perform its obligations under the Agreement;

(b) protect Confidential Information using at least reasonable care; and

(c) disclose Confidential Information only to personnel, contractors, professional advisors, service providers, or representatives who need access and are subject to confidentiality obligations.

6.3 Required Disclosure

A Receiving Party may disclose Confidential Information to the extent legally required.

Where legally permitted, the Receiving Party will provide reasonable advance notice to the Disclosing Party and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks protective treatment.

6.4 Permitted Business Disclosure

Either Party may disclose the Agreement to actual or prospective investors, lenders, acquirers, insurers, accountants, auditors, attorneys, and other professional advisors subject to confidentiality obligations.

7. WARRANTIES, DISCLAIMERS, INDEMNIFICATION, AND LIABILITY

7.1 Authority

Each Party represents that it has authority to enter into the Agreement.

Company further represents that, to the best of its knowledge, it has sufficient rights and authorizations to provide the subscriptions and licenses expressly granted under the Agreement.

7.2 Limited Service Warranty

Company warrants that during a paid subscription term:

(a) it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practices applicable to similar services; and

(b) the Platform will perform in all material respects according to Company’s then-current published documentation.

If Company commits to an uptime level, service-level agreement, or other availability commitment in an applicable Order or separate Service Level Agreement, that commitment will apply according to its terms.

Customer’s exclusive remedy for breach of this Section is for Company to use commercially reasonable efforts to correct the applicable nonconformity.

If Company cannot cure a material breach within a reasonable period, Customer may terminate the affected Services and receive a prorated refund of prepaid fees attributable to the terminated Services after the effective termination date.

7.3 Beta and Evaluation Services

Services designated beta, preview, trial, pilot, evaluation, or similar may contain defects and may be changed or discontinued.

Such Services are provided “as is” without the warranty in Section 7.2 unless Company expressly agrees otherwise in writing.

7.4 General Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

COMPANY DOES NOT GUARANTEE ANY PARTICULAR RECRUITING, EMPLOYMENT, ADVERTISING, CAMPAIGN, COMMUNICATION, DELIVERY, RESPONSE, CONVERSION, CANDIDATE, APPLICATION, INTERVIEW, HIRING, REVENUE, OR BUSINESS RESULT.

COMPANY DOES NOT WARRANT THAT THIRD-PARTY PLATFORMS, CARRIERS, ADVERTISING NETWORKS, MESSAGING PROVIDERS, OR OTHER THIRD-PARTY SERVICES WILL REMAIN AVAILABLE OR ACCEPT CUSTOMER’S CONTENT, ADVERTISEMENTS, ACCOUNTS, OR CAMPAIGNS.

7.5 Advertising Disclaimer

Company does not independently guarantee the truthfulness, legality, accuracy, completeness, regulatory compliance, or appropriateness of Customer’s advertisements, products, services, offers, employment opportunities, financial promotions, claims, disclosures, targeting instructions, or other advertising activities.

Customer remains responsible for reviewing and approving advertising content and campaign requirements.

Company’s use of artificial intelligence, automated systems, personnel, templates, recommendations, optimization tools, or other assistance in connection with advertising does not transfer Customer’s compliance responsibility to Company.

7.6 Company Intellectual Property Indemnity

Company will defend Customer against a third-party claim alleging that Customer’s authorized use of the Platform directly infringes a United States patent, copyright, or trademark and will indemnify Customer for damages finally awarded or settlements approved by Company.

Company has no obligation for claims resulting from:

(a) Customer Data;

(b) Customer advertising or other content;

(c) Customer modifications;

(d) combination with items not supplied or approved by Company where the combination causes the claim;

(e) use contrary to the Agreement or documentation; or

(f) continued use after Company offers a reasonable non-infringing alternative.

If the Platform is or is reasonably likely to become subject to an infringement claim, Company may modify or replace the affected functionality, obtain the right for Customer to continue using it, or terminate the affected Services and refund prepaid fees for the unused portion of the terminated subscription.

7.7 Customer Indemnity

Customer will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, representatives, successors, and assigns against third-party claims, allegations, investigations, demands, damages, penalties, fines, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) Customer Data or Customer-provided content allegedly infringing or violating third-party rights;

(b) Customer’s employment, recruiting, advertising, campaign, hiring, compensation, or employment practices or decisions;

(c) advertisements, messages, communications, targeting instructions, products, services, claims, offers, disclosures, or content created, selected, supplied, approved, or directed by Customer;

(d) Customer’s relationship with applicants, candidates, employees, prospective employees, former employees, customers, consumers, recipients, or other individuals;

(e) Customer’s violation of applicable law;

(f) an alleged violation of employment, discrimination, wage transparency, financial, lending, securities, consumer-protection, advertising, privacy, or other laws resulting from Customer’s advertising or business activities;

(g) Customer’s use of the Messaging Services, including a failure to obtain legally required consent, maintain required consent records, honor an opt-out or revocation, or comply with telecommunications, telemarketing, privacy, consumer-protection, advertising, anti-spam, marketing, carrier, messaging-provider, or platform requirements; or

(h) Customer’s advertising activities, including claims arising from Customer-approved advertising content or Customer products, services, employment opportunities, offers, disclosures, or targeting.

For clarity, Customer is not required to indemnify Company solely for a third-party platform’s independent decision to reject, delay, restrict, or modify an advertisement where no claim or liability arises from Customer’s conduct, content, instructions, or violation of applicable requirements.

7.8 Indemnification Procedure

An indemnified Party will:

(a) promptly notify the indemnifying Party of the claim, provided delay will relieve the indemnifying Party only to the extent materially prejudiced;

(b) permit the indemnifying Party to control the defense and settlement; and

(c) provide reasonable cooperation at the indemnifying Party’s expense.

The indemnifying Party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or materially restricts the indemnified Party without written consent, not to be unreasonably withheld.

7.9 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE ARISING OUT OF THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, REVENUE, SAVINGS, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.10 Liability Cap

EXCEPT FOR THE EXCLUDED CLAIMS IDENTIFIED BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

7.11 Excluded Claims

The liability cap in Section 7.10 does not apply to:

(a) Customer’s payment obligations;

(b) either Party’s fraud, gross negligence, or willful misconduct;

(c) Customer’s unauthorized use or misappropriation of Company’s intellectual property;

(d) either Party’s indemnification obligations under Sections 7.6 or 7.7; or

(e) liability that cannot legally be limited.

Company’s aggregate liability arising from a breach of its obligations concerning Data Safeguards will not exceed one and one-half (1.5) times the liability cap stated in Section 7.10, except to the extent the liability cannot legally be limited.

For clarity, this enhanced Data Safeguards cap replaces, and does not stack on top of, the general liability cap.

8. TERM, RENEWAL, SUSPENSION, AND TERMINATION

8.1 Term

The initial subscription term is stated in the applicable Order (“Initial Term”).

If no fixed Initial Term is specified and the Service is purchased month-to-month, the Initial Term is one month.

8.2 Renewal

Unless an Order states otherwise, a subscription automatically renews for successive periods equal to the Initial Term or, for month-to-month subscriptions, successive one-month periods.

Either Party may prevent renewal by giving at least thirty (30) days’ written notice before the end of the then-current term unless the Order provides a different notice period.

8.3 Termination for Cause

Either Party may terminate the Agreement or affected Services if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice.

If the breach is not reasonably capable of cure, termination may be effective upon written notice.

8.4 Immediate Suspension

Company may immediately suspend or restrict Customer’s access to all or part of the Services if Company reasonably determines that:

(a) Customer’s use violates applicable law;

(b) Customer’s use violates material carrier, advertising-platform, messaging-provider, or other third-party requirements;

(c) Customer’s activity creates material security, legal, operational, financial, deliverability, platform, or reputational risk;

(d) suspension is required by a carrier, platform, service provider, court, regulator, or governmental authority;

(e) Customer’s account is compromised or used fraudulently;

(f) Customer has insufficient Credits, media funding, or other amounts necessary to continue Services;

(g) Customer’s payment obligations are materially past due; or

(h) suspension is otherwise expressly permitted by the Agreement.

Company will use commercially reasonable efforts to limit a suspension to the affected portion of the Services where reasonably practicable.

8.5 Effect of Termination

Upon expiration or termination:

(a) Customer’s right to access the terminated Services ends;

(b) Customer will pay all amounts accrued and payable through the effective termination date and any other amounts required under the applicable Order;

(c) each Party will cease unauthorized use of the other Party’s Confidential Information;

(d) Customer Data will be handled according to Section 4.13; and

(e) provisions that by their nature should survive will survive, including payment, Credits, ownership, confidentiality, data obligations, disclaimers, indemnification, liability, dispute resolution, and miscellaneous terms.

If Customer terminates for Company’s uncured material breach, Customer will not owe subscription fees for periods following the effective termination date and will receive any refund expressly required by Section 7.2.

9. PUBLICITY

Customer authorizes Company to identify Customer by name and logo in routine customer lists, on Company’s website, and in general marketing materials as a customer.

Company will not issue a press release, published case study, or paid advertisement specifically featuring Customer without Customer’s prior written consent unless an Order expressly provides otherwise.

10. MISCELLANEOUS

10.1 Relationship of the Parties

The Parties are independent contractors.

The Agreement does not create a partnership, franchise, joint venture, fiduciary, agency, or employment relationship.

Neither Party has authority to bind the other except as expressly agreed.

Company’s authority under Section 2.1 to purchase, submit, publish, and manage advertisements on Customer’s behalf does not create a general agency relationship between the Parties.

10.2 Assignment

Customer may not assign the Agreement without Company’s prior written consent, not to be unreasonably withheld.

Company may assign the Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets or business to which the Agreement relates.

Any prohibited assignment is void.

10.3 Order of Precedence

If there is a conflict among documents governing Customer’s purchase or use of the Services, the following order of precedence applies unless expressly stated otherwise:

1. a negotiated amendment or addendum signed by both Parties;
2. the applicable Order;
3. an applicable Data Processing Addendum, but only for data-protection matters within its scope;
4. these General Terms and Conditions; and
5. Company’s generally applicable public Terms of Service.

For clarity, these GTC now govern Customer’s advertising activities in addition to Customer’s other business use of the Services.

Any former or separately published Advertiser Terms are superseded by these GTC with respect to agreements entered into after the effective date of these GTC, unless an applicable Order or amendment expressly provides otherwise.

These GTC and the applicable Order control over conflicting provisions in Reelist’s public Terms of Service with respect to Customer’s business use of the Services.

Any arbitration opt-out contained in Reelist’s public Terms of Service does not apply to Customer or to disputes governed by this Agreement.

Company’s Privacy Policy describes Company’s privacy practices but does not expand Company’s contractual rights to Customer Data or override the Agreement.

10.4 Entire Agreement

The Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous proposals, representations, negotiations, marketing materials, Advertiser Terms, and communications concerning that subject matter.

Customer purchase orders or similar administrative documents do not modify the Agreement, and conflicting or additional terms contained in them are void unless expressly accepted in writing by Company.

10.5 Amendments

An Order or negotiated provision may be amended only by a written agreement authorized by both Parties.

Company may update generally applicable online policies or documentation that do not materially reduce Customer’s contracted rights during a current subscription term.

Company may update these GTC prospectively for a renewal term by providing reasonable notice before the renewal becomes effective.

If Customer does not agree to materially revised GTC applicable to a future renewal term, Customer may elect not to renew in accordance with Section 8.2.

10.6 Waiver

No waiver is effective unless in writing by the Party granting the waiver.

A waiver on one occasion does not waive future enforcement.

10.7 Severability

If a provision is held unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted or severed as necessary, and the remaining provisions will remain in effect.

10.8 Governing Law and Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS THE PARTIES’ LEGAL RIGHTS.

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Except for claims described below, any controversy, claim, or dispute arising out of or relating to the Agreement, an Order, the Services, Customer’s advertising activities, or the relationship between Customer and Company, including a dispute concerning the formation, interpretation, enforceability, breach, or termination of the Agreement, will be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

The arbitration will be conducted by one arbitrator unless the Parties agree otherwise.

The arbitration may be conducted remotely, through written submissions, or at another location mutually agreed by the Parties, subject to the applicable AAA rules and the arbitrator’s direction.

Before initiating arbitration, the party seeking relief will provide the other party with written notice describing the dispute and requested relief and allow at least thirty (30) days for the Parties to attempt to resolve the dispute informally.

Notices to Company must be sent to legal@reelist.com.

The arbitrator will have authority to award any remedy or relief available under applicable law and consistent with the Agreement.

Judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or injunctive relief from a court of competent jurisdiction where reasonably necessary to protect intellectual property, Confidential Information, data or systems, prevent unauthorized access or use, or prevent imminent irreparable harm.

Either Party may also bring a qualifying individual claim in small claims court where applicable.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A DISPUTE COVERED BY THIS SECTION DECIDED BY A JUDGE OR JURY.

There is no right to opt out of this arbitration provision.

By entering into the Agreement, Customer and Company agree that this mandatory arbitration provision forms part of the Agreement governing the Services.

10.9 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS AGAINST THE OTHER WILL BE BROUGHT ONLY IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Unless both Parties agree otherwise, the arbitrator may not consolidate the claims of multiple unrelated parties or preside over a representative or class proceeding.

10.10 Force Majeure

Except for payment obligations, neither Party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, widespread internet or telecommunications failures, utility failures, epidemics, third-party advertising platform outages, or failures of third-party infrastructure not reasonably preventable by the affected Party.

The affected Party will use commercially reasonable efforts to mitigate the impact.

10.11 Notices

Legal notices under the Agreement must be in writing.

Notices to Customer may be delivered to the email address identified in the applicable Order or Customer account.

Notices to Company may be sent to:

legal@reelist.com

Notices are effective upon confirmed delivery except where applicable law requires otherwise.

10.12 Electronic Signatures

Electronic signatures, electronic acceptance, and electronically executed Orders have the same effect as originals to the extent permitted by applicable law.

10.13 No Third-Party Beneficiaries

Except as expressly stated in the Agreement, the Agreement does not create rights enforceable by third parties.

10.14 Headings

Section headings are for convenience only and do not affect interpretation.

11. CONTACT

Questions or legal notices regarding this Agreement may be sent to:

Reelist, Inc.
400 Granby St, #115
Norfolk, VA 23510
United States

Email: legal@reelist.com

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Changes

Reelist reserves the right, in its sole discretion, to change the policies under which reelist.com or related services are offered, including but not limited to the Privacy Policy and Terms of Service. The most current version of these policies will supersede all previous versions. When required by law, Reelist will notify you about significant changes to these policies by sending a notice to the primary email address specified in your account, placing a prominent notice on our Site, and/or updating any information on this page.

Your continued use of the Site and/or Services available through this Site after such modifications will constitute your: (a) acknowledgment of the modified policies; and (b) agreement to abide and be bound by those policies. Reelist encourages you to periodically review these policies to stay informed of our updates.