Last Updated: January 22, 2026
BY ENTERING INTO AN ORDER, CLICKING “I AGREE”, OR ACCESSING OR USING REELIST, INC. (“COMPANY”) SUBSCRIPTION SERVICES, INCLUDING THE PLATFORM AND RELATED APPLICATIONS OR APIS (COLLECTIVELY, THE “SUBSCRIPTION SERVICES” OR “PLATFORM”), YOU AGREE TO THESE GENERAL TERMS AND CONDITIONS (“GTC”). THESE GTC, ALONG WITH ANY REGISTRATION INFORMATION OR SELECTIONS YOU MAKE ON THE PLATFORM, OR ANY COMPANY ORDER SIGNED BY YOU AND COMPANY REFERENCING THESE GTC, FORM A LEGALLY BINDING AGREEMENT (COLLECTIVELY, THIS “AGREEMENT”). “YOU” OR “CUSTOMER” MEANS THE ENTITY IDENTIFIED AS THE CUSTOMER IN THE PLATFORM OR ORDER, AND THE APPLICABLE INDIVIDUAL ASSOCIATED WITH SUCH CUSTOMER REPRESENTS AND WARRANTS THAT HE OR SHE HAS AUTHORITY TO BIND SUCH CUSTOMER.
1. SERVICES
1.1 Subscription Services; Platform
Subject to the other provisions of this Agreement, Company will make available to Customer, on a non-exclusive and non-transferable basis, access to and use of the Subscription Services in accordance with Company’s then-current published documentation and any limitations or restrictions in this Agreement, including the applicable Order(s).
1.2 Professional Services: Consulting and Analysis
Customer may order, and Company will use commercially reasonable efforts to provide, mutually agreed consulting and professional services as described in any Order or statement of work agreed by the Parties (“Professional Services”).
1.3 Services Generally
The “Services” mean the Subscription Services, Professional Services, or other service-related obligations Company agrees to provide under this Agreement, including related Orders. The Services are designed and intended to facilitate Customer’s launch and management of social media recruiting and may include artificial intelligence and machine learning technologies (“AI” and “ML”).
The Services may include recommendations and analysis through AI, ML, or otherwise, but all decisions are solely Customer’s decisions and not Company’s decisions.
Customer will:
(a) be responsible for connecting to and using the Platform made available to it in accordance with this Agreement;
(b) cooperate with Company to facilitate the provision of the Services;
(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and notify Company promptly of any such unauthorized access or use;
(d) comply with all requirements, terms, and policies of social media, advertising, and other third-party software or service platforms or providers (including Facebook, Instagram, LinkedIn, ATS, HRIS, ERP, and other third parties), including any fees or costs charged by them; and
(e) use the Services only in accordance with this Agreement and all applicable laws and regulations.
1.4 Restrictions
Customer will not (and will not permit any of its affiliates, contractors, or users to):
(a) make the Platform, any Services, or any results of the Services available to any third party other than as contemplated by this Agreement or expressly authorized in writing by Company;
(b) resell, lease, distribute, transfer, or otherwise make available the Platform on a time-sharing or service bureau basis;
(c) use or access the Platform (including any API relating to the Platform) in any way that threatens the integrity, performance, or availability of the Platform or other customers or users;
(d) attempt to gain unauthorized access to the Platform, including any data stored or processed therein;
(e) decompile, disassemble, or reverse engineer the Platform, in whole or in part; or
(f) use or reference the Platform to develop or offer a competing service or product.
1.5 Ownership
Except for Customer’s limited right to access and use the Platform as expressly described in this Agreement, Company owns and reserves all rights, title, and interest in and to the Platform and Services (except for Customer Data). The Platform is made available on a strictly confidential and limited-use basis. This Agreement is not an agreement of sale, and no ownership rights in the Platform or any portion thereof are transferred to Customer.
Any derivative works, modifications, or enhancements relating to the Platform or any component thereof (whether created alone or jointly) will be solely and exclusively owned by Company. Customer assigns and agrees to assign to Company any rights, title, and interest in and to any feedback, suggestions, ideas, derivative works, modifications, enhancements, or improvements to the Platform or Services that Customer or its representatives provide or develop.
Customer will execute and deliver (or cause its representatives to execute and deliver) any additional documents reasonably necessary to perfect, maintain, protect, or enforce Company’s rights described above.
1.6 Third Party Materials
Certain software code, data, or content provided with, or needed to access or use, the Services or Platform may be subject to open source, free software, creative commons, or similar licenses (“Third Party Material”). Third Party Material is not subject to the terms of this Agreement except this Section, the disclaimer of warranties, and the limitations of liability.
Each item of Third Party Material is licensed under the terms of the license that accompanies such Third Party Material. Nothing in this Agreement limits Customer’s rights under or grants Customer rights that supersede the applicable license for Third Party Material. If Company makes modifications to Third Party Material and the applicable license requires such modifications to be made available, Company will make its modifications available on its website or as otherwise required.
2. CUSTOMER DATA
2.1 General
Customer acknowledges and understands that use of the Services will permit or require Customer to provide Customer data, content, materials, and other information (“Customer Data”) to Company for purposes of providing the Services and related analysis.
All Customer Data will be considered proprietary to Customer. Company may use Customer Data to perform the Services or as authorized under this Agreement, and Customer is responsible for obtaining any required third-party consents relating to Customer Data.
Company may aggregate and anonymize Customer Data (“De-Identified Data”) for analytical purposes and to monitor, improve, or expand the Services, Platform, or Company offerings, and/or use Customer Data to train and improve artificial intelligence algorithms and models (“AI Learnings”), as applicable. De-Identified Data and AI Learnings are Company’s property and may be combined and analyzed with other customers’ data for benchmarking and internal improvement purposes.
2.2 Data Safeguards; Disaster Recovery and Continuity
Company will maintain reasonable and appropriate data safeguards and procedures designed to prevent unauthorized use or disclosure of Customer Data in Company’s possession or control (“Data Safeguards”).
Company will periodically maintain archives and backups of Customer Data in accordance with Company’s generally applicable disaster recovery and business continuity procedures and industry standards.
2.3 Cloud Processing
Company may use nationally recognized third-party cloud service providers (such as Amazon Web Services or Microsoft Azure) to store and process Customer Data in accordance with industry standards.
Upon Customer’s reasonable request, Company will make available to Customer any audit reports or certifications that its subcontractor(s) providing hosting services generally make available to Company and its customers, subject to Customer’s agreement to comply with confidentiality and other terms required by such subcontractor or its auditors.
2.4 End of Term; Data Transfer
Upon termination or expiration of the Agreement, and subject to payment of all amounts then due, Company will transfer a copy of Customer Data in Company’s possession or control to Customer within thirty (30) days following termination or expiration (or otherwise upon Customer’s reasonable request).
Company is not obligated to store any Customer Data for more than thirty (30) days following termination or expiration, but may do so for an additional fee. Company will delete Customer Data in its control or possession thereafter, but may retain archival copies for archival purposes only and subject to the Data Safeguards.
3. CONFIDENTIAL INFORMATION
All confidential information will be held in confidence, and the receiving Party will take all steps reasonably necessary to preserve the confidentiality of the other Party’s confidential information.
The receiving Party will not use or disclose the disclosing Party’s confidential information except:
(a) as necessary to exercise rights or perform obligations under this Agreement; or
(b) as required by law, provided the other Party is given a reasonable opportunity to obtain a protective order.
The receiving Party will limit access to the disclosing Party’s confidential information to employees or representatives whose responsibilities require such access, and will advise such persons of the confidential nature of the information and require them to comply with this Section.
Either Party may disclose this Agreement to its actual or potential investors, creditors, professional advisors, or attorneys subject to confidentiality obligations.
Company’s confidential information includes the Platform.
4. PAYMENTS
In consideration for the rights granted, Customer will pay Company, without offset or deduction, the fees and expenses described in the Order (or otherwise published on the Platform if no Order was executed).
Usage in excess of any included amounts, plan limits, or other quantities set forth in an Order will be subject to additional fees.
Unless otherwise provided, all fees are due within thirty (30) calendar days after invoice and subscription fees may be invoiced in advance.
Fees may increase annually or on each renewal term, provided Company gives Customer at least thirty (30) days’ prior notice, which may occur on the Platform or through an invoice.
Fees and other amounts payable by Customer do not include any taxes of any jurisdiction (excluding taxes based on Company’s net income). Customer will pay all applicable taxes and will promptly reimburse Company for any taxes Company is required to collect or pay (other than taxes based on Company’s net income).
All fees and amounts paid or payable under this Agreement are non-refundable and non-cancellable, except as expressly provided.
If Customer’s account is overdue, Company may suspend Customer’s access to or use of the Services, without further notice, until Customer has paid the full balance owed, plus interest at eighteen percent (18%) per annum.
Customer will pay for media spend, if any, as described in the applicable Order.
4.1 Suspension
If Customer’s payment method fails, Customer’s account is past due, or Customer exhausts any included or purchased usage credits, Company may suspend or limit access to the Services (including pausing active campaigns and restricting Platform functionality) until all outstanding amounts are paid and sufficient credits are available.
Customer acknowledges that suspension may result in delays, interruptions, or loss of campaign delivery, messaging activity, and other Service outcomes.
5. DISCLAIMERS, LIMITED WARRANTY, INDEMNITY, AND LIMITATION OF LIABILITY
5.1 Beta Service Disclaimer
Services provided on a beta, trial, or evaluation basis may not be appropriate for all customers and may contain errors or omissions. Customer’s sole remedy for any defect, error, or omission relating to a beta Service is to stop accessing or using that beta Service. Section 5.2 does not apply to beta Services.
5.2 Limited Warranty
Company represents and warrants that:
(a) to the best of Company’s knowledge, it has sufficient rights to grant the subscriptions and licenses described in this Agreement and has obtained any required authorizations and consents to provide such subscriptions and licenses; and
(b) the Platform will perform substantially in accordance with Company’s published documentation and be available at least 99.9% of the time each month, excluding events outside Company’s reasonable control.
Customer’s sole remedy, and Company’s sole obligation, for Company’s breach of this warranty is for Company to use commercially reasonable efforts to cure the breach. If Company fails to cure, or if cure is not commercially practical and the breach is material, Customer may terminate and receive a refund of an equitable portion of any fees prepaid for the non-conforming Services not provided after termination.
5.3 Disclaimer
CUSTOMER IS SOLELY RESPONSIBLE FOR RESULTS OBTAINED FROM USE OF THE PLATFORM AND SERVICES, ITS RELIANCE AND DECISIONS RELATING TO THE PLATFORM AND SERVICES, AND ITS USE OF THE PLATFORM AND SERVICES. THE SERVICES ARE NOT GUARANTEED TO ACHIEVE ANY PARTICULAR ADVERTISING, RECRUITING, OR OTHER RESULTS.
EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, ACCURACY, OR NON-INFRINGEMENT.
5.4 Indemnity
Each Party will indemnify, defend, and hold harmless the other Party for direct infringement caused by such Party’s intellectual property provided under this Agreement (including the Platform in the case of Company, and Customer Data in the case of Customer).
Additionally, Customer will indemnify, defend, and hold harmless Company and its affiliates, representatives, successors, and assigns from any claim, allegation, suit, damage, expense, or loss related to:
(i) Customer’s employment, recruiting, and advertising practices or decisions;
(ii) advertisements or content created by Customer or its authorized users in connection with the Services; and
(iii) Customer’s job applicants and actual or prospective employees or former employees.
5.5 Damage Limitation
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF OPPORTUNITIES, REVENUE, OR SAVINGS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE PRIOR TWELVE (12) MONTHS FROM THE EVENT GIVING RISE TO LIABILITY (THE “CAP”).
THE FOREGOING LIMITATIONS WILL NOT APPLY TO A PARTY’S WILLFUL MISCONDUCT, UNAUTHORIZED USE OR DISCLOSURE OF THE PLATFORM OR RELATED INTELLECTUAL PROPERTY OR INFORMATION, OR INDEMNIFICATION OBLIGATIONS. IN ADDITION, COMPANY’S TOTAL LIABILITY RELATING TO NONCOMPLIANCE WITH THE DATA SAFEGUARDS WILL BE LIMITED TO 1.5 TIMES THE CAP ABOVE.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO:
(A) CUSTOMER’S PAYMENT OBLIGATIONS;
(B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR
(C) COMPANY’S BREACH OF DATA SAFEGUARDS.
6. TERM AND TERMINATION
The initial term of the Services will be as specified in the Order (the “Initial Term”). If the Order specifies a month-to-month subscription, the Initial Term will be month-to-month or as otherwise stated during registration on the Platform.
The term will automatically renew for the duration of the Initial Term (each renewal a “Renewal Term” and collectively with the Initial Term, the “Term”), unless a Party provides at least thirty (30) days’ written notice of non-renewal or as otherwise provided in this Agreement.
Either Party may terminate for uncured material breach of the other Party or as otherwise expressly provided in this Agreement.
Upon termination or expiration:
(a) Customer will cease using and accessing the Services and Platform;
(b) each Party will return or destroy the other Party’s confidential or proprietary information in its possession or control; and
(c) Customer will remain responsible for paying fees for the then-current subscription term unless Customer is terminating for Company’s uncured material breach.
Company may immediately pause or disable Customer’s campaigns, user accounts, and access to the Platform if any amounts remain unpaid or if usage credits are insufficient.
7. MISCELLANEOUS
7.1 Relationship
The relationship between the Parties is that of independent contractors, not partners, joint venturers, or agents.
7.2 Assignment
Customer may not assign this Agreement or its rights without Company’s prior written approval. Company may assign this Agreement without Customer’s consent in connection with a merger, acquisition, or sale of substantially all assets.
7.3 Entire Agreement
This Agreement states the entire understanding between the Parties with respect to its subject matter and supersedes all prior proposals, marketing materials, negotiations, and other communications.
7.4 Modifications; Waiver
No waiver of any breach of this Agreement will be effective unless in writing and signed by an authorized representative of both Parties. This Agreement may not be modified or amended except by written agreement of the Parties.
7.5 Severability
If any portion of this Agreement is held to be illegal, invalid, or unenforceable, such portion will be deemed severed and the remaining provisions will remain in full force and effect.
7.6 Governing Law; Venue
This Agreement will be construed and enforced in accordance with the laws of the State of Delaware, excluding choice of law rules. Any dispute relating to this Agreement will be subject to the exclusive jurisdiction of the courts in Delaware.
7.7 Force Majeure
Except with respect to Customer’s payment obligations, neither Party will be liable for failure to perform due to causes beyond its reasonable control.
7.8 Publicity
Customer authorizes Company to use Customer’s name in routine lists of Company customers and as a reference. Company may not use Customer’s name in advertising or press releases without Customer’s prior written consent. Customer grants Company the right to include its name and logo on Company’s website and marketing materials as a representative customer.