These Master Terms and Conditions (this “Agreement”) are between Tagger Media Inc., a Delaware limited liability company (“Tagger Media”), and you, or, if you represent an entity or other organization, that entity or organization (in either case “Creator”), and provide the terms and conditions under which Creator may utilize the Tagger Media platform to facilitate creation and delivery of content services (the “Services”) by such Creator to an advertiser (the “Advertiser”). The effective date of this Agreement (the “Effective Date”) shall be the date that an Creator has clicked through acceptance of the terms of this Agreement.
Creator’s access to the Services will be provided subject to the terms of this Agreement, and if Creator wishes to access or use any Tagger Media Technology (as defined below), Creator may do so only in compliance with the terms of this Agreement.
Without limiting the foregoing, Creator must be 16 or older and meet any of the other qualifications included in this Agreement. If you are younger than 16, then you may access Tagger Media Technology or provide Services only if you have your parents’ or guardians’ prior written consent. By accessing Tagger Media Technology or providing Services, you represent that you are at least 16 or that you are younger than 16 and have your parents’ prior written consent to do so. If you are a parent or guardian providing consent for a child of age younger than 16 to access Tagger Media Technology or provide Services, then you agree to accept full responsibility for that child’s use of Tagger Media Technology and provision of Services under this Agreement. You may access the Tagger Media Technology and provide Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you are required to agree to before being given access to any specific areas of Tagger Media Technology (any such additional agreements are in addition to this Agreement and will govern your use of the portions of Tagger Media Technology to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements). Tagger Media reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Services or the Tagger Media Technology (or any portion thereof), or your right to provide Services, with or without notice.
PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY OTHERWISE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING TAGGER MEDIA TECHNOLOGY OR PROVIDING SERVICES, INFLUENCER ACKNOWLEDGES HAVING READ, UNDERSTOOD, AND AGREEING TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE “ACCEPT” BUTTON, OTHERWISE ACCEPT THIS AGREEMENT, OR ACCESS OR USE THE TAGGER MEDIA TECHNOLOGY OR PROVIDE SERVICES.
All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.
“Advertiser” means any client, its affiliates, or customer that has a contractual relationship with Tagger Media to receive Creator Content or Submissions, and which may sometimes be referred to as “Subscriber.”
“Content Platform” means all or any portion of a website containing written, video or photographic commentary, news or discussion on one or more particular topics (such as a “Blog”) and that includes any Creator Content.
“Confidential Information” means all information, including but not limited to the material terms of this Agreement, relating to or disclosed in the course of performing under this Agreement which is or should be reasonably understood to be confidential or proprietary to Tagger Media, its Advertisers, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners.
“Creator Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by Creator pursuant to Program Details.
“IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.
“Program Details” encompasses the terms of any contractual relationship Creator and Advertiser may engage in directly, as well as the specific details provided to Creator by the Advertiser, including, but not limited to, compensation, program dates, branding guidelines, general and specific Creator responsibilities towards the Advertiser.
“Tagger Media Analytics Code” means computer code, including tracking links (such as bit.ly), provided by Tagger Media from time to time for inclusion in produced content.
“Tagger Media Technology” means the Tagger Media Analytics Code, and all additional software, hardware and other technology used by or on behalf of Tagger Media to provide services to its Advertisers and Creator.
This Agreement governs solely the processing of Creator’s personal data obtained directly from the Creator or otherwise obtained via any means other than through publicly available Content Platform APIs (including but not limited to Facebook’s Graph API, Instagram API, Twitter API, etc.). Processing of data obtained via public Content Platform APIs will be governed by respective Terms and Conditions and Privacy Policies for such applicable Content Platform API.
Applicable to EU Resident Data Subjects (Creators) Only:
Except as expressly provided in the Program Details, all Creator Content, Submissions and all IPR therein or related thereto, are owned by Creator. Creator hereby permits Tagger Media to display on the
Services, analyze, and share Creator Content, Submissions and IPR with Tagger Media Subscribers, irrespective of any contracts that may or may not exist between said Subscribers and Creator.
The Tagger Media Technology, and all technology, code, and IPR therein or related thereto, is owned by Tagger Media or its licensors. During the term of this Agreement, Tagger Media hereby grants to Creator a non-exclusive, non-transferable, personal, revocable license to: (i) during the term of each applicable Program Detail, use the Tagger Media Technology as necessary for Creator to perform Creator’s applicable obligations under such Program Detail, and (ii) access analytics solution available through the Tagger Media Platform for the purpose of analyzing Creator’s own audience, social media metrics, and other data available relating to Creator’s profile. Except as permitted pursuant to this Agreement, Creator may not, and will not permit any third party to:
To the extent that Creator accesses any portion of the Services requiring a login ID or a password, Creator is responsible for all use of the Services made using Creator’s login ID and password, whether or not the use is made by Creator or someone else using that information. Creator is responsible for protecting and securing Creator’s login ID and password from unauthorized use, and Creator agrees to indemnify Tagger Media, its affiliates, and their respective members, managers, directors, officers, and agents against all loss or damage arising from such unauthorized use. If Creator believes there has been a breach of security of Creator’s login ID or password, Creator agrees to notify Tagger Media immediately. Although under no obligation to do so, Tagger Media reserves the right to review and remove any Creator Content that, in its sole judgment, violates this Agreement, violates applicable laws, rules, or regulations, or that is otherwise abusive, disruptive, offensive, harmful, or illegal. Tagger Media reserves the right to expel Creator and to prevent Creator’s further access to the Services if Creator violates this Agreement. Further, Tagger Media reserves the right to take any action that it deems appropriate with respect to user content in order to prevent potential liability, damage to its brand or public image, or damage to its relationship with its Advertisers, vendors, or suppliers.
Creator is prohibited from posting or transmitting any Creator Content or any other material or information that:
Creator is also prohibited from violating or attempting to violate the security of the Services or the Tagger Media Technology. More specifically, Creator is prohibited from doing any of the following:
By Each Party. Each party represents, warrants, and covenants to the other party that:
By Creator. Creator represents, warrants and covenants that:
EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THE TAGGER MEDIA TECHNOLOGY IS PROVIDED “AS IS” AND TAGGER MEDIA DISCLAIMS, AND INFLUENCER DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, TAGGER MEDIA SHALL NOT BE LIABLE TO INFLUENCER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF INFLUENCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time and for any reason (or no reason) by written notice to the other party.
Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. The paragraphs of this Agreement titled “Ownership,” “Representations and Warranties,” “Data Ownership,” “Term and Termination,” “Indemnification,” “Confidentiality,” “Venue,” “Notices,” and “Miscellaneous” will survive any expiration or termination of this Agreement, as well as any provisions that ought reasonably be construed to survive such termination or expiration.
Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any breach of the Indemnifying Party’s representations or warranties under this Agreement. Creator further agrees to indemnify, defend, and hold harmless Tagger Media and its Advertisers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) resulting from:
Creator acknowledges that in the course of utilizing the Tagger Media platform and/or performing the Services for the Advertiser, Creator may acquire certain Confidential Information. Creator shall not:
This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to principles of conflicts of laws. Any legal action proceeding relating to this Agreement or the Services shall be brought exclusively in the State or Federal courts located in the State of Delaware. Each Party hereby agrees to submit to the jurisdiction of, and agrees that venue is proper in, those courts in any such legal action or proceeding.
Tagger Media reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline hereunder or referenced herein, at any time and in its sole discretion. When Tagger Media makes changes, Tagger Media will revise the “last updated” date at the top of this Agreement. Any changes will be effective immediately upon posting by Tagger Media or upon notice by Tagger Media to Creator. Creator’s continued access or use of the Tagger Media Technology or providing Services following the posting of changes will constitute Creator’s acceptance of such changes. To the extent that any modification to this Agreement is deemed invalid or ineffective, for any reason, the terms and conditions of this Agreement as in effect immediately prior to such modification shall remain in effect and shall be controlling.
For notices that are directed to Creator under this Agreement (including as part of Tagger Media’s general customer base), Tagger Media may give notice by means of any of the following: