LAST REVISED ON: FEBRUARY 15, 2023
MASTER CREATOR TERMS AND CONDITIONS
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. By accessing Tagger Media Technology or providing Services, you represent that you are at least 16. 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:
- EU Resident Creators have certain rights under GDPR over processing of non-aggregated personal data and information (such as Creator’s name or email address), such as the right to request that such data is erased or rectified, for example. More specifically, EU resident Creators have the following rights:
right of access,
right of data portability,
right to erasure,
right to object,
right to rectification, and
right to restriction of processing. For exercising the above rights in case of processing of data Tagger Media obtained directly from the Creator or otherwise via means other than public Content Platform APIs, Creator should reach out to firstname.lastname@example.org stating their request. For exercising the above rights in case of processing of data Tagger Media obtained via public Content Platform APIs, Creator should reach out to Content Platforms directly stating their request.
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:
modify, adapt, alter, translate, or create derivative works from the Tagger Media Technology;
sublicense, distribute, sell, or otherwise transfer the Tagger Media Technology (or the access thereto) to any third party;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Tagger Media Technology;
interfere in any manner with the operation of the Tagger Media Technology or attempt to gain unauthorized access to the Tagger Media Technology;
remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Tagger Media Technology;
remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Tagger Media Technology; or
display or otherwise use any Creator Content or Submissions in any manner (including without limitation to generate revenue for Creator) other than as set forth in the applicable Program Details.
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:
is in violation of any applicable law or regulation;
infringes upon the copyright, trademark, trade secret, or other intellectual property rights of others;
violates the privacy, publicity, or other personal rights of others,
is defamatory, obscene, threatening, abusive or hateful;
contains any viruses, corrupted files, or similar software;
falsifies or deletes any author attributions or other similar notices or proprietary designations; or
otherwise violates any applicable code of conduct or other guideline that is applicable to such material.
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:
accessing data not intended for Creator or logging into a server or account that Creator is not authorized to access;
attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measure;
attempting to interfere with the Services, including submitting a virus, overloading, "flooding", "spamming", "mailbombing" or "crashing"; or
forging any TCP/IP packet header or any part of the header information in any message or posting. Violations of any applicable law, regulation, or our system or network security may result in civil or criminal liabilities. Tagger Media reserves the right to investigate such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
REPRESENTATIONS AND WARRANTIES
By Each Party. Each party represents, warrants, and covenants to the other party that:
such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;
this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms;
this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and
such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.
By Creator. Creator represents, warrants and covenants that:
Creator is the original author and sole owner of the Creator Content or otherwise that for all Creator Content, Creator has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content;
no Creator Content created or obtained by Creator and uploaded to Tagger Media Platform shall infringe on or violate any IPR or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission;
no Creator Content delivered or posted by Creator hereunder shall contain any profanity, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material;
Creator Content may not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information,
Creator will comply with all laws, rules, and regulations applicable to Creator in its performance under the Program Details;
no Program Detail will conflict with, result in a breach of, or constitute a default under any other agreement to which Creator is a party or by which Creator is bound and
Creator is not and has not engaged in the past in any strategies to grow Creator’s number of followers or levels of user engagement that would reasonably be characterized as “inorganic” or “inauthentic”, including, but not limited to: (i) acquiring fake followers, (ii) engaging bots to follow, like and comment on Creator Content, or (iii) offering monetary payment or other compensation to users for engaging with Creator Content or following Creator’s accounts at scale.
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.
LIMITATION OF LIABILITY
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.
TERM AND TERMINATION
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:
any breach by Creator of this Agreement;
the Creator Content or Submissions, or Tagger Media’s or an Advertiser’s use thereof;
the Program Details or any transactions or interactions with Advertisers contemplated or arising thereunder; or
any negligent or wrongful acts takes by Creator or any of Creator’s principals, agents, affiliates, or representatives.
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:
disclose such Confidential Information to any third party without the prior written consent of Tagger Media,
- will notify Tagger Media if Creator becomes aware of any breach of confidentiality in any manner whether through
Creator’s negligence, acts or omissions, or
computer virus, or theft of Creator’s computer or login information;
use the Confidential Information for any purpose other than to carry out the Services contemplated hereunder. Creator acknowledges that misuse or disclosure of any Confidential Information by Creator will give rise to irreparable injury to Tagger Media or the owner of such information, which is inadequately compensable in damages. Accordingly, Tagger Media or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.
GOVERNING LAW; VENUE
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:
a general notice on the Services;
by electronic mail to Creator’s e-mail address on record in Tagger Media’s account information; or
by written communication sent by first class mail or pre-paid post to your address listed in Tagger Media’s account information. All notices to be delivered by Creator to Tagger Media shall be in writing and shall be delivered by electronic mail to Tagger Media at the following address: email@example.com or firstname.lastname@example.org. Either Tagger Media, on one hand, or Creator, on the other hand, may update its contact information for receiving notices by providing written notice of such update to the other party in the manner provided in this paragraph. A notice delivered electronically hereunder will be deemed to have been delivered on the date and time of the signed receipt or confirmation of delivery or transmission thereof, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. local time on a business day, in which case such notice will be deemed to have been received on the next succeeding business day. A notice delivered by first class mail or pre-paid post will be deemed to have been given three (3) business days after mailing or posting.
Name: Peter Kennedy, President
Address: 2001 Wilshire Blvd. Suite 301
Santa Monica, CA 90403