Creator Terms of Use

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 organisation, that entity or organisation (in either case “Creator”), and provide the terms and conditions under which Creator may utilise 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.

The Creator’s access to the Services will be provided subject to the terms of this Agreement, and if the Creator wishes to access or use any Tagger Media Technology (as defined below), the Creator may do so only in compliance with the terms of this Agreement.

Without limiting the foregoing, the 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 at 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, THE 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.

DEFINITIONS

All capitalised 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 the Creator pursuant to the Programme 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.

“Programme Details” encompasses the terms of any contractual relationship the Creator and Advertiser may engage in directly, as well as the specific details provided to the Creator by the Advertiser, including, but not limited to, compensation, programme dates, branding guidelines, and 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.

SERVICES

During the term of this Agreement, the Advertiser may provide Programme Details to the Creator from time to time. If the Creator accepts the Programme Details, the Creator will provide the Advertiser with the Services as more specifically described in the applicable Programme Details. The Creator’s contractual relationship will be directly with the Advertiser, and the Creator will be solely responsible for the performance of the Services and hosting, maintenance and operation of the Creator’s Content Platform. The Creator will operate each Content Platform in accordance with Tagger Media’s Creator Privacy Statement (“Privacy Policy”) which is posted on the Tagger Media website at https://www.taggermedia.com/legal/creator-privacy-policy. The Creator’s privacy policy must contain terms no less protective of personal information than the terms of Creator Tagger Media’s Privacy Policy.

DATA PRIVACY

The Creator expressly consents to and allows Tagger Media to collect, use, process and disclose personally identifiable information and other data and information as described in this agreement and Tagger Media’s then-current Privacy Policy for the purposes of: (a) executing influencer marketing programmes; (b) facilitating communications between the Creator and the Advertiser; (c) providing the Advertiser with campaign analytics; and (d) providing Advertisers with a way to extend Programme Proposals to Creators they haven’t contracted with directly yet.

This Agreement governs solely the processing of the 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.

In addition, and notwithstanding anything in the Privacy Policy, Tagger Media will have the right to, both during the term of this Agreement and thereafter, collect and analyse data and information (including personally identifiable data and information) resulting from the Creator’s (and any of the Creator’s readers’) access to and use of a Content Platform. Most, but not all, of this data and information is used and disclosed by Tagger Media only in an aggregated non-personally identifiable form that does not directly identify the Creator or any other entity or natural person as the source thereof. All such aggregated data and information will be solely owned by Tagger Media and may be used by Tagger Media for any lawful business purpose, including for the purposes of data analytics or in order to further enhance or improve the Services, without a duty of accounting to the Creator. In addition, the Creator acknowledges and agrees that Tagger Media may disclose all information about the Creator and that the Creator may provide with respect to Creator Content or a Submission to the applicable Advertiser to which that Creator Content or Submission relates. In some instances, Tagger Media might share the Creator’s first-party and personal data with Tagger Media’s broader Advertiser base for the purposes of allowing said Advertisers to contact the Creator and extend Programme Proposals to them. In case the Creator wishes to object to such sharing, the Creator can email Tagger Media with the request via [email protected].

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 the 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:
  1. right of access,
  2. right of data portability,
  3. right to erasure,
  4. right to object,
  5. right to rectification, and
  6. 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 [email protected] stating their request. For exercising the above rights in case of processing of data Tagger Media obtained via public Content Platform APIs, the Creator should contact Content Platforms directly stating their request.
• In the event of any conflict between this Agreement and any other agreement the Creator has entered into with Tagger Media (including, without limitation, Tagger Media’s Privacy Policy), the terms of this Agreement shall prevail unless such other agreement expressly provides otherwise by reference to the provision that is unavailing.

OWNERSHIP

Except as expressly provided in the Programme Details, all Creator Content, Submissions and all IPR therein or related thereto, are owned by the Creator. The Creator hereby permits Tagger Media to display on the

Services, analyse 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 the Creator a non-exclusive, non-transferable, personal, revocable licence to: (i) during the term of each applicable Programme Detail, use the Tagger Media Technology as necessary for the Creator to perform the Creator’s applicable obligations under such Programme Detail; and (ii) access analytics solution available through the Tagger Media Platform for the purpose of analysing the Creator’s own audience, social media metrics and other data available relating to the Creator’s profile. Except as permitted pursuant to this Agreement, the Creator may not, and will not permit any third party, to:

1. modify, adapt, alter, translate or create derivative works from the Tagger Media Technology;
2. sublicense, distribute, sell or otherwise transfer the Tagger Media Technology (or the access thereto) to any third party;
3. reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Tagger Media Technology;
4. interfere in any manner with the operation of the Tagger Media Technology or attempt to gain unauthorised access to the Tagger Media Technology;
5. 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;
6. remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Tagger Media Technology; or
7. display or otherwise use any Creator Content or Submissions in any manner (including without limitation to generate revenue for the Creator) other than as set forth in the applicable Programme Details.

To the extent that the Creator accesses any portion of the Services requiring a login ID or a password, the Creator is responsible for all use of the Services made using the Creator’s login ID and password, whether or not the use is made by the Creator or someone else using that information. The Creator is responsible for protecting and securing the Creator’s login ID and password from unauthorised use, and the 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 unauthorised use. If the Creator believes there has been a breach of security of the Creator’s login ID or password, the 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 the Creator and to prevent the Creator’s further access to the Services if the Creator violates this Agreement. Furthermore, 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.

The Creator is prohibited from posting or transmitting any Creator Content or any other material or information that:

1. is in violation of any applicable law or regulation;
2. infringes upon the copyright, trademark, trade secret or other intellectual property rights of others;
3. violates the privacy, publicity or other personal rights of others,
4. is defamatory, obscene, threatening, abusive or hateful;
5. contains any viruses, corrupted files or similar software;
6. falsifies or deletes any author attributions or other similar notices or proprietary designations; or
7. otherwise violates any applicable code of conduct or other guideline that is applicable to such material.

The Creator is also prohibited from violating or attempting to violate the security of the Services or the Tagger Media Technology. More specifically, the Creator is prohibited from doing any of the following:

1. accessing data not intended for the Creator or logging into a server or account that the Creator is not authorised to access;
2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measure;
3. attempting to interfere with the Services, including submitting a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or
4. 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:

1. such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;
2. this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms;
3. 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
4. such party will comply with all laws, rules and regulations applicable to such party in its performance under this Agreement.

By the Creator. The Creator represents, warrants and covenants that:

1. The Creator is the original author and sole owner of the Creator Content or otherwise that for all Creator Content, the Creator has obtained all necessary rights, licences, 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;
2. no Creator Content created or obtained by the Creator and uploaded to the 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;
3. no Creator Content delivered or posted by the Creator hereunder shall contain any profanity, scandalous, libellous, defamatory, obscene, pornographic or unlawful matter or material;
4. 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,
5. The Creator will comply with all laws, rules and regulations applicable to the Creator in its performance under the Programme Details;
6. no Programme Detail will conflict with, result in a breach of, or constitute a default under, any other agreement to which the Creator is a party or by which the Creator is bound and
7. The Creator is not and has not engaged in the past in any strategies to grow the Creator’s number of followers or levels of user engagement that would reasonably be characterised 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 the 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 THE 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 THE INFLUENCER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE 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 expiry or termination of this Agreement, all revocable licences 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 expiry or termination of this Agreement, as well as any provisions that ought reasonably be construed to survive such termination or expiry.

INDEMNIFICATION

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 lawyers’ fees, court costs, damage awards and settlement amounts) that result from any breach of the Indemnifying Party’s representations or warranties under this Agreement. The 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 lawyers’ fees, court costs, damage awards and settlement amounts) resulting from:

1. any breach by the Creator of this Agreement;
2. the Creator Content or Submissions, or Tagger Media’s or an Advertiser’s use thereof;
3. the Programme Details or any transactions or interactions with Advertisers contemplated or arising thereunder; or
4. any negligent or wrongful acts taken by the Creator or any of the Creator’s principals, agents, affiliates or representatives.

CONFIDENTIALITY

The Creator acknowledges that, in the course of utilising the Tagger Media platform and/or performing the Services for the Advertiser, the Creator may acquire certain Confidential Information. The Creator shall not:

1. disclose such Confidential Information to any third party without the prior written consent of Tagger Media,
2. will notify Tagger Media if the Creator becomes aware of any breach of confidentiality in any manner whether through
   • the Creator’s negligence, acts or omissions, or
   • a computer virus, or theft of Creator’s computer or login information;
3. 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.

CHANGES

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 at 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 the Creator. The Creator’s continued access or use of the Tagger Media Technology or providing Services following the posting of changes will constitute the 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.

NOTICES

For notices that are directed to the 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:

1. a general notice on the Services;
2. by electronic mail to the Creator’s email address on record in Tagger Media’s account information; or
3. 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 protected] or [email protected]. Either Tagger Media, on one hand, or the 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 at the 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 pm 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.

MISCELLANEOUS

This Agreement and Tagger Media’s Creator Privacy Policy (both of which are incorporated by reference) are the complete and exclusive understanding and agreement regarding utilisation of the Services, and supersede any oral or written proposal, prior agreement or other communication between Tagger Media and the Creator. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable lawyers’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of the Creator hereunder may be assigned or transferred by the Creator (in whole or in part and including by sale, merger, change in control or ownership of securities, or operation of law) without the prior written approval of Tagger Media. Any assignment in violation of the foregoing will be null and void. Tagger Media may freely assign this Agreement or any of its rights hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Tagger Media may reference the Creator as a provider of Services and use the Creator’s name, likeness and logo, as applicable, in listings of influencers appearing on the Services and website and for other marketing and promotional purposes.

CONTACT INFORMATION:

Name: Peter Kennedy, President

Address: 2001 Wilshire Blvd. Suite 301
Santa Monica, CA 90403

Email: [email protected]