API TERMS OF USE

This Agreement sets forth the terms and conditions that apply to your access and use of the application programming interface (API) owned and operated Tagga Media Inc. (the “API”) and other services provided by Tagga Media Inc.

1.    Accepting the Terms

By using the information, tools, features and functionality of API (along with the services described below, the “Services”), you agree to be bound by this Agreement. If you wish to make use of the Services, you must read this Agreement and indicate your acceptance during the Sign up process.

You may not use the Services and you may not accept this Agreement if you are not of a legal age to form a binding contract with TAGGA. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.

2.    License

Subject to the terms and conditions of this Agreement, TAGGA grants to you, during the term of this Agreement, the nontransferable, non-sublicensable, nonexclusive, revocable right to use API and the other Services for the sole purpose of integrating the API into your [web site(s)] to create SMS and mobile site campaigns (each, a “Campaign”) for third party Customers (each, a “Customer”).

You acknowledge and agree that all Customers will be required to be bound by the TAGGA Terms of Use set out at www.TAGGA.com.

Your access and use of API and the other Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of API or other actions that TAGGA, in its sole discretion, may elect to take.

3.    Services

In addition to the license provided above, TAGGA shall provide you with the services set out in Exhibit A of this Agreement.

4.    Applicable Laws

You are only entitled to access API and use the Services for lawful purposes and it is your responsibility to ensure that any Campaigns that you create comply with all applicable laws, including without limitation, competition and privacy laws.

5.    Fee

In consideration for the Services granted above, you agree to pay the fees according to TAGGA’s payment and pricing policies. Any unpaid fees shall be subject to a late payment charge equal to the lesser of 1.5% per month and the maximum rate permitted under applicable law.

6.    Rights You Grant to Us

As the owner of any information, business data, passwords, usernames, PINs, other log-in information, materials or other content you provide to us through the Services, you are licensing this content to TAGGA solely for the purpose of providing the Services. By submitting or uploading any content, you represent that you are entitled to submit it to TAGGA for use for this purpose without violating anyone’s rights or any laws, without any obligation by TAGGA to pay any fees or other limitations.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to TAGGA related to the Services and API and TAGGA or its business (“Feedback”) shall become TAGGA’s property without any compensation or other consideration payable to you by TAGGA, and you do so of your own free will and volition.  TAGGA may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative TAGGA may decide into its services, software, documentation, business or other products, or any future versions or derivatives of the foregoing.  You hereby assign all rights on a worldwide basis in perpetuity to TAGGA in any Feedback and, as applicable, waive any moral rights.

Notwithstanding the foregoing, the graphic design and text created by you or on your behalf for the integration of API into your website(s) is and shall remain your property.

7.    TAGGA’s Intellectual Property Rights

The contents of API, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under the copyright, trade-mark, patent and other laws of Canada, the United States and other countries. The contents of API belong or are licensed to TAGGA or its software or content suppliers.  You may download or print a copy of information provided on or by API for your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from API in whole or in part for any other purpose is expressly prohibited without our prior written consent.

8.    Privacy

For information about TAGGA’s privacy practices, please read TAGGA’s Privacy Policy at www.TAGGA.com/privacy, which is incorporated into this Agreement. This policy explains how TAGGA treats your personal and corporate information, and protects your privacy, when you access API and use the Services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

9.    Third Party Sites & Content

The Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under TAGGA’s control, and you acknowledge that TAGGA is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by TAGGA or any association with its operators. You further acknowledge and agree that TAGGA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

10.    Your Profile Information & Confidentiality

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Services. That email address and password, together with any or other user information you provide form your “Profile Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

If you become aware of any unauthorized use of your Profile Information, you agree to notify TAGGA immediately.

11.    General Prohibitions

You agree that you will not:

1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor API or any portion of API, without TAGGA’s express written consent, which may be withheld in TAGGA’s sole discretion.

2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search API, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Microsoft Explorer).

3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of API.

4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of API.

5.  Attempt to circumvent or hack any security requirement or process in the use of the Services or API, or attempt to access any part of the API (or any of their related systems, networks, servers or other equipment) for which the you are not authorized to access, or attempt to disrupt in any manner the operation of API or the provision of the Services, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to API, or manipulate identifiers in order to disguise the origin of any content transmitted on or through API or in the course of providing the Services, or the source of any content.

6.  License, sublicense, rent or lease the Services to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Services available to third parties or otherwise commercially exploit the Services other than as expressly contemplated by this Agreement.

12.    Rules for Use of API

1. You are responsible for all content you incorporate with API and all of the results derived the use or non-use of API or its Services by you and by Customers in Campaigns created by you or on your behalf.

2. By using the Services and the API, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, process, and prepare derivative works of, modify, display, and perform all or any portion of the content in connection with API and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels.

3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate as determined by TAGGA.

4. You may not post or transmit any message, data, image or program that would violate the property rights or any other rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information of third party’s, and trade-marks or service marks used in an infringing fashion.

5. You may not interfere with other users’ use of the Services, including, without limitation, taking any action that imposes a disproportionate burden on the Services infrastructure or that negatively affects the availability of the Services to others.

6. You may not copy or use personal identifying or business contact information about other API and TAGGA.com users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Services are prohibited.

13.    Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH TAGGA.COM OR PROVIDED THROUGH THE SERVICES OR THE TAGGA API ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TAGGA MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF TAGGA.COM, TAGGA API OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND TAGGA API IS AT YOUR SOLE RISK.

TAGGA MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON TAGGA.COM OR OF THE SERVICES OR THE TAGGA API, OR WHICH IS DERIVED FROM OR BY THE USE OF API OR THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

TAGGA IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICES, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY TAGGA.

YOU AGREE TO USE THE SERVICES, TAGGA API AND TAGGA.COM WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.

14.    Limitations on TAGGA’s Liability

TAGGA SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO TAGGA.COM, THE SERVICES, TAGGA API OR THIS AGREEMENT, EVEN IF TAGGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TAGGA ’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO TAGGA.

15.    Your Indemnification of TAGGA

You shall defend, indemnify and hold harmless TAGGA and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, costs, damages and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Services or API.

16.    Terminating this Agreement

This Agreement will continue to apply until terminated by either you or TAGGA as set out below. If you want to terminate this Agreement, you may do so by providing thirty (30) days prior written notice to TAGGA. Your notice should be sent via email to: support@tagga.com or in writing, to TAGGA’s address at Suite 110-49 Dunlevy Avenu, Vancouver. B.C. V6A 3A3.  TAGGA may terminate this Agreement by providing thirty (30) days prior written notice to you.

Without cost, charge or liability, TAGGA may at any time, immediately upon notice to the e-mail address provided by you as part of your Profile Information, terminate this Agreement with you:

1.     If you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); or
2.     If TAGGA in its sole discretion believes it is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful).

17.    Modifications

This Agreement may be modified with the prior written consent of you and TAGGA.

18.    Governing Law and Forum for Disputes

If there is any dispute between you and TAGGA about or involving API or the Services, by using API or the Services, you agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of British Columbia in respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, API, or its Services howsoever arising, provided always that TAGGA may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.

19.    Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if TAGGA does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which TAGGA has the benefit of under any applicable law), this will not be taken to be a formal waiver of TAGGA’s rights and that those rights or remedies will still be available to TAGGA.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and TAGGA regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.