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1. Subscription Agreement Terms & Conditions
BACKGROUND:
PRIMETAG is a company that develops solutions in the area of digital marketing and has developed a platform that allows the contact with registered Influencers (hereinafter, "Influencers"), the creation of campaigns and award of budgets to the selected Influencers as well as the creation of a report by campaign;
Customer acknowledges in PRIMETAG the know-how and technical skills in the areas in which it operates and intends to subscribe to the services provided by the platform, designed and developed by the PRIMETAG;
Customer acknowledges having ownership over all content that generates private data, information, statistics and reports within the Customer’s campaigns inside Primetag, and that it has full rights to access it;
Customer agrees not to use Primetag’s tools to access private data, obtain private information, statistics, or reports for which it does not have explicit authorization from it’s respective owners, namely the influencers that generated the content and any associated entities, such as, but not limited to, competitor brands. Any action deemed suspicious will be reviewed by Primetag’s team and in case of any violation without a proper justification the Customer can be banned from the platform, lose its subscription and consequently its access to any of the data.
1.1. Definitions
"Services" include access and use of Software, installed, operated and maintained by PRIMETAG.
"Software" the platform where Customer can manage influencers and run campaigns.
"Effective Date" is the date when you purchase Services and therefore enter into this Agreement.
1.2. Service
Pursuant to this Agreement, PRIMETAG grants Customer a non-exclusive and, unless otherwise specified herein, non-transferable right of access to and use of the Services for the time period and on conditions indicated herein. PRIMETAG grants still updates and technical assistance for Service if necessary.
In consideration for the Services, Customer shall timely pay that certain subscription fee and other amounts that may be due by PRIMETAG in the following cases:
Purchase of additional services.
Unless otherwise stated, the Service is in a standard format. The Customer cannot request PRIMETAG to provide any custom modification or system integration.
PRIMETAG reserves the right to upgrade, modify, replace or reconfigure the Software at any time, provided that Customer will be provided at least (7) seven days’ advance notice for changes that significantly affect use of the Software. Any such notice may be given and shall be effective if provided in an email sent to Customer’s account representative, a notification in the Web Panel.
All information provided on the Service is purely informative and PRIMETAG is not responsible for the treatment and interpretation that the Customers attributes to it.
If PRIMETAG has evidence that the subscription made does not correspond to a real customer and that it is fraud, PRIMETAG can delete the account without further ado.
1.3. Term and Termination
The Agreement is entered into for the period described in the Subscription Agreement under which the Services will be provided beginning from the Effective Date (the "Term") of the Subscription Agreement.
Upon expiration of the Term, the Subscription Agreement shall automatically renew for a successive period of the same length unless and until Customer gives PRIMETAG notice of non-renewal at least thirty days (30) days prior to the next scheduled renewal date.
The parties cannot terminate unilaterally this agreement before the expiration date.
1.4. Fees and Other Payments
Customer shall pay the Subscription Fee per the Subscription Agreement to PRIMETAG. This fees for Services shall be non-refundable in any situation. The amounts referred to in this clause will add VAT at the legal rate in force and will be paid based on the payment terms detailed in the Subscription Agreement after receipt of the corresponding invoices.
In addition, other costs will be invoiced according to the commercial proposal and must be paid within thirty (30) days of the invoice being sent.
Customer shall pay Subscription Fee and other costs by way of bank transfer or in any other manner suggested by PRIMETAG.
Any payment not received by the date due shall bear interest from the date past due at the rate the maximum rate permitted by applicable law.
PRIMETAG reserves the right to suspend the Services until the overdue amounts are paid in full.
1.5. Updates and Technical Assistance
The Updates to the software must be made by PRIMETAG at any time during the execution of this agreement, and subscriber shall be informed of such updates in advance of at least 5 working days.
The parties agree that Customer will have access to technical assistance for an unlimited period and during the execution of this agreement.
The technical assistance mentioned in the previous number will be provided directly by PRIMETAG.
The Customer can be propose modifications however just PRIMETAG can decide if may or may not consider them.
1.6. Customer Obligations
Allow access to all information necessary for the execution of this agreement to PRIMETAG during the execution of the same and:
Comply with the terms here agreed;
Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify PRIMETAG of any such unauthorized access or use;
Not use the Service for purposes other than those agreed between the parties.
1.7. Expenses and Charges
All expenses and charges of each party for the execution of this agreement, as well as any expenses and risks related to the performance of the obligations arising from this agreement, are solely and exclusively responsible.
1.8. Confidentiality and Non-compete
"Confidential Information" means information relating to Parties’ business, including in particular but not limited to designs, product plans, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions, know-how, campaign metrics, influencer insights, disclosed by the Parties, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date, that either is designated as confidential by the Party at the time of disclosure; or would reasonably be understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Confidential Information also includes the content of the Agreement. Customer agrees to keep PRIMETAG Software and features confidential through reasonable security precautions, to use and disclose the same only as necessary for Customer’s internal use of the Services, and not to make any copies thereof except as necessary to use the Services.
Customer acknowledges that the confidential information protected hereunder is of significant importance to PRIMETAG and that, in the event of the unauthorized use or disclosure of such confidential information, PRIMETAG may not be adequately or reasonably compensated for the loss through damages available in an action at law. Customer therefore agrees that in the event of any such unauthorized use disclosure, PRIMETAG shall be entitled to obtain injunctive and other equitable relief to enforce these requirements and prevent further violation, and Customer agrees to waive any obligation that bond be posted by PRIMETAG in connection with such relief. Resort to such equitable relief shall not be construed, however, to be a waiver of any other rights or remedies that PRIMETAG may have for the same or any other violation of its intellectual property rights.
1.9. Intellectual Property
PRIMETAG reserves the right, title and interest in all technology and data associated with the Software and Services, the design, format and processing of the Services, the database, programs, protocols, displays, and manuals relating to services network (including any modification, addition, or improvement thereto). PRIMETAG name and logos are owned by PRIMETAG and protected as PRIMETAG intellectual property.
1.10. Data Protection
The personal data entered online that respect Subscriber are its entire responsibility that it declares to act under the terms provided by the General Regulation on the Protection of Personal Data - REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 (hereinafter the Regulation) and Portuguese legislation. In turn, personal data concerning influencers are voluntarily inserted by him in the platform of PRIMETAG and was given consent under the terms of that Regulation. PRIMETAG guarantees that it has the mechanisms for security and protection of personal data and that the Service object of this agreement respects the rules imposed by that Regulation and that it will not use the personal data for any purpose other than here planned and contracted between the parties.
1.11. Warranty, Exclusions, Limitations
PRIMETAG undertakes to provide the Services in a good and workmanlike manner.
PRIMETAG has and will maintain all necessary licenses, consents, permissions necessary for the performance of its obligations under this Agreement.
PRIMETAG does not warrant that the Services or the operation of the Software will be uninterrupted or error free or that it shall meet Customer’s needs. Unless otherwise established under this Agreement, Customer is solely responsible for the accuracy and integrity of its own data, reports, documentation and security.
The Service may be suspended whenever there is a need to make upgrades or corrections to the service provided, and any suspensions must be communicated to subscriber with at least 5 working days in advance. These fixes, updates and service failures that give them source are integral to the software.
There will be no recourse to any damages to Subscriber resulting from these failures and / or suspensions described in the previous number. The Subscriber accepts no contractual liability, or criminally the PRIMETAG for any damages that may appear whether or not resulting from the use of the software by Subscriber.
PRIMETAG shall not be liable to customer, whether in contract or in tort or under any other legal theory (including, without limitation, strict liability and negligence) for lost profits or revenues, loss, or interruption of use, lost or damaged data, reports, documentation or security, or similar economic loss, or for any indirect, special, incidental, consequential or similar damages, arising out of or in connection with the performance or non-performance of this agreement, or for any claim made against customer by any other party, even if PRIMETAG has been advised of the possibility of such claim.
1.12. General Dispositions
The law applicable to this Agreement is the law of the Portugal.
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by portuguese law.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
1.13. YouTube API Integration
By connecting your YouTube account to our platform, you acknowledge and agree to be bound by the YouTube Terms of Service in addition to our own terms of use. The YouTube Terms of Service can be found at https://www.youtube.com/t/terms. Please review these terms carefully before proceeding to connect your YouTube account.
1.14. Platform Terms of Service
By agreeing to this Subscription Agreement you also agree to the Terms of Service of the platform and any changes made to it.