Terms and Conditions
May 21, 2013
Updated 09 May 2014
Code Cabin Pty Ltd trading as TaggMii (“TaggMii”) provides you, and, if applicable, your affiliates, access to its online marketplace at www.TaggMii.co.za and app.TaggMii.co.za (“Marketplace”), which allows advertisers to compensate bloggers for creating and distributing sponsored posts, sponsored press releases and sponsored tweets, (the “Service”) subject to your acceptance of and compliance with these terms of service (the “Terms of Service” or the “Agreement”). If you do not agree to these Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.taggmii.co.za and app.taggmii.co.za.
In this Terms of Service, (i) “Advertiser” means collectively any person or entity who participates in the Service and deposits money into the Marketplace, and (ii) “Blogger” means collectively any person who participates in the Service and receives compensation for creating text links, sponsored posts, press releases or any other campaign in the Marketplace, and (iii) “Affiliate” means any entity or person that directly or indirectly controls any Advertiser or Blogger, and the term “control” with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement or other influence. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you enroll as a Blogger or Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the “Term”).
Participating Advertisers create and list opportunities (“Opportunities”) in the Marketplace located on the TaggMii site, which offer Bloggers the chance to receive compensation from the Advertiser in exchange for including links and content from the Advertiser in posts on their blogs which comply with the requirements set forth in the Opportunity. Each Opportunity listing contains a description and placement of the desired link (herein referred to as the “Requirements”) and the compensation to be paid by the Advertiser. The Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified compensation to the Bloggers.
1.2. REVIEWS & APPROVALS.
While TaggMii may assist in reviewing and identifying Blogger’s posts that violate an Opportunity’s Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular blog is entitled to the set compensation so long as the Advertiser observes the requirements of Sections 2.4 and 2.5 of this Agreement. Blog posts which do not comply with the requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity. TaggMii reserves the right to review and reject Opportunities from Advertisers.
Once a sponsored post has been agreed upon and submitted by a Blogger, an Advertiser has three (3) days to respond with any requested modifications or to reject the post. Failure to do so will result in automatic approval of the post and result in automatic, non-refundable payment to the Blogger as long as the link is active 30 days from approval. Final approval and payment to the Blogger will occur if the link is active 30 days from approval. TaggMii will automatically check for active posts and make payments to the Blogger on behalf of the Advertiser. Advertiser may be required to check for active sponsored posts.
2. ADVERTISER SPECIFIC TERMS.
This Section 2 applies only to Advertisers participating in the Marketplace.
2.1. TRANSPARENCY & DISCLOSURE.
TaggMii requires full disclosure by all Marketplace participants. Any attempt to instruct, coerce or manipulate a Blogger into hiding the commercial relationship between you and the Blogger may result in removal from the system. Advertiser agrees to comply with TaggMii's Code of Ehics and all applicable laws and regulations of the Republic of South Africa.
Advertiser agrees to pay TaggMii all charges to Advertiser’s account for the Service in accordance with these Terms of Service. If TaggMii does not receive timely payment or if Advertiser exceeds prepayment hereunder: (i) Advertiser will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) Advertiser agrees to pay all amounts due on your account upon demand, and (iii) TaggMii reserves the right to either suspend or terminate an Advertiser’s account with TaggMii, including deletion of your Opportunities from the Services. Any fees for the Services which are charged to Advertiser account, as well as the initial and all deposit(s), are non-refundable. Advertiser agrees to submit any disputes regarding any charge to your account in writing to TaggMii within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by TaggMii in collecting such amounts. All prices are in South African Rands and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser shall pay such taxes to ensure that TaggMii receives the full amount invoiced to you without offset or deduction. Advertiser agrees to promptly (i) update all information to keep your account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify TaggMii in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify TaggMii in writing if your credit card is canceled. Upon termination, suspension or discontinuation of the Service or Advertiser’s participation therein, all outstanding payment obligations incurred by Advertiser under the Service will become immediately due and payable.
2.4. FEE FOR REMOVAL OF BLOGGER’S POST.
An Advertiser can request that a Blogger's post in response to an Opportunity be removed from the Blogger's website. For a fee, TaggMii will assist Advertiser in requesting a Blogger to remove a post, however, TaggMii cannot guarantee removal of the post.
2.5. POST and LINK INFORMATION.
Advertiser agrees that TaggMii is not responsible for any aspect of Advertiser's content or product to be linked to in a post in TaggMii contracted Bloggers. Advertiser represents, warrants and covenants that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users’ location, (iii) your Website does not contain any TaggMii-owned or licensed content, except pursuant to a separate signed agreement with TaggMii. You acknowledge that TaggMii Bloggers are independent third-parties and not directly controlled by TaggMii. Advertiser specifically acknowledges and agrees that TaggMii has no control over any links that may be available or published on any blog (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such links are appropriate or acceptable to you.
Advertiser agrees that so long as a Blogger has met the requirements as outlined in your Opportunity you will not deny payment. Advertiser may not discriminate based on aesthetics, grammar, blog layout, or the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Blogger. Payment will be made to the Blogger unless the Blogger has violated the terms of this Agreement or the specific terms of your Opportunity as stated in writing.
2.7. SEARCH ENGINE ACKNOWLEDGEMENT.
By participating in the TaggMii Marketplace and paying for sponsored posts and links, Advertiser acknowledges and affirms that Advertiser will hold Code Cabin and Blogger harmless for any changes in placement in search engine results.
3. BLOGGER SPECIFIC TERMS.
This Section 3 applies only to Bloggers participating in the Marketplace.
3.1. TRANSPARENCY & DISCLOSURE.
Bloggers participating in the TaggMii Marketplace must clearly disclose on their blogs the relationship between themselves and the Advertisers in connection with Opportunity-related posts. TaggMii requires that all Bloggers adopt a Disclosure Policy and provide a link to that policy when claiming their Blog. TaggMii reserves the right to review and monitor the disclosure practices of all Bloggers who participate in the Marketplace and to either require greater levels of disclosure (in the event that TaggMii determines in its sole discretion that current disclosure practices are inadequate) or remove the Blogger from the Marketplace (in the event of inadequate disclosures). Blogger agrees to comply with Our Blogger Code of Ethics and all applicable laws and regulations.
3.2. FULFILLMENT OF COMPENSATION.
Blogger acknowledges and agrees that the obligation to compensate Blogger for Opportunity-related links resides with the Advertiser, not TaggMii. TaggMii merely facilitates such compensation on behalf of the Advertisers. Blogger waives any and all claims or rights of action against TaggMii relating to the failure of an Advertiser to compensate Blogger in connection with an Opportunity-related post. In addition, Blogger acknowledges that Blogger is: (i) not an employee of TaggMii, (ii) responsible for the payment of all federal, state and local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations. You agree that all earnings will be forfeited if your account is terminated for any reason, or if TaggMii discontinues providing the Service.
3.3. BLOG ELIGIBILITY.
In order to participate in the TaggMii Marketplace, Blogger must register your blog(s) with TaggMii and meet the minimum eligibility requirements. TaggMii will not accept certain blogs and Bloggers as determined by TaggMii in its sole discretion.
- Blogs Only. TaggMii only accepts blogs, and not websites, message boards, e-mails, IM or other similar services.
- Inappropriate Content. Blogs submitted to the marketplace may not include or support: excessive profanity, violence, or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.
- Minimum Blog Age. Blogs must be live for a minimum of ninety (90) days, counted from the date of the blog’s first post, with at least twenty (20) pre-existing posts written in the 90 days prior to registration with the TaggMii Marketplace.
3.4. SEARCH ENGINE ACKNOWLEDGEMENT.
By participating in the TaggMii Marketplace and accepting payment for the link in your content, Blogger acknowledges and affirms that Blogger will hold Code Cabin and Advertiser harmless for any changes in placement in search engine results.
3.5. GRANT OF USAGE LICENSE.
By participating in the TaggMii Marketplace and accepting payment for the content you create, Blogger grants TaggMii and the specific Advertiser purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to use, display, perform, reproduce, republish, and distribute the content or any portion thereof in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing or distribution of a Blogger’s content by TaggMii or any Advertiser must be accompanied by credit to the Blogger of that content or a link to the blog where the content appeared.
OTHER TERMS AND CONDITIONS
4. ADVERTISER AND BLOGGER ELIGIBILITY.
5. PROTECTION OF MINORS.
Children under the age of thirteen (13) may not be the target audience of TaggMii Opportunities and TaggMii strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children. TaggMii also reserves the right to remove any Blogger with a blog that is targeted toward children.
7. UNAUTHORIZED USE.
Outside of an API provided by TaggMii, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited.
8. PROVISION OF SERVICES.
TaggMii is constantly innovating and changing its Service offering in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which TaggMii provides may change from time to time without prior notice to you. You acknowledge and agree that TaggMii may stop (permanently or temporarily) providing the Services (or any features or functionality within the Services) to you or to users generally at TaggMii’s sole discretion, without prior notice to you. You and/or TaggMii may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and TaggMii shall not have any liability regarding such decisions. Sections 2 through 17 of these Terms of Service shall survive any termination of the Agreement.
9. REPRESENTATIONS AND WARRANTIES.
Bloggers and Advertisers participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of TaggMii’s services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or blog: (a) do not violate any law, statute, ordinance, treaty or regulation or TaggMii policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by TaggMii, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
TaggMii and other TaggMii graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of TaggMii in the U.S. and/or other countries. TaggMii’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing.
Bloggers and Advertisers participating in the Marketplace each agree to indemnify and hold harmless TaggMii, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by TaggMii to make your listings, results, and/or Services available in connection with third party Websites, blogs, postings, content, applications and/or e-mails (“Third Party Products”), and their respective officers, directors, agents, affiliates, and employees (each, an “TaggMii Entity” and collectively, the “TaggMii Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Service, any blog postings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by TaggMii and/or any TaggMii Entity, subject to TaggMii and/or the TaggMii Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against TaggMii, and/or any TaggMii Entity provided that you will not agree to any settlement that imposes any obligation or liability on TaggMii and/or an TaggMii Entity without TaggMii’s prior express written consent.
12. WARRANTY DISCLAIMER.
ADVERTISER AND BLOGGER EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TaggMii DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR TaggMii WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE TaggMii WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY TaggMii. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE TaggMii WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT TaggMii’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF TaggMii’S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
13. LIMITATION OF LIABILITY.
ANY LIABILITY OF TaggMii TO AN ADVERTISER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY ADVERTISER TO TaggMii FOR THE SERVICES RELATED TO THE ADVERTISER’S MOST RECENT OPPORTUNITY (EXCLUDING AMOUNTS PAID BY ADVERTISERS TO BLOGGERS). TaggMii SHALL NOT BE LIABLE TO BLOGGERS FOR DAMAGES OF ANY KIND ARISING OUT OF BLOGGER’S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TaggMii OR ANY TaggMii ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ADVERTISER AGREES THAT ADVERTISER WILL NOT HOLD TaggMii RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON ADVERTISER’S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF TaggMii OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TaggMii may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to TaggMii. It is your responsibility to ensure that your e-mail address and any other contact information you provide to TaggMii is updated, current and correct. All notices to TaggMii shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, Code Cabin, 4 Maxa Courts, 40 Brown Street, Witfield, 1459, Johannesburg, Gauteng, South Africa
15. CHOICE OF LAW.
Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the Republic of South Africa, without regard to its conflict of laws principles. Any claim against TaggMii arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.
16. ELECTRONIC SIGNATURES EFFECTIVE.
(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the TaggMii Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the “I Accept” button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the “I Accept” button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the “I Accept” button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.