Terms and conditions

Terms of Service

Recently updated: 29th of January, 2015

We thank you for choosing to subscribe to our services. These Terms of Service (the “Terms”) governs your relationship with Tag’by Ltd., a limited liability company incorporated under the laws of the England and Wales, having its official seat in 843 Finchley Road, NW11 8NA, London, United Kingdom, registered with the Trade Register under number 08702469 (“Tag’by” or “we”), and set forth the terms and conditions under which Tag’by makes available its brand-enhancing social network applications (the “Tagger Apps”) and additional support and services related thereto (together with the Tagger Apps, the “Services”).

By signing up and subscribing to our Services, you (the “User” or “you”) hereby agree to be bound by these Terms and any all other terms, conditions, rules, policies or procedures as published on Tag’by’s website [insert link], each as amended from time to time.

THIS IS A LEGALLY BINDING AGREEMENT; PLEASE READ THESE TERMS CAREFULLY. If you do not agree with any of the terms contained herein, do not access or the Services. As long as you do not cease using the Services, you will be conclusively deemed to have accepted these Terms.

1.Subscribing to the Services

1.1. Tag’by’s Services are strictly business to business. By registering as a business entity, the representative personally guarantee that s/he is at least 18 years old, and has the authority to bind the entity to these Terms.
1.2. By registering and placing an order to acquire Services, you further warrant and represent and that any information provided by you at the time of registration is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.
1.3. Upon registering for an account, you will receive activation mail and will be asked to activate your account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username or password of another user at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use made via your account.
1.4. You may not transfer, assign or sell your Tag’by account and/or User ID to another party.

2. Minimal Hardware & Software Requirements

Our Tagger Apps may be accessed by:
(i) iPhone 5, 6 with iOS 7 or 8 as the minimum system requirement.
(ii) Smartphone running with Android 4.1 as the minimum system requirement
(iii) iPad 2, 3 or 4, with iOS 7 or 8 as the minimum system requirement
(iv) Android Tablet with Android 4.1 as the minimum system requirement.
No additional software is required to use the service.

3. Billing and Payment

3.1. Subscriptions to our Services may be made available in free or paid versions and subscription plans. Not all of the features or service levels may be available in each such subscription plan, and certain plans may also limit the number or type of devices placed in your business establishment, on which the Tagger Apps may be used. In order to continually improve the Services, we may decide from time to time to alter the features of each subscription plan, except that if we make any significant changes such change shall only apply to new subscriptions. Changes in price for an existing subscriber shall require its prior consent.
3.2. Tag’by may grant you a trial period of 14 days to use and explore the Tagger Apps and Services free of charge. Please note, that if you register to use a paid version of the Services on a free-trial basis your account will be automatically converted to a paid account and, you will be billed for that paid Service.
3.3. Upon your selection of a paid subscription plan, you will be required to provide us with your paying method and your applicable details, and authorize the payment. Once you authorize your online payment, you shall receive an e-mail verifying that you can use the service.
3.4. You may select from the following payment methods in order to place your initial order: either by credit card (Visa, Mastercard, American Express, Diner’s) or by Paypal card, and such payments will be serviced by PayLane sp. z o.o., which is located in Gdańsk at ul. Arkońska 6/A3, zip code: 80-387, KRS: 0000227278.
3.5.
1.1. Subscription fees will be billed in arrears, each month in advance and are nonrefundable. All fees are exclusive of any type of taxes. You shall be billed on a monthly basis until your account is terminated under the provisions set forth in Section 3 herein. Information regarding the different packages and subscription plans we offer, as well as their pricing, required billing method, subscription period, etc., can be found here: http://manager.tagby.com/cms/billings/upgrade.
The specifics of your transaction, such as the fees charged for your particular subscription and its period start and end date will clearly be stated both in the purchase page for your approval, and in the email confirmation sent by us following payment.
1.2. You agree to advise and notify us of any changes to your payment method. If your billing information and payment source is invalid, if charges billed to you are declined or not paid or if you fail to pay charges for a paid version of Tag’by’s Services when due, your account may be downgraded, suspended or cancelled, at Tag’by’s discretion. We further reserve the right to continue to attempt charging your billing method for any outstanding Service charges and pursue any other legal remedies available.
1.3. If a User account is suspended, Tag’by may, but is not obligated to, maintain your account and/or related information, in order to allow the User to pay the past-due charges and restore its account. If the charges are not paid, such account may be cancelled. Please note that until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law.

4. Termination and Cancellation Policy

4.1. These Terms shall automatically become effective upon User’s registration for an account (whether for paid or free subscription) or first use of the Services, whichever is earlier, and shall continue indefinitely until User’s account had been terminated.
4.2. You may end your subscription for the Services and terminate your engagement with us without giving reason at any time by simply sending us an email to: support@tagby.com (receipt of which must be confirmed by email reply from us), and you will not be billed for the following billing period, provided however that if you are billed on a monthly basis, your termination notice has been sent at least 5 business days prior to the end of a given calendar month. However, any prepaid services shall not be refunded upon termination thereof. In the event that you will be entitled to receive a refund after you filed a complaint in accordance to the procedure stated in Section 11.7 below, it will be returned to you through the same channel that was used to pay for the subscription.
4.3. After cancellation or termination of your account for any reason, you will no longer have access to the account and all information and content in such account may be, but is not required to be, deleted by Tag’by. Moreover, all licenses granted by Tag’by, if any, shall immediately be terminated and revoked. Please note that the Services are not available to suspended accounts and Tag’by reserves the right to cancel unconfirmed or inactive accounts.
4.4. Without limiting any other remedies, Tag’by reserves the right to suspend a User’s account privileges, terminate a User’s account, and/or prohibit access to the Services, temporarily or indefinitely, without notice and without refunding any fees, if such User has breached these Terms or any other Tag’by’s policies, has engaged in improper or fraudulent activity in connection with Tag’by, or has performed any other acts that may cause legal liability or financial loss to Tag’by’s Users or to Tag’by. Tag’by may recover from a User any losses, damages, costs or expenses incurred by Tag’by resulting from or arising out of User’s non-compliance with any provision of these Terms.

5. End Users’ Information

5.1. Any information and data collected and gathered and/or created via use of the Services, with respect to any end users who accessed the Tagger Apps through the devices located in your business establishment (for example, end users’ Facebook accounts information) (“End Users’ Information”) is retained and collected by Tag’by solely for the purpose of providing you with the Services.
5.2. You acknowledges and understand that the use of the Tagger Apps entails the automatic collection and use of End Users’ Information and it is solely your responsibility to attain the required authorizations and consent from your end users for such use, and to ensure that your use of the Tagger Apps does not infringe any applicable laws, including without limitation, any privacy regulation, data protection laws and the sending of unsolicited communications (SPAM).
5.3. You hereby further represent that you shall provide the Tagger Apps to your end users pursuant to your customary ’Terms of Use’ and ‘Privacy Policy’, which set out clearly, at minimum, your policies and practices regarding the collection of personal date and use thereof, allows for end users’ choice regarding the use of their personal information and require their consent to such use or any transfer of their data.
5.4. It is hereby clarified that Tag’by shall in no way be responsible to you, your end users or any third party regarding your use of the Tagger Apps and that you shall indemnify and hold Tag’by harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party’s claim due to your breach of this Section.
5.5. As between the parties, Tag’by may access, store, and use any such End Users’ Information, in accordance with our general http://www.tagby.com/privacy-policy and applicable law. We nevertheless reserve the right to purge User’s data and/or End Users’ Information from our databases and Services at any time, without notice. You acknowledge and agree that you are solely responsible for backing up any data, including End Users’ Information, provided to you via use of your account or the Services, or end users’ use of the Tagger Apps.

6. License

6.1. Tag’by grants the User, during the relevant subscription term (unless terminated earlier pursuant to these Terms), a non-exclusive, non-transferable, worldwide, limited license to make use of the then-current versions of the Services to which such User has subscribed, solely for the User’s own use, in connection with its own business, and for the purposes of utilizing Tag’by’s unique Tagger App marketing solution. The Tag’by Services are licensed hereby, not sold.
6.2. Any software or code available on or for download through our site or Services (“Software”) are protected by intellectual property rights and owned by Tag’by or its affiliates. Tag’by grants you a limited, non-exclusive right and license to download, install and execute the Software in accordance with the instructions provided on the site and solely for your own business purposes in connection with your access to and use of the Services. Except as expressly set forth herein regarding your right to use the Software in accordance with these Terms, you are granted no rights, in or to the Software or any intellectual property rights related thereto, in any way whatsoever, including by implication, estoppel, or otherwise.
6.3. You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of Tag’by.
6.4. In connection with your use of the Services and the Software, and without limiting any of the other obligations under these Terms or applicable law, User shall not, and shall not permit others to:
6.4.1. Use the Tag’by’s Services for any purposes other than those expressly set forth in these Terms;
6.4.2. Modify the Tag’by’s Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source code for Tag’by’s Services;
6.4.3. Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Tagger Apps or Software;
6.4.4. Engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Tag’by or the Services; and
6.4.5. Make any agreements, covenants, representations, warranties or guarantees concerning Tag’by or the Tag’by’s Services that are inconsistent with or in addition to those contained in these Terms;
6.4.6. Allow any access to or use of the Services by anyone other than your authorized users.

7. Content and Ownership

7.1. Certain content and information provided on and through the Services, including, without limitation, Tag’by’s logo, trademark, graphics, design, information, text, images, data, Software, code and other material displayed, available, used or present on the Tagger Apps, that were not originated from Users (collectively, the “Tag’by Content”) are the copyrighted and/or trademarked work of Tag’by or its affiliates solely, and may not be used without express written permission from us, other than for attribution. Nothing in these Terms shall convey any rights, title or interest in or to any Tag’by Content, to Users.
7.2. You are solely responsible for any content uploaded, submitted or transmitted by you through the Tagger Apps or the Service, including, without limitation, all marketing offers, publicity, promotions, campaigns and any other materials created by you, any content or materials created by end users via devices located in your business (such as comments, photos, or Facebook posts) or from your customers, service providers, employees, contractors or agents. Tag’by expressly disclaims any and all liability in connection with such content.

8. Warranty Disclaimer

USER ACKNOWLEDGES AND AGREES THAT THE TAGGER APPS, THE SERVICES AND ANY OF THE CONTENT THEREOF, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. TAG’BY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitations on Liability and Remedies

TAG’BY ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH TAG’BY IS TO DISCONTINUE YOUR USE OF THE SERVICES. TAG’BY AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE TAGGER APPS OR SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH TAG’BY’S SITE OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF TAG’BY HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. TAG’BY LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF TAG’BY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO TAG’BY IN THE 3 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, TAG’BY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, TAG’BY WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES.

10. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD TAG’BY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, SUBSIDIARIES, AFFILIATES AND AGENTS, HARMLESS FROM AND AGAINST ALL LOSS, DAMAGES, EXPENSES, CLAIMS, DEMANDS AND LIABILITIES INCURRED OR SUFFERED BY TAG’BY ARISING OUT OF (A) ANY REPRESENTATION MADE BY YOU TO THIRD PARTIES CREATING ANY OBLIGATION OR LIABILITY REGARDING TAG’BY’S SERVICES WHICH TAG’BY HAS NOT SPECIFICALLY ASSUMED OR APPROVED UNDER THESE TERMS, (B) YOUR’S BREACH OF ANY TERM OR CONDITION OF THESE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR (C) YOUR FAILURE TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES AND TREATY REQUIREMENTS, RELATING, AMONG OTHERS, TO DATA PROTECTION, PRIVACY RIGHTS, AND COPYRIGHTS.

11. Miscellaneous

11.1. No Guarantee. Tag’by does not guarantee continuous, uninterrupted access to the Services, and operation of the Tagger Apps and/or Services may be interfered with by numerous factors outside Tag’by’s control.
11.2. Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms shall remain in full force and effect.
11.3. Assignment. Tag’by may assign this agreement at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.
11.4. Choice of Law. These Terms, the Services and any dispute arising in connection therewith, shall be exclusively governed by and construed in accordance with the laws of the State of Israel.
11.5. Any and all disputes arising in connection with this Agreement shall be brought exclusively in the appropriate courts of London, United Kingdom.
11.6. You may give notices to Tag’by by email to support@tagby.com.
11.7. Complaints for wrong or mistaken charges can be filed via e-mail address: complaints@tagby.com. The filed complaints will be considered within 15 business days.

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