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      Customer Terms of Service

      Effective: May 23, 2018

      These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our online social aggregation, display, and rights request platform (the "Services"). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited as a team member set up by a Customer, the User Terms of Service (the "User Terms" ) govern your access and use of the Services. We are grateful you’re here.

      BOTTOM LINE UP FRONT

      These "Customer Terms" Form a Part of a Binding "Contract"

      These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding "Contract" between Customer and Tagboard, Inc. By accepting these Customer Terms, by clicking a box within the Services online interface (defined below and found at https://tagboard.com) indicating your acceptance; by executing an Order Form that references these Customer Terms; or, for free Services, by using such Services, you agree to the Customer Terms. If any terms in the Customer-Specific Supplement apply to Customer (e.g., if Customer is a U.S. government entity), those terms are also incorporated herein by reference and form part of the Contract. "We," "our" and "us" currently refer to Tagboard, Inc.

      Your Agreement On Behalf of "Customer"

      If you purchase subscriptions or Services, create an account or accounts, invite team members to that account, or use or allow use of that account after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

      CUSTOMER'S CHOICES AND INSTRUCTIONS

      Who is "Customer"? (Hint: There can be only one)

      "Customer" is the organization that you represent in agreeing to the Contract. If your account is being established by someone who is not formally affiliated with an organization, Customer is the individual creating the account. For example, if you signed up using a personal facebook account and invited a couple of friends to use Tagboard for a local event you are a fan of, you are the Customer.

      Signing Up Using Corporate Credentials

      If you signed up for an account using your corporate twitter or facebook account or in a formal capacity on behalf of an organization, your organization is the Customer, and can modify and re-assign roles on your account (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

      What This Means for Customer—and for Us

      The Services are an online platform/system to which access is provided to Customers which allows Authorized Users to (a) search, filter and curate user generated content ("UGC"), (b) display select UGC online and/or display directly to audiences and (c) to interact with UGC creators and request written usage rights authorization from UGC creators. Individuals authorized by Customer to access the Services through the Customer’s account (an "Authorized User" or "Team Member") may submit content or information to the Services, such as settings, posts or files ("Customer Data"), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provide or revoke access to the Services, enable or disable third party integrations, manage permissions, assign team members, or share social dashboards. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Support Pages for more information about these choices and instructions.

      Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Customer Data and the operation of the Services.

      Ordering Subscriptions

      A paid subscription allows an Authorized User elevated access to the Services. No matter the role, a subscription is required for Authorized Users and Team Members to have elevated access to the Services. A subscription may be procured through the Services online interface, or in many cases, via an order form entered into between Customer and us (each, an "Order Form"). Please see the Support Pages for more information on procuring subscriptions and inviting new Team Members. An Authorized User must agree to the User Terms of Service to activate the subscription and access to it. Subscriptions commence when we make them available to the Customer and continue for the term specified in the Services "check-out" interface or in the Order Form, as applicable. Each subscription is for a single Customer account for a specified term and is unique to that Customer. Authorized Users and Team Members are provisioned individually with access to the Services though the Customer Account and subscription. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. Check out our Support Pages for additional information on setting up accounts and adding team members.

      Purchasing Decisions

      We may share information from time to time about planned product enhancements. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available to date and not on the delivery of any future functionality or features.

      Choosing to be an Innovative Partner

      Occasionally, we look for innovative partners to help us test new features. These features will be identified as "beta" or "labs" or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

      Third-Party Platform Content

      Our Services provide an open air, generally unmoderated aggregation of photographs, thoughts, links, posts, and similar information that illuminates, describes, collects, conglomerates and/or explains a particular subject or category of interest. Collectively, we call these aggregated materials "Third-Party Platform Content." Third-Party Platform Content includes materials from third-party websites, links to third-party websites, and third-party social networks that are not owned or controlled by Tagboard. We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or the Source Platforms. In addition, Tagboard does not assume responsibility to censor or edit the content of any third-party site. By using the Services, you expressly relieve Tagboard from any and all liability arising from the Third-Party Platform Content and/or from your use of any third-party website. Accordingly, we encourage you to be aware when you view Third-Party Platform Content and/or leave Tagboard through such third-party links or otherwise that you must read and follow the terms and conditions and privacy policy of each other website or Networks that you visit.

      Third-Party Platform Content is provided to you AS IS. You understand that when using the Services, you will be exposed to Third-Party Platform Content collected from a variety of sources, and that Tagboard is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to Third-Party Platform Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Tagboard with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Tagboard, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.

      Source Platforms

      Our Services include content created on, distributed by and licensed through third party platforms (collectively, the "Source Platforms") such as Facebook, Instagram, Twitter, YouTube and Snap. The number, availability and features of the Source Platforms change from time to time and we notify Customers of any changes that impact operational functions and content availability of our Services; however, these Source Platforms are not our Services, so we do not warrant, guarantee uptime or support the Source Platforms themselves, and, ultimately, Customer will decide which of the available Source Platforms to authorize and utilize within the Services. Any direct use of Source Platforms is solely between customer and the applicable third party platform provider. "Their," "theirs" and "them" currently refer to Source Platforms.

      As a condition of use, every Source Platform requires that users accept their 'Terms of Service/Use' or 'Statement of Rights and Responsibilities' that gives the platform and its partners a license to share and display public user-generated content (such as likenesses, text, photos and videos). These partners include social aggregation, consent, and display platforms like Tagboard, who legally obtain the content through the Source Platforms’ application programming interfaces (API’s), and comply with their requirements for partnership – such as, including network logos and author avatars on all posts. In addition to this explicit right, the Services only ingest social posts which have been marked as Public and remain on the Source Platform.

      Don't take our word for it though. Here are excerpts from, and links to, complete terms from select Source Platforms:

      • Facebook: "When you publish content or information using the Public setting, it means that you are allowing everyone, including people off of Facebook, to access and use that information, and to associate it with you (i.e., your name and profile picture)." https://www.facebook.com/terms

      • Instagram: "By displaying or publishing ("posting") any Content on or through the Instagram Services, you hereby grant to Instagram a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, *publicly display*, reproduce and translate such Content, including without limitation distributing part or all of the Site in any media formats through any media channels, except Content not shared publicly ("private") will not be distributed outside the Instagram Services." https://www.instagram.com/about/legal/terms/before-january-19-2013/

      • Twitter: "By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to *let others* do the same." https://twitter.com/tos?lang=en

      • Snap: "To the extent it’s necessary, when you appear in, create, upload, post, or send Public Content, you also grant Snap Inc., our affiliates, and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content. This means, among other things, that you will not be entitled to any compensation from Snap Inc., our affiliates, or our business partners if your name, likeness, or voice is conveyed through the Services, either on the Snapchat application or on one of our business partner’s platforms." https://www.snap.com/en-US/terms/

      • YouTube: Tagboard uses YouTube API Services on behalf of Customer. By collecting, displaying, or otherwise using YouTube content, you are agreeing to be bound by the YouTube Terms of Service. The YouTube Terms of Service and Privacy Policy of YouTube can be found here: Terms of Service (https://www.youtube.com/t/terms). Privacy Policy (https://policies.google.com/privacy)

      Moderation and Curation Responsibilities

      Unless otherwise specified in an Order Form or Agreement between us and the Customer, all moderation and curation (selection for redisplay to online and to audiences) of UGC from Source Platforms shall be the sole responsibility of Customer; provided, however, that we have the right (but not the responsibility) to also perform moderation and curation of content that a reasonable person would find to be offensive, profane, disruptive, or otherwise damaging to Customer or us.

      You understand that when using the Services, you will be exposed to UGC collected from a variety of Source Platforms, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to UGC that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Tagboard, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.

      The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Tagboard. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, content, or Network from Tagboard, you do so at your own risk and you agree that Tagboard will have no liability arising from your use of or access to any third-party website, service, content, or Network. Tagboard makes no guarantees for the validity, security or safety of any outgoing links found within third-party platform content.

      Feedback is Welcome

      The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

      PRIVACY POLICY

      The full Tagboard Privacy can be found at Tagboard Privacy Policy.

      Contacting Tagboard

      Please also feel free to contact us if you have any questions about Tagboard’s GDPR Compliance or options regarding protection or export of your personal data. You may contact us at support@tagboard.com or at our mailing address below:

      Tagboard, Inc.
      8201 164th Ave NE, Suite 200
      Redmond, WA 98052

      CUSTOMER AND AUTHORIZED USERS

      Use of the Services

      Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data, UGC, or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data or UGC. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are at least 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

      Our Removal Rights

      If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain UGC or Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

      PAYMENT OBLIGATIONS

      Payment Terms

      For Customers that purchase our Services, fees are specified at the Services interface "check-out" and in the Order Form(s) — and must be paid as specified. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a less expensive plan or a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our Support Pages for more information about payment options. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
      ​

      Downgrade for Non-Payment

      If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that it's account is overdue. Notwithstanding the second paragraph of the "Providing the Services" section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data.

      OUR RESPONSIBILITIES

      Providing the Services

      The Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

      Be assured that (a) the Services will perform materially in accordance with our then-current Support Pages; and (b) subject to the "Third-Party Platform Content" and "Downgrade for Non-Payment" sections , we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled "Termination for Cause" and "Effect of Termination".

      Keeping the Services Available

      For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes. The description of effort in this section does not constitute a promise or guarantee of continuous service delivery levels and failure of service delivery has no remedies, except as specified in an Agreement or Order From.

      The Tagboard Extended Family

      We may leverage our employees, those of our corporate affiliates and third party contractors (the "Tagboard Extended Family") in exercising our rights and performing our obligations under the Contract. We will be responsible for the Tagboard Extended Family’s compliance with our obligations under the Contract.

      OWNERSHIP AND PROPRIETARY RIGHTS

      You, or the people who allow you to use their content, own all of the content you Post using the Service. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better. At your direction, we may sublicense to Publishers the content you Post to the Service for syndication, broadcast, distribution, or publication in the specific media channels to which you agreed using the Service. When a Publisher has sublicensed the content you Post to the Service, you may not terminate that license. It is important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.

      What’s Yours is Yours...

      As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Tagboard Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

      What's Theirs is Theirs...

      All individual user generated content creators (such as social media posters or video submitters) own and will continue to own their UGC that is available within the Services unless Customer obtains explicit written consent and full release of ownership rights from the content creator. This ownership does not prohibit public display of the UGC within the standard use cases of the Services. For guidance on special cases, please refer to the "UGC in Marketing" section of our Support Pages.

      And What’s Ours is Ours

      We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

      TERM AND TERMINATION

      Contract Term

      As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

      Auto-Renewal

      Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface "check-out" or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing for equivalent products and services during any automatic renewal term may increase by a maximum of 6% over the immediately prior term. In the event of such increase, we will notify Customer of changes at least sixty (60) days before the end of a subscription. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

      Termination for Cause

      We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

      Termination Without Cause

      Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

      Effect of Termination

      Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

      Data Portability and Deletion

      We are custodians of limited Customer Data. During the term of a team’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the settings enabled. Following termination or expiration of a team’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

      REPRESENTATIONS; DISCLAIMER OF WARRANTIES

      Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

      LIMITATION OF LIABILITY

      OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE TAGBOARD EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE "PAYMENT TERMS" SECTION ABOVE.

      IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE TAGBOARD EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

      The Services require Source Platform access tokens for Authorized User logins, which are known to reduce the risk of unauthorized use of or access to the Services. At each login, Customer authorizes the Services ("Tagboard App") to access Source Platform content on behalf of Customer through an encrypted one-time access token, which provides temporary, secure access to Source Platform APIs. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of access tokens. The Tagboard platform does not require its own login credentials for Customer access. Additionally, Customer is responsible for all Source Platform login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

      The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

      OUR INDEMNIFICATION OF CUSTOMER

      We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a "Claim Against Customer"), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Tagboard Products; (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API); or (c) any use of the Services by Customer that violates these Terms of Service or the Contract. Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Tagboard Extended Family for, any Claim Against Customer.

      CUSTOMER’S INDEMNIFICATION OF US

      Customer will defend Tagboard and the members of the Tagboard Extended Family (collectively, the "Tagboard Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a "Claim Against Us"), and will indemnify the Tagboard Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Tagboard Indemnified Party in connection with or as a result of, and for amounts paid by a Tagboard Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Tagboard Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

      LIMITATIONS ON INDEMNIFICATIONS

      Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

      CONFIDENTIALITY

      Confidential Information

      Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled "Confidential," that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

      Protection and Use of Confidential Information

      The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract ; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

      Compelled Access or Disclosure

      The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

      Survival

      The sections titled "Feedback is Welcome," "Non-Tagboard Products," "Our Removal Rights," "Payment Terms," "Credits," "The Tagboard Extended Family," "What’s Yours is Yours …," "What’s Theirs is Theirs…" "And What’s Ours is Ours," "Effect of Termination," "Data Portability and Deletion," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Our Indemnification of Customer," "Customer’s Indemnification of Us," "Limitations on Indemnifications," "Confidentiality" and "Survival," as well as all of the provisions under the general heading "General Provisions," will survive any termination or expiration of the Contract.

      GENERAL PROVISIONS

      Publicity

      Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to support@tagboard.com stating that it does not wish to be used as a reference.

      Customer agrees to ensure the "Powered by Tagboard" logo or stylized T hashtag "Hash-t" (collectively our "trademarks" and "trade name") are present and visible when any audience display functions of the Services (web embed or live display) are being utilized. Any Customer that prefers to omit our Trademarks from the Services can do so by requesting this feature ("white label") be included in the product details of an executed Order Form. Customer has our express consent to publicly display and use the Services on Customer’s digital properties and at live events. Customer has permission to use our trademarks and trade name, including on-screen and via presenter and/or voice-over call-outs, referring to the product as "The Tagboard".

      Sponsorship

      You agree to affix only your and our owned trademarks and logos as graphical backgrounds or overlays on The Services display outputs (broadcast displays, live displays or web embeds). You agree not to sell naming rights, sponsorship, or branding packages to any third party for association or visibility directly on any Services display without express written consent from us in an executed Order Form or Agreement.

      Force Majeure

      Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

      Relationship of the Parties; No Third Party Beneficiaries

      The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

      Email and Messages

      Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., a Tagboard online pop up notification). Notices to Tagboard will be sent to support@tagboard.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@tagboard.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

      Modifications

      As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

      Waiver

      No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

      Severability

      The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

      Assignment

      Except with respect to the Tagboard Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Tagboard of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

      Governing Law

      The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Washington, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

      Venue; Waiver of Jury Trial; Fees

      The state and federal courts located in King County, Washington will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

      Entire Agreement

      The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor on-boarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

      Contacting Tagboard

      Please also feel free to contact us if you have any questions about Tagboard’s Customer Terms of Service. You may contact us at support@tagboard.com or at our mailing address below:

      Tagboard, Inc.
      8201 164th Ave NE, Suite 200
      Redmond, WA 98052