In these Terms, 'us', 'we' and 'our' means Tamme and our related bodies corporate.
Please read these Terms carefully before continuing registration. By clicking the "I Accept" button, signing these Terms or otherwise accepting these Terms by using or accessing the Tamme Platform, you acknowledge that you have read, understand and agree to follow and be bound by the terms and conditions of these Terms.
1 Term and termination
(a) The Terms commence when you create an Account in accordance with clause 3 (Account) and shall continue in full force and effect until:
(i) you cancel your Account; or
(ii) we terminate your Account in accordance with the Terms
(b) Tamme may immediately terminate these Terms or suspend performance of its obligations under these Terms (for such period as Tamme specifies) on written notice to you if:
(i) you fail to pay any amount due under these Terms, and fail to remedy that breach within fourteen (14) days after receiving notice requiring you to do so;
(ii) you breach any other provision of these Terms;
(iii) you attempt to assign, or assign, any right under these Terms otherwise than in accordance with these Terms; or
(iv) you undergo a change in control of your company, Tamme considers on reasonable grounds that such a change in control will be detrimental to Tamme's interests.
(c) Upon termination, you shall cease all use of the Tamme Platform, and we reserve the right to delete your Account and any data we have in relation to your Account.
(d) To the full extent permitted by law, we will not be responsible for any loss, cost, damage or liability that may arise as a result of us exercising our rights under this clause.
2 Conditions of access
(a) to comply with all applicable laws (including any applicable privacy and data protection laws);
(b) not to copy, modify, merge, alter, adapt, translate, de compile, disassemble or reverse engineer any aspect of the Tamme Platform or to otherwise attempt to derive the source code relating to any aspect of the Tamme Platform, or to merge any software or any part of any software with any aspect of the Tamme Platform unless expressly permitted by the Terms;
(c) not to interfere in any manner with the Tamme Platform or its source code or any work product of Tamme (except as permitted by these Terms);
(d) not in any circumstances to sell or license or offer for sale or license your Account, nor to allow any person to use or have access to your username or password, other than as permitted by the Terms;
(e) not to remove, modify or obscure any copyright, trade mark, service mark, tagline or other notices that appear during use of the Tamme Platform;
(f) not to use any data mining, gathering or extraction tools (excluding tools provided by the Tamme Platform for your use); and
(g) that we cannot guarantee and do not promise any specific results from the use of the Tamme Platform.
You must have an Account to access products and services available through the Tamme Platform.
During the registration process, we will provide you with a user name and password for your Account. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name.
To create an Account, you must:
(a) be at least 18 years of age;
(b) possess the legal right and ability to enter into a legally binding agreement with us, including on behalf of a company if you are intended to use your Account for company use; and
(c) agree and warrant to use the Tamme Platform in accordance with these Terms.
You may cancel your Account by providing Tamme with 30 days notice in writing. Notice may be provided via email to email@example.com. If you cancel your Account, you must cease use of the Tamme Platform immediately.
4 Customer Fees
(a) Tamme reserves the right to update its pricing and payment terms, in its sole discretion, from time to time in accordance with paragraph 1.3 of Schedule A.
(b) You agree to pay the Customer Fees for your Account in accordance with Schedule A.
(c) All fees will be charged by Tamme in US dollars. You agree that any bank or exchange fees charged by your banking institution are your responsibility.
5 Collection Notice
We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our products or services to you.
We may also disclose your personal information to other recipients that are located outside Australia, including to service providers and business partners located in the USA, EU, UK and Singapore.
6 Accuracy, completeness and timeliness of information
The information within the Tamme Platform is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on the Tamme Platform, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on the Tamme Platform. You should monitor any changes to the information contained on the Tamme Platform.
We are not liable to you or anyone else if interference with or damage to your computer systems, mobile phone or tablet occurs in connection with the use of the Tamme Platform, or a linked website. You must take your own precautions to ensure that whatever you select for your use from the Tamme Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
We may, from time to time and without notice, change or add to the Tamme Platform (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the Tamme Platform updated. We are not liable to you or anyone else if errors occur in the information within the Tamme Platform or if that information is not up-to-date.
7 Linked sites
The Tamme Platform may contain links to websites operated by third parties and your Account on the Tamme Platform may be linked to separate advertising accounts, including with our business partners (Tamme Partners). Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
8 Upgrades and Enhancements
From time to time Tamme may introduce adaptations, developments or enhancements to the Tamme Platform, or may make changes to the tools and features of any part of the Tamme Platform including the availability of tools and features; how much or how often any given tool or feature may be used; and feature dependencies upon other services or software. Tamme will provide you with reasonable prior notice before removing any material feature of the Tamme Platform unless security, legal, system performance or third party licence considerations or obligations require an expedited modification or removal.
9 The Tamme Core Decisioning Engine and related services
Tamme makes available to you an intelligent decisioning engine (the Tamme Core Decisioning Engine) to determine which advertisements to place, and where to place them, in accordance with the parameters set by you. If you so elect, the Tamme Core Decisioning Engine will place advertisement orders on your behalf via the Tamme Platform and via the advertising accounts linked to the Tamme Platform by you. You acknowledge that, when placing an order, the Tamme Core Decisioning Engine will proceed to place various advertisements at your cost, in accordance with the parameters set by you. Tamme does not interfere in this process, or accept any responsibility for the advertisements placed by the Tamme Core Decisioning Engine on your behalf.
Tamme also supplies advertising services through the Tamme Platform such as banner ad placements, emails, SMSs and push notifications to devices (Advertising Services). For any Advertising Services placed by the Tamme Core Decisioning Engine via the Tamme Platform, Advertising Fees will be deducted from your Account in accordance with paragraph 1.2 of Schedule A.
Any Third Party Fees for any advertisements that are placed by the Tamme Core Decisioning Engine via a Tamme Partner will be charged to you directly by the host of that account in accordance with paragraph 1.3 of Schedule A.
Tamme accepts no liability for Advertising Fees deducted from your Account in consideration for an Advertising Service, or any Third Party Fees that are charged directly to you, which are more than you anticipated or expected.
10 Intellectual property rights
Subject to the terms and conditions of this agreement, we grant you a non-exclusive, non-transferable, non-sub-licensable licence to use and access the Tamme Platform, in accordance with the Terms, for the duration of the term set out in clause 1.
Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Tamme Platform and in all of the material (including all text, graphics, logos, audio, artwork, templates and software) made available on the Tamme Platform (Content).
Your use of the Tamme Platform and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to the Tamme Platform or the Content. However we do grant you a licence to access the Tamme Platform and view the Content in accordance with these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.
Any reproduction or redistribution of the Tamme Platform is prohibited and may result in civil and criminal penalties.
All other use, copying or reproduction of the Tamme Platform, the Content or any part of it is prohibited, except to the extent permitted by law or these Terms.
11 User Content
Much of the Content available via the Tamme Platform is created on, or uploaded to, the Tamme Platform by users (User Content). To the extent permitted by Law, including the Australian Consumer Law, Tamme will not be responsible for any User Content and provides no guarantees regarding the accuracy, currency, suitability or quality of any User Content.
12 Your Content and licence to Tamme
You agree and acknowledge that you are solely responsible for any Content created on, or uploaded to, the Tamme Platform by you or by Tamme on your behalf (Your Content). You must also ensure Your Content, and the use and dissemination of Your Content via the Tamme Platform is in compliance with any applicable laws.
You grant Tamme a perpetual, worldwide, transferable, non-exclusive right to access, use, adapt, modify, reproduce, reformat, transform, process, commercialise and exploit, and create derivative materials from (Derivative Materials), Your Content to the extent necessary to undertake such activities. Tamme may disclose Your Content to third party service providers and other users. Tamme may also use Your Content to investigate or prevent any breach or potential breach of any applicable law or these Terms.
(a) You grant Tamme a perpetual, worldwide, transferable, non-exclusive right to access, use, adapt, modify, reproduce, reformat, transform, process, commercialise and exploit, the data you provide to Tamme through the use of the Tamme Platform (including any Content) or that is otherwise obtained by Tamme (Data), to the extent necessary to undertake such activities. For the avoidance of doubt:
(i) this licence survives termination or expiry of these Terms for whatever reason;
(ii) extends to the creation of Derivative Materials by Tamme; and
(iii) gives Tamme the right to commercialise the Data.
(b) You agree and acknowledge that Tamme intends to use and/or aggregate the Data in conjunction with other information collected or obtained by Tamme, and you agree that Tamme is permitted to make full use of, commercialise and exploit the Data for those purposes.
(c) Without limiting the foregoing, you agree and acknowledge that Tamme may disclose the Data to any third party in its sole discretion.
14 Unacceptable activity
You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to the Tamme Platform, including but not limited to:
(a) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals (this includes in relation to any personal information collected via plug-ins on your website);
(b) using the Tamme Platform to defame or libel us, our employees or other individuals;
(c) uploading files or Content that contain viruses that may cause damage to our property or the property of other individuals; and
(d) posting or transmitting via the Tamme Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.
If we allow you to post or transmit any information or Content via the Tamme Platform, we have the right to cancel, suspend or recall this information or Content at our sole discretion and without notice.
15 Advertising Quality
Tamme reserves the right, in its absolute discretion, to cancel, suspend, terminate or recall any advertisements made via the Tamme Platform, which it deems to be inappropriate, offensive, sexually explicit, fraudulent or of poor quality. Tamme may take into account the opinions and policies of its service providers in making such decision.
16 Warranties and disclaimers
To the maximum extent permitted by law, including the Australian Consumer Law, we make no warranties or representations as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness, or any Content contained in or generated by, the Tamme Platform, or that:
(a) the use of the Tamme Platform will be secure, timely, uninterrupted or error-free;
(b) the Tamme Platform will operate in combination with any other hardware, software, system, or data, including a particular marketplace, or that use of the Tamme Platform will be more efficient than manual advertising;
(c) the Tamme Platform or any Content (or any products, services, information, or other material purchased or obtained by you through the Tamme Platform) will meet your requirements or expectations;
(d) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted;
(e) any Content will be placed on the designated website or platform, and that draft Content will not be disseminated via the Tamme Platform in error;
(f) errors or defects will be corrected; or
(g) the Tamme Platform (or any server(s) that make a hosted service available) are free of viruses or other harmful components.
The Tamme Platform and all other products are provided "as is" and to the extent permitted by law (including the Australian Consumer Law if applicable), we disclaim any and all warranties and representations of any kind, including any warranty or non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory.
We shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.
We reserve the right to restrict, suspend or terminate without notice your access to the Tamme Platform, any Content, or any feature of the Tamme Platform at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.
(a) Tamme shall defend, hold harmless and indemnify you from and against any loss suffered or incurred by you arising out of or in connection with any claim that the Tamme Platform infringes any intellectual property right or other right of any third party, except to the extent that such loss is caused or contributed to by your act or omission.
(b) You shall defend, hold harmless and indemnify Tamme and its related bodies corporate and personnel (the Tamme Indemnified Parties) from and against any loss suffered or incurred by the Tamme Indemnified Parties arising out of or in connection with:
(i) any breach by you of clause 2, 12 or 13;
(ii) Your Content or any Data (including Personal Information) used or disclosed by you in connection with these Terms, including any claim by any person that Your Content or Data infringes any intellectual property right or other right of any third party;
(iii) the use of the Tamme Platform by you and your personnel; or
(iv) any loss or damage to property arising out of or otherwise in connection with any wrongful act or omission of yours.
18 Limitation on liability
To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of the Tamme Platform and/or the information or materials contained on it, or as a result of the inaccessibility of the Tamme Platform and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.
To the maximum extent permitted by law, including the Australian Consumer Law, in all circumstances, Tamme's maximum liability to you in the aggregate will be limited to US$15,000 .
19 Amendment to these Terms
We may update or modify these Terms from time to time. Tamme will notify you of any amendment to these Terms in writing via your registered email address . Your subsequent or continued use of the Tamme Platform will constitute acceptance of any changes. If you do not agree to any change to the Terms, you must immediately stop using the Tamme Platform.
You acknowledge and agree that, notwithstanding this clause 20, Tamme may:
(a) disclose to third parties the fact that you have entered into these Terms with Tamme, including by way of the use of your company logo; and
(b) use de-identified information about you,
in any marketing or other material used by Tamme, including case studies regarding your involvement with Tamme and in white papers.
(a) You must not sub-license, assign, or attempt to sub-license or assign, any right arising out of these Terms, or these Terms, without Tamme's prior written approval which may be withheld at its complete discretion. Tamme may assign or subcontract all or part of these Terms to any other party.
(b) Each party must take all steps as may be reasonably required by the other party to give effect to these Terms and transactions contemplated by them.
(c) Any provisions of these Terms which are noted as surviving, or by their nature are intended to survive, termination or expiry of these Terms, will survive any such termination or expiry for whatever reason.
(d) These Terms contain the entire agreement between the parties with respect to their subject matter and supersede any oral or written prior agreement, representation or understanding relating to these Terms.
(e) These Terms may be executed in multiple counterparts and by electronic means.
(f) You acknowledge that in entering into these Terms you have not relied on any representation or warranties about its subject matter except as provided in these Terms.
(g) If any provision of these Terms is held to be invalid, illegal or unenforceable, these Terms will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.
(h) These Terms are governed by the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in that state.
Schedule A – Pricing & Payment
1 Customer Fees
The fees you pay to access the Tamme Platform consist of two components, a Service Fee and Advertising Fees (collectively the Customer Fees).
You must provide us with accurate and complete billing information and you must keep this information up to date. We will not send you an invoice but you can access one through your Account.
Tamme accepts all payments through Stripe.com, Tamme reserves the right to refuse payment via any other method.
We will not debit your applicable payment method if it has expired. We may remove expired credit cards from your account. You can re-add any credit card (currently supported by Stripe.com) with a valid expiry date.
1.1 Service Fee
(a) Through your Account you will pay a monthly Service Fee (Service Fee). The applicable Service Fee will be the greater of:
(i) 15% of your monthly spend through the Tamme Platform; or
(b) At the beginning of each month, we will automatically deduct US$1,000 via your chosen payment method, as payment for the following month.
(c) At the end of each month, Tamme will conduct a reconciliation of your account and calculate your Service Fee in accordance with paragraph 1.1(a). If the Service Fee due for that month is in excess of the US$1,000 prepayment, the difference between the Service Fee and US$1,000 will be charged to your chosen payment method.
1.2 Advertising Fees
Advertising Services incur particular fees (Advertising Fees). The Advertising Fees which may be charged to you, through your use of the Tamme Platform are as follows:
(a) any banner ad placement fees (determined by Tamme in respect of each advertisement placed);
(b) US$0.01 per email sent;
(c) US$0.10 per SMS sent; and
(d) US$0.00001 per push notification sent to a device.
On establishment of your Account, Tamme will automatically charge your chosen payment method with a base amount set by you (Base Credit) and credit this amount to your Account. The minimum Base Credit is US$500.
If your Account drops below a balance of US$100 from time to time, Tamme will automatically charge your chosen payment method and top-up your Account with an amount to ensure the credit in the Account equals, or exceeds, the Base Credit.
You may alter your Base Credit for Advertising Fees through your Account in the Tamme Platform.
Advertising Fees are deducted from the credit available in your Account on placement of an order for the Advertisement Service through the Tamme Platform (including by the Tamme Core Decisioning Engine).
1.3 Third party fees
You acknowledge that any advertisements placed by the Tamme Core Decisioning Engine on a Tamme Partner website will be charged to you directly by the Tamme Partner (Third Party Fees), and Tamme accepts no responsibility for the incurrence by you of any such fees.
1.4 Fee review
(a) By notice in writing to you at least 30 days prior to the change becoming effective, Tamme may, in its sole discretion, increase any aspect of the Customer Fees or Base Credit payable.
(b) On notice from Tamme that there will be an increase to the Customer Fees or Base Credit, you may, within 5 business days of receiving the notice from Tamme, elect to terminate your Account by written notice to Tamme.
2 Correcting fee errors
(a) In the case of errors or questions about Customer Fees, contact us at firstname.lastname@example.org. Your queries must be in writing.
(b) We must hear from you no later than 60 days after the problem or error appeared.
(c) In your communication of the potential error or question, you must:
(i) tell us your name, and the account number of the Account to which the error relates;
(ii) describe the error or the charge you are unsure about, the date and explain as clearly as you can why you believe it is in error or why you need more information; and
(iii) tell us the dollar amount of the suspected error.
(d) We will determine whether we committed an error within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question.
(e) If we take the additional 45 days, we will adjust the applicable Accounts within 10 business days for the amount you believe is in error, so that you will have use of the funds during the time it takes us to complete our investigation.
(f) We will tell you the results within three business days after completing our investigation. If we decide that we did not make an error, we will send you a written explanation.
(g) Subject to your compliance with this paragraph 2, if we cause an incorrect amount to be removed from your Account or if we deduct an incorrect amount from your chosen payment method, we will be responsible for returning the improperly deducted funds. To the extent permitted by law (including the Australian Consumer Law, if applicable), our liability will be limited to returning the funds as soon as possible.
(a) If GST is payable on a supply made under or in connection with these Terms, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
(b) Unless otherwise stated, all amounts referred to in these Terms, including the Customer Fees, are stated on a GST exclusive basis.
(c) If an adjustment event occurs in relation to a supply made under or in connection with these Terms, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
(d) In providing an invoice in accordance with paragraph 1 above, a party shall provide proper tax invoices if GST is applicable to the Customer Fees.
(e) Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 shall have that meaning in these Terms.