Brand & Agency Terms & Conditions

This Terms of Service (the “Agreement”) is a legally binding agreement between you (the “Licensee”) and PegCo Limited, a company incorporated and registered in England and Wales with company number 09201970 and whose registered office is at Irongate House, 22-30 Dukes Place, London, EC3A 7LP (“PegCo”) relating to the software platform which enables the Licensee to connect with Creators (the “Collaboration Platform”).

IMPORTANT NOTICE:

• By registering an account for the collaboration platform, you agree to the terms and conditions of this agreement which will bind you.
• If you do not agree to the terms and conditions of this agreement, you must stop the account registration process.
• This agreement applies to users who are both brand owners and marketing agencies, unless the context requires otherwise.

You should print a copy of this Agreement for future reference.

Additionally, by using Peg, you are agreeing to be bound by the YouTube Terms of Service, which can be found at (https://www.youtube.com/t/terms).

Agreed terms

1. Interpretation

The definitions and rules of interpretation in Schedule 2 apply in this Agreement and in any other agreement between the parties.

2. Term

This Agreement shall commence on the date you register an account for the Collaboration Platform and shall continue for a period of one month (the “Initial Subscription Term”) and, thereafter, this Agreement shall be automatically renewed for successive one month periods (“Renewal Period”), unless:

a) either party notifies the other party of termination, in writing, at least five (5) Business Days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

b) otherwise terminated in accordance with the provisions of this Agreement,

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

3. Services and permissions

3.1. During the Subscription Term, PegCo shall supply the following services to the Licensee:

a) providing access to the Collaboration Platform;

b) providing access to selected Creator Data,

(together, the “Services”).

3.2. From time to time, PegCo may:

a) modify the content, format or nature of the Creator Data or the Services;

b) issue updates to the Services;

c) make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Licensee acceptance of further terms and conditions,

d) modify the means of access to the Creator Data or the Services.

In the case of material modifications, PegCo shall give the Licensee reasonable notice of any such new features, functionality, applications or tools.

4. Fees and payment

4.1. In consideration for the provision of the Services, the Licensee agrees to pay to PegCo the appropriate fees which shall be calculated pursuant to the Pricing Schedule (the “Fees”).

4.2. By providing your payment instrument details, you authorise PegCo’s or our third party payment processors to bill your payment instrument in advance for the relevant Fees on (or in PegCo’s discretion, after) the date you register an account for the Collaboration Platform and the corresponding date in each subsequent month during the Subscription Term.

4.3. If PegCo has not received payment of the Fees by the due date, and without prejudice to any other rights and remedies of PegCo:

a) PegCo may, without liability to the Licensee, disable the Licensee’s access to all or part of the Collaboration Platform and PegCo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

b) PegCo may charge interest on the outstanding Fees, such interest to accrue on a daily basis at an annual rate equal to 3% over the then current base lending rate of PegCo’s bankers in the UK from time to time, commencing on the due date and continuing until all outstanding Fees are fully paid, whether before or after judgment.

4.4. The Fees:

a) shall be payable in pounds sterling;

b) are, subject to clause 20.7, non-refundable;

c) are exclusive of VAT or any other applicable sales tax, which shall be added to the billed amount at the appropriate rate.

4.5. PegCo shall be entitled to vary the Fees at the start of each Renewal Period upon 10 days’ prior notice to the Licensee, provided the variation does not result in any increase in the Fees of more than 5 per cent.

5. Licence to authorised users

5.1. Subject to the Licensee complying with the terms and conditions of this Agreement, PegCo hereby grants the Licensee a non-exclusive, non-transferable, revocable, worldwide licence to permit the Authorised Users to:

a) use the Collaboration Platform;

b) use and store the Creator Data; and

c) create Derived Data from the Creator Data,

during the Subscription Term, only for the Permitted Use and on the terms set out in this Agreement.

5.2. This clause 5.2 shall only apply to licensees who are marketing agencies In addition to the licence granted under clause 5.1, PegCo hereby grants the Licensee a non-exclusive, non-transferable, revocable, worldwide licence to permit the Authorised Users to disclose the Creator Data and/or the Derived Data to its Clients’ brand managers (or a person with an equivalent role) during the Subscription Term, only for the purpose of researching the content, reach and audience of Creators and on the terms set out in this Agreement.

5.3. In relation to the Authorised Users, the Licensee undertakes that:

a) the maximum number of Authorised Users that it authorises to access and use the Collaboration Platform and the Creator Data shall not exceed the number of User Subscriptions it has purchased from time to time;

b) it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Collaboration Platform and the Creator Data;

c) each Authorised User shall keep a secure password for his use of the Collaboration Platform, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;

d) it shall disable any Authorised User's access to the Collaboration Platform promptly upon termination or suspension of such Authorised User's employment or services contract or other arrangement with the Licensee;

e) it shall maintain a written, up to date list of current Authorised Users and provide such list to PegCo within 5 Business Days of PegCo’s written request at any time or times;

f) if PegCo becomes aware that any password has been provided to any individual who is not an Authorised User, then without prejudice to PegCo’s other rights, the Licensee shall promptly disable such passwords and PegCo shall not issue any new passwords to any such individual; and

g) if PegCo becomes aware that the Licensee has underpaid Fees to PegCo, then without prejudice to PegCo’s other rights, the Licensee shall immediately pay to PegCo an amount equal to such underpayment as calculated in accordance with the Pricing Schedule.

5.4. PegCo has the right to change or disable any Authorised User’s user identification code, password or security information at any time for security reasons, including if, in PegCo’s opinion, the provisions of this Agreement have not been complied with.

6. Additional authorised users

6.1. Subject to clause 6.2 and 6.3, the Licensee may, from time to time during the Subscription Term, purchase additional User Subscriptions and PegCo shall extend the rights granted under clause 5.1 and 5.2 (as applicable) to such additional Authorised Users in accordance with the provisions of this Agreement.

6.2. If the Licensee wishes to purchase additional User Subscriptions, the Licensee shall notify PegCo in writing. PegCo shall evaluate such request for additional User Subscriptions and respond to the Licensee with approval or rejection of the request (such approval not to be unreasonably withheld).

6.3. If PegCo approves the Licensee's request to purchase additional User Subscriptions, the Licensee shall, within 30 days of the date of PegCo's invoice, pay to PegCo the relevant Fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Licensee part way through a paid-up period, such Fees shall be pro-rated for the remainder of such paid-up period.

7. Use restrictions

Except as expressly set out in this Agreement or as permitted by any applicable law or regulation which is incapable of exclusion by agreement between the parties, the Licensee undertakes:

a) to use its best endeavours to prevent any unauthorised access to, or use of, the Collaboration Platform and, in the event of any such unauthorised access or use, promptly notify PegCo;

b) not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Collaboration Platform in any form or media or by any means;

c) not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Collaboration Platform; or

d) not to permit the Collaboration Platform or any part of it to be combined with, or become incorporated in, any other programs or websites;

e) not to access all or any part of the Collaboration Platform or the Creator Data in order to build a product or service which competes with the Services;

f) not to use the Collaboration Platform and/or the Creator Data to provide services to third parties;

g) not to licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make the Collaboration Platform and/or the Creator Data available to any third party except the Authorised Users; and

h) not to attempt to obtain, or assist third parties in obtaining access to the Collaboration Platform and/or the Creator Data other than the Authorised Users.

8. Pegco’s obligations

8.1. PegCo undertakes to perform the Services with reasonable care and skill.

8.2. Access to the Collaboration Platform is permitted on a temporary basis and PegCo reserves the right to withdraw or amend the services that PegCo provides on the Collaboration Platform without notice. PegCo will not be liable if for any reason the Collaboration Platform is unavailable at any time or for any period.

8.3. From time to time, PegCo may restrict access to some functionality or parts of the Collaboration Platform, or the entire the Collaboration Platform, to all or some of the Authorised Users.

9. Licensee obligations

9.1 The Licensee shall:

a) use its best endeavours to ensure that the Authorised Users use the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any breach of this Agreement caused or contributed to by the acts or omissions on the part of any Authorised User;

b) obtain and maintain all necessary licences, consents, and permissions necessary for the Licensee to perform its obligations under this Agreement;

c) comply with all applicable laws and regulations applicable to its use of the Services;

d) comply with the Acceptable Use Policy when using the Services, including in relation to any content or material that is accessed, stored, distributed or transmitted using the Collaboration Platform; and

e) include PegCo’s copyright notice on all entire and partial copies of the Collaboration Platform in any form.

9.2. The Licensee warrants to PegCo that all the information it provides to PegCo is true and accurate to the best of its knowledge.

9.3. If a Licensee becomes aware that any use of the Services breaches the Acceptable Use Policy, the Licensee shall immediately inform PegCo and co-operate with PegCo’s reasonable instructions to resolve the breach.

10. Messages

10.1. From time to time, the Collaboration Platform may provide a function which allows messages to be sent, received and viewed, as between an Authorised User, on behalf of the Licensee, and a Creator or the Creator’s authorised representative.

10.2. The Licensee acknowledges and agrees, and shall inform its Authorised Users, that messages:

a) are permanently stored by PegCo (subject to data protection laws);

b) are accessible for up to one (1) year by the recipient(s);

c) may be shared amongst all Authorised Users (including replacement Authorised Users); and

d) may be disclosed by PegCo if required by law or any order of the court or any relevant regulatory body.

10.3. PegCo has the right, but not the obligation, to monitor and review messages, and reserves the right to remove or disable access to this message function where the content of messages violates this Agreement (in particular, the Acceptable Use Policy) or is otherwise undesirable. PegCo may take these actions without prior notification to the Licensee or the Authorised User. Removal or disabling of access to the message function will be at PegCo’s sole discretion, and PegCo does not promise to remove or disable access to any specific message. The Licensee is solely responsible for securing and backing up the content of its messages.

10.4. The Licensee may disable this messaging function, or block the receipt of messages from particular Creators, by contacting PegCo at hello@peg.co at any time.

11. Confidential information

11.1. Each party may be given access to Confidential Information from the other party in order to exercise or perform its rights and obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 11);

b) was available to the receiving party on a non-confidential basis, or otherwise known to the receiving party, before disclosure by the disclosing party;

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

d) is independently developed by the receiving party (which can be evidenced in writing); or

e) the parties agree in writing is not confidential or may be disclosed.

11.2. Each party shall keep the other party's Confidential Information confidential and shall not:

a) use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or

b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.3. A party may disclose the other party's Confidential Information to those of its Representatives and/or, in the case of the Licensee, the Authorised Users who need to know that Confidential Information for the purpose of exercising or performing their rights and obligations under this Agreement, provided that:

a) it informs such persons of the confidential nature of the Confidential Information before disclosure;

b) it uses its best endeavours to ensure such persons do not in turn disclose the Confidential Information to any other person; and

c) at all times, it is responsible for such persons’ compliance with the confidentiality obligations set out in this clause 11.

11.4. This clause 11.4 shall only apply to licensees who are marketing agencies The right to disclose Confidential Information to certain persons in clause 11.3 shall extend to the right of the Licensee to disclose the Creator Data to its Clients’ brand managers (or a person with an equivalent role) who need to know the Creator Data for the purpose of researching the content, reach and audience of Creators, and shall be subject to the same conditions in clause 11.3 a) – c) (inclusive).

11.5. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

11.6. The Licensee acknowledges that PegCo’s Confidential Information includes details of the Services, the Creator Data and any software, other materials created by PegCo in connection with the Services or other materials created by the Creator in connection with the Collaboration Platform.

11.7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.

11.8. The provisions of this clause 11 shall continue to apply after termination of this Agreement.

12. Security of creator data

12.1. The Licensee shall ensure that the Creator Data is kept secure, adopt security practices and systems sufficient to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Creator Data.

12.2. If the Licensee becomes aware of any misuse of any Creator Data, or any security breach in connection with this Agreement that could compromise the security or integrity of the Creator Data or otherwise adversely affect PegCo, the Licensee shall, at the Licensee’s expense, promptly notify PegCo and fully co-operate with PegCo to remedy the issue as soon as reasonably practicable.

13. Personal data

13.1. The terms of PegCo’s privacy policy from time to time, available at https://peg.co/privacy, are incorporated into this Agreement by reference and apply to all personal data collected by PegCo or provided by the Licensee in the course of provision and receipt of the Services, including personal data of the Authorised Users.

13.2. To the extent the Creator Data, or any other data or information provided to the Licensee by PegCo in connection with the Services, contains personal data, the Licensee shall, unless otherwise expressly permitted by the data subject or PegCo:

a) process the personal data only to the extent, and in such a manner, as is necessary for the carrying out the rights and obligations set out in this Agreement and shall not process the personal data for any other purpose;

b) not disclose the personal data to third parties or allow third parties to access the personal data, other than the Authorised Users;

c) not transfer the personal data outside the European Economic Area;

d) use all reasonable efforts to assist PegCo as the data controller to comply with such obligations as are imposed on it by the Data Protection Act 1998 and any other applicable data protection legislation (“Data Protection Requirements”);

e) maintain security measures sufficient to comply at least with the obligations imposed by the Data Protection Requirements; and

f) notify PegCo immediately if it becomes aware of any unauthorized or unlawful processing, loss of, damage to or destruction of such personal data.

13.3. The Licensee shall indemnify PegCo for any cost, claim or expense arising from a breach of the requirements in clause 13.2 or a breach of the Data Protection Requirements by the Licensee or caused or contributed to by the acts or omissions on the part of any Authorised User.

13.4. Where you receive from us user tracking information based on UTM parameters as part of an agreed influencer campaign, you may be deemed joint data controller with PegCo. You will for this purpose maintain a transparent publicly available privacy/data protection policy that will include all the information required by GDPR and Data Protection Act 2018. You shall comply with data subjects’ requests to exercise their rights and collaborate with us where you are not able to do so yourself. You will erase the data where no longer necessary for campaign analytics purposes.

14. Marketing

14.1. This clause 14.1 shall only apply to licensees who are brand owners and marketing agencies The Licensee gives PegCo permission to use the Licensee’s (and its parent company's, if applicable) name, trade marks and logos and (subject to any confidentiality obligations) refer to any agreement made between the Licensee and a Creator arising from its use of the Collaboration Platform in any media, at any time and without prior notification to the Licensee for the purpose of promoting the Collaboration Platform.

14.2. This clause 14.2 shall only apply to licensees who are marketing agencies The Licensee shall procure (at its expense) the permission of its Clients for PegCo to use the Client’s name, trade mark and logos and (subject to any confidentiality obligations) to refer to any agreement made between the Client and a Creator arising from the Client’s use of the Collaboration Platform and Creator Data in any media, at any time and without prior notification to the Licensee or the Client for the purpose of promoting PegCo.

15. Intellectual property rights

15.1. PegCo is the owner or the licensee of all Intellectual Property Rights in the Collaboration Platform, and in the material published on it. Those works are protected by copyright and other Intellectual Property Right laws and treaties around the world. All such rights are reserved.

15.2. The trade marks, service marks, and logos (“Trade Marks”) contained on the Collaboration Platform are owned by PegCo or its third party partners. The Licensee cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of PegCo or PegCo’s relevant third party partner. In particular, the Trade Marks may not be used to disparage PegCo or PegCo’s relevant third party partner, the goods and services of PegCo or PegCo’s relevant third party partner, or in any manner that may damage any goodwill in the Trade Marks. All goodwill generated from the use of any Trade Marks owned by PegCo shall inure to PegCo’s benefit.

15.3. Other than the licences expressly granted under this Agreement, PegCo grants the Licensee no licence of, right in or make any assignment of any of PegCo’s Intellectual Property Rights.

16. Acknowledgments

16.1. The Licensee acknowledges and accepts that the Collaboration Platform serves only as a meeting place for the Licensee and Creators. The extent and manner in which the Licensee chooses to use the services and functionality of the Collaboration Platform to find and communicate with Creators is to be determined by the Licensee in its sole discretion (provided such use is in compliance with this Agreement).

16.2. PegCo is not an agent, advisor or consultant to the Licensee. As such, PegCo does not accept any responsibility for the introduction, formation or management of any relationship or arrangement (or lack thereof) between the Licensee, a Client (as applicable) and a Creator. Nothing in this Agreement shall constitute any representation or warranty that the Collaboration Platform shall result in the Licensee or a Client (as applicable) being successful in being introduced to, being approached or engaging a Creator.

16.3. The content of the Collaboration Platform is provided for general information only. It is not intended to amount to advice on which the Licensee should rely. The Licensee must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Collaboration Platform.

16.4. PegCo does not review, monitor or vet the Creators or their video content. It is the responsibility of the Licensee to conduct due diligence on Creators and to assess and determine the suitability of the Creators and the Creators’ video content for the Licensee’s specific criteria and values.

16.5. PegCo uses third parties, such as YouTube and other social media platforms, to provide data on which the Creator Data and other information available on the Collaboration Platform is based. PegCo tries to make sure that such data is correct and up-to-date, but PegCo cannot guarantee that it always will be. Accordingly, PegCo does not accept any liability for any error or omission in the Creator Data or other information available on the Collaboration Platform (unless such error or omission is caused by PegCo).

17. Warranties

17.1. Except as expressly and specifically provided in this Agreement:

a) the Licensee assumes sole responsibility for results obtained from the use of the Collaboration Platform and any collaboration or agreement with Creators;

b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;

c) the Collaboration Platform is provided to the Licensee on an “as is” and “as available” basis.

18. Pegco’s liability

18.1. Nothing in this Agreement excludes or limits PegCo’s liability for death or personal injury arising from PegCo’s negligence, or PegCo’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

18.2. Subject to clause 18.1, PegCo will not be liable to the Licensee for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

a) any error or omission in the Creator Data or other information obtained from use of the Services (unless such error or omission is caused by PegCo);

b) use of, or inability to use, the Collaboration Platform;

c) use of or reliance on any content displayed on the Collaboration Platform, including the Creator Data;

d) any collaboration, commitment or agreement (or lack thereof) between the Licensee, a Client (as applicable) and a Creator.

18.3. Subject to clause 18.1, PegCo will not be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, for:

a) loss of profits, sales, business, or revenue;

b) business interruption;

c) any loss or corruption (whether direct or indirect) of data or information;

d) loss of anticipated savings;

e) loss of business opportunity, goodwill or reputation; or

f) any indirect or consequential loss or damage.

18.4. PegCo will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Authorised Users’ computer equipment, computer programs, data or other proprietary material due to use of the Collaboration Platform or downloading of any content on it.

18.5. PegCo has no control over, and therefore assumes no responsibility for, the content of third party websites which may be linked to on the Collaboration Platform. Such links should not be interpreted as endorsement by PegCo of those linked websites. PegCo will not be liable for any loss or damage that may arise from the Licensee’s use of them.

18.6. Subject to clause 18.1, PegCo’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the amount the Licensee paid to PegCo in Fees in the 12 calendar month period immediately preceding the date on which the claim first arose.

19. Indemnities

The Licensee agrees to indemnify PegCo in full and on demand from and against any loss, damage, costs or expenses which PegCo may suffer or incur directly or indirectly as a result of a breach, negligent performance or non-performance of these terms and conditions by the Licensee or caused by or contributed to by the act or omission of an Authorised User.

20. Termination

20.1. The Licensee shall have the right to terminate this Agreement for any reason on giving PegCo not less than 10 Business Days’ written notice of termination.

20.2. PegCo shall have the right to terminate this Agreement for any reason on giving notice in writing to the Licensee, with immediate effect.

20.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;

b) the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

20.4. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

20.5. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

20.6. Upon expiry or termination of this Agreement for any reason:

a) the Licensee shall immediately pay any outstanding amounts owed to PegCo under this Agreement;

b) all rights granted under this Agreement to the Licensee and the Authorised Users shall cease;

c) the Licensee must immediately cease all activities authorised by this Agreement, and procure the Authorised Users to do the same, including use of the Services;

d) the Licensee’s access to the Creator Data will end;

e) each party must delete or destroy all copies of all or any part of the Confidential Information (including Creator Data) which have been provided to them, and procure the Client’s brand managers as well as any other person to whom the Confidential Information has been disclosed to; and

f) subject to clause 20.6 e), the Licensee shall be entitled to keep the Derived Data which it created up until the date of expiry or termination of this Agreement.

20.7. Upon termination of this Agreement before the end of a paid-up period, no Fees will be refunded to the Licensee, except at PegCo’s sole discretion or where PegCo terminates in accordance with clause 20.2 in which case the Fees will be refunded on a pro-rata basis.

21. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (including delays, delivery failures or other loss resulting from the transfer or data over communications networks and facilities). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two weeks, the party not affected may terminate this Agreement by giving seven days written notice to the affected party.

22. Transfer of rights and obligations

22.1. This Agreement is binding on both parties and on their respective successors and assignees.

22.2. The Licensee may not transfer, assign, charge or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, without PegCo’s prior written consent.

22.3. PegCo may assign, charge, novate or otherwise dispose of this Agreement without the Licensee’s prior written consent.

23. Changes to the agreement

Subject to clause 4.5, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. Notice

24.1. Any notice given to a party under or in connection with this contract shall be in writing and shall be:

a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or

b) sent by email to an email address notified by either party for such use.

24.2. Any notice shall be deemed to have been received:

a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;

c) if sent by email, when the email reaches the recipient's inbox.

24.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

26. Severance

26.1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

26.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

27. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28. Entire agreement

This Agreement and any document expressly referred to in it constitutes the whole agreement between PegCo and supersedes any previous discussions, correspondence, arrangements or understandings between the parties.

29. Governing law and jurisdiction

29.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

29.2. Any dispute or claim arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1

Acceptable Use Policy

In the course of the Licensee’s use of the Services, the Licensee agrees not to:

a) use the Services in any unlawful manner, for any unlawful purpose or in a manner which promotes or encourages illegal activity;

b) breach any law, statute, contract, or regulation;

c) act in a manner that is obscene, defamatory, libelous, pornographic, racist, offensive, objectionable (as determined by PegCo in its sole discretion), unlawfully threatening or unlawfully harassing;

d) infringe the rights, including any intellectual property or privacy rights, of any third party;

e) provide false, inaccurate or misleading information;

f) do anything which may damage the reputation of PegCo, the Creator or the Services;

g) attempt to gain unauthorised access to the Collaboration Platform or any networks, servers or computer systems connected to the Collaboration Platform;

h) knowingly introduce viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful;

i) directly or indirectly damage, disable, overburden, impair or compromise PegCo’s systems or security or interfere with other users; or

j) collect or harvest any information or data from the Collaboration Platform or PegCo’s systems or attempt to decipher any transmissions to or from the servers running the Collaboration Platform.

Schedule 2

Definitions and Rules of Interpretation

“Acceptable Use Policy” the policy set out in Schedule 1;

“Authorised Users” the Licensee’s Representatives that are authorised by the Licensee to use the Services and have a User Subscription;

“Business Day” a day other than Saturday or Sunday or public holiday in England when banks in London are open for business.

“Client” means a brand the Licensee provides advertising and marketing services to;

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives involved in the provision or receipt of the Services who need to know the confidential information in question to the other party and that party's Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure;

“Creator” means a person who has created video content on a social media platform, including YouTube, who may have authorized PegCo access to his/her Creator Data;

“Creator Data” means analytics data or information (in whatever form) associated with the Creator’s video content on a social media platform, including but not limited to measurements of user activity, geographics and demographics, video view counts and ratings, traffic sources and user device type and operating systems;

“Derived Data” any Creator Data combined or aggregated (wholly or in part) with other data or information or otherwise adapted to such a degree that it: (a) cannot be identified as originating or deriving directly from the Creator Data or the Services and cannot be reverse-engineered such that it can so be identified; and (b) is not capable of use substantially as a substitute for the Creator Data or the Services;

“Fees” as defined in clause 4.1;

“Initial Subscription Term” the period set out in clause 2;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Permitted Use” means internal business use for the purpose of researching the content, reach and audience of Creators;

“Pricing Schedule” the schedule of fees for the Services from time to time, available upon request;

“Renewal Period” the period set out in clause 2;

“Representatives” includes a party’s employees, officers, representatives, agents, advisors or sub-contractors;

“Services” as defined in clause 3.1;

“Subscription Term” as defined in clause 2;

“User Subscriptions” the user subscriptions purchased by the Licensee in accordance with the Pricing Schedule which entitle the Authorised Users to access and use the Services; and

“VAT” value added tax chargeable under the Value Added Tax 1994 and any similar replacement tax and any similar additional tax.

1.1. Personal data, data subject, processing and data controller shall bear the meanings given to those terms respectively in the Data Protection Act 1998.

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4. The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.10. References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule.

1.11. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.