This terms of service agreement (this “agreement”) is a legal agreement between you 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 (“we”, “us ” or “our”) relating to use of the software platform which enables you to connect with marketing agencies and brand owners (the “ Collaboration Platform”).
You should print a copy of this agreement for future reference.
Where you are an authorised representative of the owner of the YouTube channel that you are verifying, you warrant that you have permission to enter into this agreement on their behalf and that you shall ensure the owner of the YouTube channel is aware of these terms and agrees to be bound by them as if he/she was a party to this agreement.
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).
1.1. We have developed the Collaboration Platform to enable people who create video content to connect with marketing agencies and brand owners.
1.2. In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable licence to access and use the Collaboration Platform on the terms of this agreement.
1.3. To access the Collaboration Platform and use the data, content, information and services made available through the Collaboration Platform, you must verify your YouTube channel account on the website https://peg.co. By doing this, you:
a) warrant to us that you are the owner or authorised representative of the YouTube channel that you are verifying; and
b) warrant to us that you are 18 years of age or older;
c) warrant that the video content posted on your YouTube channel account complies with all applicable YouTube terms and conditions, guidelines and policies, and does not infringe the right of any third party, including intellectual property rights; and
d) grant us access to and permission to use (subject to applicable YouTube API terms and conditions) all and any YouTube analytics data associated with your YouTube channel, 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(the “Creator Data”) in connection with the Collaboration Platform. You hereby acknowledge and accept that such use includes: (i) disclosure of the Creator Data to our partners which include marketing agencies and brands (“Partner(s)”) and, where the Partner is a marketing agency, its clients, for their internal business use for the purpose of researching your content, reach and audience; and (ii) the creation and unlimited use and disclosure of data which combines or aggregates (wholly or in part) the Creator Data with other data or information, or otherwise adapts the Creator Data, to such a degree that it cannot be identified as originating or deriving directly from the Creator Data, cannot be reverse-engineered such that it can so be identified, and is not capable of use substantially as a substitute for the Creator Data.
1.4. Access to the Collaboration Platform is permitted on a temporary basis and we reserve the right to withdraw, amend or restrict your access to the services or functionality that we provide on the Collaboration Platform without notice. We will not be liable if for any reason the Collaboration Platform is unavailable at any time or for any period.
2.1. From time to time, the Collaboration Platform may provide a function which allows messages to be sent, received and viewed as between you or your authorised representative and other YouTube channel owners and our Partners.
2.2. You acknowledge and agree that messages:
a) are permanently stored by us (subject to data protection laws);
b) are accessible for up to one (1) year by the recipient(s);
c) may be stored by, and shared within, the organizations of our Partners; and
d) may be disclosed by us if required by law or any order of the court or any relevant regulatory body.
2.3. We have the right, but not the obligation, to monitor and review messages, and reserve the right to remove or disable access to this message function where the content of messages violates this agreement (in particular, the Restricted Activities as defined in clause 4.2 below) or is otherwise undesirable. We may take these actions without prior notification to you. Removal or disabling of access to the message function will be at our sole discretion, and we do not promise to remove or disable access to any specific message. You are solely responsible for securing and backing up the content of your messages.
2.4. You may disable this messaging function, or block the receipt of messages from particular Partners, by contacting us at firstname.lastname@example.org at any time.
3.1. You acknowledge and accept that the Collaboration Platform serves only as a meeting place for video content creators and marketing agencies and brand owners. The extent and manner in which you choose to use the services and functionality of the Collaboration Platform to promote and advertise your video content and communicate with the Partners is to be determined by you in your sole discretion (provided such use is in compliance with this agreement).
3.2. We are not your agent, advisor or consultant. As such, we do not accept any responsibility for the introduction, formation or management of any relationship or arrangement (or lack thereof) between you and a Partner. Nothing in this agreement shall constitute any representation or warranty that the Collaboration Platform shall result in you being successful in being introduced to, approached by or engaged by a Partner.
3.3. The content of the Collaboration Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Collaboration Platform.
4.1. Except as expressly set out in this agreement or as permitted by any local law, you undertake:
a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Collaboration Platform or your access to the Collaboration Platform;
b) not to engage in any of the Restricted Activities (as defined in clause 4.2 below) , nor control an account that is linked to any of the Restricted Activities;
c) not to make alterations to, or modifications of, the whole or any part of the Collaboration Platform nor permit the Collaboration Platform or any part of it to be combined with, or become incorporated in, any other programs or websites;
d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Collaboration Platform.
e) to include our copyright notice on all entire and partial copies of the Collaboration Platform in any form; and
f) not to provide, or otherwise make available, the Collaboration Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us,
(the “Licence Restrictions”).
4.2. You agree that when using the Collaboration Platform you will comply with all applicable laws and this agreement. In particular, but without limitation, you agree not to:
a) use the Collaboration Platform 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, offensive, objectionable (as determined by us in our 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) attempt to gain unauthorised access to the Collaboration Platform or any networks, servers or computer systems connected to the Collaboration Platform;
g) knowingly introduce viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful;
h) use the Collaboration Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or
i) collect or harvest any information or data from the Collaboration Platform or our systems or attempt to decipher any transmissions to or from the servers running the Collaboration Platform,
(together, the “Restricted Activities”).
4.3. You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge.
5.1. We are 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.
5.2. The trade marks, service marks, and logos (“Trade Marks”) contained on the Collaboration Platform are owned by us or our third party partners. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of us or the relevant third party partner of us. In particular, the Trade Marks may not be used to disparage us or the relevant third party partner of us, our or the third party partner’s products or services, 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 us shall inure to our benefit.
5.3. Other than the licences expressly granted under this agreement, we grant you no licence of, right in or make any assignment of any of our intellectual property rights.
You give us permission to refer to your name, image and video content and (subject to any confidentiality obligations) any agreement made with a Partner arising from your use of the Collaboration Platform in any media, at any time and without prior notification to you for the purpose of promoting the Collaboration Platform.
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.
8.1. You acknowledge that, through your use of the Collaboration Platform, you may have access to confidential information about the business or affairs of us and our Partners, or other confidential matters which may come to your knowledge in the course of us providing the Collaboration Platform. You agree not to use or disclose to any person at any time such confidential information.
8.2. The restriction in clause 8.1 does not apply to:
a) any use or disclosure authorised by us or our Partners or as required by law; or
b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
9.1. Except as expressly and specifically provided in this agreement:
a) you assume sole responsibility for results obtained from the use of the Collaboration Platform;
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 you on an "as is" and “as available” basis.
10.1. Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
10.2. Subject to clause 10.1, we will not be liable to you 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) use of, or inability to use, the Collaboration Platform;
b) use of or reliance on any content displayed on the Collaboration Platform;
c) any collaboration, commitment or agreement (or lack thereof) between you and a Partner.
10.3. Subject to clause 10.1, we will not be liable to you, 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) loss of anticipated savings;
d) loss of business opportunity, goodwill or reputation; or
e) any indirect or consequential loss or damage.
10.4. We 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 your computer equipment, computer programs, data or other proprietary material due to your use of the Collaboration Platform or to your downloading of any content on it.
10.5. We have no control over, and therefore assume no responsibility for, the content of websites linked on the Collaboration Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
10.6. Subject to clause 10.1, our 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 £100.
You agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we may suffer or incur directly or indirectly as a result of your breach of the terms of this agreement, including any negligent or reckless act, omission or default in your use or misuse of the Collaboration Platform.
12.1. Either party may terminate this agreement immediately and without notice to the other party. You may terminate this agreement by deactivating your account, sending an email to email@example.com to request the removal of your data and refraining from use of the Collaboration Platform.
12.2. Upon termination for any reason:
a) all rights granted under this agreement shall cease;
b) you must immediately cease all activities authorised by this agreement, including your use of the Collaboration Platform;
c) we shall be entitled to immediately deactivate, and refuse any attempt to register in the future, your account(as applicable);
d) unless we had access to your Creator Data before you entered into this agreement, our access to your Creator Data will end; however, we will be permitted to keep those copies of the Creator Data made before the date of termination and use such Creator Data for the purposes set out in clause 1.3 (d) (subject to compliance with relevant data protection laws and regulations);
e) each party must delete or destroy all copies of confidential information which it has been provided with or had access to under this agreement; and
f) we shall be entitled to keep any Creator Data which has been combined or aggregated (wholly or in part) with other data or information or otherwise adapted.
12.3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
13.1. This agreement is binding on you and us and on our respective successors and assignees.
13.2. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
13.3. We may assign, charge, novate or otherwise dispose of this agreement without your prior written consent.
We may change the terms and conditions of this agreement at any time. Any changes we may make to the agreement in the future will be posted on peg.co/terms and, where appropriate, notified to you by e-mail or displayed on-screen when you next use the Collaboration Platform.
15.1.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.
15.2.Entire Agreement:this agreement constitutes the whole agreement between us and supersedes and extinguishes any previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
15.3.Waiver:If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.4.Severability:Each of the provisions and part-provisions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provision or part-provision will remain in full force and effect.
15.5.Law and Jurisdiction:Please note that this agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.
If you wish to contact us, please send an email to firstname.lastname@example.org. If we have to contact you or give you notice in writing, we will do so by email to the address noted in your account.