This agreement is a legal agreement between the organisation on whose behalf you accept this agreement [as identified on the Takumi platform registration form] (Brand Owner) and Takumi International Limited, a company incorporated and registered in England and Wales with company number 9325188 whose registered office is at 1 St Katharines Way, London, E1W 1UN (Takumi International).
If you do not agree to the terms of this agreement, you will not be able to access or use the Takumi platform.
You warrant that, by accepting the terms of this agreement, you will bind the Brand Owner to the terms of this agreement and that you have the authority to bind the Brand Owner to the terms of this agreement.
If you are an agency:
The following definitions apply in this agreement.
Annual Package: a Package where the Subscription Fees are payable annually in advance.
App: as defined in the background section of this agreement.
Authorised Users: as defined in clause 7.1.
Brand Owner Manager: the Brand Owner's manager for this agreement appointed in accordance with clause 8.1.1.
Brand Owner Names: means brand names and trade marks owned by the Brand Owner as notified by the Brand Owner to Takumi International from time to time.
Business Day: Monday to Friday (inclusive) excluding bank and public holidays in England.
Campaign: the Brand Owner's advertising campaigns run via the Platform.
Campaign Materials: the information, materials, data , graphics and images supplied or used by the Brand Owner to support the Campaign.
Campaign Rules: the rules of a Campaign set by the Brand Owner in accordance with clause 10.2.
Confidential Information: all confidential information (however recorded, preserved or disclosed) including but not limited to: (i) the existence and terms of this agreement; (ii) any information that would be regarded as confidential by a reasonable business person relating to: (a) the business, accounts, affairs, contacts, clients, suppliers, plans, intentions, or market opportunities of either party; or (b) the operations, finances, transactions, processes, product information, know-how, designs, trade secrets or software of either party; (iii) any information either party designates as confidential; and (iv) any information or analysis derived from any confidential information.
Data Processor, Personal Data, Process: as defined by the DPA.
DPA: Data Protection Act 1998.
Force Majeure Event: any circumstance not within a party's reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause); and (viii) interruption or failure of utility service.
Instagram: the third party online photo-sharing, video-sharing and social networking service that allows users to take pictures and share them across a range of social networking platforms.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Takumi International Names: the brand name and trade mark "Takumi" which is owned by Takumi International and such other brand names and trade marks owned by Takumi International as notified by Takumi International to the Brand Owner from time to time.
Takumi International Manager: Takumi International's manager for this agreement appointed in accordance with clause 9.1.1.
Monthly Package: a Package where the Subscription Fees are payable monthly in advance.
Package: the package purchased by the Brand Owner from Takumi International which grants the Brand Owner a specified number of Photo Credits each month.
Payment Date: means: (i) for Monthly Packages, the same day each month as the date of this agreement or, if there is no such day, the closest day afterwards; and (ii) for Annual Packages, each anniversary of the date of this agreement or, if there is no such day, the closest day afterwards.
Photo Credit: a credit which allows one Qualifying Image to be posted on Instagram as part of a Campaign.
Platform: the Takumi platform which can be used by the Brand Owner to purchase Packages, upgrade and downgrade its Package, purchase additional Photo Credits and set up and run Campaigns in which Social Influencers can participate via the App.
Platform Content: all software, code, data, graphics and information comprised within the Platform and the look and feel of the Platform.
Qualifying Image: as defined in clause 12.7.
Social Influencer: an Instagram user who has more than 1,000 (one thousand) followers of their Instagram account (excluding followers the Social Influencer has purchased).
Social Influencer Data: any Personal Data relating to a Social Influencer.
Social Influencer Fees: as defined by clause 12.6.
Subscription Fees: the subscription fees payable by the Brand Owner to Takumi International for each Package as set out on the Platform.
Top-up Date: the day the Brand Owner is credited with the relevant number of Photo Credits which is the same day each month as the date of this agreement.
Top-up Fees: the top-up fees payable by the Brand Owner to Takumi International for additional Photo Credits as set out on the Platform.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
The following rules of interpretation apply in this agreement.
This agreement shall operate as a framework and shall apply to:
Effective: Nov 9, 2016