Terms of Use

This Terms of Use agreement (hereinafter, “Agreement” or “Terms”) is made by and between TMG Worldwide, LLC (hereinafter, “TMG”, “we” or “our”), a Delaware limited liability company and you, the user (“you,” “your” or “user”).

This Agreement contains the complete terms and conditions that govern the use of TMG Worldwide’s websites, defined as any websites under TMG’s control, whether partial or otherwise, including but not limited to; tmgworlwide.com, and wechatify.com (hereinafter collectively “TMG Sites”), as well as related products, offerings and services we may offer to you (collectively referred to as the “Services”).

By accessing, visiting, browsing, using or attempting to interact with or use any part of the TMG sites and/or services or content, you agree that you have read, understand and agree to be bound by this agreement. If you do not agree to be bound by this agreement, do not access or use any part of the TMG sites or services. TMG reserves the right, with or without notice, to make changes to this agreement at TMG’s sole discretion. You should periodically review this page to view the most current terms. Continued use of any part of the TMG sites and/or services constitutes your acceptance of such changes. The most current version of this agreement, which supersedes all previous versions, can be reviewed by going to http://www.tmgworldwide.com/terms-of-use. Users who violate these terms may have their access and use of the TMG sites and/or services suspended or terminated, at TMG’s sole discretion.

ACCESS TO TMG SITES

To access TMG’s Services, TMG Sites or other content, you may be asked to create an account and provide certain registration details or other information. It is a condition of your use of the TMG Sites that all the information you provide will be correct, current and complete. If TMG believes the information you provide is not correct, current, or complete, TMG has the right to deny access to the TMG Sites, TMG’s Services or to any of its resources, and to terminate or suspend your access at any time. As a condition of your use of the TMG Sites and TMG’s Services, you warrant to TMG that you will not use the TMG Sites for any purpose that is unlawful or prohibited by these Terms.

The TMG Sites are intended for use by individuals 15 years of age or older. By using the TMG Sites, you warrant and represent that you are 15 years or older. You may not use the TMG Sites or use TMG’s Services under any circumstances if you are less than 15 years old, and if you are under 18 years of old, you also warrant that you are using the TMG Sites and/or TMG’s Services with parental consent.

The TMG Sites and Services may only be used by individuals interacting with a Brand’s WeChat Property, SMS Marketing, or management of a Brand’s WeChat Property or SMS campaigns.

USE OF TMG SITES

TMG grants you a limited, revocable, nonexclusive license to use the TMG Sites solely for your own personal purposes only and not for republication, distribution, assignment, sub-license, sale, commercial use, preparation of derivative works, or other use. You agree not to copy the TMG Sites, reverse engineer or break into the TMG Sites, or use materials, content or TMG’s Services in violation of any law. Any use of the TMG Sites or the materials contained therein, other than as specifically authorized in these Terms, without the prior written permission of TMG is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. TMG reserves the right, without notice and in its sole discretion, to terminate your license to use the TMG Sites at any time and to block or prevent your future access to and use of, the TMG Sites.

By using the TMG Sites and TMG Services, you agree to not: post, send, submit, publish, or transmit in connection with the TMG Sites, or cause to be posted, sent, submitted, published or transmitted, any Submissions or material that you do not have the right to distribute, duplicate, display, upload, send or receive, including any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity); advocate illegal activity, discuss any intent to commit an illegal act or violate any law; post, send, submit, publish or transmit material that is vulgar, obscene, pornographic, or indecent; threaten or abuse others; libel or defame others; post, send, submit, publish or transmit material that is racist, abusive, harassing, threatening or offensive; impersonate or misrepresent your connection to any other entity or person or otherwise manipulate or forge headers or identifiers to disguise the origin of content; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Content or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices); solicit funds, advertisers or sponsors for any purpose; include programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device; post, send, submit, publish or transmit material that amounts to a pyramid or other like scheme, including contests, chain letters, and surveys; disobey any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the TMG Sites or any networks connected to the TMG Sites; use any device to navigate or search any TMG Site other than the tools available on the TMG Sites, generally available third party web browsers, or other tools approved by TMG; use any data mining, robots or similar data gathering, extraction, insertion, and/or site alteration methods; or attempt to violate the security of any TMG Sites including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; reverse engineer or decompile any parts of any TMG Sites; copy or duplicate in any manner any of the TMG content or information available from any TMG Sites, other than as permitted by these Terms; join a database or otherwise register interest in a brand or another party; share personal login credentials or passwords with anyone; access data not intended for you or logging into a server or account which you are not authorized to access; post or submit incomplete, false or inaccurate biographical information or other information; solicit passwords or personally identifiable information from other users; delete or alter any material posted by any other person or entity; harass, incite harassment or advocate harassment of any group, company, or individual; send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting and/or advertising products or services to any user, or contact any users that have specifically requested not to be contacted by you; or attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to any TMG Sites, or overloading TMG Sites.

Violations of system or network security may result in civil and/or criminal liability. TMG will investigate occurrences which may involve such violations and may involve and cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

You acknowledge that any materials you upload to the TMG Sites (“Submissions”) may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your Submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither TMG nor any third party that provides content and/or services to TMG, will assume or have any liability for any action made by TMG or such third party with respect to any Submission.

USING THE TMG SITES

When you use TMG Sites as an end user, you create a profile, which contains a core set of information about you, which acts as a login authentication to identify you (a “Profile”).

You use your Profile to access our Services, and you add, update and delete information on your Profile as you use the Services. The Services that you choose to use, determines the type of information stored in your Profile.

For example, your Profile will always contain:

your name;

your email address;

a password that you set.

  • Customer Customizations: WeChatify will not be responsible for any defect or failure in the WeChatify solution caused by customer customizations.
  • Development or Integration Consultant: Any Development/Integration consultant appointed by the customer works exclusively at the customer’s direction and the customer is responsible for any acts or omissions of such development/integration consultants.
  • Long Term Storage and Encryption
    • WeChatify stores all customer content, customer data and related operational data on the Azure Cloud hosting services in Hong Kong and Mainland China
    • WeChatify encrypts all customer content, customer data at rest
  • Backup
    • WeChatify backs-up customer content, customer data and related operational data such that WeChatify can make a rapid recovery of the WeChatify Service in the event of a loss of the primary data within a system
    • WeChatify encrypts all backups at the same standard as set forth above for long-term storage.
    • All backups are currently taken at a daily frequency as well as before any deployment to the WeChatify solution
    • WeChatify will retain all backups for a period of 30 days. WeChatify may delete and overwrite all backup files from media thirty days after the end of the retention period unless WeChatify is otherwise requested to retain these files, in writing, by the customer or law enforcement.
    • Customer data stored within WeChatify will be available to the customer until the expiration or termination of the License Term in the same format then available within WeChatify.

DATA RETENTION

Customer data and related operational data collected by WeChatify will be retained and available to the customer until the expiration or termination of the License Term. Any requests for data exports must be made before the expiration or termination of the License Term.

PERMITTED USE

Customer should request for individual logins for all members using the WeChatify platform and is not allowed to share their WeChatify logins or access with other members internal or external to the Customer.

SERVICE LEVEL AGREEMENT

WeChatify’s minimum uptime percentage obligations are detailed in the Service Level Agreement document that is shared with all customers during the onboarding process.

SUPPORT SERVICES

All support requests should be submitted to the WeChatify Account Manager managing the account. Request process and escalation procedures are detailed in the Service Level Agreement document that is shared with all customers during the onboarding process.

SOFTWARE UPDATES AND UPGRADES

During the License Term, upgrades released to WeChatify capabilities will be made available for all customers.

  • Types of upgrades: From time to time during the License Term, WeChatify may implement upgrades to the WeChatify platform. Those upgrades may include a customer-specific upgrade, an emergency upgrade necessary for the security of the WeChatify platform or to address issues causing WeChatify not to meet the minimum uptime percentage (each an ‘Emergency Upgrade’), a minor upgrade ( i.e., a maintenance release or a new minor version change to the WeChatify platform for purposes including but not limited to, error correction), or a major upgrade (i.e. a new version of a feature or a new capability for the WeChatify platform).
  • Upgrade Events Sequence: WeChatify product releases without impact to existing customer integrations will be announced through release notifications that go out to designated customer contacts. For product releases that can potentially impact customer integrations, WeChatify will made all reasonable efforts to send a notification at least 2 weeks in advance to the designated customer contact and to first install all upgrades to a sandbox environment at a mutually agreed upon time. WeChatify performs such installation, customer will work with WeChatify to test the implementation in a timely manner and will notify their WeChatify Account Manager, of the success of failure of such testing. In the event of successful test results, WeChatify will install the upgrade in the production environment at a mutually agreed upon time. In the event of the failure of the upgrade, WeChatify will take corrective action if the issue is with WeChatify’s software. If the issue is with the customer customizations, WeChatify will take reasonable steps to support customer in customer’s efforts to make adjustment to the code underlying customer customizations. Upon successful resolution of any such issues, WeChatify will install the upgrade in the production environment as described above.
  • Upgrade Timing: Emergency upgrades will be implemented by WeChatify as needed. All other upgrades will be implemented by WeChatify throughout the License Term following the defined release process. WeChatify will notify customer, with as much lead time as possible, of the availability of such upgrades. Unless the upgrade has potential to impact existing customer integrations, WeChatify will not wait for customer feedback or approval before the release to the production environment.
  • Upgrade Deferrals: A customer cannot elect to defer or decline any upgrade to the WeChatify platform.

ADDITIONAL DEFINITIONS

  • ‘Customer Customizations’ means the customizations made to WeChatify at the customer’s direction. Customer customizations do not constitute Indemnified Technology. Customer owns customer customizations, subject to WeChatify’s underlying intellectual property. Customer acknowledges and agrees that WeChatify’s access to customer customizations does not preclude WeChatify from independently developing (without use of customer customizations) or acquiring similar technology without obligation to customer.
  • ‘Development/Integration Consultant’ means a third-party systems integrator that Customer has authorized to access, test and customize WeChatify in both pre-production as well as the production environment.
  • ‘Minimum Uptime Percentage’ means the minimum uptime percentage as identified in the Service Level Agreement document shared with the customer during onboarding. Sandbox and staging environments have no guaranteed minimum uptime percentage.

RIGHT TO TERMINATE ACCESS

TMG reserves the right to monitor use of the TMG Sites to determine compliance with these Terms, as well as the right to edit, refuse to store, receive, transmit or remove any information, Content or materials, in whole or in part, at its sole discretion. TMG reserves the right to terminate your access to any or all of the Services at any time without notice for any reason whatsoever.

DISCLOSURE UNDER LAW

TMG reserves the right at all times to disclose any information or Content as necessary to satisfy any applicable law, regulation, legal process or governmental request.

PERSONALLY IDENTIFIABLE INFORMATION

TMG cautions you against the risks of providing personally identifying information on any online service, including TMG Sites. In an effort to preserve your privacy, TMG agrees that it will treat any personally identifying information that you submit through the TMG Sites in accordance with the terms outlined in its Privacy Policy at http://www.tmgworldwide.com/privacy-policy.

 

The TMG sites and contents are provided on an “as is” Basis. Use of the TMG sites and contents is at the user’s sole risk. The TMG sites, their contents, and submissions transmitted by TMG are provided without any representations, endorsements, or warranties of any kind whatsoever, either express or implied, including, but not limited to, any warranties of title or accuracy and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, with the sole exception of warranties (if any) which cannot be expressly excluded under applicable law. TMG also makes no representations, endorsements, or warranties, either express or implied, with respect to any website operated by a third party.

TMG does not warrant or make any representation regarding use, or the result of use, of any submissions or content in terms of accuracy, reliability, or otherwise. TMG makes no warranties that your use of the submissions or content will not infringe the rights of others and assumes no liability or responsibility for errors or omissions in such submissions or content.

TMG does not warrant that the functions or content contained on the site will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. You assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this site or its content.

TMG, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and members will not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if TMG has been advised of the possibility of such damages.

In no event will the collective liability of TMG and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors, regardless of the form of action (whether in contract, tort, or otherwise), exceed the greater of $100 or the amount you have paid to TMG for the applicable content or service out of which liability arose.

INDEMNITY

You agree to indemnify and hold TMG, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, members, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by you, including any use of Content other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please contact TMG by email at Legal@tmgworldwide.com or by regular mail at:

TMG Worldwide, LLC
Attn: Legal Department
500 7th Ave 8th Floor
New York, NY 10018
USA

MISCELLANEOUS

TMG makes no claims or representations that the TMG Site content and TMG Services may be lawfully viewed or accessed outside of the United States. Access may not be legal by certain persons or in certain countries. If you access any TMG Site, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Any software downloaded from any TMG Site is further subject to United States export control laws, and may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or (ii) to any individual or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country, individual, or entity on any such list.

These Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within New York County, NY. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. TMG’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect TMG’s ability to enforce such term at any point in the future. No changes to these Terms shall be made except by a revised posting on this page. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TMG as a result of this agreement or use of the TMG Sites. These Terms and any written agreements executed by you, or by your employer and TMG constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and TMG with respect to the TMG sites.