Terms and Conditions
ONLINE USE AGREEMENT WITH TSMA®
PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A BINDING CONTRACT.
1. BINDING EFFECT
Eligibility is limited to residents of the United States and persons over the age of 18 or to persons who have reached the age of majority in their countries of residence. Void in Sweden, Malaysia, Spain and countries on the United States list of embargoed countries.
YOU REPRESENT THAT BY USING THE SERVICE OR THE SITE THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT IN YOUR COUNTRY OF RESIDENCE.
3. THE SERVICE
TSMA provides promotional services to actors and artists and other content creators. The Service includes promoting a member’s Instagram account to gain followers and exposure. Additionally, certain members may join the TSMA database. In order for a member to be promoted a monthly, recurring service fee is charged. Prices are listed on the Pricing page of the Site. TSMA reserves the right upon ten (10) days’ notice to You by email to terminate all Site and Service activity without obligation or liability to You.
InstagramTM occasionally updates their algorithms, terms of service, and community guidelines. These updates can affect results and service may be interrupted. In some instances Your Instagram account may be impacted, suspended, or blocked. We work diligently with our programmers to resolve any issues that delay service. If service is delayed from an Instagram interruption, TSMA, in its sole discretion, may or may not add additional time to Your promotional services. TSMA will not be responsible for any account suspension (including but not limited to removal of likes, follows, and comments) or blocks initiated by Instagram. You use the TSMA Site and Service at your own risk. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, interruption of service by any third-party provider (e.g. Instagram), acts of God, act of war, fire, insurrection, pandemic, laws, proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riot, earthquakes, floods, explosions, or other acts of nature, for so long as the excuse is material to this Agreement.
TSMA will not be responsible for any activity that occurs and content posted under Your Instagram account (including all activity initiated and content shared by other users linked to Your account). TSMA is an independent contractor and not Your agent or employee and we are not in and do not intend to create a joint venture, partnership, or other relationship imposing a fiduciary obligation upon either of us in the performance of this Agreement.
5. SAFETY AND SECURITY
When You are required to open an account to use or access the Site or Service, You must complete the registration process by providing the complete and accurate information requested on the registration form. For a portion of the Site, You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, username, or password of someone else at any time.
You agree to notify TSMA IMMEDIATELY of any unauthorized use of Your account or of any apparent breach of security such as loss, theft, misuse, or unauthorized disclosure or use of a username or password. In such case you should immediately amend your Instagram password.
You agree that TSMA shall not be liable for any loss that You incur as a result of someone else using your password, either with or without your knowledge, unless it is determined that the wrongful use was the fault of TSMA. You may be held liable for any losses incurred by TSMA, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password.
You are responsible for the acts or omissions of any third parties who use Your identification information, whether fraudulent or not. You agree to indemnify TSMA against any claims of this kind. TSMA will not be liable if Your identity is used by someone else.
TSMA is not in a position to verify the identity of Instagram Users or the accuracy of User Content. You should therefore not assume that any User Content is accurate or that another User is who he or she claims to be. It is up to You to take appropriate steps to investigate User Content before You take any action based on it. We will not be liable for false or misleading statements by other Users.
You should not meet another person through use of the Site or Service. If You choose to, You must take appropriate precautions and follow general safety common sense. Any such meetings are at Your own risk. You alone are responsible for ensuring that Your interaction with other Users is lawful and safe.
Promotion of Your Instagram page should be a fun and safe experience. You must take responsibility at all times for Your own safety. In particular, we would draw Your attention to the following advice:
- Please block any users that You feel are acting inappropriately towards You.
- Never give out Your own password, email address, mobile phone number, or other contact details unless You have satisfied Yourself that the person You are giving that information to is who they say they are and is to be trusted with such information.
- Never give any money or any item of value to anyone who contacts You through Instagram.
Monthly subscriptions are charged on the date of purchase and once Your Service is active (typically within 24-48 hours) Your recurring billing date for renewing the service each month will be the 1st of the next month, unless otherwise stated. You may cancel Your subscription at any time by contacting us via our contact page. Please give us 48 hour’s notice to cancel Your subscription before Your next autopay period. If Your renewal payment occurred without giving us notice to stop, we will halt Your promotion within one week and You will be charged a $25 fee while we refund the balance.
Terminating Your subscription does nothing to the followers You have accumulated, but You will likely see a drastic slowing of overall activity on Your page. Some users may choose to unfollow You at their own choosing. Each subscription plan for Instagram promotion has “typical gain” numbers listed. These are considered typical and not guaranteed. The actual number of likes, followers, or views gained depends upon many factors, including the quality and quantity of the content You share, and therefore we cannot predict, control, or guarantee results. Subscription prices are subject to change on occasion and will be posted accordingly.
All purchases are non-refundable so please be sure You want to use our services before making a subscription purchase. If You cancel your services before we begin promoting Your Instagram page, then You are entitled to a refund since we have not started the setup phase. Once we start the promotion, however, we will continue promotion for the length of your subscription period and cancel the recurring subscription services only upon written request.
8. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
TSMA takes seriously the intellectual property rights of content creators throughout the world. When accessing the Site or using the Service, You agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by all laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third-party rights rests solely with You.
9. COPYRIGHT INFRINGEMENT
TSMA has in place certain legally mandated takedown procedures regarding allegations of copyright infringement occurring on the Site or with the Service. TSMA has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of TSMA or of a third party, or otherwise violated any intellectual property laws or regulations. TSMA’s policy is to promptly investigate any allegations of copyright infringement properly brought to our attention. If you have evidence, know, or have a good faith belief that Your rights or the rights of a third party have been violated and You want TSMA to delete, edit, or disable the material in question, you must provide TSMA with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit TSMA to locate the material; (d) information reasonably sufficient to permit TSMA to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to TSMA’s designated agent at:
2756 Morningside St., Pasadena, CA 91107
Phone: (213) 344-0997
11. NO WARRANTIES
TSMA HEREBY DISCLAIMS ALL WARRANTIES. TSMA IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TSMA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TSMA DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
12. LIMITED LIABILITY
TSMA’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TSMA BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY TSMA IN ANY AMOUNT THAT EXCEEDS THE PAYMENTS MADE BY YOU TO TSMA IN THE PRECEDING SIX MONTHS. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
13. AFFILIATED SITES
14. PROHIBITED USES
TSMA imposes certain restrictions on Your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by TSMA in providing the Site or Service. Any violation of system or network security may subject You to immediate termination of access to the Site and Service as well as civil and/or criminal liability.
16. GOVERNING LAW
17. SEVERABILITY; WAIVER
18. NO LICENSE
Nothing contained on the Site should be understood as granting You a license to use any of the trademarks, service marks, software, or logos owned by TSMA or by any third party.
19. CALIFORNIA USE ONLY
The Site is controlled and operated by TSMA from its offices in the State of California. TSMA makes no representation that any of the materials or the services to which You have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as TSMA’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.
20. Arbitration and Equitable Relief
(a) You and TSMA will attempt through direct negotiations to promptly resolve any dispute or controversy arising out of or relating to the scope, formation, performance, or termination of this Agreement (“the Dispute”). Any negotiations pursuant to this paragraph are confidential and will be treated as compromise and settlement negotiations for all purposes.
(b) If the parties are unable to reach a settlement amicably, the Dispute must be submitted to binding arbitration before a single arbitrator and held in Los Angeles County, California, in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association with direction to conclude the dispute within six months. The decision of the arbitrator, including any ruling on the applicability of this Agreement, will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. TSMA and You shall each pay one-half (½) of the costs and expenses of such arbitration, and each shall separately pay its respective attorneys’ fees and related expenses unless otherwise determined by arbitration or a court of competent jurisdiction. You explicitly waive the right to pursue any claim before a judge or jury.