Last Modified:  October 15, 2021

​

Brand Messenger is an online platform that allows artists to setup their bio link, engage automatically with users on Instagram (the "Services") and monitor engagement.  Please read these Terms of Use before using, or submitting content in any form or medium for publication through the Services. The document you are reading now is the legal contract between you and Stashimi, Inc., a Delaware corporation ("Stashimi," "we," "us"). By continuing to use the Services, or by submitting content for publication through the Service, you agree to abide, and that you are bound, by these Terms of Use (the "Terms"). We reserve the right to change these Terms of Use at any time, and you agree (including by virtue of your continued use of the Services) to be bound by any such changes. Your use of the Services is also governed by and subject to the Facebook and Instagram Platform Policies (located at https://developers.facebook.com/terms/dfc_platform_terms/ ).  Notwithstanding the fact that the Services are designed to work with Instagram, you are solely responsible for complying with such Facebook and Instagram policies and agreements.  Unless explicitly stated otherwise, any new features or functionality that augment or enhance our Services shall be subject to these Terms of Use. The most current version of these Terms of Use can be viewed at any time at: https://link.stashimi.com/artistmessenger/legal-terms

​

NOTICE REGARDING DISPUTE RESOLUTION:  These Terms contain provisions that govern the resolution of claims between you and Stashimi.  They also include an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration.  Unless you opt out, you will only be able to pursue claims against Stashimi on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

​

1. We Strictly Adhere to the Terms of our Privacy Policy:  We take the privacy of our artists very seriously. Please refer to our Privacy Policy located at https://stashimi.com/artistmessenger/legal-privacy  for more information.
    

2. You agree to Fulfill the Minimum Requirements to Use the Services:  You will be required to provide log-in information to use the Services and access your Instagram account.  You agree to provide us with accurate, complete and updated information about yourself or the artist you represent.  You represent and warrant that you are of legal age to form a binding contract. If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of that organization or entity and hereby bind such organization or entity to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
    

3. We do not Collect Information from Children Under the Age of 13:  The Children’s Online Privacy Protection Act (“COPPA”) requires that we obtain parental consent before knowingly collect personally identifiable information online from children who are under 13.  Therefore, you must be 13 or older to use our Services. If you are under 13, you are not permitted to use our Services. If we learn you are under 13, we will terminate your account.  If you believe that a child under 13 may have provided us personal information, please contact us at legal@stashimi.com.
    

4. We May Discontinue or Suspend Our Services or Terminate Your Use: We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that Stashimi shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Services. In addition, we reserve the right to terminate your access to our Services for any reason, and to take any other actions that Stashimi, in its sole discretion, believes to be in the interest of our company and of our users as a whole.
    

5. We Have All Rights In Our Services and Content; You Grant Us Certain Rights When You Submit Content to Us:

   • Our Services, any content that we may provide (including text, photographs, graphics, video and audio content) and any data that we collect regarding the use of the Services are protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. All individual articles, blogs, videos, content and other elements comprising our Services are also copyrighted works, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. You must abide by all additional copyright notices or restrictions displayed through the Services.

   • By posting or submitting content on or through our Services (regardless of the form or medium with respect to such content, whether text, videos, photographs, audio or otherwise) ("Your Content"), you are giving us, and our affiliates, agents and third party contractors the right to display or publish such content on our Services (either in the form submitted or in the form of a translated, derivative or adapted work), to store, display, perform and distribute such content through Instagram  and use such content for promotional and marketing purposes. Your license to us of Your Content is worldwide, royalty-free, perpetual, irrevocable and sublicensable.

   • You shall be solely responsible for Your Content and the consequences of publishing it. In connection with Your Content, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Your Content to enable inclusion and use of such submissions in the manner contemplated by us and these Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and these Terms.
     
     In furtherance of the foregoing, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; or (iv) post advertisements or solicitations of business. We reserve the right to remove or not publish submissions without prior notice. You understand that when you submit content in any form to our Service we may authorize such content to be distributed or published through Instagram.
      

6. You Have Rights if You Believe Your Copyright is Being Infringed: If you believe material or content residing on or accessible through our Services infringes a copyright, please send a notice of copyright infringement containing the following information to the registered copyright agent listed below:

   • A statement that you have identified material on a service that infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act);

   • A description of the copyrighted work that you claim has been infringed, which should include the type of work (such as a book or a sound recording) and any relevant further details (such as the title and date of publication, as applicable);

   • The country or countries to which your copyright applies;

   • A description of the way in which the copyright material has been infringed;

   • A description of where the material that you claim is infringing is located on our Services (including a URL and screen shot);

   • Your address, telephone number, and email address so that we may get in contact with you;

   • A statement by you that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law;

   • A statement by you, made under penalty of perjury, that the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and

   • An electronic or physical signature (which may be a scanned copy) of the copyright owner.
     
     Registered copyright agent:
     
     Physical mail: 
     Attn: Copyright Infringement Notification
     Stashimi Inc.
     
     500 N. Central Ave, Suite 600
     Glendale, CA 91203
     
     Email: dmca@stashimi.com
     
     Please be sure to include responses to items (a)-(i) above in your email.
     
     We may, in appropriate circumstances and at our discretion, disable, terminate, and/or take other appropriate steps relating to the accounts of users who may be repeat infringers.
      

7. Your Use of Our Content is Restricted:

   • Unless expressly permitted, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit or in any way exploit any part of our Services or any content thereon (other than Your Content). Without limiting the generality of the foregoing, you may not distribute any part of our Services or any content thereon (other than Your Content) over any network, including, without limitation, a local area network, or sell or offer it for sale.

   • We are concerned about the integrity of our Services when they are viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with the content of our Services. Neither you nor any third party shall make use of the contents of our Services in any manner that constitutes an infringement of our rights, including copyright or that has not been authorized by us.
      

8. You Will Be Responsible for Any Harm We Suffer as a Result of Your Violation of These Terms, the Facebook and Instagram Terms or Any Breach by You of Your Representations and Warranties: You agree to indemnify and hold harmless Stashimi and its affiliates, and their respective directors, officers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms, the Facebook and Instagram Terms or any breach by you of your representations and warranties hereunder. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section 8. In such event, you shall provide us with such cooperation as is reasonably requested by us.
    

9. Your Use of Our Services is Subject to Certain Disclaimers: OUR SERVICES ARE AVAILABLE "AS IS." WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE NEWS, INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH OUR SERVICES. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SERVICES OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH OUR SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED ON OUR SERVICES OR AVAILABLE THROUGH LINKS ON OUR SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON OUR SERVICES. WE DO NOT GUARANTEE OR WARRANT THAT OUR SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM OUR SERVICES DO NOT CONTAIN DESTRUCTIVE FEATURES, SUCH AS VIRUSES, WORMS, "TROJAN HORSES" OR OTHER DESTRUCTIVE MATERIALS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON OUR SERVICES AND ANY MATERIALS AVAILABLE THROUGH OUR SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
   
   OUR SERVICES MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, OR OTHER INFORMATION CREATED BY US OR BY THIRD-PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT ON OUR SERVICES IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON OUR SERVICES OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY US AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
    

10. We are Not Responsible for Linked Sites: We are not responsible for the availability or content of other services that may be linked through our Services. Because we have no control over such services, you acknowledge and agree that we are not responsible for the availability of such external services, and that we do not endorse and are not responsible or liable for any content, accuracy, quality, advertising, products or other materials on or available from such services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through such services.
     

11. We May be Legally Compelled to Disclose Certain Information: You agree that in the event we receive a subpoena issued by a court or from a law enforcement or government agency, we shall comply with such subpoenas without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto.
     

12. Our Liability to You is Limited: Stashimi and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to our Services or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in our Services (including, without limitation, as a result of breach of any warranty or other term of these Terms). To the maximum extent permitted by applicable law, our total liability for any claim related to our Services shall be limited to the amount you paid, if any, for use of our Services.
     

13. These Terms Will be Governed by California Law: These Terms and Conditions shall be governed by the laws of the United States and the State of California, applicable to agreements made and to be performed therein without regard to conflict of laws principles. BY CONTINUING TO USE OUR SERVICES, YOU AGREE TO ABIDE BY THESE TERMS AND CONDITIONS. The caption to each Section of these Terms and Conditions are for convenience of reference only and shall be ignored in the construction or interpretation hereof.
     

14. Disputes Are Handled via Arbitration. Except as set forth below, ANY DISPUTE OR CLAIM ARISING UNDER THESE TERMS, INCLUDING THE PRIVACY POLICY, OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT; provided, however, that the following are exceptions to our agreement to arbitrate our disputes: a) Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and b) Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.  You may begin an arbitration proceeding by following the American Arbitration Association’s (AAA’s) filing requirements and mailing a request for arbitration and description of your claim to our address.  The AAA’s Rules of Commercial Arbitration will apply (available at www.adr.org or by calling 1-800-778-7879).  The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate.  Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.  You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to Stashimi within 60 days of the earlier of your first use of the Services or your registration with the Services.  By using the Services, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms (including the Privacy Policy incorporated herein by reference) and any dispute or claim of any sort that might arise between you and Stashimi.  The prevailing party in any judicial action to enforce this arbitration agreement shall be entitled to a judgment that includes all fees and costs incurred in such action.  Any cause of action or claim you may have arising out of or relating to the Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.