Tag’s Content Engine (formerly referred to as DICE) Pilot Term
Version: November 2025
1. Definitions:
1.1 “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.“Authorised Users” means all users specified as Authorised Users in the Order Form or as otherwise approved by TAG in writing;
“Confidential Information” includes: (a) for the Client: Client Data (b) For TAG: this Licence, Documentation, TAG Materials, and Analyses under clause 4.3, and information on TAG's research and development, product offerings, pricing, and availability. (c) For either party: information protected against unrestricted disclosure, designated as confidential at the time of disclosure, or reasonably understood to be confidential given its nature and the circumstances of disclosure;
“Client” means the TAG client subject to the Tag’s Content Engine Pilot as indicated in the Order Form.
“Client Data” means any data, content, materials, and information entered by Authorised Users into the production systems of a Service or derived from its use or stored within the Service (e.g., Client reports). Client Data and its derivatives do not include TAG's Confidential Information;
“Tag’s Content Engine” refers to TAG’s creative content workflow platform otherwise known as Digital Interact Content Engine (Tag’s Content Engine) including its implementation and configuration, and all associated Documentation;
“Documentation” means TAG's current technical and functional documentation, including any roles and responsibilities descriptions, if applicable, for the Service, provided to the Client;
“Licence” means these Software as a Service licence terms together with the Acceptable Use Policy, Data Processing Schedule and the Order Form;
“Non-TAG Application” means a web-based, mobile, offline, or other software application functionality that interoperates with a Service, provided by the Client or a third party;
“Pilot” means the Client’s trial of Tag’s Content Engine in accordance with the Licence, for the period set out in the Order Form;
“Pilot Term” means the duration of the Pilot program identified in the Order Form.
“Order Form” means the statement or scope of work pertaining to the Tag’s Content Engine Pilot.
“Services” means any services or solutions provided by TAG to Client under the Order Form.
“TAG” means Tag Worldwide Tech Ltd, or its Affiliate identified as the “TAG” party to the Order Form;
“TAG Materials” means any materials provided or developed by TAG or its Affiliates (independently or with the Client’s cooperation) during the Pilot Term. TAG Materials do not include Client Data or the Client’s Confidential Information;
“We” and “Our” means TAG;
“You” and “Yours” means the entity identified as the Client in the Order Form.
1.2 Any capitalised terms that are not defined above or within these Tag’s Content Engine Pilot Terms shall have the meanings given to them in the Order Form.
2. Usage Rights and Restrictions
2.1. We grant You (including Your Authorised Users) a non-exclusive, non-transferable and worldwide right to use Tag’s Content Engine and TAG Materials solely for Your internal business operations and the internal business operations of Your Affiliates' internal business operations, and strictly in accordance with the Acceptable Use Policy.
2.2. You will: (a) be responsible for Your Authorised Users' compliance with the Licence; (b) be responsible for the interoperation of any Non-TAG Applications with which You use Tag’s Content Engine (unless such integrations were provided by TAG); (c) use commercially reasonable efforts to prevent unauthorised access to or use of Tag’s Content Engine and notify Us promptly of any such unauthorised access or use; and (d) use Tag’s Content Engine only in accordance with the Licence and applicable laws and regulations.
2.3. Usage is limited to the parameters stated in the Order Form, where applicable. TAG reserves the right to terminate the Licence immediately if Client exceeds any relevant usage metrics.
2.4. Tag’s Content Engine may include integrations with web services made available by third parties (other than TAG or its Affiliates) that are processed through Tag’s Content Engine and subject to terms and conditions with those third parties. These third-party web services are not part of Tag’s Content Engine and the Licence does not apply to them.
2.5. If You receive notice that content or a Non-TAG Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights or the Acceptable Use Policy, You will promptly do so. If You do not take required action in accordance with the above or in Our judgment continued violation is likely to reoccur, We may disable Tag’s Content Engine and/or the Non-TAG Application. If We request, You will confirm such deletion or discontinuance of use in writing and We will be authorised to provide a copy of such information to any such third-party claimant or governmental authority, as applicable. In addition, if We are required by any third-party rights holder to remove content or We receive information that content provided by You may violate applicable law or third-party rights, We may discontinue Your access to content through Tag’s Content Engine.
2.6 Tag’s Content Engine may utilise AI algorithms and technologies, including generative AI, LLMs (“AI Features”), to provide various features, including content creation such as reports, translations, insights, descriptions, summaries, audio, images and videos (“Output”). We may provide results based on natural language queries or prompts that the Client and Authorised Users provide while using Tag’s Content Engine (“Input”). The Client recognises and accepts that TAG do not undertake any obligation to consider whether the information or content provided to or by TAG for the purpose of AI Features is either sufficient, up to date or appropriate for any particular or actual circumstances or purpose. The Client acknowledges and agrees that the Output is provided for reference only and is not intended, nor should it be used, as a substitute for professional advice or judgement or to provide marketing, business, and creative advice with respect to particular circumstances.
2.7 TAG shall have no liability or obligation in respect of (and shall not be obliged to defend) any claim which arises in whole or in part from: any modification of Tag’s Content Engine (or any part) without TAG’s express written approval; any Non-TAG Applications; any AI Feature; any Client Data; any free or trial Services (or any Support Services provided in connection with them); any breach of this Licence by the Client; installation or use of the Services (or any part) otherwise than in accordance with this Licence and the Documentation; or installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by TAG.
3. Support and Availability
3.1. During the Pilot Term, Tag’s Content Engine is available to you as is, and without warranties. We will use commercially reasonable efforts to make Tag’s Content Engine available 99.5% of the time, excluding: (a) planned downtime; and(b) unscheduled downtime caused by: (i) force majeure; (ii) Your failure to use Tag’s Content Engine in accordance with the Documentation.
3.2. Support Services as detailed in the Documentation, shall be available for the duration of the Pilot.
3.3. We will use reasonable endeavours to notify You in advance of scheduled maintenance, but You acknowledge that You may receive no advance notification for downtime caused by force majeure or for other emergency maintenance.
3.4. We will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client Data.
3.5.Any delay in Our performance of any services under the Pilot, caused by conditions beyond Our reasonable control is not a breach of the Licence. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
4. Changes to Services
4.1. You acknowledge that We are entitled to modify the Documentation or the features and functionality of Tag’s Content Engine. We will use reasonable endeavours to ensure that modifications do not materially adversely affect Your use of Tag’s Content Engine.
4.2. We may, without limitation to the generality of this clause 4.2, establish new limits on use of Tag’s Content Engine (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, and as part of the Pilot. We will comply with Our related obligations in the DPS.
4.3. We may create analyses utilising, in part, Client Data and information derived from Your use of Tag’s Content Engine as set out below ("Analyses"). Analyses will anonymise and aggregate information and will be treated as TAG Materials. Unless otherwise agreed, personal data contained in Client Data is only used to provide Tag’s Content Engine and the Services. Analyses may be used for the following purposes:(a) product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new TAG products and services, (b) improving resource allocation and support, (c) internal demand planning, (d) training and developing machine learning algorithms, (e) improving product performance, (f) verification security and data integrity, (g) identification of industry trends and developments, creation of indices and anonymous benchmarking.
5. Client Data
5.1. You are responsible for the accuracy, quality and legality of Client Data, the means by which You acquired Client Data, and Your use of Client Data with Tag’s Content Engine. You grant Us (and our Affiliates and subcontractors) a non-exclusive right to process Client Data solely to provide and support Tag’s Content Engine.
5.2. The parties shall enter into a separate Data Processing Schedule ("DPS") which will be incorporated by reference and shall apply to the extent Client Data includes personal data, as defined in the DPS.
5.3. You will maintain reasonable security standards for Your Authorised Users' use of Tag’s Content Engine. You will not conduct or authorise penetration tests of Tag’s Content Engine without advance written approval from TAG.
5.4. Access to Client Data:
(a) During the Pilot Term, You can access Client Data at any time. You are free to export and retrieve Client Data in a standard format. Export and retrieval may be subject to technical limitations, in which case the parties will find a reasonable method to enable You to access Client Data.
(b) Before the Pilot Term expires, You may use TAG's self-service export tools (as available) to perform a final export of Client Data from Tag’s Content Engine.
(c) At the end of the Licence, We will delete the Client Data remaining on service hosting Tag’s Content Engine unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Licence.
(d) In the event of third-party legal proceedings relating to the Client Data, We will cooperate with You and comply with applicable law (both at Your expense) with respect to handling of the Client Data.
6. Confidentiality
6.1. Except to the extent set out in this clause 6 or where disclosure is expressly permitted elsewhere in this Licence, each party agrees to keep confidential, both during the Pilot Term and thereafter, all Confidential Information of the other and not disclose the other party's Confidential Information to any other person without the owner's prior written consent.
6.2. Clause 6.1 shall not apply to the extent that such information is: (a) already known to or in possession of the receiving party prior to its disclosure; (b) publicly available at the time of its disclosure or becomes publicly available through no wrongful act of the receiving party; (c) rightfully received from a third party without obligation of confidentiality; or (d) independently developed by the non-owning party without breach of this Licence or access to the applicable Confidential Information of the other party.
6.3. Each party may disclose the other party's Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party's Confidential Information in order to exercise the disclosing party's rights or perform its obligations under this Licence provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 6 as if it were a party.
7. Intellectual Property Rights
7.1. TAG Ownership: TAG, its Affiliates or licensors own all intellectual property rights in and related to Tag’s Content Engine, including AI Features, AI Models, TAG Materials, Documentation, design contributions, related knowledge and processes, and any derivative works of them. All rights not expressly granted to You are reserved to TAG, its Affiliates and its licensors.
7.2. You retain all rights in and related to the Client Data. We may use trademarks provided by You solely to provide and support Tag’s Content Engine.
7.3. You grant Us (and our Affiliates and applicable subcontractors) a worldwide, limited-term licence to host, copy, use, transmit and display any Non-TAG Applications and program code created by or for You using Tag’s Content Engine to provide and ensure proper operation of Tag’s Content Engine and associated systems in accordance with the Licence. If You choose to use a Non-TAG Application with Tag’s Content Engine, You grant Us permission to allow the Non-TAG Application and its provider to access Client Data and information about Your usage of the Non-TAG Application as appropriate for the interoperation of that Non-TAG Application with Tag’s Content Engine. Subject to the limited licences granted in this Clause, We acquire no right, title or interest from You or Your licensors under the Licence in or to any Client Data, Non-TAG Application or such program code.
7.4. You grant Us a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free licence, with a right to sub-licence, to use, publish, disclose, perform, copy, make, have made, modify, create derivative works, distribute, sell, offer for sale or otherwise benefit from any input comments, or suggestions from You regarding TAG's business or Tag’s Content Engine and/or possible creation, modification, correction, improvement or enhancement of Tag’s Content Engine.
7.5. You covenant, on behalf of Yourself and Your successors and assigns, not to assert against TAG, its Affiliates or licensors, any rights or any claims of any rights, in Tag’s Content Engine, TAG Materials, or Documentation.
7.6. A breach of this clause 7 may cause substantial and irreparable damage. If either party breaches or threatens to breach this clause, the non-breaching party will have the right to seek injunctive and equitable relief in addition to any other remedies available to it.
8. Limitation of Liability
8.1. Neither party will exclude or limit its liability for damages resulting from: (a) fraud or fraudulent misrepresentation; (b) death or bodily injury arising from either party's negligence or wilful misconduct; (c) or any liability that cannot be excluded or limited by applicable law.
8.2. Subject to clauses 8.1 and 8.3, and regardless of the basis of liability (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, breach of warranty, claims by third parties arising from any breach of the Licence), the maximum aggregate liability of either party (or its Affiliates) arising out of the Licence to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid in connection with this Licence, or £1,000 whichever is lower.
8.3. Subject to clause 8.1: (a) Regardless of the basis of liability (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, breach of warranty, claims by third parties arising from an breach of the Licence), under no circumstances shall either party (or their respective Affiliates) be liable to the other party or any third-party for any loss or damage (whether or not the other party had been advised of the possibility of such loss or damage) in any amount, to the extent that such loss or damage is: (i) consequential, indirect, exemplary, special or punitive; or (ii) for any loss of profits, loss of business, loss of business opportunity, loss of goodwill, loss resulting from work stoppage, or loss of revenue or anticipated savings, whether any such loss or damage is direct or indirect.
9. Term and Termination
9.1. The Pilot Term is as stated in the Order Form. Either party may terminate the Licence: (a) Upon seven days' written notice of the other party's material breach unless the breach is cured during that seven day period; (b) As permitted under clauses 4.3 (with termination effective thirty days after receipt of notice in each of these cases); or (c) Immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
9.2. Upon the effective date of expiration or termination of the Licence: (a) Your right to use Tag’s Content Engine and all TAG Confidential Information will end; (b) Confidential Information of the disclosing party will be returned promptly or destroyed.
9.3. Other than upon termination by Us for material breach by the You, in the event of termination or expiry of this Licence You shall continue to have the right to access Tag’s Content Engine provided under this Licence for a period of three months following the expiry or termination of the Licence solely for the purposes of extraction of Client Data. Clauses 1, 5, 6, 7, 8 and 10 will survive expiration or termination of the Licence.
10. Severability
10.1. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Licence.
11. Entire Agreement
11.1. The Licence constitutes the entire agreement between the parties governing the use of Tag’s Content Engine and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter (i.e. Client’s use of Tag’s Content Engine).
11.2. Each party acknowledges that in entering into the Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Licence.
11.3. Except as permitted under clause 4, the Licence may only be modified in writing signed by both parties.
12. Assignment
12.1. You will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under the Licence without Our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with Our rights or obligations under the Licence.
13. Governing Law
13.1. The Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the country in which the TAG entity identified in the Order Form is organized or registered.
14. Jurisdiction
14.1. The parties irrevocably agree that any dispute or claim arising from or related to this Licence, including non-contractual matters, shall be subject to the exclusive jurisdiction of the courts in the country where the TAG entity identified in the Order Form is organized or registered. Each party waives any right to object or bring proceedings in any other jurisdiction.