7. Any costs associated with downloading, installing, accessing and using this Application, Campaign Manager, or any other element of the Partipost Platform remain your responsibility and are dependent on the service provider used. 8. Partipost makes no representation that the Partipost Platform (or any element of the Partipost Platform) is appropriate or available for use in all locations.
9. If you are the driver of a vehicle (or other form of transport), you must not use the Partipost Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the Partipost Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the Partipost Platform. In the interests of safety at all other times, Partipost recommends that you only use the Partipost Platform when it is lawful and safe to do so.
10. The Partipost Platform allows Brands to create and/or manage Partiposter Marketing Campaigns via Partipost’s Campaign Manager, which are then shared with Partiposters via the Application. Partiposters using the Application can respond to a Campaign by creating a Post or Paid Content and submitting it to the relevant Brand for approval. Partiposters earn compensation when in relation to Partiposter Marketing Campaigns, a Brand approves a Post and the Post is published to the Partiposter’s Community via his or her Channels, as selected.
12. Brands may share, comment, re-post and/or repurpose Content from the Campaign up to one year from the date that the Post was first published.
15. In no event will Partipost be liable for any loss of business, profits or goodwill or anticipated savings or any indirect, special or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort or otherwise.
16. Partiposters and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the Partipost Platform. Without limiting any other rights or remedies available to Partipost, any attempt to circumvent the Partipost Platform may result in the termination of the user’s account from the Partipost Platform at Partipost’s sole discretion.
17. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Partipost Platform to a human perceivable form; distribute or republish any element of the Partipost Platform in any way; resell, rent, lease or lend any element of the Partipost Platform; defeat, disable or circumvent any security feature of the Partipost Platform; or transfer any element of the Partipost Platform to any third party.
18. The Partipost Platform is designed for use by people aged 16 years and over. Users under the age of 16 years may only use the Partipost Platform if they are above 13 years with the consent of a parent or legal guardian. To use the Partipost Platform, you must be eligible to use the social media platforms (under the relevant platforms’ prevailing terms and conditions) upon which you intend to publish Posts. Any user shall be deemed to be with age of 16 years or older, or over the age of 13 years with the written consent of a parent or legal guardian.
19. Any user shall be deemed to be in compliance with all social media platforms’ terms and conditions at all times and Partipost will not be responsible for any form of claims, losses, damages, suits of every kind and nature.
20. You are solely responsible for your interactions with other users of the Partipost Platform. You agree that Partipost is not responsible for the conduct of any user.
21. You must not engage in crawling, scraping, caching or otherwise accessing any content on the Partipost Platform via automated means, except with Partipost’s written consent.
24. The Partipost Platform may contain links to other sites not maintained by Partipost (“Linked Sites”). Partipost is not responsible for the content of any Linked Sites, whether or not Partipost is affiliated with the Linked Sites. Partipost does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites. To the extent that these Linked Sites collect personal information or contributions from you, Partipost shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for your convenience only and you agree to access them at your own risk.
25. The Partipost Platform may also utilise social media platforms or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform’s prevailing terms and conditions of use. By using any social media platforms or features on the Partipost Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the Partipost Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Partipost Platform. The Partipost Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
27. Partipost reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of Partipost is final and no correspondence will be entered into.
28. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Partipost Platform. You may never use another Partiposter’s Account without their permission.
29. You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify Partipost of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify Partipost when you desire to cancel your Account. Partipost will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
31. The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. Partipost reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
32. Users understand that in creating an Account they are providing their information to Partipost and not to any social media platform. Users of the Partipost Platform (whether Partiposters or Brands) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the Partipost Platform agrees to indemnify, defend and forever hold harmless, all social media platforms, the Partipost Platform, affiliated companies and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the Partipost Platform. Any questions, comments or complaints about the Partipost Platform must be directed to Partipost and not to any media or social media platforms. For the purposes of this provision, Partipost contracts on its own behalf and also on behalf of the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms where acts or omissions cause loss or damage to such social media platforms or to Partipost.
(n) “Partipost” means Partipost Pte. Ltd. (Singapore) and all of its subsidiaries whether in Taiwan, Indonesia, and other countries; (o) “Partipost Fee” means the stated fee payable by a Brand to Partipost in respect of an approved Post plus any applicable taxes; (p) “Partipost Platform” means the Application, Campaign Manager and any associated Partipost properties or websites; (q) “Partipost Materials” means the Partipost Platform and any associated materials owned, developed or licensed by Partipost and made available via the Partipost Platform; (r) “Partiposter” means a social media user who registers to use the Application to create and distribute Posts and receive compensation for such Posts through the Partipost Platform; (s) “Partiposter Account” means an account to use the Application; (t) “Partiposter Marketing Campaign” means a Campaign created by a Brand using Campaign Manager to be opened to Partiposters via the Application for the purpose of finding appropriate Partiposters to publish Posts about the Brand; (u) “Partiposter’s Identity” means the name (including username), voice, image, likeness, character and online persona of the Partiposter; (v) “Payment” means payment from Partipost to a Partiposter for a Post or a payment from a Brand to Partipost, as the context requires; (w) “Payout Fee” means the fee a Partiposter nominates as the amount it will charge a Brand to share a Post with the Partiposter’s Community via the nominated Channel; (x) “Post” means a social media post created by an Partiposter to be shared with the Partiposter’s Community via the Partiposter’s Channels; (y) “Rights Licence” means a licence from Partipost to the Brand for particular Posts and/or Paid Content on the terms and conditions stated on the Partipost Platform and selected by the Brand; and (z) “Third Party Material” means any material included in a Post or Paid Content that is owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar.
3. To register an Partiposter Account, Partiposter must download the Application and sign in to the Application with their details. In order to submit a Post via the Application, a Partiposter must fill in the necessary fields such as the usernames of their social media accounts, including but not limited to Instagram account, Twitter account and/or Facebook Page in the manner required.
5. You acknowledge and agree that the relevant Brand, not Partipost, will be solely liable for Payment of the applicable Payout Fee for the approved Post. Partipost merely facilitates such Payment on behalf of the Brand and, while Partipost may remit payment to the Partiposter directly to the bank account provided by Partiposter, under no circumstances does Partipost accept liability for Payment of the Payout Fee. You agree that you will not pursue any actions, legal or otherwise, against Partipost for any non-payment, and that this provision constitutes a bar to any such proceedings.
7. Partiposters should clearly disclose in sponsored Posts their relationship with the Brand. Partipost requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between Partiposter and the Brand. This may be achieved through the use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances. Partipost reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Partiposters in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at Partipost’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the Partipost Platform. 8. Partiposters must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behaviour such as (but not limited to), purchasing followers, likes or engagement. In the event that Partipost suspects (in its sole discretion) that Partiposters are not complying with the requirement for followers to be authentic and organically grown, Partipost reserves the right to withhold any Payment to Partiposters and/or to terminate the account of the Partiposters from the Partipost Platform.
11. You acknowledge and agree that the Brand and Partipost has the right at any time to request that you remove any approved Post from your Channels and that you will comply with such a request immediately upon receipt of notification.
16. As a Partiposter, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, you grant a waiver of all moral rights and performer’s rights in each Post.
19. As a Partiposter, you will at all times perform your obligations and provide Posts to Partipost and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither Partipost nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either Partipost or the Brand, including in respect of annual leave, income tax, or any similar payments or deductions.
22. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the Partipost Platform. Any attempt to circumvent the Partipost Platform may result in the removal of you from the Partipost Platform in Partipost’s sole discretion.
6. Upon payment of the Payout Fees, Partipost Fees and of any additional charges, costs, and expenses to be paid by the Brand to Partipost, Partipost will grant to the Brand a non-exclusive license to use the content of the Post worldwide for up to one year from the date of the publication of the Content on the following terms: (a) the Post must only be used as a whole, in the form and arrangement delivered to the Brand by Partipost; (b) the Brand may share, comment, re-post and/or repurpose the content of the Post; and (c) the Brand must not modify the content of the Post in any way without the prior written consent of Partipost.
9. You must pay all charges in the manner set out in Campaign Manager or as otherwise advised by Partipost in writing from time to time. If no manner for payment is stated, the payment may be made by bank transfer using a provider authorised by Partipost. Partipost reserves the right to charge a surcharge fee, if necessary.
10. Brands and/or Agencies may request that Partipost issue a quotation or invoice for fees and charges expected to be incurred by the Brand or Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
11. Partipost reserves the right to refuse any Invoice request in its sole discretion.
12. Where no terms of payment are stated on a quotation or an invoice or otherwise agreed with Partipost in writing, the following standard payment terms apply: (a) 30 days from date of invoice for approved Brands and Agencies. (b) Should the Brand or Agency cancel the campaign or campaigns at any time after a quotation is signed, the Brand or Agency must immediately pay Partipost a sum equivalent to 100% of the Partipost Fee. (c) All amounts that remain unpaid after their respective due dates will accrue interest at the rate of 2% per month.
13. Where a Brand or Agency is approved to pay by invoice, the Brand or Agency must provide Partipost with a purchase order or insertion order (or similar) approving the fees and charges to be included on the Invoice and including a purchase order or insertion order number. Partipost may, in its sole discretion, accept written confirmation (including via email) approving an invoice in lieu of a purchase order or insertion order being provided.
14. Fees and charges paid to Partipost pursuant to an invoice will be allocated to the relevant Campaign as credit for use in that Campaign (“Credit”).
16. Where Partipost approves a Brand or Agency to pay by Invoice, the Brand or Agency irrevocably authorizes Partipost, its employees, servants and agents to make such enquiries as Partipost deems necessary to investigate the Brand or Agency’s credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers (“Information Sources”), and the Brand or Agency hereby authorizes such Information Sources to disclose to Partipost, its employees, servants and agents, all information requested by Partipost for the purpose of assessing your credit worthiness. Any terms of credit offered by Partipost, including where Partipost approves payment by Invoice, may be varied by Partipost in its sole discretion and advised to you in writing.
17. Agencies using the Partipost Platform acknowledge and agree Partipost is a cost of good and is non-commissionable. No agency rebates will be given, unless otherwise agreed.
18. When you approve a Post, you undertake that you are an authorised user of the account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the bank account details provided are current, correct and complete and that your account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means. Upon receiving your Campaign brief (including your Campaign Budget), Partipost may carry out a standard pre-authorisation check of your nominated account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. The relevant Campaign may not be shared with the Partiposters via the Application until this pre-authorisation check has been completed.
19. If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), you will be liable to pay interest on any amount outstanding on the date the payment becomes due at a rate of two per cent (2%) per month and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Partipost Platform. Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the Partipost Platform or to suspend or terminate any current Campaigns.
20. Brand acknowledges and agrees that it may not offer a product, service or other non-monetary arrangement to a Partiposter as partial or full payment by a Brand for a Partiposter’s Post.
22. You agree that you will not negotiate terms or payment to Partiposters outside the Partipost Platform. Any attempt to circumvent the Partipost Platform may result in the removal of the Brand from the Partipost Platform in Partipost’s sole discretion. Each Post shall have a Payout Fee and Brands and Partiposters may not circumvent the Payout Fee by negotiating or attempting to negotiate multiple Posts for Payout Fees. In the event of such a breach, you agree that you are liable for reasonable charges and penalties at the discretion of Partipost.
23. You must not attempt to instruct, coerce or manipulate Partiposters to hide the commercial relationship between the Brand and the Partiposters. Such attempts may result in Brand being immediately removed from the Partipost Platform.
27. Brand agrees that Partipost is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Partiposters. Brand acknowledges and agrees that Partipost is not responsible or liable for the content of any Post.
28. Brand acknowledges that Partiposters are independent third parties and not directly controlled by Partipost. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that Partipost has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
29. You acknowledge that Partipost has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.