By accessing and using our services, you agree to comply with and be bound by the following terms and conditions. Please read them carefully.
Introduction
Last modified: March 1, 2024
This is an agreement between you and Collabreate, Inc. ("we," "us," "Collabreate" or "our"). By clicking on the button accepting these Terms of Service set forth below (as amended from time to time, the "Terms of Service"), by visiting our website, www.collabreate.co (the "Website"), downloading and installing our mobile application(s) (the "App"), or by using the Platform (as defined below), you acknowledge that you are a user of the Platform for commercial purposes ("Client" or "Sponsor"), and in either instance you have the authority to enter this agreement and that you have read it, understand it and agree to be bound by its terms and conditions.
Platform and Services
Collabreate provides an online marketplace (the "Platform") for the production of advertising and advertising campaign management services (the "Services") to help brands, advertisers, and marketing agencies create and run a sponsored marketing campaign (a "Campaign") by connecting and collaborating with social media celebrities, influencers, and creators ("Creators") to create content for marketing campaigns.
Subject to Client's compliance with the terms and conditions of these Terms of Service (including signing up for an account and complying with the code of conduct set out below), Collabreate will make the Platform available to Client on the terms and conditions set out in these Terms of Service.
Collabreate may, from time to time and at Collabreate's discretion without limiting any of Collabreate's other rights or remedies at law or in equity under these Terms of Service: (i) suspend Client's access to or use of the Platform; or (ii) make any modifications to the Platform.
Technical Support and Service Levels
Collabreate will provide Client with technical support for the Platform: (i) via email at team@collabreate.co, Monday to Friday from 9:00 AM to 5:00 PM SGT; and (ii) via Collabreate's knowledge base and documentation available online. Collabreate will use its commercially reasonable efforts to respond to all technical support requests from Client within 24 hours from the time the request is received.
Collabreate will use commercially reasonable efforts to achieve 99% Platform uptime and will use commercially reasonable efforts to provide notice at least 48 hours in advance for scheduled maintenance within normal business hours.
Campaign Terms
Campaign products. Sponsors may send products to Creators as part of sponsored campaigns. Sponsors, however, send such products at their own risk. Collabreate does not guarantee that products will be received by a Creator, nor does Collabreate guarantee that receiving a product will guarantee a Creator shall agree to produce Content for the Sponsor. Collabreate makes every reasonable effort to hold each Creator accountable to campaign commitments, but in the rare instance that a Creator has been sent product, but in the end does not create any Content for the Sponsor, Collabreate shall not be liable to the Client for the value of the product.
If a Sponsor sends a product to a Creator for use in connection with content creation for a Sponsor's campaign, and the Creator fails to deliver the content after the agreed upon deadline has passed and every effort has been made by Collabreate's managers to solicit the content from the Creator, then the Sponsor reserves the right to charge the Creator for the product by sending an invoice to the Creator's provided address.
Content Revision. Sponsor shall be entitled to up to three (3) revisions of the content produced by the Creator(s) for a Campaign (including by providing feedback on how the content should be adjusted), provided such revisions are within the scope of the original campaign brief. Sponsor shall not be entitled to request revisions which are outside the scope of the original campaign brief, without additional compensation to the Creator(s).
Account and Subscription
If Sponsor is an individual, Sponsor must be over the age of majority in Sponsor's jurisdiction of residence who can form legally binding contracts to register for an account on the Platform ("Account") and to be accepted by Collabreate as a member ("Member") of the Platform. Sponsor is solely responsible for ensuring that the use of the Platform and Services in accordance with these Terms of Service in Sponsor's jurisdiction of residence is permitted by law or regulation.
The term of these Terms of Service will commence upon the Effective Date and will continue until Sponsor's Account is closed either by Sponsor or by Collabreate at Collabreate's sole discretion.
Sponsor agrees to provide current, complete and accurate information and to promptly update all account information to keep Sponsor's Account current, complete and accurate. Sponsor may change or update Sponsor's Account information at any time.
Sponsor is responsible for maintaining the confidentiality of Sponsor's user ID and password and Collabreate strongly recommends that Sponsor does not disclose Sponsor's user ID or password to anyone.
Member Conduct
Sponsor must use Sponsor's Account in a responsible manner and respect Members' privacy. Sponsor will not access or use the Platform or Services to:
• sub-license, sell, rent, lend, lease or distribute the Platform or any intellectual property rights therein
• permit timesharing, service bureau use or commercial exploitation of the Services
• violate any applicable law or intellectual property right
• threaten the security or functionality of the Platform
• attempt to reverse engineer, de-compile or disassemble the Platform
• access or use the Platform for the purpose of building a similar or competitive product or service
• promote or engage in any unlawful or illegal activities or internet abuse
• make any false representation, including creation of a false identity, impersonation of any person or entity
• communicate with any Creator by any medium other than the Platform itself
Intellectual Property and Rights
Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names, logos, trade dress, patents, copyrighted or copyrightable materials and other information contained in or made available through the Platform and Services are proprietary to Collabreate, its affiliates and/or third party licensors.
All right, title and interest, including without limitation, all intellectual property rights in, and to any Campaign Content, including all photographs, images, videos, audio, works of art, original writing, drawings, derivatives, compositions, creations and inventions developed by Creator will be owned exclusively by Creator, unless otherwise agreed to with Collabreate pursuant to a Campaign Brief.
Sponsor hereby grants a non-exclusive, fully-paid up, royalty-free, perpetual, sublicensable worldwide license and irrevocable right for Collabreate to create, and to collaborate and permit Creator to create, Campaign Content using any intellectual property described in a Campaign Brief entered into by Sponsor.
Fees and Payment
In consideration of the Services and access to the Platform to be provided by Collabreate, Sponsor agrees to pay to Collabreate the subscription fees ("Subscription Fees"), the Creator fees ("Creator Fees") and any other fees as may be provided under Sponsor's Account or any applicable Campaign Brief.
Collabreate reserves the right to change Subscription Fees or other applicable fees and institute new charges upon reasonable notice to Sponsor.
If Sponsor believes Collabreate has charged or invoiced Sponsor incorrectly, Sponsor must contact Collabreate no later than 30 days after having been charged by Collabreate or receiving such invoice.
Sponsor may not withhold or setoff any amounts due under these Terms of Service. Any late payment will be increased by the costs of collection and will incur interest at the rate of two percent (2%) compounded monthly (26.82% annually).
Privacy and Confidentiality
Sponsor understands that information about an identifiable individual or information that is subject to applicable privacy or data protection laws ("Personal Information") will be treated in accordance with Collabreate's privacy policy.
Sponsor and Collabreate will maintain the confidentiality of all confidential information disclosed by each party to the other, including details in connection with or as a result of entering into these Terms of Service or any Campaign Brief, including information concerning the other party's past, present or future customers, suppliers, technology or business, marketing and consumer research, market potential information, consumer data, clinical data, formulas, product applications, potential consumer use information, operating plans, financial data, business and/or marketing plans, forecasts, designs, prototypes, concepts, trade secrets, software, know-how, formulae, and product specifications.
Warranties and Disclaimers
Sponsor represents and warrants that: (i) Sponsor has the authority and right to enter into these Terms of Service and any Campaign Brief and has obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder; and (ii) Sponsor will comply with all applicable laws, by-laws, rules, regulations and guidelines.
SPONSOR'S USE OF THE PLATFORM AND THE SERVICES IS ENTIRELY AT SPONSOR'S OWN RISK. COLLABREATE DOES NOT CONTROL THE CONTENT OF POSTINGS BY ITS MEMBERS. THE PLATFORM, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN "AS IS" AND "WHERE IS" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLLABREATE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY REGARDING THE PLATFORM, THE SERVICES, THE CAMPAIGNS, AND RELATED MATERIALS.
Limitation of Liability and Indemnification
TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF COLLABREATE AND ITS AFFILIATES, AND SPONSOR'S EXCLUSIVE REMEDY, FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE PLATFORM AND THE SERVICES WILL BE LIMITED TO THE FEES PAID BY SPONSOR FOR THE PLATFORM AND SERVICES IN THE PRECEDING SIX MONTHS.
Collabreate agrees to indemnify and hold harmless Sponsor from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities arising from or relating to any claim by a third party that arise from or relate to any allegation that Collabreate's Platform or Services infringe any third-party intellectual property right.
Sponsor agrees to indemnify and hold harmless Collabreate from and against any and all losses arising from or relating to: (i) Sponsor's use of the Platform and Services, (ii) any representation or misrepresentation by Sponsor, (iii) Sponsor's completion or failure to complete a Campaign, (iv) any liability arising from the tax treatment of payments, (v) Sponsor's dispute of or failure to pay any amounts owing, (vi) Sponsor's liability arising from violation of any law, and (vii) any violation by Sponsor of these Terms of Service.
General Provisions
These Terms of Service are governed by the laws of Singapore applicable therein without regard to the principles of conflict of laws.
Collabreate reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and Services with or without notice. Collabreate reserves the right to change these Terms of Service at any time.
Any controversy, claim or dispute arising out of, relating to, or in respect of these Terms of Service will be handled according to dispute resolution provisions. Most concerns may be quickly resolved by contacting Collabreate via email at team@collabreate.co.
If Sponsor and Collabreate do not reach an agreed upon solution within a period of 30 days, then the Dispute will be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of the Singapore International Arbitration Centre ("SIAC").
These Terms of Service represent the entire agreement between Sponsor and Collabreate and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by both Sponsor and Collabreate.
