- (a) the Kobe website https://www.getkobe.com (the “Website”);
- (b) the Kobe Influencer Management System https://app.getkobe.com/ (the “IMS”) facilitating the matching of persons offering to create promotional online media content (each, a “Content Creator”) and Clients (as defined below), and
- (c) all other services provided by Kobe, as described on the Website (collectively, the “IMS”).
The IMS is provided solely (the “Permitted Use”) to:
- (a) assist in matching you to various types of Campaign opportunities and Clients available on the IMS;
- (b) enable to respond to any Campaign opportunities;
- (c) post reviews of Clients;
- (d) facilitate communication with Clients with the objective of entering into a Campaign Agreement; and
- (e) facilitate the transmission of payments from the Clients to you under a Campaign Agreement (“IMS Services”).
Kobe reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Clients, Clients Profiles, types of Campaigns, and reviews of Campaigns and Clients) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.
2. Use of the IMS
As a condition of your use of the IMS, you warrant that:
- (a) you have reached the age of majority in your jurisdiction of residence;
- (b) you possess the legal authority to create a binding legal obligation;
- (d) all information supplied by you on the IMS is true, accurate, current and complete.
3. License Grants
- (a) you load, transmit to or enter into the IMS, or
- (b) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of:
- (a) providing the IMS Services;
- (b) complying with applicable law; and
- (c) Kobe’s reasonable audit and data retention policies.
4. User Account
You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the IMS. Kobe reserves the right to disable any User Account issued to you at any time in Kobe’s sole discretion. If Kobe disables access to a User Account issued to you, you may be prevented from accessing Kobe, your account details or any Campaigns that are associated with your account.
5. Term and Termination.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
6. Campaign Agreements with the Clients.
Kobe offers advertising assignments related to Campaigns to its Content Creators through the IMS or direct email (an assignment is a “Campaign” and each offer for a Campaign is a “Campaign Agreement”).
For example, the Campaign Agreement may contain
(a) a description of the services you will provide to the Clients;
(b) payment terms; and
(c) any other terms and conditions as communicated between you and Kobe or you and Client through the IMS or otherwise.
You further understand and agree that any content submitted through the IMS pursuant to a Campaign Agreement and accepted by a Client shall remain publicly accessible through your social media account(s) (as specified in the Campaign Agreement) for a minimum of six (6) months, or such greater term as specified in the Campaign Agreement.
7. Content Creators-Created Intellectual Property.
8. License to Client Content.
Kobe obtains a license from each Client to use certain intellectual property related to the Campaign. For any campaign you accept you are also granted by the Client a limited, non- exclusive, royalty-free, non-transferable and non-sublicensable, worldwide license during the term of the Campaign to use, solely in connection with the Campaign:
- (a) Client’s trademarks that are reasonably associated with the subject matter of the Campaign;
- (b) Client’s domain names, website addresses, websites and URL’s; and
- (c) any trademarks created by Kobe or by you on Client’s behalf as part of the Campaign.
In addition, Client grants to Kobe and you a perpetual, non-exclusive, royalty-free, non-transferable and non-sublicensable worldwide license to use the content solely for use on materials promoting Kobe’s services and on social media or blog accounts owned by Kobe or you that created such content.
Client grants no other right or license to any of its intellectual property to Kobe or you by implication, estoppel or otherwise.
You hereby acknowledge that Client owns all right, title and interest in, to and under the Client’s trademarks and that you shall not acquire any proprietary rights therein.
Any use by Kobe or you of any of Client’s trademarks and all goodwill associated therewith shall inure to the benefit of Client.
The Campaign Agreement may set out specific Client-owned intellectual property you may use in performing the Campaign and/or have further limitations on how such Client-owned intellectual property may be used in performing the Campaign.
If there are any contradicting terms between this Agreement and the Campaign Agreement, the terms of the Campaign Agreement will govern.
9. Rules of Conduct.
- (a) You have read and understood supporting campaign details that accompany this brief.
- (b) You will not liaise with the Client, Brand or the PR company, production company or any other agency involved in this campaign directly without consulting Kobe Global Technologies Pte Ltd for the duration of this campaign, and for the three months directly following job completion. If the Brand contacts you in this period for this campaign, you are under obligation to refer the Client to Kobe Global Technologies Pte Ltd
- (c) You understand that the rate for this campaign is agreed upon before the commencement of the job and cannot be negotiated in any terms once the job is completed.
- (d).You understand that the campaign brief and requirements may change and you are to provide updated availability and/or rates as required.
- (e) Once you have received confirmation of the brief, you will submit all drafts in a timely manner and according to the requested guidelines from the Client. you will ensure the post goes live by the date of deadline and understand if this is not met, or the Client has any complaints about my performance, you may forfeit your payout or be deducted a penalty by the Client.
- (f) You understand that any cancellations that is less than 3 working days in advance will result in a compensation of 30% cancellation charge. If an extension is required for draft delivery, you will notify Kobe 48 hours prior to the draft submission date.
- (g) You agree that any content submitted to Kobe pursuant to a Campaign Agreement and accepted by a Client shall remain publicly accessible through your social media account(s) for a minimum of six (6) months, or such greater term as specified in the Campaign Agreement
(a) Your social media posts related to a Campaign will comply with the specifications set forth in the Campaign Agreement and any subsequent directions from Kobe regarding the Campaign;
(b) You will not post anything on any social media account or on any other platform or media to disparage either Kobe or any Client you are currently or have performed a Campaign for;
(c) Your post-engagement rate will be captured after seven days just before your aforementioned pay-out is processed, should your post engagement rate deviates significantly from your usual posts, pay-out could reduce, or be forfeited;
(d) Any post you make on a social media account will not contain any content that contains any misstatements of law, falsehood, obscenity, severe profanity, or is unlawful, obscene, defamatory, libellous, threatening, pornographic, bullying, 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;
(e) Ensure the credibility of your account and followers, follower trend will be studied, any sudden spikes or reductions will be investigated; and
(f) You will comply with the requirements of the Disclosure section below and any related disclosure requirements of the Campaign.
The Advertising Standards Authority of Singapore requires any party that makes public written statements regarding a person, company, or product and that receives consideration of any type from that person, company, or product to properly disclose such relationship in such post.
This means you are required to include the required hashtags in Campaign Agreement or other indication of the relationship between you and Client in your Campaign Agreement social media posts. The disclosure requirements for each Campaign will be set forth in the Campaign Agreement and/or additional materials provided on the Campaign. You hereby agree to comply with these disclosure requirements and acknowledge that you will be solely responsible for any failure to comply with the disclosure requirements.
11. Payment Schedule and Terms.
- (a) Fees. Content Creator shall be paid in accordance with the “Rate Card” as hosted on the IMS, and specific to each Content Creator, dependent upon the number of and type of Advertisers with which Content Creator is participating.
- (b) Payments – Kobe shall pay fees by bank transfer between seven (7) and forty-five (45) days after submission of payout with post statistics and live links on https://app.getkobe.com/. Content Creator must provide all applicable personal and bank account information after receiving the live URL link of your posting upon approval by the client.
- (c) Penalty fee – It is the responsibility of the Content Creator to ensure that all personal and bank account information provided is accurate for payment purposes. Otherwise, a deduction of $5 will be made from the amount reflected on the Rate Card should there be a request for payment re-issuance due to wrong information provided by the Content Creator.
- (d) Forfeiture. Payment will be forfeited should there be any infringement of rules given in the Campaign Agreement, through e-mails, and on the IMS.
- (e) You agree to follow IRAS guidelines on tax filing matters, income received from posting as well as the value of items receive. You are responsible for your own declaration for the purpose of income filing. More details here: https://www.iras.gov.sg/irashome/uploadedFiles/IRASHome/Businesses/Social%20Media%20Influencer.pdf.
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the IMS, are owned or licensed by Kobe and are protected by copyright, trade-mark and other intellectual property laws.
Please note that Clients may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Kobe that you have familiarized yourself and agree with those privacy policies or statements imposed by any Clients, with whom you elect to deal through the IMS.
14. No Unlawful or Prohibited Use
You shall not, without Kobe’s prior written permission, use the IMS and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
(a) “frame”, “mirror” or otherwise incorporate the IMS or the Content or any part thereof on any commercial or non-commercial website;
(b) access, monitor or copy any part of the IMS or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our expressed written permission;
(c) violate the restrictions in any robot exclusion headers on the Content or the IMS or bypass or circumvent other measures employed to prevent or limit access to the IMS;
(d) take any action that imposes, or may impose, in Kobe’s discretion, an unreasonable or disproportionately large load on the IMS;
(e) deep-link to any portion of the IMS for any purpose;
(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the IMS or the Content;
(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the IMS or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the IMS or a Campaign
(h) use the IMS or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein;
(i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the IMS;
(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the IMS or the Content;
(k) create derivative works based on the IMS or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the IMS or the Content;
(l) use of access the IMS in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or
(m) upload to or transmit through the IMS any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations, in each case as determined by Kobe in its sole discretion,
(n) post, upload, publish, submit or transmit any Content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(vii) promotes illegal or harmful activities or substances.
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the IMS. You acknowledge that Kobe may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
15. Third-Party Websites
The IMS may provide links to third-party websites. Kobe does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Kobe’s control, and if you choose to access any such web site, you do so entirely at your own risk.
Kobe may enable you to link your User Account with a valid account on a third party social networking, email or content service such as Facebook, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing Kobe to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Kobe and/or grant Kobe access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Kobe to pay any fees or making Kobe subject to any usage limitations imposed by such third-party service providers.
By granting Kobe access to any Third-Party Accounts, you understand that Kobe may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible (“Content”) that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Kobe IMS via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the Kobe IMS. You hereby authorize Kobe to retrieve information from, and submit information to, such Third Party Services at your request; and to provide Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or Kobe’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the Kobe Materials. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not actually store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.
16. Relationship with Third-Party Services.
Please note that your relationship with the third-party service providers associated with your third-party accounts is governed solely by your agreement(s) with such third-party service providers, and Kobe disclaims any liability for personally identifiable information that may be provided to it by such third-party service providers in violation of the privacy settings that you have set in such third-party accounts. Kobe makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Kobe is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.
We may hire other companies to perform certain business-related functions such as processing payments on our behalf. Our payment processing partner may request that you provide certain personal data (e.g., a valid government-issued ID, your legal name, address, and data of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.
The downloading and viewing of Content is done at your own risk. Kobe cannot and does not guarantee or warrant that the IMS or the Content is compatible with your computer system or that the IMS or the Content, or any links from the IMS or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the IMS.
18. Communications Not Confidential
Kobe does not guarantee the confidentiality of any communications made by you through the IMS. Although Kobe generally adheres to the accepted industry practices in securing the transmission of data to, from and through the IMS, you understand, agree and acknowledge that Kobe cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the IMS or any Campaigns.
19. Disclaimer and Limitation of Liability
The IMS and the content are provided “as is” without warranty or condition of any kind use of the IMS or the content is at your own risk. Kobe does not make any representations, warranties or conditions about the quality, accuracy, reliability, completeness, currency, or timeliness of the IMS or the content. The IMS and the content may include errors, omissions and inaccuracies, including, without limitation, pricing errors. Kobe does not assume any responsibility for any errors, omissions or inaccuracies in the IMS or the content. In addition, Kobe expressly reserves the right to correct any pricing errors on the IMS.
Business and campaign reviews displayed on the site are intended as only general guidelines, and Kobe does not guarantee the accuracy of the reviews. Kobe makes no guarantees about the availability of specific businesses, campaigns or types of campaigns.
To the fullest extent permitted by law, Kobe disclaims all warranties, representations and conditions of any kind with respect to the IMS and the content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the IMS or the content are or will be error-free or will operate without interruption. In no event will Kobe be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not Kobe is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the IMS or the content or any campaign agreement.
Businesses engaging your services through the IMS are independent organizations and not contractors, agents or employees of Kobe. Kobe is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any businesses or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever related to any campaigns or campaign agreements.
The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
20. Limitations Period.
You and Kobe agree that any cause of action arising out of or related to these terms, the Kobe website, the services or the campaigns must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
23. Confidentiality Restrictions on Use and Disclosure.
Each party, as a Content Creator (“Receiving Party”), represents, warrants and agrees with the other that: 1. it will not copy or reproduce any of Kobe or Client’s (“Disclosing Party”) Confidential Information without the consent of Disclosing Party for a period of two (2) years following receipt of such Confidential Information; 2. it will not disclose any of the Disclosing Party’s Confidential Information to any third party, other than to those employees, attorneys, accountants and other advisors of the Receiving Party and its subsidiaries (“Agents”) who have a need to know such Confidential Information for purposes of this Agreement, without the consent of the Disclosing Party for a period of two (2) years following receipt of such Confidential Information; 3. in fulfilling its obligations under clauses (a) and (b) above, it will use the same care and discretion to avoid disclosure, publication, or dissemination of Confidential Information of the Disclosing Party as the Receiving Party employs with respect to similar information of its own that it does not desire to publish, disclose or disseminate, but in no case less than reasonable care; 4. it will inform any Agents to whom it discloses Confidential Information of the confidentiality provisions of this Agreement and obtain a written agreement from such Agents to abide by such provisions, except where such obligation already exists by reason of a prior agreement or relationship; 5. it will not make any public statement or comment on the existence or provisions of this Agreement, or the existence or content of the Discussions, without the prior written consent of the other party, except as may be required in the reasonable opinion of its legal counsel; 6. it will not use any Confidential Information of the other party except for the sole purpose of participating in the Discussions; and 7. it will immediately return or destroy all or any part of the Disclosing Party’s Confidential Information as requested by the Disclosing Party at any time during the term of this Agreement and at the termination or expiration of this Agreement.
24. Disclosure Pursuant to Court or Governmental Order.
Notwithstanding the provisions above, a Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a request or order made pursuant to applicable law, regulation or legal process, provided that (1) the Receiving Party gives the Disclosing Party prompt notice of such request or order so that the Disclosing Party has ample opportunity to seek a protective order, confidential treatment, or other appropriate remedy to such request or order, (2) the Receiving Party provides the Disclosing Party with all reasonable assistance (at the Disclosing Party’s expense) in opposing such required disclosure or seeking a protective order or confidential treatment for all or part of such Confidential Information, and (3) the Receiving Party discloses only such portion of the Confidential Information as is either permitted by the Disclosing Party or required by the court, tribunal, governmental agency or other authority, subject to any protective order or confidential treatment obtained by the Disclosing Party.
25. Equitable Relief.
Each party acknowledges and agrees that the Confidential Information of the other is deemed by the Disclosing Party to constitute valuable trade secrets of the Disclosing Party, and that any unauthorized reproduction and/or disclosure of such information by the Receiving Party may cause the Disclosing Party irreparable harm for which its remedies at law may be inadequate. Each party hereby agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent the breach or threatened breach of the Receiving Party’s obligations hereunder.
No Impairment. Each party will be free to use, develop or market technologies, ideas or products similar to those of the other so long as such use, development or marketing does not infringe on the trade secret, copyright, trademark, patent rights or other intellectual property rights of the other and abides by the other restrictions of this Agreement.
26. No Representations.
Although each party will use reasonable efforts to ensure the accuracy of Confidential Information disclosed to the other, neither party makes any representation or warranty as to the accuracy or completeness of such Confidential Information. Neither party will have any liability to the other under this Agreement for the accuracy or completeness of Confidential Information.
Questions and Comments.
If you have any questions regarding this Agreement, a Campaign, or your use of the IMS
Please contact us here at LEGAL@GETKOBE.COM
Kobe Global Technologies Pte Ltd
51 Goldhill Plaza #14-01 Singapore 308900