All Users (Brands & Partiposters)

  1. The Partipost Platform is owned and operated by Partipost. Information about how to join and use the Partipost Platform forms part of these Partipost Platform Terms of Use (“Terms of Use”). By using the Partipost Platform, you agree to accept these Terms of Use.

  2. Partipost has created the Partipost Platform to allow Brands and Partiposters to interact, form relationships, buy and sell Content, and create and distribute sponsored Posts through the Partiposter’s Channels (Twitter, Instagram and/or Facebook) subject to compliance with these Terms of Use. In these Terms of Use, Brands and Partiposters are collectively and individually referred to as “users” or “you” as the context requires.

  3. Your access to and use of the Partipost Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the Partipost Platform, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the Partipost Platform.

  4. Partipost may at any time revise these Terms of Use by updating this page. Revisions will take immediate effect and may affect your ability to use the Partipost Platform. Since you are bound by these Terms of Use each time you use the Partipost Platform, you should check these Terms of Use for any revisions each time you use the Partipost Platform and wherever prompted to do so. Your use of the Partipost Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.

  5. Partipost reserves the right to change the Partipost Platform in any way by giving you notice to the email address you have registered with us to you. Even if you have an Account, your ability to access and use the Partipost Platform may be terminated at any time without notice to you. If you do not agree to these Terms of Use, you must immediately exit the Partipost Platform and, if you are using the Application, delete the Application from your device.

  6. 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.

  7. Partipost makes no representation that the Partipost Platform (or any element of the Partipost Platform) is appropriate or available for use in all locations.

  8. 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.

  9. 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:

    1. 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

  10. The relevant Brand is solely responsible for reviewing and approving all Posts that form part of their Campaign and for the payment of the applicable Payout Fee  to Partiposters, nor is Partipost liable in any way for the content of any Post. These Terms of Use shall apply to all transactions conducted through the Partipost Platform.

  11. Content is provided by the relevant Partiposter or Brand, as applicable, and is not moderated, approved or endorsed by Partipost. Accordingly, no Content constitutes a representation by Partipost, nor does Partipost accept any liability for the legality, validity, accuracy or suitability of any content provided by Partiposters and/or Brands. If you have a question or concern about Content, including your rights to reproduce it, you must make your own inquiries to Partipost directly, or if advised by Partipost, by contacting the relevant Partiposter or Brand directly. You agree that Partipost is not responsible for, and does not endorse, any Content posted using the Partipost Platform. Partipost does not have any obligation to pre-moderate, monitor, edit or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.

  12. 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 removal from the Partipost Platform at Partipost’s sole discretion.

  13. 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.

  14. 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 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.

  15. 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.

  16. 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.

  17. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between Partipost and any user.

  18. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferrable licence to access and use the Partipost Platform in the manner anticipated in these Terms of Use. Any costs associated with accessing and using the Partipost Platform generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the Partipost Platform and meets all relevant technical specifications necessary to obtain the benefit of the Partipost Platform.

  19. 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.

  20. The Partipost Platform may also utilise social network 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 applications 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.

  21. In order to use the Partipost Platform, Partiposters must register an account via the Application in the manner required and as set out in these Terms of Use (“Partiposter Account”) and Brands may register via Campaign Manager or be given an account by Partipost in the manner required and as set out in these Terms of Use (“Brand Account”).

  22. 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.

  23. 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’s Account without their permission.

  24. 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.

  25. Partipost retains the right and absolute discretion to terminate your Account and/or access to the Partipost Platform (or any element thereof) if it believes that you are abusing or tampering with the Partipost Platform (or any element thereof) in any way, that you have breached these Terms of Use, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the Partipost Platform (or any element thereof). Partipost’s legal rights to recover damages or other compensation from such an offender are reserved.

  26. 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.

  27. 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 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.

  28. The following terms have the following meanings in these Terms of Use:

    1. “Account” means a Brand Account or an Partiposter Account;

    2. “Agency” means an authorised third party organisation acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;

    3. “Application” means the Partipost mobile app downloadable via the Apple App Store and the Google Play Store;

    4. “Brand” means any person or entity, or its duly authorised agents or representatives, that use the Partipost Platform for the purpose of creating Campaigns;

    5. “Brand Account” means an account to use Campaign Manager

    6. “Brand Fee” means the stated fee payable by a Brand to Partipost in respect of an approved Post plus any applicable taxes;

    7. “Campaign” means an Partiposter Marketing Campaign created by a Brand or Partipost using Campaign Manager to be opened to Partiposters via the Application for the purpose of finding appropriate Partiposters to submit Content to the Brand.

    8. “Campaign Budget” means the sum money a Brand nominates as the sum it is willing to spend during a Campaign;

    9. “Campaign Manager” means the desktop platform for Brands to create/manage Campaigns to be featured on the Application;

    10. “Channels” means the social media channels of an Partiposter, such as Twitter, Facebook or Instagram.

    11. “Community” means an Partiposter’s social media following on its Channels.

    12. “Content” means a Post or any other content or materials uploaded to the Partipost Platform by a Brand or an Partiposter (but excludes any Third Party Material included in a Post or Paid Content that is expressly disclosed to Partipost and the Brand).

    13. “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.

    14. “Partiposter Account” means an account to use the Application.

    15. "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;

    16. “Partiposter’s Identity” means the name, image, likeness, character and online persona of the Partiposter.

    17. “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights.

    18. “Laws” means all applicable laws, codes of practice and guidance relating to Partiposter marketing in Singapore, Taiwan, Indonesia, or any other countries in which Partipost is operating in;

    19. “Payment” means payment from Partipost to an Partiposter for a Post or a payment from a Brand to Partipost, as the context requires;

    20. “Post” means a social media post created by an Partiposter to be shared with the Partiposter’s Community via the Partiposter’s Channels.

    21. “Payout Fee” means the fee an Partiposter nominates as the amount it will charge a Brand to share a Post with the Partiposter’s Community via the nominated Channel.

    22. "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.

    23. "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.

    24. “Partipost” means Partipost Pte. Ltd. (Singapore) and all of its subsidiaries whether in Taiwan, Indonesia, and other countries.

    25. “Partipost Materials” means the Partipost Platform and any associated materials owned, developed or licensed by Partipost and made available via the Partipost Platform;

    26. “Partipost Platform” means the Application, Campaign Manager and any associated Partipost properties or websites.

Partiposters

  1. Any person with age of 16 years or older, or over the age of 13 years with the written consent of a parent or legal guardian, may register a Partiposter Account.

  2. 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 Instagram account, Twitter account and/or Facebook Page in the manner required.

  3. Before receiving any Payments, you will be asked to provide financial details including your nominated bank account or other payment gateway account details, and any further required details. After an approved Post is published, you will be entitled to be paid the Payout Fee (with a 5% transaction fee, which may be subject to change), subject to your compliance with these Terms of Use. If you do not comply, you will not be paid. It is your responsibility to notify Partipost in the event that you are registered for and liable to pay any taxes as applicable, and to keep Partipost up to date with your registered tax details as applicable. Partipost will pay the Payout Fee into your nominated bank account or payment gateway account (as supplied by you via the Application in the manner required) on behalf of the Brand after payment has been received from the Brand. No payments other than the Payout Fee are payable in respect of each approved Post. You are responsible for the accuracy of your nominated bank account or other details.

  4. You acknowledge and agree that the relevant Brand, not Partipost, will be solely liable for Payment of the applicable Post 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 account details provided by Partiposter, under no circumstances does Partipost accept liability for Payment of the Post 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.

  5. Posts must adhere to the requirements contained in these Terms of Use and any additional requirements imposed by Brands as part of a Campaign and advised to Partiposter at the time of submitting the Post for approval. Posts which do not comply with this condition may be removed from the Partipost Platform at Partipost’s absolute discretion.

  6. 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.

  7. 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 remove Partiposters from the Partipost Platform.

  8. You warrant, in respect of each Post you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Partipost Platform, that:

    1. you are aged 16 years or over, or over 13 years and have your parent or legal guardian’s written consent;

    2. for Partiposters aged 16 years or over, if your Post features children aged 16 or younger, that you are the parent or legal guardian of those children;

    3. for Partiposters aged 13 years to 15 years, that you have your parent or legal guardian's consent and that your Post does not feature other children aged 16 years or younger;

    4. you own the Intellectual Property Rights in the relevant Post and have the right, as applicable, to licence the Post to Partipost and the Brand in the manner set out in these Terms of Use for use by Partipost, the Brand or any third party in the manner set out in these Terms of Use;

    5. the relevant Post does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;

    6. the relevant Post does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;

    7. any and all opinions and views stated in the relevant Post are genuinely held by you;

    8. and any and all statements in the relevant Post regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify Partipost if your opinion of the Brand changes from that which you have expressed to date;

    9. the relevant Post does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;

    10. the relevant Post is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;

    11. if the relevant Post includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to Partipost and the Brand;

    12. if you are a member of any guild, union or industrial organisation, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;

    13. if the relevant Post contains images or references to third parties or third party property, including music, that the third party (or third party property owner) has been informed and agrees in writing that such images, property or references may be included in the Post and used by Partipost, the Brand or any other third party in accordance with these Terms of Use without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting Partipost, the Brand or any other third party; and

    14. the use of the Post and the exercise of the Intellectual Property Rights in the relevant Post by the Brand and Partipost will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.

  9. You acknowledge and agree that the Brand and Partipost has the right at any time to moderate any Post after publication to a Channel and that you will immediately make any reasonable modification or amendment requested by Partipost or the relevant Brand to the Post, subject to compliance with these Terms of Use. You also acknowledge and agree that if you post an incorrect Post, the Brand or Partipost may request that you post the correct approved Post and that you will immediately comply with such a request.

  10. 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, subject to Payment in full to you of the Post Fee in accordance with these Terms of Use.

  11. Partipost and the relevant Partiposter and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by Partipost and the relevant Partiposter and Brand before publication.

  12. All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the Partiposter. Nothing in these Partiposter & Brand Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including Partipost or the Brand.

  13. In consideration of Payment of the Payout Fee, the Partiposter agrees to grant in respect of each and every submitted and approved Post:

    1. to Partipost (and its agents) the right to edit and re-format the Post into such formats or versions for use by Partipost in such media as Partipost requires in accordance with this clause;

    2. to Partipost (and its agents):

      1. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting Partipost (and its products and services) in any manner, without further notification to or consent of the Partiposter or any further compensation payable to the Partiposter;

      2. the right to use the Partiposter’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of Partipost and internal communications of Partipost); in all social media (including but not limited to the social media channels of Partipost); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

    3. to the relevant Brand (and its agents):

      1. the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of three hundred sixty five (365) days expiring on the 365th day after the Post was first published; and

      2. the right to use the Partiposter’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions 13(c)(i) above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

  14. You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the period in condition 13(c)(i) has expired.

  15. 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, your grant a waiver of all moral rights and performer’s rights in each Post.

  16. As a Partiposter, you agree that you will not:

    1. delay posting your Post after the Brand has given its approval to your Post and you must publish your approved Post in the current Posting Period (unless the Brand stipulates a different timeline);

    2. for a period of five (5) hours after a Post is published, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post;

    3. remove the Post from your Channels for a period of 90 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;

    4. edit any approved Post before or after it has been published other than in accordance with these Terms of Use;

    5. parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;

    6. create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services; and

    7. grant any further rights in a Post to a Brand without the written permission of Partipost and appropriate fees being negotiated on a reasonable basis. Partipost will charge a reasonable service fee for negotiating any use extensions between you and a Brand; and

    8. accept or attempt to negotiate with a Brand more than one Post per Post Fee.

  17. You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and Partipost and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and Partipost.

  18. 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.

  19. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by the Brand, Partipost or any their respective successors or licensees. You hereby release the Brand, Partipost and their respective agents, employees, successors and licensees, from any and all claims by you or under your authority arising out of or in connection with any portrayal, representation, impersonation or depiction of you under these Terms of Use.

  20. You acknowledge that Partipost has not made any guarantees in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise.

  21. 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.

Brands

  1. To register a Brand Account, you must access Campaign Manager and log in in the manner required.

  2. Partipost may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend.

  3. Brand agrees to grant in respect of all Content uploaded to the Partipost Platform as part of a Campaign:

    1. to grant to Partipost (and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content for the purpose of marketing and promoting Partipost (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and

    2. with respect to Partiposter Marketing Campaigns, to grant to the relevant Partiposter, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to post, share, comment upon and re-post the relevant Content across their Channels as part of any approved Post in accordance with these Terms of Use.

  4. With respect to Partiposter Marketing Campaigns, Brand acknowledges and agrees that the Brand's use of any Post is strictly conditional upon payment of the Payout Fees and then only in accordance with these Terms of Use.

  5. Partipost has the right to cancel, suspend, restrict services to and/or terminate a Brand’s account if Partipost believes (in its sole discretion) that the Brand is not using the Partipost Platform in a fair and reasonable way, or are attempting to use the Partipost Platform in a way which does not treat the Partiposters or the Partipost Platform in a fair and reasonable way and/or in accordance with the purposes for which the Partipost Platform were intended.

  6. You agree to pay Partipost all fees and charges made to your Brand Account for agreed Payout Fees and use of the Partipost Platform, in accordance with these Terms of Use.

  7. 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.

  8. Brands and 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.

  9. Partipost reserves the right to refuse any Invoice request in its sole discretion.

  10. Where no terms of payment are stated on an Invoice or otherwise agreed with Partipost in writing, the following standard payment terms apply:

    1. 14 days from date of invoice for approved Brands and Agencies

  11. Where a Brand or Agency is approved to pay by Invoice, the Brand or Media 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.

  12. 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”).

  13. Payment of all Invoices is due in accordance with these Terms of Use.

  14. 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.

  15. 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.

  16. When you approve a Post, you undertake that you are an authorised user of 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 (including your Campaign Budget), we 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.

  17. 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), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Partipost Platform. You may also be liable to pay interest on any amount outstanding on the date the payment becomes due 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). 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.

  18. 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 an Partiposter’s Post;

  19. Partipost in its sole discretion reserves the right to reject Campaigns that do not comply with these Terms of Use.

  20. 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.

  21. 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.

  22. You acknowledge and agree that your right to use a Post is strictly limited in accordance with clause 13(c)(i) above. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising, including within the social media channel upon which the Post was published (for example, via Facebook Power Editor). If you wish to use a Post other than in accordance with clause 13(c)(i), you must contact Partipost directly at the contact details set out in these Terms of Use. Additional fees may apply.

  23. You warrant that:

    1. you own the Intellectual Property Rights in Content you upload to the Partipost Platform and have the right to licence the Content to Partipost and Partiposters in the manner set out in these Terms of Use; or

    2. you have the right to licence the Content to Partipost and Partiposters in the manner set out in these Terms of Use; and

    3. you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have;

    4. any Content you upload to the Partipost Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive; and

    5. where the Posts include Third Party Material, you will strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licences required for your intended use of the Post prior to use of such Post, including obtaining any licences required with respect to Third Party Material.

  24. In the event a Partiposter meets the requirements outlined in a Campaign and you approve the Post, you will not deny Payment to Partipost for the Post. Partipost is not responsible for identifying any breach of these Terms of Use by a Partiposter.

  25. 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.

  26. 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.

  27. 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.