RULES AND GUIDELINES - GENERALKOLSPIRE expects that all users comply with all applicable laws and industry self-regulations and both influencers and brands need to ensure they apply the latest best practice so that no campaign or post is false or misleading. This means that all influencer marketing posts facilitated through KOLSPIRE should be transparent and labelled with appropriate disclosures.
- 6. Any costs associated with downloading, installing, accessing and using any element of the Kolspire Platform remain your responsibility and are dependent on the service provider used.
- 7. Kolspire makes no representation that the Kolspire Platform (or any element of the Kolspire Platform) is appropriate or available for use in all locations.
USING THE KOLSPIRE PLATFORM
- 9. The Kolspire Platform allows Brands to create Influencer Marketing Campaigns and Content Only Campaigns, which are then shared with Influencers. Influencers can respond to a Campaign by creating a Post or Paid Content and submitting it to the relevant Brand for approval. Influencers earn compensation when:
- a. In relation to Influencer Marketing Campaigns, a Brand approves a Post and the Post is published to the Influencer's Community via his or her Channels, as selected; or
- 11. Influencers and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the Kolspire Platform. Without limiting any other rights or remedies available to Kolspire, any attempt to circumvent the Kolspire Platform may result in removal from the Kolspire Platform at Kolspire's sole discretion.
- 12. 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 Kolspire Platform to a human perceivable form; distribute or republish any element of the Kolspire Platform in any way; resell, rent, lease or lend any element of the Kolspire Platform; defeat, disable or circumvent any security feature of the Kolspire Platform; or transfer any element of the Kolspire Platform to any third party.
- 14. You are solely responsible for your interactions with other users of the Kolspire Platform. You agree that Kolspire is not responsible for the conduct of any user.
- 15. You must not engage in crawling, scraping, caching or otherwise accessing any content on the Kolspire Platform via automated means, except with Kolspire's written consent.
- 18. The Kolspire Platform may contain links to other sites not maintained by Kolspire ("Linked Sites"). Kolspire is not responsible for the content of any Linked Sites, whether or not Kolspire is affiliated with the Linked Sites. Kolspire 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, Kolspire 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.
REGISTERING AN ACCOUNT
- 21. Kolspire reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of Kolspire is final and no correspondence will be entered into.
- 22. 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 Kolspire Platform. You may never use another's Account without their permission.
- 23. You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify Kolspire of any unauthorized 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 Kolspire when you desire to cancel your Account. Kolspire will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
- 25. The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. Kolspire reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
- 26. Users understand that in creating an Account they are providing their information to Kolspire and not to any social media platform. Users of the Kolspire Platform (whether Influencers 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 Kolspire 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 Kolspire Platform. Any questions, comments or complaints about the Kolspire Platform must be directed to Kolspire and not to any media or social media platforms. For the purposes of this provision, Kolspire 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 Kolspire.
ADDITIONAL TERMS FOR INFLUENCERS
- 27. Conditions 28-50 apply only to Influencers participating in the Kolspire Platform.
- 28. Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register an Influencer Account, but in order to participate in any Campaigns and earn compensation via the Kolspire Platform, Influencer's must meet the following minimum standards:
- 1. at least 5000 followers on the Influencer's Channels;
- 2. Influencer's Channels must be public (viewable by anyone);
- 3. have at least 20 post;
- 4. have a minimum average engagement rate of at least 2%, 3% in some cases and;
Further Terms for Influencer Accounts
- 29. If you do not meet the minimum standard in condition 29 above, you may not be able to participate in Campaigns or access the full functionality of the Kolspire Platform.
- 30. In order to submit a Post, an Influencer must connect their Instagram account, Twitter account, Facebook Page or other social media account in the manner required.
- 31. In relation to Influencer Marketing Campaigns, once a Post has been approved by a Brand, you are required to publish the Post to your relevant Channel through the Kolspire platform in the manner required within 48 hours of the Post being approved. You will not have an opportunity to edit a Post after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts. Kolspire merely provides a service allowing Brands to approve Posts before publication, but the publishing of Posts via the Kolspire Platform remains your responsibility.
- 32. In relation to Content Only Campaigns, once Paid Content has been approved by a Brand, you agree that you must not share the Paid Content on your Channels or elsewhere.
- 34. You acknowledge and agree that the relevant Brand, not Kolspire, will be solely liable for Payment of the applicable Post Fee for the approved Post. Kolspire merely facilitates such Payment on behalf of the Brand and, while Kolspire may remit payment to the Influencer directly to the account details provided by Influencer, under no circumstances does Kolspire accept liability for Payment of the Post Fee. You agree that you will not pursue any actions, legal or otherwise, against Kolspire for any non-payment, and that this provision constitutes a bar to any such proceedings.
Terms for Participating in a Campaign
- 36. When required by law, influencers must clearly disclose in sponsored Posts their relationship with the Brand. Kolspire 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 Influencer and the Brand. This may be achieved through the use of hashtags such as #advertisement, #sponsored or #ad or through other means suitable to your particular circumstances, Community and Channels. Kolspire reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Influencers in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at Kolspire'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 Kolspire Platform.
- 37. Influencers 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 Kolspire suspects (in its sole discretion) that Influencers are not complying with the requirement for followers to be authentic and organically grown, Kolspire reserves the right to remove Influencers from the Kolspire Platform.
- 38. You warrant, in respect of each Post and all Paid Content you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Kolspire Platform, that:
- 1. you are aged over 16 years or over 13 years and have your parent or legal guardian's consent;
- 2. for Influencers aged over 16 years, if your Post or Paid Content features children aged 16 or younger, that you are the parent or legal guardian of those children;
- 3. for Influencers aged 13 years to 16 years, that you have your parent or legal guardian's consent and that your Post or Paid Content does not feature other children aged 16 years or younger;
- 5. the relevant Post or Paid Content 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 or Paid Content 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 or Paid Content are genuinely held by you;
- 8. and any and all statements in the relevant Post or Paid Content 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 Kolspire if your opinion of the Brand changes from that which you have expressed to date;
- 9. the relevant Post or Paid Content 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 or Paid Content 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 or Paid Content includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated license terms or use limitations have been fully disclosed to Kolspire and the Brand;
- 14. the use of the Post or Paid Content and the exercise of the Intellectual Property Rights in the relevant Post or Paid Content by the Brand and Kolspire 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.
- 41. Kolspire and the relevant Influencer 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 Kolspire and the relevant Influencer and Brand before publication.
Influencer Marketing Campaigns - Rights in Posts
- 43. In consideration of Payment of the Post Fee, the Influencer agrees to grant in respect of each and every Post:
- 1. to Kolspire (and its agents) the right to edit and re-format the Post into such formats or versions for use by Kolspire in such media as Kolspire requires in accordance with this clause;
- 2. to Kolspire (and its agents):
- 1. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Post for the purpose of marketing and promoting Kolspire (and its products and services) in any manner, without further notification to or consent of the Influencer or any further compensation payable to the Influencer;
- 2. the right to use the Influencer'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 Kolspire and internal communications of Kolspire); in all social media (including but not limited to the social media channels of Kolspire); 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 thirty (30) days expiring on the thirtieth day after the Post was first published; and
- 2. the right to use the Influencer's Identity and performances in the Post and to communicate the post to the public 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).
- 44. 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 43(3)(1) has expired.
- 45. As an Influencer, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorized 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.
Content Only Campaigns - Rights in Paid Content
- 46. Content Only Briefs give Influencer's the opportunity to sell Content without the need to post the Content to their Channels.
- 47. When you upload Paid Content in response to a Content Only Brief, you may be presented with a special Content Rights Terms document.
- 49. You acknowledge and agree that upon payment of the Paid Content Fee the Paid Content and all Intellectual Property Rights subsisting in Paid Content irrevocably becomes the property of Kolspire. This assignment is absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the Paid Content to any other person or entity (including a Brand), licensing the Paid Content to any other person or entity (including a Brand), the making of any modifications, enhancements, adaptations or versions of the Paid Content, creating derivative works, and including any releases of the Paid Content in any medium. You must, upon request by Kolspire, execute all documents and perform all acts necessary to vest all intellectual property rights in the Paid Content in Kolspire.
- 50. Influencers acknowledge and agree that Paid Content must not be posted to their Channels or published in any other way under any circumstances, including re-posting or commenting upon the Content after it has been posted or shared by Kolspire or a Brand. Upon payment of the Paid Content Fee, Paid Content becomes the property of Kolspire, pursuant to the Content Rights Term document.
- 51. By submitting Paid Content, Influencers grant to Kolspire and its successors, licensees and assigns, to the maximum extent permitted by law, genuine consent to use, deal, reproduce, publish, transmit, adapt, edit, change, modify or relocate the Paid Content, whether in whole or in part, and whether alone or in combination with any other materials
- 52. As an Influencer, 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 no later than 48 hours after receiving notification of the Brand's approval (unless the Brand stipulates a different timeline);
- 2. for a period of five (5) hours after a Post is published, post, share, repost 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 30 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;
- 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 Kolspire and appropriate fees being negotiated on a reasonable basis. Kolspire 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.
Influencer Relationship with Kolspire and the Brand
- 54. As an Influencer, you will at all times perform your obligations and provide Posts or Paid Content to Kolspire 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 Kolspire 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 Kolspire or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
- 56. You acknowledge that Kolspire 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.
- 57. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the Kolspire Platform. Any attempt to circumvent the Kolspire Platform may result in the removal of you from the Kolspire Platform in Kolspire’s sole discretion.
ADDITIONAL TERMS FOR BRANDS
- 58. Conditions 58-92 apply only to Brands participating in the Kolspire Platform.
Further Terms for Brand Accounts
- 59. To register a Brand Account, you must create a Brand Account in in the manner required, including providing your full name, email address, telephone number and password, and providing payment details where requested. You will not be charged to create a Brand Account. You will only ever be charged when you approve a Post.
- 60. Kolspire may, at its sole discretion, implement/change the minimum spend for Brand Accounts.
- 61. Brands are able to create two types of Campaigns: Influencer Marketing Campaigns and Content Only Campaigns.
- 62. Brand agrees to grant in respect of all Content uploaded to the Kolspire Platform as part of a Campaign:
- 1. to grant to Kolspire (and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Content for the purpose of marketing and promoting Kolspire (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
- 64. With respect to Content Only Campaigns, Brand acknowledges and agrees that the Brand's use of any Paid Content is strictly conditional upon payment of the Paid Content Fee.
- 65. Kolspire has the right to cancel, suspend, restrict services to and/or terminate a Brand's account if Kolspire believes (in its sole discretion) that the Brand is not using the Kolspire Platform in a fair and reasonable way, or are attempting to use the Kolspire Platform in a way which does not treat the Influencers or the Kolspire Platform in a fair and reasonable way and/or in accordance with the purposes for which the Kolspire Platform were intended.
Payment Terms for Brands
- 67. You must pay all charges in the manner set out in the Kolspire Platform or as otherwise advised by Kolspire in writing from time to time. If no manner for payment is stated, the payment must be made by credit card using a provider authorized by Kolspire. Kolspire reserves the right to charge a credit card surcharge.
- 68. Brands and Media Agencies may request that Kolspire issue a quotation for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign, prior to the commencement of the Campaign.
- 69. Kolspire reserves the right to refuse any quotation request in its sole discretion.
- 70. In the event that a Brand or Media Agency requests a quotation and Kolspire approves, the Brand or Media Agency to pay by Invoice, a minimum Invoice amount of RM1000 (excluding SST) will apply, unless otherwise approved in writing by Kolspire. If a Brand or Media Agency is not domiciled in Malaysia, then Invoices will not include SST (but may include other applicable tax where relevant)
- 71. Where no terms of payment are stated on an Invoice or otherwise agreed with Kolspire in writing, the following standard payment terms apply:
- 1. Transactions made on Credit Card are charged upon purchase
- 2. 10 days from date of invoice for approved Brands and Agencies
- 72. Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must approve the quotation or purchase order (or similar) approving the fees and charges to be included on the Invoice.
- 73. Fees and charges paid to Kolspire pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign.
- 75. Where Kolspire approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorizes Kolspire, its employees, servants and agents to make such enquiries as Kolspire deems necessary to investigate the Brand or Media Agency's credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers ("Information Sources"), and the Brand or Media Agency hereby authorizes such Information Sources to disclose to Kolspire, its employees, servants and agents, all information requested by Kolspire for the purpose of assessing your credit worthiness. Any terms of credit offered by Kolspire, including where Kolspire approves payment by Invoice, may be varied by Kolspire in its sole discretion and advised to you in writing.
- 76.Media Agencies using the Kolspire Platform acknowledge and agree Kolspire is a cost of good. No agency rebates will be given without written confirmation.
- 77. When you approve a Post or Paid Content, you undertake that you are an authorized user of the card or account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or 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.
- 78. In relation to Influencer Marketing Campaigns upon an Influencer publishing an approved Post, you authorize us to debit the Brand Fee that is payable for the Post from your nominated card or account (as applicable) in order to pay the charges.
- 79. In relation to Content Only Campaigns, upon an Influencer submitting Paid Content, you authorize us to debit the applicable Rights Fee that is payable for the Paid Content from your nominated card or account (as applicable) in order to pay the charges.
- 80. 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 RM50.00 per month. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Kolspire 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 Kolspire Platform or to suspend or terminate any current Campaigns.
- 81. Brand acknowledges and agrees that it may not offer a product, service or other non-monetary arrangement to an Influencer as partial or full payment by a Brand for an Influencer's Post;
Terms for Campaigns
- 82. Kolspire in its sole discretion reserves the right to reject Campaigns.
- 83. You agree that you will not negotiate terms or payment to Influencers outside the Kolspire Platform. Any attempt to circumvent the Kolspire Platform may result in the removal of the Brand from the Kolspire Platform in Kolspire's sole discretion. Each Post shall have a Post Fee and all Paid Content shall have a Paid Content Fee, and Brands and Influencers may not circumvent the Post Fee or Paid Content Fee by negotiating or attempting to negotiate multiple Posts or Paid Content for Post Fees or Paid Content Fees.
- 84. You must not attempt to instruct, coerce or manipulate Influencer to hide the commercial relationship between the Brand and the Influencer. Such attempts may result in Brand being immediately removed from the Kolspire Platform.
- 85. 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).
- 88. You warrant that:
- 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 Kolspire 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 Paid Content or 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 licenses required for your intended use of the Post or Paid Content prior to use of such Post or Paid Content, including obtaining any licenses required with respect to Third Party Material.
- 90. Brand agrees that Kolspire is not responsible for any aspect of the Brand's Content to be reviewed, shared, sponsored or advertised by Influencers. Brand acknowledges and agrees that Kolspire is not responsible or liable for the content of any Post.
- 91. Brand acknowledges that Influencers are independent third parties and not directly controlled by Kolspire. 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 Kolspire 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.
- 92. You acknowledge that Kolspire 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.
KOLSPIRE'S INTELLECTUAL PROPERTY
- 94. All right, title and interest in all Intellectual Property Rights in all of Kolspire's brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the Kolspire Platform (the "Brand Features") are the property of Kolspire and will remain or be vested in Kolspire at all times. Your use of the Kolspire Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the Kolspire Platform. Kolspire, on a case by case basis and to the extent required, grants to you a limited, non-exclusive license to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Kolspire Platform.
INFLUENCER & BRAND REPRESENTATIONS AND WARRANTIES
- 95. Influencers and Brands participating in the Kolspire Platform warrant, represent and covenant that:
- 1. all information you provide to Kolspire upon registering for an Account is true, accurate and complete and not misleading;
- 2. any third-party social media accounts to which you link are:
- 1. your own accounts;
- 2. if the Account refers to a Brand, that you are the authorized representative of the Brand with the right to access its social media accounts and represent its interests; and
- 3. if the Account refers to an individual other than you, you are the authorized representative of that individual with the right to access his or her social media accounts and control his or her interests;
- 4. You are authorized to submit Content, as applicable, in the manner invited via the Kolspire Platform;
- 5. any Content you submit to the Kolspire Platform will not contain anything that;
- 1. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
- 2. is copied or adapted either wholly or substantially from any other work or material;
- 3. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
- 4. parodies, disparages or makes fun of Kolspire or its products of services or Kolspire generally in any way;
- 5. solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
- 6. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
- 7. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
- 8. infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
- 96. The Brand and the Influencer acknowledge that:
- 1. neither the Influencer nor Kolspire is required to purchase any of the Brand's products or services;
- 2. Brand may, in its sole discretion, arrange to send an Influencer a sample product. Influencer may request a Brand to send a sample product, but Brand is under no obligation to do so;
- 3. Kolspire will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to an Influencer. Address provided by Influencer through the Kolspire Platform is not verified by Kolspire;
- 4. if Brand sends a sample product to an Influencer, there is no guarantee that the Influencer will submit a Post about the product. All product reviews must reflect the Influencer's genuinely held beliefs;
- 5. if an Influencer chooses or accept to purchase a product, there is no guarantee that Influencer's Post(s) about the product will be approved by the Brand;
- 6. a product, service or other non-monetary arrangement cannot be offered or used as partial or full payment by a Brand for an Influencer's Post;
- 97. You agree to indemnify, and must defend and hold harmless, Kolspire and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the Kolspire Platform):
- 1. your Content or access to the Kolspire Platform;
- 3. your claim against a Brand for any reason;
- 4. your claim against an Influencer for any reason;
- 6. any claim or allegation that your Content infringes a third party's rights, including Intellectual Property Rights.
- 7. your violation of any applicable laws, rules or regulations; and
- 8. any misrepresentation made by you.
LIMITATION OF LIABILITY
- 98. In using the Kolspire Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Kolspire be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Kolspire Platform.
- 100. Whilst Kolspire endeavors to take all reasonable steps to ensure that the Kolspire Platform operates as expected, the Kolspire Platform and its entire contents are provided on an "as is" and "as available" basis without any warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. Kolspire disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. Kolspire does not make any guarantees and does not provide any undertaking that the Kolspire Platform will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that you use the Kolspire Platform at your own risk and that Kolspire disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Kolspire Platform, whether they are direct or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the Kolspire Platform. You assume total responsibility for your use of the Kolspire Platform, including compliance with all applicable road rules and regulations. Your sole remedy against Kolspire for dissatisfaction with the Kolspire Platform or any content is to stop using the Kolspire Platform or such Content. This limitation of relief is a part of the bargain between the parties.
- 104. If the Kolspire Platform is not capable of running as planned for any reason beyond the reasonable control of Kolspire, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Kolspire Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the Kolspire Platform, Kolspire reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Kolspire Platform.
CONTACT AND HELP DETAILS
- 109. You may contact Kolspire via:
- Unit 32115, Level 32, The Vertical Corporate Tower B, Avenue 10, Bangsar South, No.8 Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia
- 1. "Account" means a Brand Account or an Influencer Account;
- 2. "Brand" means any person or entity, or its duly authorized agents or representatives, that use the Kolspire Platform for the purpose of creating Campaigns;
- 3. "Brand Account" means an account to use the Kolspire Platform as a Brand.
- 4. "Brand Fee" means the stated fee payable by a Brand to Kolspire in respect of an approved Post plus any applicable SST;
- 5. "Campaign" means an Influencer Marketing Campaign or a Content Only Campaign created by a Brand to be opened to Influencers for the purpose of finding appropriate Influencers to submit Content to the Brand or to submit Content to and publish Posts about the Brand;
- 6. "Campaign Budget" means the sum money a Brand nominates as the sum it is willing to spend during a Campaign;
- 7. "Channels" means the social media channels of an Influencer, such as Instagram, Twitter, Facebook, YouTube or TikTok.
- 8. "Community" means an Influencer's social media following on its Channels.
- 9. "Content" means a Post, Paid Content, or any other content or materials uploaded to the Kolspire Platform by a Brand or an Influencer.
- 10. "Content Only Campaign" means a Campaign created by a Brand to be opened to Influencers for the purpose of sourcing Paid Content to be used by the Brand directly in accordance with a Rights License, without the Influencer posting the Paid Content to their Channels.
- 11. "Influencer" means a social media influencer who registers to use the Kolspire Platform to create and distribute Posts and receive compensation for such Posts.
- 12. "Influencer Account" means an account to use the Kolspire Platform as an Influencer.
- 13. "Influencer Marketing Campaign" means a Campaign created by a Brand using the Kolspire Platform to be opened to Influencers for the purpose of finding appropriate Influencers to publish Posts about the Brand;
- 14. "Rules and Guidelines" means the code of practice and conduct that must be adhered to by Influencer's and Brands.
- 15. "Influencer's Identity" means the name, image, likeness, character and online persona of the Influencer.
- 16. "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.
- 17. "Laws" means all applicable laws, codes of practice and guidance relating to influencer marketing;
- 18. "Media Agency" means an authorized third party organization acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;
- 19. "Paid Content" means content created by an Influencer in response to a Content Only Brief
- 20. "Paid Content Fee" means the fixed-fee as stated on the Kolspire Platform to be paid to an Influencer for Paid Content submitted to a Content Only Campaign and selected by the Brand.
- 21. "Payment" means payment from Kolspire to an Influencer for a Post or Paid Content or a payment from a Brand to Kolspire, as the context requires;
- 22. "Post" means a social media post created by an Influencer to be shared with the Influencer's Community via the Influencer's Channels.
- 23. "Post Fee" means the fee an Influencer nominates as the amount it will charge a Brand to share a Post with the Influencer's Community via the nominated Channel.
- 24. "Rights Fee" means the fixed-fee as stated on the Kolspire Platform payable by a Brand to Kolspire for a Rights License in respect of approved Paid Content plus any applicable SST.
- 26. "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.
- 27. "Kolspire" means Genvest Resources Sdn. Bhd. and the Kolspire brand.
- 28. "Kolspire Materials" means the Kolspire Platform and any associated materials owned, developed or licensed by Kolspire and made available via the Kolspire Platform;
- 29. "Kolspire Platform" means the Website www.kolspire.com and any associated Kolspire properties or websites.