Terms & Conditions - Brands

Before joining our ecosystem and enjoying all of the benefits it has to offer, please take a moment to review these Terms and conditions (the “Terms”) as it will govern the relationship between you, or if you represent an entity or other organization, that entity or organization (the “Brand”, “you”, “your” or “yourself”), Shop and Shout Ltd. DBA creator.co (“creator.co”, “our”, “us” or “we”), and each influencer, creator or similar persons (each, an “Influencer”) who undertakes a Campaign (as defined herein) for you. In addition, these Terms will apply to your access to and use access to and use of: (i) the creator.co website located at https://creator.co (the “Website”), (ii) the online dashboard enabling you to engage with Influencers for the purposes of undertaking Campaigns (the “Dashboard”), and (iii) such other paid services and features made available and purchased by you (the “Features”, together with the Website and the Dashboard, the “Services”).

By accepting these Terms (including by way of any click-wraps) or otherwise accessing or using the Services, you agree to comply with these terms. If you are accessing or using the Services on behalf of someone else, you agree that you have the full authority of that person or entity to enter into these Terms on their behalf. You should review these Terms carefully as there are terms that govern the jurisdiction and venue of disputes, the mechanism for settling disputes and a class action waiver.

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User Account.

  1. To access and use the Services, you must register an account (a “User Account”) by providing certain information about yourself and following the prompts on the Website. Once a User Account has been created, you will then be given access to the Dashboard and once you log into the Dashboard, you will be required to complete your User account with additional registration information. You agree that you will provide accurate, current and complete information when creating your User Account. We reserve the right to suspend or terminate your access to the Services in the event we determine at any time that the information you have provided is misleading or fraudulent.
  1. You understand that some features available in the Dashboard may not be made available to you until such time as you have provided all of the required information for your User Account and you have selected the applicable plan of Features you wish to purchase and have the benefit of. Purchase of the Features can be made through the “Plans and Pricing” section of the Dashboard, or, if deemed appropriate by us, by way of a separate agreement, which separate agreement shall be governed by these Terms (the “Order Form”) .

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Services.

  1. Subject to these Terms, we shall make the Services available to you during the Term (as defined herein) for use in your business on a limited, non-exclusive, non-transferable, non-sublicensable licensed basis in accordance with the applicable Order Form.
  1. You agree that you will not directly or indirectly resell or grant access to the Services to any other third party and will not, or attempt to, access, download, copy, decompile, revise, engineer, modify, or derive source code or other elements of the Services, except as otherwise permitted under these Terms.
  1. Subject to these Terms, you may authorize and allow your third party contractors to access the Services for your benefit, provided however, that you will remain at all times responsible for any breach of these Terms.

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Pricing and Payment.

  1. In connection with your use and access to the Services, and expressly in connection with your use of the applicable Features, you agree to pay when due all fees set out in the Order Form (the “Plan Fees”), which shall include a one time onboarding fee at our then prevailing rate as set out in the Order Form.
  1. Payment of the Plan Fees will be on a monthly, quarterly or annual basis at your election. If you elect to pay the Plan Fees on an annual basis, you will be required to submit payment prior to being granted access to the Features. If you elect to pay the Plan Fees on a monthly or quarterly basis, you will be required to submit payment of the Plan Fees prior to being granted access to the Features, and thereafter the Plan Fees shall be payable on a reoccurring monthly or quarterly basis for a minimum of 3 months until such time as your use of the Features is terminated. Consequently, you authorize us, or our third-party payment processing partner, to charge your payment method, whether on a non-reoccurring basis or reoccurring basis, for all Plan Fees, Taxes (as defined herein), and any other amounts due and owing to us on the date that such payment is required to be made.  
  1. You may during the Term remove or purchase additional Features or add-ons or as otherwise expand the scope of the Services by executing one or more Order Forms with us or by purchasing such additional Features and services through the Dashboard, provided that in the event that you wish to remove any Features, 30 days’ advance notice will be required prior to any reduction. Such expansions will incur additional Plan Fees and you agree to pay all Plan Fees then in effect in accordance with these Terms, with it being acknowledged that the Plan Fees shall be the updated amounts payable. For clarity, in the event you do not wish to have access to some or all of the Features made available to our customers but wish to have access to the Dashboard to access existing information and data, you will be required to purchase our package related to data storage. In the event you do not purchase such product, we shall have no obligation to retain any of your information following termination of the Term and you shall have no further access to the Services or Features from such date. We will delete any such information immediately on termination at our sole discretion.
  1. All Plan Fees are, unless otherwise provided herein, non-refundable and based upon the Services provided and not based on your actual usage of the Services. In the event that we provide a refund, it will be at our sole discretion.
  1. All Plan Fees are exclusive of any applicable taxes, levies, duties, value-added tax or goods and services tax (collectively, the “Taxes”). You will also be responsible for paying all Taxes, if applicable, associated with the Plan Fees, with the payment of such Taxes to occur concurrently with the payment of the Plan Fees as contemplated in these Terms.  
  1. You will be responsible for ensuring that at all times during the Term, that you have provided complete and accurate billing and contact information to us or our third-party payment processing partner for us to process payment, when due, of the Plan Fees, Taxes and other amounts due and owing. If your billing information changes, please notify us or update the details immediately so as to avoid any disruption in your access of the Services.
  1. If we or third-party payment processing partner are unable to verify your payment method, or if it is otherwise invalid or not acceptable, we may, without limiting our rights and remedies, suspend or terminate your access to Services. Notwithstanding any suspension or termination, you remain obligated to pay us the Plan Fees, Taxes and any other amounts due and owing.
  1. In the event of non-payment of the Plan Fees, Taxes or any other amounts owing when due, and without limiting our rights and remedies, those outstanding charges will accrue the greater of: (i) a late fee of $25 per month, (ii) 10% annual interest on the amount due. You authorize us to include such additional charges when we or our third-party payment processing partner process payment.
  1. From time to time, we may sell products or other services on a non-recurring basis (the “Non-Plan Products”). Purchase of these products will have a one-time fee, unless otherwise indicated in writing and may be subject to applicable Taxes. Non-Plan Products also includes depositing funds to your User Account (a “Deposit”), which Deposit will be used in connection with the payment of Compensation (as defined herein) and, if so elected, other Non-Plan Products made available to you. Each and every time you provide a Deposit, we shall be entitled to charge a processing fee of 5% of the Deposit being paid (the “Deposit Processing Fee”). By way of illustrative example only, if you wish the Deposit to be in the amount of $1,000, you will be required to pay $1,050, of which $50 will represent the Deposit Processing Fee. Payment of the Deposit Processing Fee will be made at the time you make payment of the Deposit.
  1. In the event on the termination or suspension of the Services, or at any time where any amounts are due and owing to us or to any Influencer pursuant to a Campaign, you authorize us or our third-party payment processing partner to use some or all of the balance of the Deposit remaining at such time in connection with payment of any amounts due and owing to us or any Influencer that you are obligated to pay. The balance of any Deposits, after payment of the foregoing, shall be returned to you following termination.    

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Term.

  1. In the event you have opted to pay for the Features on a monthly or quarterly basis, the subscription term for the Services shall commence as of the date you initially purchase the Features and shall continue on a monthly or quarterly reoccurring basis until such time it is terminated by you or us in accordance with these Terms (the “Reoccurring Term”). If you are on a monthly plan, and you terminate the Reoccurring Term during the first 3 months, you will remain liable to pay us all Plan Fees, Taxes and any other amounts due and owing for such 3 month period regardless of your use of the Services. If you are on a quarterly plan, and you terminate the Reoccurring Term during the first quarter, you will remain liable to pay us all Plan Fees, Taxes and any other amounts due and owing for such quarterly period regardless of your use of the Services. You authorize us or our third-party payment processing partners to charge your payment method, or use the balance of any Deposit previously paid, for such amounts. No refunds will be payable to you other than the balance of any Deposit.
  1. In the event you have opted to pay for the Features on an annual basis, the subscription term for the Services shall commence as of the date you initially purchase the Features and shall continue for an annual basis unless otherwise terminated by you or us in accordance with these Terms (the “Annual Term”, together with the Reoccurring Term, and as the context requires, the “Term”). In the event you terminate the Annual Term during the first year, no refunds will be payable to you, other than the balance of any Deposit. If you do not provide us with written notice at least 30 days prior to the expiry of the Annual Term, the Annual Term shall be renewed for further annual period and upon the date of renewal, you shall pay to us all Plan Fees, Taxes and any other amounts due and owing, in connection with such continued use of the Services and thereby authorize us or our third-party payment processing partner to charge your payment method for such amounts.
  1. You shall have the right in any given calendar year to pause the Term for a period of up to 3 months during which time you shall not be obligated to pay any Plan Fees. In such cases, you agree to provide us with at least 30 days’ prior written notice prior to the next payment date. Unless resumed prior to the expiry of the 3 month period, the Term shall automatically recommence and be automatically extended for the period it was paused for. On the reinstatement date, you shall have access to the Services and be liable to pay all Plan Fees, Taxes and any other amounts due and owing, regardless of your use of the Services.
  1. Subject to these Terms, you may terminate the Term upon providing us with at least 30 days’ prior written notice in advance of the next payment date. The termination shall be effective on the next payment date following the expiry of such 30 days’ prior written notice. You will be required to pay all amounts due and owing up to the date of termination. In the event a payment date falls within such 30 day notice period, you will be required to pay any Plan Fees, Taxes and any other amounts due and owing on the applicable payment date that falls within such 30 days notice period.
  1. We may terminate the Term and your access to the Services immediately without written notice in the event: (i) you are dissolved, subject of a petition filed in bankruptcy, are adjudicated as bankrupt or insolvent or make an assignment for the benefit of creditors under any applicable law, (ii) you materially breach any term of these Terms, other than in connection with any amounts owing to us or Influencers, and such breach, if capable of being remedied, is not remedied within 10 days of written notice (iii) we have reasonable grounds to determine that your access to the Services violates any applicable law, or (iv) as otherwise provided for in these Terms.
  1. Upon the effective date of the termination of the Term, your access to the Services shall cease and we will take steps to remove and delete your User Account and Brand Content (as defined herein) contained therein using reasonable commercial methods, provided however, that you may request that we provide you with a copy of such Brand Content subject to you paying our then prevailing rates for such service.
  1. Upon any termination, discontinuance, or cancellation of the Term, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, the ownership provisions, warranty disclaimers, limitation of liability and dispute resolution provisions.

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Campaigns.

  1. The Dashboard, provided you have provided all the required information and purchased the Features, enables you to access an online marketplace where Influencers and you may enter into an agreement to promote on their social media platforms your products and/or services (each, a “Campaign”). In exchange for us facilitating the connection between you and an Influencer and you and the Influencer agreeing to undertake a Campaign, you agree to pay to the Influencer certain compensation, which compensation may take the form of monetary payment, certain products and/or services, or a combination thereof (the “Compensation”). All Compensation is required to be paid or facilitated through the Dashboard, and in the event that you provide Compensation to any Influencer in connection with a Campaign outside of the Dashboard or without our express consent, your access to the Services may be terminated immediately at our discretion. In addition, you will be required to pay us, in addition to any Plan Fees and Taxes, any amounts we should have otherwise been entitled to receive had the Compensation been facilitated through the Dashboard.
  1. Subject to these Terms, you will have the sole responsibility for setting out the requirements for each Campaign (the “Campaign Requirements”), including, without limitation, reach, engagement, and location. The Campaign requirements will be listed on the Dashboard and will be available to Influencers to assess whether they meet the Campaign Requirements. You shall have the sole responsibility for approving or denying an Influencer in respect of undertaking a Campaign.
  1. You will set out the details of any Compensation for a Campaign on the Dashboard and agree that, other than the Compensation outlined on the Dashboard, you will not provide the Influencer with any other form of compensation in any manner, including outside of the Dashboard. For Campaigns where the Compensation is in the form of products and/or services, you agree provide such Compensation to the Influencer directly.
  1. Prior to an Influencer commencing a Campaign, where the Compensation is by way of monetary payment, you will be required to ensure that there is a sufficient Deposit to enable us to pay the Influencer on your behalf the Compensation payable upon completion of the Campaign. As outlined above, we shall be entitled to charge the Deposit Processing Fee. In addition, for each Campaign, we will charge a processing fee (the “Processing Fee”) equal to 5% of the total Compensation payable to the Influencer for the Campaign, which for clarity, in the event the Compensation consists of a combination of monetary compensation and/or produces or services, the Processing Fee shall be based on the total value of all monetary compensation. You authorize us or our third-party payment processing partner to charge your payment method for the Processing Fee when due.
  1. In the event you request an Influencer to undertake a Campaign but fail to pay the Influencer the Compensation within a reasonable period of time after the Influencer has completed the Campaign, you hereby authorize us to pay the Influencer the Compensation due and authorize us to use any Deposit or charge your payment method the amount of the Compensation, together with the Processing Fee.

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Modifications and Updates.

  1. We reserve the right to modify and update the Services at any time in order to ensure ongoing functionality and performance. We shall notify you in advance of any planned modifications or maintenance that will restrict or disrupt you access to the Services. Notwithstanding the foregoing, there may be circumstances that prevent us from providing advance notice in order to protect the functionality and performance of the Services and as such, other than as set out herein, we will not be liable if for any reason all of any part of the Services is restricted or unavailable for any time or any period.

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Your Obligations.

  1. In connection with the provision of the Services, you acknowledge and agree that:
  1. You will not use, or permit anyone else to use, the Services for purposes other than the permitted use as set out in these Terms. Without limiting the generality of the foregoing, this includes: (i) “framing”, “mirroring” or otherwise incorporating the Services or any part thereof in any commercial or non-commercial website or platform, (ii) accessing, monitoring or copying any part of the Services using any robot, spider, scraper or other automated means or any manual process, (iii) deep-linking to any portion of the Services, (iv) modifying or attempting to modify any part of the Services, (v) removing any watermarks, labels or other proprietary notices on the Services, (vi) creating a derivative work based on the Services, or decompiling, reverse engineering or otherwise exploiting any part of the Services, (vii) using the Services in any manner that violates the rights of others (including the intellectual property rights of third parties), (viii) posting, publishing or transmitting anything that violates or encourages any conduct that would violate any applicable laws or would give rise to civil or criminal liability, (ix) posting, publishing or transmitting anything that is fraudulent, false, deceptive or misleading, (x) promoting violence, bigotry, harassment, hatred or harm against any individual or group, and (xi) promoting illegal or harmful activities or substances.
  1. You will not commit any act that brings us into public disrepute, scandal or ridicule and use the Services solely for lawful purposes.
  1. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of any User Account information and any Brand Content.
  1. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify us promptly of any such unauthorized access or use.
  1. You will comply with all applicable local, provincial, state, federal or foreign laws in using the Services.
  1. You will comply with all data privacy, data protection and data security laws, including our Privacy Policy, your own privacy policy and any applicable third party’s privacy policy.

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Collection and Protection of Personal Information.

  1. You acknowledge and agree that in our performance of the Services, we may be required to process, transmit and/or store your personal information. By using the Services, you acknowledge that we may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose to perform our obligations to provide you with the Services. You will be responsible as sole Data Controller for complying with all applicable data protection or similar laws.

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Intellectual Property.

  1. The Website, Dashboard and Features and all related intellectual property rights associated with the foregoing, including, not limited to, all applicable rights in patents, copyrights, trade secrets, trademarks, logos, software code, and artwork, and any improvements thereof (whether or not such improvements were created for or with you) (collectively, the “Company IP”) is the exclusive property of creator.co and you have no right, title or interest therein other than a limited non-sublicensable, non-exclusive, revocable, royalty-free license to use the Company IP solely for the purposes of your access to the Services during the Term. Following the Term, any license granted by us to you in connection with the Company IP shall cease.
  1. You shall own and retain ownership of all right, title and interest in and to any intellectual property of data that you upload, submit or transfer to the Dashboard (the “Brand Content”) and we have no right, title or interest therein other than a limited, sublicensable, non-exclusive, revocable, royalty-free licence to use such Brand Content solely for the provision of the Services.
  1. As between you and the Influencers that you engage, you grant such Influencers a limited, non-sublicensable, non-exclusive, revocable, royalty-free license to use the Brand Content for the purposes of undertaking the Campaigns and the Services provided herein.
  1. In connection with the Campaigns, any work created by the Influencers, including, all copyright, trademarks and other intellectual property rights embodied therein, other than the Brand Content (the “Work Product”) shall be exclusively licensed to us by the applicable Influencer. Any analysis, compilation or data that we provide you relating to the Campaign through the provision of the Services (the “Data”), including, without limitation, analysis of reach, engagement, or return on investment, shall be owned exclusively by us. Subject to you having paid, and continuing to pay, all amounts due and owing to us pursuant to these Terms, you will be granted: (i) a limited, non-sublicensable, non-transferable, non-exclusive, revocable, royalty-free licence Term to use, copy, exploit, reproduce, incorporate, display and distribute the Work Product, or any part thereof, in any and all media (the “Brand Content License”) for commercial and non-commercial uses, and (ii) a limited, non-sublicensable, non-transferable, non-exclusive, revocable, royalty-free licence to use the Data, or any part thereof (the “Data License”) for commercial and non-commercial uses. Upon termination of the Term, the Data License shall terminate and the Brand Content License shall continue strictly for non-commercial uses. The Brand Content License shall permit you to use the Influencer’s name, likeness and social media details in any manner that supports the purposes of the Campaign, to the extent such details are contained in the Work Product.

 

Confidentiality.

  1. For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or through other means, which (a) a reasonable person would consider confidential; or (b) is marked “confidential” or “proprietary” or some similar designation by the disclosing party, provided however that Confidential Information shall not include any information that (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (c) is already rightfully in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
  1. The receiving party shall not disclose, transmit, or make available to any entity, person, or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms and the provision of the Services. The receiving party shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, contractors, sub-processors, advisors, agents, and other representatives who require access in order to perform its obligations under these Terms.
  1. The receiving party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body, as long as the receiving party provides the disclosing party (to the extent legally permissible) with prior written notice of the disclosure to permit the disclosing party to seek confidential treatment of that information and limits such disclosure to what is required by law or legal order.

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Disclaimer.

  1. IF YOU CHOSE TO USE AND ACCESS THE SERVICES, YOU DO SO AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, FEATURES, DASHBOARD, WEBSITE AND ANY OTHER SERVICES MADE AVAILABLE BY US OR ANY THIRD PARTY VENDORS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND WE MAKE NO REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES. WE HEREBY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR IMPLIED WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH YOUR USE OF THE SERVICES. WE DO NOT GUARANTEE THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THE DEFECTS WILL BE CORRECT OR THAT THE SERVICES WILL BE SECURE. ALL USAGE OF THE SERVICES IS AT YOUR SOLE RISK.

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Indemnification.

  1. You agree to defend, indemnify and hold harmless creator.co, its affiliates, and their respective directors, officers, representatives and agents, from and against all claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal and accounting fees and disbursements, arising out of or in any way connected with: (i) your violation of these Terms, (ii) your violation of any third party right, including, without limitation, any copyright, property or privacy rights, and (iii) any violation by you of any applicable law. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claim.

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Limitation of liability.

  1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CREATOR.CO HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGE FOR LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF WHETHER THE FOREGOING PROVISIONS ARE HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART, CREATOR.CO’S AGGREGATE LIABILITY ARISING OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (I) USD$100 (OR THE EQUIVALENT IN LOCAL CURRENCY), OR (II) THE AGGREGATE PLAN FEES PAID FOR BY YOU DURING THE PREVIOUS TWELVE MONTHS. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

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Claim Period.

  1. No action, regardless of form, arising from these Terms may be brought by either party more than two years after the cause of action has accrued, except that an action for non-payment of any amounts payable to us may be brought at any time.

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Marketing.

  1. We may, upon you creating a User Account and agreeing to these Terms, display your name and such other information as we may determine, in our sole discretion, on the Website and in our customer lists for the sole purposes of marketing. Unless to provide us with notice to the contrary, you hereby authorize such use and provide, to the extent required, an irrevocable royalty-free license to display your name, logo and such other reasonable information as we may determine, solely for the purposes of marketing.

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Links and other Providers.

  1. The Website, the Dashboard and any Features that you access may, from time to time, contain links to third-party websites, may require you to use third-party providers, including our third-party payment processing partner, or may require you to connect your social media accounts. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability in connection with such third-party websites or third-party providers. Any content or use of such third-party websites or third-party providers shall be at your sole risk and may be subject to additional terms, conditions and privacy policies of such third-party website or third-party provider.

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Force Majeure.

  1. In no event will we be held responsible for any delay or failure in performance under these Terms to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, inability to obtain delivery of parts, supplies, labour conditions, earthquakes, acts of terrorism or war, Internet or telecommunications failure or any other cause beyond our reasonable control. In the event a force majeure event affecting us continues for a period of longer than 30 days, we shall have the right, at our sole discretion, to terminate the Term and your access to the Services, effective as of the date specified in such notice.

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Entire Agreement.

  1. These Terms and any reference to other documents contained herein, contain the entire agreement between you and us regarding your use and access to the Services. These Terms shall benefit and bind our and your successors and permitted assigns. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. No failure or delay by either party in exercising any right under this Terms will constitute a waiver of that right.

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Choice of Law.

  1. Any and all claims or disputes arising out of or relating to these Terms (a “Dispute”) shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to any principles of conflicts of law that would require the application of the laws of another jurisdiction.

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Dispute Resolution.

  1. You and we agree and accept that we both benefit from establishing a predictable legal mechanism in regard to these Terms and therefore you and we explicitly agree that any Dispute relating to these Terms shall be governed by the applicable laws set forth above in accordance with these Terms to the exclusion of the laws of any other jurisdiction, regardless of your residence or location. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
  1. Prior to commencing legal proceedings, you and we agree to try and resolve any Dispute informally. If you have a Dispute, you may contact us through the Platform or by email. We will make every effort to respond to your notice of the Dispute within 30 days of submission. You should ensure that you provide full and frank disclosure of all pertinent information related to the Dispute. We will endeavour to respond to your notice within 60 days of receipt.
  1. Except where prohibited by applicable law, any unresolved Dispute will be referred to and finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre (“VanIAC”) in accordance with its rules in effect at the time of the arbitration, including, if applicable, any expedited rules in effect at the time of the arbitration. The arbitration shall be determined by a single arbitrator either mutually agreed to by the parties to the Dispute, or where no agreement is reached within 10 days of suggestions, by VanIAC. The arbitration shall be determined within 60 days of the arbitrator being appointed and shall take place in Vancouver, British Columbia in the English language. The arbitrator will have the right to determine issues he or she deems necessary, including, but not limited to, how the costs of the arbitration should be borne, the manner in which the arbitration proceeds, the nature of the evidence required, and the appropriateness of conducting the arbitration remotely via videoconference. The arbitrator’s decision shall be binding and final, with no right of appeal. For the purposes of these Terms, the foregoing shall be deemed to be an arbitration agreement between us. You may opt out of this arbitration agreement as set forth herein by providing us with written notice within 30 days of you commencing using any or all of the Services.
  1. To the extent that arbitration as described above is prohibited by applicable law, or you opt out of the arbitration provisions in accordance with these Terms, you agree that all Disputes will be heard and resolved in a court of competent jurisdiction located in Vancouver, British Columbia. You consent to the personal jurisdiction of such courts over you in connection with such Dispute, agree to the fairness and convenience of such courts and covenant not to asset any objection to proceeding in such courts.
  1. Notwithstanding the dispute resolution provisions provided herein, nothing shall prevent either party from seek urgent equitable relief (including injunctive or interim measures) in a court of competent jurisdiction to protect its intellectual property or confidential information.
  1. Unless otherwise prohibited, you and we agree that each may bring claims against the other only on an individual capacity and not as a plaintiff or class member in any purported class or representative action. You and we also agreement that under no circumstances will either party have the right to request that a jury decide on the merits of any Dispute. You expressly waive any and all rights to a jury trial and be part of any class or representative action.

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Relationship of the Parties.

  1. Your relationship with us is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.

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Modifications.

  1. Except where prohibited under applicable law, we reserve the right in our discretion to modify, update or replace these Terms or the Platform at any time, whether permanently or temporarily, without prior notice. Nothing herein will in any way be deemed to be a guarantee that you will at all times have access to the Platform. If we do modify these Terms, we will post such modification on the Platform, and once posted, the updated Terms will from that point govern your relationship with us and the Influencers. By continuing to access the Platform after any modifications to these Terms have been posted, it will be deemed to be your acceptance of the modifications and such updated Terms shall thereafter apply to your access and use of the Platform.

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Questions.

  1. If you have any questions about these Terms, please reach out to us at legal@creator.co.

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