- This Creator Agreement (the “Agreement”) govern your access to and use of: (i) the creator.co website located at https://creator.co (the “Website”), (ii) the creator.co online social marketplace enabling consumer product owners (each, a “Brand”) to reach persons offering to create promotional online media content for dissemination on such persons’ social media network (each, an “Creator”), and (iii) all other services provided by creator.co, as described on the Website (collectively, the “Platform”).
- This Agreement forms an agreement between creator.co Ltd., a company incorporated pursuant to the laws of British Columbia, Canada, having its principal office at Suite 420, 75 Granville Street, Vancouver, British Columbia, Canada (“creator.co”, the “Company”, “us”, “we” and “our”) and you, or, if you represent an entity or other organization, that entity or organization (“you”, “your” and “Creator”).
- Please carefully read this agreement. By accepting this agreement or accessing or using the platform, you acknowledge having reach, understood and agreeing to be bound by this agreement as of the date on which you first sign up, otherwise accept this agreement, or access or use the platform (the “Effective Date”). This agreement includes a class action waiver and an arbitration clause. it affects how disputes are resolved. If you do not accept or agree to be bound by and comply with this agreement, please do not accept or use the platform. If you are accessing or using the platform on behalf of another person or corporate entity, you represent and warrant that you have the authority to bind such person or entity to this agreement.
MODIFICATION OF THIS AGREEMENT AND PLATFORM
- Except where prohibited by applicable law, we reserve the right, at our sole discretion, to modify or discontinue, temporarily or permanently, the Website, the Platform or to modify this Agreement at any time, from time to time, without prior notice. If we modify this Agreement, we will post the modification on the Website. Modifications to this Agreement will automatically take effect on posting. Your continued access to or use of the Platform after any changes to this Agreement shall be deemed to be your acceptance of such changes. It is your responsibility to review the Website regularly. If the modified Agreement is not acceptable to you, your only recourse if to cease accessing or using the Platform.
- As a condition of your use of the Platform, you warrant and represent that: (i) you have reached the age of majority in your jurisdiction of residence, (ii) if applicable, if you are under the age of majority in your jurisdiction of residence, you have your parents’ or guardian’s prior permission to access or use the Platform, (iii) you possess the legal authority to create a binding legal obligation; (iv) you shall only use the Platform in accordance with this Agreement, and (v) all information supplied by you on the Platform is true, accurate, current and complete.
- If a parent or guardian is providing you with permission to access or use the Platform, such parent or guardian agrees to accept full responsibility for your access or use of the Platform and agrees to be bound by this Agreement on behalf of you, as if such parent or guardian has entered into this Agreement on their own accord.
- We reserve the right in our sole discretion to immediately terminate your access to the Platform should we have reason to believe that you are not eligible to access or use the Platform.
- Subject to the terms of this Agreement, we grant you a personal, limited, revocable, non-exclusive and non-transferrable licence during the Term to permit you to access and use the Platform in accordance with the terms of this Agreement. Any costs associated with accessing and using the Platform generally remains your responsibility. You are responsible for ensuring that your computer system or mobile device is compatible with the Platform and meets all relevant technical specifications necessary to obtain the benefit of the Platform.
- To access and use the Platform, you must register an account (a “User Account”). We offer two ways on the Site to create a User Account – either through direct registration using an email address, or registration via third party social networking sites.
- Direct Registration: To create a User Account by using your email address, follow the prompts on the Website. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your User Account.
- Registration via Third Party Service Providers: As a Creator, you may also create a User Account via certain third party social networking sites (including, but not limited to, Facebook, Instagram, Twitter) (each a “Third Party Service Provider”) by following the prompts on the Site. You represent and warrant to us that you are entitled to disclose your Third Party Service Provider account login information to us and to grant us access to your Third Party Service Provider account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Service Provider account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such Third Party Service Provider. You acknowledge and agree that by granting us with access to your Third Party Service Provider account, we may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible that you have provided to and/or stored on or in your Third Party Service Provider account.
- Linking Third Party Service Provider After Registration: Whichever way you first create a User Account, you will be thereafter required to link your Third Party Service Provider account, by either (i) providing your Third Party Service Provider login information through the Platform; or (ii) expressly authorizing us to access your Third Party Service Provider account, as is permitted under the applicable terms and conditions of each Third Party Service Provider. You represent and warrant that you are entitled to disclose your Third Party Service Provider login information to us and/or grant us access to your Third Party Service Provider account. By granting us access to your Third Party Service Provider account information, you understand and agree that we may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible that you have provided to and/or stored on or in your Third Party Service Provider account. You have the ability to disable the connection between your User Account and the Third Party Service Provider at any time by accessing the “My Profile” section. Please note that by disabling or disconnecting the Third Party Service Provider from your User Account, some or all of the features of the Platform available to you may no longer be available. We reserve the right in our absolute discretion as to which Third Party Service Provider may be required to be linked to your User Account.
- Please note that your relationship with the third party service provider associated with the User Account is governed solely by your agreement(s) with such third party service provider and we disclaim any liability for personally identifiable information that may be provided to it by such third party service provider in violation of the privacy settings that you have set in such third party service providers.
USER ACCOUNT PROFILES
- Upon creation of your User Account, and subject to the terms of this Agreement, you will have access to the Platform.
- Registered users may create a public profile listing, and contribute additional content visible to other users. You understand and agree that the placement or ranking of your profile on the Platform may depend on a variety of factors, including, but not limited to, ratings, ShoutOut Score, interests, Influence preferences and Brand preferences. You acknowledge and agree that you are solely responsible for any and all content that you post on your profile.
- You acknowledge and agree that certain features of the Platform may not be available to you if your profile has not been completed and as such, we may require you to complete and update certain information on your profile in order to access these features.
CAMPAIGN HUB AND CAMPAIGNS
- The Platform provides an online social marketplace that enables Brands and Creators to enter into an agreement in which Creators will agree to promote the Brand’s products and/or services (each, a “ShoutOut Campaign”), in exchange for receiving products and/or services (the “Compensation”).
- Eligibility in respect of each ShoutOut Campaign is subject to each Brand’s requirements, including, but not limited to, your reach, your engagement, your interests and your location (collectively, the “ShoutOut Requirements”). It is your sole responsibility to ensure that you meet the ShoutOut Requirements listed in each ShoutOut Campaign. In the event you fail to meet the ShoutOut Requirements, you may be liable to reimburse the Brand in accordance with terms of this Agreement.
- If you wish to enter into a ShoutOut Campaign, you may do so by following the prompts on the Platform. In the event you do not meet the ShoutOut Requirements, or if your profile is not complete, you will not be able to enter into a ShoutOut Campaign and you may be asked to update your profile. If, after updating your profile, you still do not meet the ShoutOut Requirements, you will not be able to enter into such ShoutOut Campaign until such time as you meet the ShoutOut Requirements.
- Details of any Compensation offered to you in exchange for your promotion of such product or service will be outlined in each ShoutOut Campaign. You acknowledge and agree that you are not entitled to any other form of compensation, monetary or otherwise, from us or a Brand, except the Compensation as outlined in the ShoutOut Campaign.
- Once you have entered into a ShoutOut Campaign and added it to your checkout, you will be asked to provide us, or our payment processing partner(s), with a valid and current credit card. You irrevocably authorize us, or our agents, to place a hold on your credit card in the amount equivalent to the monetary value of each product or service provided to you. No charges and no funds will be deducted until we have notified you in advance that you have failed to meet the ShoutOut Requirements. Details of the amount of the hold can be found in each ShoutOut Campaign.
- Once you have completed your checkout, you will receive an email from us with details of the ShoutOut Requirements required to be met by you and how you may receive the products and services. It is your responsibility to ensure that you check your emails regularly so that you do not miss any of our emails. If you do not receive the product or service, or if the product or service you receive is defective, you are responsible for notifying us immediately so that we can make arrangements for the product or service to be returned to the Brand or for a replacement product or service to be sent to you.
- If you fail to meet any or all of the ShoutOut Requirements as specified in the ShoutOut Campaign, and any subsequent email, you irrevocably authorize us and our agents, on behalf of a Brand, to charge your credit card the amount equivalent to the monetary value of each product or service provided to you. We reserve the absolute right to determine whether you have met the ShoutOut Requirements.
- PLEASE NOTE THAT THE PLATFORM PROVIDES AN ONLINE SOCIAL MARKETPLACE THROUGH WHICH BRANDS MAY POST REQUESTS FOR INTERESTED CREATORS, CREATORS MAY ENTER RESPOND TO THE BRANDS AND THE CREATOR AND BRANDS MAY ENTER INTO AGREEMENTS IN THE FORM OF SHOUTOUT CAMPAIGNS. YOU UNDERSTAND AND AGREE THAT WE ARE NOT A PARTY TO ANY SHOUTOUT CAMPAIGNS OR AGREEMENTS ENTERED INTO BETWEEN CREATORS AND BRANDS. WE HAVE NO CONTROL OVER THE CONDUCT OF BRANDS, CREATORS, AND OTHER USERS OF THE PLATFORM, AND DISCLAIMS ALL AND ALL LIABILITY TO THE MAXIMUM EXTENT PERMISSIBLE RELATED TO ANY AND ALL BRAND OR CREATOR POSTED INFORMATION (INCLUDING COMPLIANCE WITH APPLICABLE LAWS) AND ANY AND ALL LIABILITY TO THE MAXIMUM EXTENT PERMISSIBLE RELATED TO ANY PRODUCT OR SERVICE RECEIVED BY YOU AS COMPENSATION FOR THE SHOUTOUT CAMPAIGN. YOU ACKNOWLEDGE AND AGREE THAT, BY AGREEMENT BETWEEN A BRAND AND CREATOR WILL BE MADE OR ACCEPTED AT THE USER’S OWN RISK.
- This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the terms of this Agreement.
- You shall not, without our prior written permission, use the Platform for purposes other than the permitted use as outlined in this Agreement. Without limiting the foregoing, you shall not, and shall not permit anyone else to:
- “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website;
- Access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- Violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
- Take any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on the Platform;
- Deep-link to any portion of the Platform for any purpose;
- Remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices including in any ShoutOut Campaign or the Platform;
- Modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any part thereof, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform;
- Use the Platform as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable ShoutOut Campaign and only in the exact manner as specified and enabled therein;
- Attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect the Platform;
- Copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, licence or circulate in any form any part of the Platform;
- Create derivative works based on the Platform, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;
- Use the Platform in any manner that violates the rights (including, but not limited to, intellectual property rights) of any third party;
- Upload to or transmit through the Platform or as part of a ShoutOut Campaign, any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations in your respective jurisdiction, in each case determined by use at our sole discretion; and
- Post, upload, publish, submit or transmit any Work Product that:
- Infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights;
- Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- Is fraudulent, false, misleading or deceptive;
- Promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- Is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
- Promotes illegal or harmful activities or substances.
- You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Work Product. We reserve the right to terminate your access to the Platform immediately in the event of a breach of the foregoing.
REPRESENTATIONS AND WARRANTIES
- You represent and warrant to us that:
- You have the right to assign the Work to us as set for in this Agreement;
- The Work Product will be original and will not infringe upon any copyright, patent, trademark, right of publicity, or any other proprietary or other right of any person, whether contractual, statutory or common law;
- You will not commit any act which brings us or a Brand into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community to which the Work Product is directed, or which might tend to harm us or a Brand’s products or services, including, without limitation, disparaging us, a Brand and their products and services;
- You will carry out any and all of your obligations with respect to a ShoutOut Campaign;
- Your statements, and any Work Product, will be true and accurately reflect your honest opinion and experience;
- You agree that time if of the essence with respect to this Agreement and any deadlines outlined in the ShoutOut Campaign;
- You will not contact or solicit directly from any Brand any form of compensation other than the Compensation provided for herein;
- You will not boost, manipulate or otherwise fabricate any engagement metrics of any Third Party Service Provider accounts;
- You will comply with all applicable federal, state, provincial and local laws, regulations, administrative guidelines, orders and ordinances, including, without limitation, any disclosures required to be made in accordance with the FTC Endorsement and Testimonial Guidelines, if applicable to you. You should review the details of the FTC Endorsement and Testimonial Guidelines if applicable to you;
- You are solely responsible, and will file, on a timely basis, all tax returns, payments, taxes, levies, duties and all other payments required to be filed with, or made, to, any federal, state, provincial or local tax authority with respect to the receipt of the Compensation under this Agreement; and
- You will not use the Platform for any purpose or in any manner other than expressly provided in this Agreement or is unlawful or prohibited by this Agreement.
- We may terminate your access to and use of the Platform, at our sole discretion, at any time and without notice to you. You may cancel your User Account at any time by contacting us or following the prompts on the Website. Please note that if your User Account is cancelled for whatever reason, we have no obligation to delete or return to you any content you have posted on the Platform.
- Upon any termination, discontinuance or cancellation of your User Account, all provision of this Agreement which by their nature should survive, including, without limitation, ownership provisions, warranty disclaimers, limitation of liability and dispute resolution provisions.
- Without limiting our right to terminate this Agreement and your access to the Platform, we may also suspend your access to your User Account and the Platform, with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any conduct deemed by us to be inappropriate or detrimental to the Platform, us, any other user, Creator or Brand.
- The Platform and all related intellectual property rights are the exclusive property of creator.co. All right, title and interest in and to the Platform, any modifications, improvements, translations, or derivatives thereof, even if unauthorised, and all applicable rights in patents, copyrights, trade secrets, trademarks, trade names, logos, software code, artwork, phrases and all other intellectual property rights in and to the Platform remain exclusively with creator.co, including any modifications or improvements made thereto during the Term at the suggestion of, or with input from you. The Platform is valuable, proprietary, and unique, and you agree to be bound by and observe the proprietary nature of the Platform. All rights not granted to you in this Agreement are reserved by creator.co. No ownership of the Platform passes to you. Except as provided otherwise expressly provided, creator.co grants no express or implied right under creator.co’s patents, copyrights, trademarks, or other intellectual property rights.
- In consideration for your use of the Platform and the Compensation provided to you, and except as otherwise provided in a ShoutOut Campaign, all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by you pursuant to the ShoutOut Campaign in any media and on any Third Party Service Provider, including but not limited to, copyrights, trademarks and other intellectual property rights embodied therein (collectively “Work Product”) are owned by, and you hereby irrevocably grant and assign all of your right, title and interest in and to the foregoing to, creator.co. We may license or assign the Work Product therein or related thereto to a Brand. You acknowledge and agree that the foregoing rights are intended to permit creator.co to pass on certain rights to a Brand paying for the Work Product. Notwithstanding the foregoing, and without limiting creator.co’s ownership of the Work Product, you give creator.co an irrevocable, sublicensable, perpetual, transferrable, royalty free, worldwide right and permission to use any of the Work Product, or other video, photo, image, written or verbal content you share or provide in any way related to your use of the Platform in any manner, in whole or in part including any derivative works derived thereof, and for any purpose in any and all media, including, without limitation, the Website, the Platform, social media, any advertising materials, publications, marking materials, and/or presentations, and in any and all other media, in perpetuity. Subject to your compliance with this Agreement, as owner of the Work Product, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable licence to display the Work Product.
- The Site and Platform may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us. You acknowledge and agree that it is your sole responsibly for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
- The downloading, viewing and use of the Platform is done at your risk. We cannot and do not guarantee or warrant that the Platform is compatible with your computer system or that the Platform, or any links from the Platform, shall be free of viruses, works, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are solely responsible for implementing safeguards to protect the security and integrity of your computer system, and you are solely responsible for the entire costs of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.
- IF YOU CHOOSE TO USE THE PLATFORM, YOU DO SO AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, FEATURES, SOFTWARE, WEBSITE AND OTHER SERVICES MADE AVAILABLE BY creator.co OR ANY THIRD PARTY VENDORS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND NEITHER creator.co, ITS PARENT COMPANY, NOR THEIR AFFILIATES AND SUBSIDIARIES MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PLATFORM. creator.co, ITS PARENT COMPANY, AND THEIR AFFILIATES AND SUBSIDIARIES 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 THE PLATFORM. creator.co SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, WHERE THE DELAY OR FAILURE RESULTS FROM A FORCE MAJEURE EVENT OR SUCH OTHER CAUSE BEYOND creator.co’S CONTROL, INCLUDING WITHOUT LIMITATION, ANY MECHANICAL, ELECTRICAL, COMMUNICATIONS OR THIRD-PARTY SUPPLIER, INCLUDING GODADDY.COM, LLC. creator.co CANNOT GUARANTEE THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED AND ERROR-FREE, THE DEFECTS WILL BE CORRECTED AND THAT THE PLATFORM WILL BE SECURE. YOU AGREE THAT YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK.
- You agree to release, defend, indemnify, and hold creator.co, and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against all claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access or use of the Website, (ii) your access and use of the Platform, (iii) your violation of this Agreement, (iv) the Work Product, (v) your violation of any third party right, including, without limitation, any copyright, property or privacy rights, (vii) any violation of any applicable laws, rules or regulations, or (vii) any claim that your use of the Platform caused damage to a third party. creator.co will have the right to control all defence and settlement activities.
LIMITATION OF LIABILITY
- YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND SE OF THE WEBSITE AND PLATFORM REMAINS WITH YOU. creator.co, ITS PARENT COMPANY, AND THEIR AFFILIATES AND SUBSIDIARIES SHALL NOT BE LIABLE TO YOU IN ANY WAY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE LOSSES (EVEN IF creator.co HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE OR ACCESS THE PLATFORM OR ANY PART OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF ANY FORCE MAJEURE, SUCH AS LOSS OF TELECOMMUNICATIONS, ETC.); (B) THE COST OF PROCUREMENT OF A SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY FOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION; (D) ANY PRICE CHANGE, SUSPENSION OR TERMINATION OF THE PLATFORM AND YOUR ACCESS TO IT, WHETHER IN WHOLE OR IN PART; (E) ANY LOSS OF YOUR INFORMATION; (F) ANY MODIFICATION TO THE PLATFORM OR THE SERVICES AS A WHOLE; OR (G) ANY OTHER MATTER RELATING TO YOUR USE OF THE PLATFORM. PARTIES ENGAGING IN SHOUTOUT CAMPAIGNS AND BRANDS ENGAGING YOUR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF creator.co. creator.co IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY BUSINESS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY PRODUCTS OR SERVICES THAT YOU MAY RECEIVE AS PART OF A SHOUTOUT CAMPAIGN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM. TO THE EXTENT THE FOREGOING LIMITATION DOES NOT APPLY, OR IN THE EVENT THIS PROVISION IS HELD TO BE UNENFORCEABLE, IN WHOLE OR IN PART, BY A COURT OF COMPETENT JURISDICTION, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY ON THE PART OF creator.co UNDER THIS AGREEMENT (INCLUDING FOR BREACH OF ANY PROVISION HEREOF, FUNDAMENTAL BREACH OR ANY OTHER BREACH GIVING RISE TO LIABILITY OR ARISING OUR OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM IN ANY OTHER WAY), FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EXCEED TEN CANADIAN DOLLARS ($10), OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
- We may, upon you entering into this Agreement, display your name and such other information as we may determine, in our sole discretion, on the Website and in our customer lists. In addition, you agree to provide us a reasonable number of reference calls as requested by us, subject to reasonable advance notice provided to you by us.
- Neither party shall be held responsible for any delay or failure in performance under this Agreement 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 its control and without the fault or negligence of the delayed or nonperforming party. In the event that a force majeure event affecting a party continues for a period of longer than thirty (30) days, we may, at its option, be entitled to terminate this Agreement as of the date specified in written notice to you to that effect.
- This Agreement and any reference to other documents contained herein, contain the entire agreement between you and us regarding the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted and no other terms or conditions issued by either party including without limitation any terms set forth in a purchase order, shall be binding on the parties.
- This Agreement shall bind and enure to the benefit of the parties and their respective successors and permitted assigns. You may not assign this Agreement to a third party.
- Any and all claim, disputes or controversies arising out of or relating to this Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and Canada, without reference to conflict of laws.
- In the event of a claim, dispute or controversy arising out of or relating to this Agreement, including, but not limited to the breach, termination, suspension, interpretation or validity of this Agreement, the parties shall first attempt in good faith to resolve the claim, dispute or controversy amicably through negotiation.
- In the event of a claim, dispute or controversy arising out of an agreement between you and a Brand, we shall use reasonable efforts to assist in the resolution of the claim, dispute or controversy, notwithstanding the fact that we are not liable in any way whatsoever in respect of any agreement between you and a Brand.
- In the event that negotiations are unsuccessful, any claim, dispute or controversy arising out of or relating to this Agreement shall be settled exclusively by binding arbitration in accordance with the Commercial Arbitration Act (British Columbia) through a single arbitrator, mutually agreed. Where no single arbitrator is mutually agreed, the arbitrator will be appointed by a judge of the Supreme Court of British Columbia on the application of either party on notice to the other party. No arbitrator will be appointed unless he or she agrees in writing to be bound by the terms of this arbitration provision. The arbitration shall take place in Vancouver, British Columbia, Canada, in accordance with the BCICAC rules then in effect, and judgment upon any award rendered in such arbitration will be final and binding and may be entered in any court having jurisdiction thereof, and there will be no appeal of any such award or determination on any grounds, except as permitted under the Arbitration Act. The fees of the arbitrator shall be paid equally by those Parties party to the arbitration, unless otherwise decided by the arbitrator. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney’s fees. The language to be used in the arbitration will be English. The arbitrator will have the right to determine all questions of law and jurisdiction, including questions as to whether a dispute is arbitrable, and will have the right to grant legal and equitable relief including injunctive relief and the right to grant permanent and interim injunctive relief, and final and interim damages awards. The parties will take all reasonable action as is necessary or desirable to ensure that there be a speedy resolution to any dispute, and the arbitrator will conduct the arbitration of the dispute with a view to making a determination and order as soon as possible. All arbitration proceedings will be conducted in strict confidence and there will be no disclosure to any person of the existence or any aspect of the dispute, except as is necessary under applicable laws. All matters relating to, all evidence presented to, all submissions made in the course of and all documents produced in accordance with an arbitration under this section, will be kept confidential and will not be disclosed to any person without the prior written consent of the parties, except as required by applicable law.
- YOU ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDINGS. FURTHERMORE, EACH OF THE PARTIES AGREES THAT UNLESS OTHERWISE AGREED IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSONS CLAIM, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDINGS.
NO CLASS ACTIONS
- YOU AGREE THAT YOU MAY ONLY BRING CLAIMS AGAINST US IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPOSED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU ACKNOWLEDGE AND ACCEPT THAT UNLESS THE PARTIES AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSONS CLAIM, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
RELATIONSHIP OF THE PARTIES
- Your relationship with us is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. You are not authorized to make any representation, contract, or commitment on behalf of us or a Brand, unless specifically requested or authorized in writing to do so. You are solely responsible, and will file, on a timely basis, all tax returns, payments, taxes, levies, duties and all other payments required to be filed with, or made, to, any federal, state, provincial or local tax authority with respect to the receipt of the Compensation under this Agreement and will hold us and any Brand harmless from and against any and all tax liability associates with your use of the Platform and any Compensation you may receive. No part of your Compensation will be subject to withholding by us for any and all taxes that may be incurred.
- No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
- If for any reason a court of competent jurisdiction finds that any provision of this Agreement invalid or unenforceable, that provision will be read down and amended so as to be enforceable, valid and legal to the maximum extent permissible and the remaining provisions of this Agreement will remain in effect. If this is not possible, the provision (or where possible, the offended part) is to be severed from this Agreement without effecting the enforceability, validity and legality of the remaining provisions.
- Please contact us at firstname.lastname@example.org to report any violations of this Agreement or to ask any questions regarding this Agreement or the Platform.