We strongly believe that all influencer activities should be transparent and put consumers first. CAPSSION expects that all users comply with the laws and regulations relating to influencer marketing. This means that all pieces of content which are being facilitated through CAPSSION should be transparent and labeled with appropriate disclosures, such as #ad.

BE OPEN: This platform is for Influencers: you may not know them, but rest assured their followers do. We believe accessing countless pockets of influence is far more meaningful than a large celebrity endorsement. BE RESPONSIVE: Respond to each request made by influencers quickly and send your offer in a timely manner, this will prevent Influencers from having a negative experience with your brand. BE BRAVE: Resist the urge to micro-manage. Everything from bad grammar to shaky footage makes up a unique dialect an Influencer has crafted with their community over hundreds (if not thousands) of posts. If you change the language, you’ll change the response. BE AWARE: Feel free to share an Influencer's post within the same social platform, however content cannot be used in any additional or other marketing material, nor should it be used outside of the original platform without getting their additional approval. BE TRANSPARENT: Be aware of the need to be transparent when engaging with influencers, and the requirement to label influencer posts with #ad.

BE TRANSPARENT: Keep up to speed with the latest developments and best practices on how to label your posts in a transparent way to show that it is paid for by the brand. Don’t try to hide the fact that it is sponsored; both you and the brand will lose credibility if you do. BE MINDFUL: Only collaborate with brands that are in line with your editorial line and your community. BE GENEROUS: Publication must stay on your platform for at least 30 days. BE GENUINE: We work exclusively with Influencers who’ve organically grown their audience. If you’re misrepresenting the size of your audience or engagement in your content, we reserve the right to terminate your CAPSSION account.

Introduction 1. The Capssion Platform is owned and operated by Capssion Limited. By using the Capssion Platform, you agree to accept these Capssion Platform Terms of Use (“Terms of Use”) and the Capssion Guidelines. 2. Capssion has created the Capssion Platform to allow Brands and Creators to interact, form relationships, buy and sell Paid Content, and create and distribute sponsored Posts through the Creator’s Channels (Twitter, Instagram and/or Facebook), with facilitation, support, control and direction provided by Capssion and in accordance with these Terms of Use. In these Terms of Use, Brands and Creators are collectively and individually referred to as “you” as the context requires. 3. The Capssion Platform allows Brands to create various types of Influencer Marketing Campaigns (Gifting, Reward, Sponsored or Event) as well as Content Only Campaigns via the Campaign Builder, which are then shared with Creators via the Apps. Creators using the Apps can respond to a Campaign brief by applying to participate. Brands can accept or decline any Applications made by Creators. For a Creator participating in a Campaign, the Brand will give, and the Creator will earn, compensation (monetary or non monetary) when: in relation to a Gifting Influencer Marketing Campaign, the Creator takes part in the Campaign; or in relation to other types of Influencer Marketing Campaigns, the Creator takes part in the Campaign and / or the Post is published to the Creator’s Community via his or her Channels, as selected; or in relation to a Content Only Campaign, the Brand approves Paid Content submitted by the Creator and acquires rights to use that Paid Content in accordance with a Rights Licence. 4. Capssion also provides to Brands a range of manual and automated services to facilitate the development, conduct and evaluation of Campaigns, both through the operation of the Capssion Platform and by way of Capssion Services agreed between Capssion and a Brand from time to time. 5. Your access to and use of the Capssion Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the Capssion Platform, you agree to be bound by these Terms of Use, and these Terms of Use apply to all transactions conducted through the Capssion Platform. If you do not wish to be bound by these Terms of Use, do not use the Capssion Platform. Terms for Creators 6. Paragraphs 7 to 50 apply only to Creators participating in the Capssion Platform and, along with paragraphs 1 to 5 and 97 to 142, govern use by Creators of the Capssion Platform. REGISTRATION OF CREATOR ACCOUNT 7. To register an account to use the Apps as a social media Creator (“Creator Account”), an individual must download the Apps and sign in to the Apps with their Facebook, Instagram and/or Twitter accounts in the manner specified in the Apps and these Terms of Use (including paragraphs 98 and 99). 8. In order to be able to submit Posts to Campaigns, you must connect your account to your Instagram account, Facebook page, Twitter account and/or TikTok account. CREATOR ELIGIBILITY 9. Any person over the age of 18 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register a Creator Account, but in order to participate in any Campaigns and earn compensation as a Creator via the Capssion Platform, you must meet the following minimum standards: you must be eligible to use each of the social media platforms through which you sign in to the Apps (under the relevant platform's prevailing terms and conditions); you must have at least 1000 followers on any of the Channels that you use to sign in to the Apps, or you must submit an application and be approved by Capssion to participate in Content Only Campaigns; each of those Channels must be public (viewable by anyone); and those Channels may not contain content that is contrary to these Terms of Use or to the terms of use of the relevant social media platform. 10. If you do not meet the minimum standards in paragraph 9, you may not be able to participate in Campaigns or access the full functionality of the Apps. 11. You must not misrepresent the size of your audience or your numbers of followers or level of engagement. You must have obtained your followers organically and not through unethical or unsportsmanlike behaviour such as (but not limited to) purchasing or fabricating followers, likes or engagement. SUBMISSION OF CONTENT FOR A CAMPAIGN 12. You are responsible for reviewing all of the information about a Campaign provided in the Apps or by Capssion and for verifying the suitability for you of submitting Content to, or otherwise participating in, any Campaign. 13. You acknowledge that: a Brand may, in its sole discretion, arrange to send you a sample product, but the Brand is under no obligation to do so even if you request it to do so unless such an arrangement is agreed and approved by Capssion upfront as part of the Campaign information; Capssion will not be responsible or liable in any way for late delivery or non-arrival of any products sent to you from a Brand, and you are responsible for ensuring your address for delivery is accurate; and if you choose to purchase a product of a Brand, there is no guarantee that you will be reimbursed by the Brand. 14. Each Post or Paid Content that you upload to the Apps, submit to a Brand for approval, or publish to a Channel via the Capssion Platform must adhere to the requirements contained in these Terms of Use, the Capssion Guidelines and any additional requirements imposed by Capssion or the Brand as part of a Campaign and advised to you prior to or at the time of submitting the Post or Paid Content for approval. 15. You acknowledge and agree that Capssion is not obliged to submit any Post or Paid Content that you upload to the Apps to the Brand. Posts and Paid Content that do not comply with paragraph 14 or that Capssion otherwise considers unsuitable for the Campaign may be made inaccessible by the Brand and/or removed from the Capssion Platform at Capssion’s absolute discretion (whether or not they have been submitted to, or reviewed or approved by, the Brand). 16. You acknowledge and agree that Capssion is entitled to intercept, review and moderate Posts or Paid Content that you upload to the Apps, provide feedback and direction to you in relation to the Content you submit, and approve or withhold approval of the Content on behalf of the relevant Brand. 17. You must clearly disclose in each sponsored Post your relationship with the Brand. Capssion requires that you make such disclosures in such a way that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between you and the Brand. This may be achieved through the prominent use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels. Capssion will monitor your disclosure practices in relation to particular Posts and may do so in relation to your Channels generally, and may require greater levels of disclosure (at Capssion’s sole discretion) in particular Posts or across your Channels generally. If you do not agree to the required levels of disclosure, you may be removed from the Capssion Platform. If you are in the USA, you should have regard to the Federal Trade Commission’s Endorsement Guides available at: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. 18. You warrant, in respect of each Post and Paid Content you upload to the Apps, submit to a Brand for approval, or publish to a Channel via the Capssion Platform, that: you are aged over 18 years, or are aged over 13 years and have your parent or legal guardian’s consent; if you are aged over 18 years and the Post or Paid Content features children aged 18 years or younger, you are the parent or legal guardian of those children; if you are aged 13 years to 18 years, the Post or Paid Content does not feature other children aged 18 years or younger; you own the Intellectual Property Rights in the relevant Post (other than any Third Party Material disclosed under paragraph (j)) and have all necessary rights to license the Post to Capssion and the Brand or to sell the Paid Content to Capssion for use by Capssion, the Brand or any other third party (as applicable), in the manner set out in these Terms of Use; the 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; any and all opinions and views stated in the Post or Paid Content are genuinely held by you; any and all statements in the 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 Capssion if your opinion of the Brand changes from that which you have expressed in the Post or Paid Content; the 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; other than any Third Party Material disclosed under paragraph (j), the 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; if the Post or Paid Content includes any Third Party Material (including music or personality/talent rights), you have procured all necessary licences, consents and permissions to include that Third Party Material in the Post or Paid Content, and for Capssion, the Brand and any other third party to use that Post or Paid Content in accordance with these Terms of Use, and all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to Capssion and the Brand; if you are a member of any guild, union or industrial organisation, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from, in relation to the Post or Paid Content, adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest; if the Post or Paid Content contains images or references to third parties or third party property (other than any Third Party Material disclosed under paragraph (j)), the third party (or third party property owner) has been informed and agrees in writing that such images, property or references may be included in the Post or Paid Content and used by Capssion, the Brand or any other third party in accordance with these Terms of Use without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting Capssion, the Brand or any other third party in any media and in perpetuity and neither you, Capssion nor the Brand needs to obtain any licenses from any third party or pay royalties to any third party with respect to the Post or Paid Content or such use of the Post or Paid Content; and 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 Capssion 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. 19. Nothing in these Terms of Use grants you any ownership of, or other rights in, the Intellectual Property Rights of the Brand. 20. Nothing in these Terms of Use requires a Brand to make use of any of the rights that you grant to the Brand under these Terms of Use. INFLUENCER MARKETING CAMPAIGNS – PUBLICATION OF POSTS 21. For Sponsored Campaigns, unless otherwise specified, once a Post has been approved by Capssion or the Brand, you are required to publish the Post to your relevant Channel through the Apps in the manner required within 48 hours of the Post being approved (unless Capssion or the Brand stipulates a different timeline). For Gifting, Event and Reward Campaigns, you are not required to submit your Content for review and approval and you can publish it directly to your Channel. 22. For Sponsored Campaigns, You will not have an opportunity to edit a Post after Capssion or the Brand has approved the Post. You must publish the Post exactly as approved by Capssion or the Brand, unless Capssion or the Brand expressly agrees otherwise. 23. Once you publish a Post, you must reasonably engage and respond as required to comments on the relevant Channel in respect of the Post. However, it is acknowledged that it may not be possible for you to respond to every comment. 24. You agree that you will not: for a period of five (5) hours after a Post is published to a Channel, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post; remove the Post from your Channel for a period of 30 days after the Post is published on that Channel, expiring at 11:59pm on the thirtieth calendar day after the Post is published; edit any approved Post after it has been published other than in accordance with these Terms of Use; 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 grant any further rights in a Post to a Brand without the written permission of Capssion and appropriate fees being negotiated on a reasonable basis by Capssion. 25. You acknowledge that the restrictions contained in paragraph 24 above are reasonable in scope and duration having regard to the interests of the Brand and Capssion and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and Capssion. INFLUENCER MARKETING CAMPAIGNS – MODERATION AND REMOVAL OF POSTS 26. You acknowledge and agree that Capssion has the right at any time to moderate any Post after publication to a Channel and that you will immediately make any reasonable modification or amendment requested by Capssion to the Post (provided that the Post must remain compliant with these Terms of Use and the Capssion Guidelines, and it will be reasonable for you to refuse to make such a modification or amendment if that is not the case). You also acknowledge and agree that if you post an incorrect Post, Capssion may request that you post the correct approved Post and that you will immediately comply with such a request. 27. You acknowledge and agree that Capssion has the right, at any time, to request that you remove any approved Post from your Channels and that you will comply with such a request immediately upon receipt of notification, subject to payment in full to you of the Post Fee in accordance with these Terms of Use. 28. You 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 Capssion, the Brand and you before publication. INFLUENCER MARKETING CAMPAIGNS – RIGHTS IN POSTS 29. All right, title and interest (including all Intellectual Property Rights) in Posts will remain held by you. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including Capssion or the Brand. 30. You grant in respect of each and every Post uploaded to the Apps or submitted to a Brand for approval, or published to a Channel via the Capssion Platform, a licence for Capssion (and its agents) to edit and re-format the Post into such formats or versions for use by Capssion in such media as Capssion requires for the purposes of the conduct of the relevant Campaign or to use it as contemplated by paragraph 31. 31. In consideration of the payment to you of the Post Fee, you grant in respect of each and every Post uploaded to the Apps, submitted to a Brand for approval, or published to a Channel via the Capssion Platform as part of a Campaign: to Capssion (and its agents): a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, sub-licensable licence to use the Post for the purpose of marketing and promoting Capssion (and its products and services) in any manner, without further notification to or consent of you or any further compensation payable to you; the right to use the Creator’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 and internal communications of Capssion), in all social media (including but not limited to the social media channels of Capssion), 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); and to the relevant Brand (and its agents): the right to organically share, comment upon and organically re-post the relevant Post in the Channel upon which the Post was published, for a period of thirty (30) days expiring at 11:59pm on the thirtieth day after the Post was first published; and the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in accordance with paragraph (i) above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media). 32. 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 set out in paragraph 31(b)(i) has expired. 33. In respect of each Post you upload to the Apps, submit to a Brand for approval, or publish to a Channel via the Capssion Platform, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting, translating or publishing without attribution to you, in any manner or context, or doing any other act or omitting to do anything in respect of the Post in the course of exercising their rights under paragraph 31(b), notwithstanding that such conduct may infringe your Moral Rights in the Post, and, to the extent possible, you grant a waiver of all Moral Rights in each Post. CONTENT ONLY CAMPAIGNS – RIGHTS IN PAID CONTENT 34. When you upload Paid Content in response to a Content Only Brief, you will be presented with Capssion’s Content Rights Terms document, which contains terms and conditions for the transfer of ownership of the Paid Content to Capssion. You must agree to the Content Rights Terms document each time you submit Paid Content. 35. Under the Content Rights Terms document, you will assign all Intellectual Property Rights in Paid Content to Capssion on the terms and conditions stated in the Content Rights Terms document, and grant waivers and consents in relation to use of the Paid Content that may otherwise infringe your Moral Rights, upon payment to you of the Paid Content Fee. For the avoidance of doubt, the assignment of Intellectual Property Rights will only be effective upon your Paid Content being accepted and Capssion making payment of the Paid Content Fee. This will allow Capssion to do anything with the Paid Content, including making changes and re-assigning or licensing it to the Brand for use in the Content Only Campaign. 36. You acknowledge and agree that you must not post any Paid Content to your Channels or publish it in any other way under any circumstances, including re-posting or commenting upon the Content after it has been posted or shared by Capssion or a Brand, or purport to grant any rights to that Paid Content to the Brand or any other person. NO DISPARAGEMENT OF BRANDS 37. You agree that, if you participate in a Campaign for a Brand, you will not: parody, disparage, make any adverse comment on or make fun of the Brand or its products or services in any way; or create any other material that undermines the Brand or its products or services, on any of your Channels in a way that may adversely impact on the Campaign or on the Brand's ability to benefit from the Campaign. CREATOR COMPENSATION 38. For monetary compensation, before receiving any payments for any Posts or Paid Content, you will be asked to provide financial details, including your Paypal account details and any further required details. You agree that Capssion may issue self-billed invoices on your behalf for the Posts or Paid Content. Self- billed invoices will contain any information that we determine is required to issue a compliant invoice under the applicable Law. Capssion may retain this information and use it as required by Law. You must notify us immediately if you are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law. Self-billed invoices will be issued in the currency of your country. Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice. 39. It is your responsibility to notify Capssion in the event that you are registered for and liable to pay GST or VAT (as applicable), and to keep Capssion up to date with your registered GST and/or VAT details (as applicable). 40. After a Post is approved and published, or Paid Content is accepted by a Brand, you will be entitled to be paid the Post Fee or Paid Content Fee (plus GST, or VAT, if applicable to you) in accordance with the following terms. 41. Capssion will pay the Post Fee or Paid Content Fee (plus GST or VAT, if applicable to you) into your PayPal account (as supplied by you via the Apps in the manner required) by Electronic Funds Transfer. Capssion will issue you with a recipient generated tax invoice for this purpose. 42. Subject to paragraph 41: the applicable Post Fee will be paid either (as applicable to you, as described below) approximately two business days or 30 days after the approved Post has been published; or the applicable Paid Content Fee will be paid either (as applicable to you, as described below) approximately two business days or 30 days after the Paid Content has been licensed by the Brand. You may choose between two business days and 30 day payment terms in the Apps, and any fees associated with your choice of terms will be applied by way of adjustment to the Post Fees or Paid Content Fees payable to you. 43. If any unforeseen Capssion is delayed in paying you, Capssion will endeavour to notify you of these delays, and rectify any payment delays as soon as reasonably possible. 44. Capssion retains control over any change to your nominated Post Fee, the fixed Paid Content Fee or any additional amounts or compensation payable to you for any approved Post or Paid Content. Except as set out in paragraph 45, no payments other than the Post Fee or Paid Content Fee (plus GST or VAT, if applicable) are payable to you in respect of any approved Post or Paid Content. 45. If a Brand requests that you make any changes to the Post or Paid Content that you have already submitted, you may negotiate directly via the Capssion Platform with the Brand for the payment of an additional amount to compensate you for your additional time and cost in making those changes. Capssion reserves the right to monitor, advise you or the Brand in relation to, and approve any change requests and the associated fees or. 46. Your entitlement to be paid a Post Fee or Paid Content Fee is subject to your compliance, and continued compliance, with these Terms of Use and the Capssion Guidelines. In the event of any disputes about your compliance and payment, Capssion will work with you and the Brand to resolve the dispute and determine whether or not you are entitled to be paid, up to the amount of the applicable Post Fee or Paid Content Fee, in accordance with these Terms of Use. 47. You acknowledge and agree that you must not: accept, negotiate or attempt to negotiate with a Brand more than one Post per Post Fee or additional Paid Content for a Paid Content Fee, except with the approval of Capssion; or otherwise circumvent, or negotiate or attempt to negotiate, terms or payment with Brands in relation to a Campaign. CREATOR RELATIONSHIP WITH CAPSSION AND THE BRAND 48. As a Creator, you will at all times perform your obligations and provide Posts or Paid Content to Capssion 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 Capssion 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 Capssion or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions. 49. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts or in Paid Content constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by the Brand, Capssion or any their respective successors or licensees. You hereby release the Brand, Capssion and their respective agents, employees, successors and licensees, from any and all claims by you or under your authority arising out of or in connection with any portrayal, representation, impersonation or depiction of you in connection with these Terms of Use. 50. You acknowledge that Capssion has not made any guarantees in respect of the success of a Post or Paid Content or that a Post or Paid Content will be approved by a Brand or in respect of your business or commercial performance or otherwise. Acceptance of the YouTube terms of user 51. By connecting his YouTube account to his Capssion account, the creator accepts YouTube’s terms of use https://www.youtube.com/t/terms. Terms for Brands 52. Paragraphs 53 to 96 apply only to Brands participating in the Capssion Platform and, along with paragraphs 1 to 5 and 98 to 143, govern use by Brands of the Capssion Platform. REGISTRATION OF BRAND ACCOUNTS 53. To register an account to use the Campaign Builder as a brand (“Brand Account”), you must access the Campaign Builder and log in as specified within the Campaign Builder and these Terms of Use (including paragraphs 99 and 100), including providing your full name, email address and password, and selecting your preferred payment method and providing payment details where requested. You will not be charged to create a Brand Account. 54. If you are using the Capssion Platform on behalf of a Brand, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf and bind the Brand to comply with these Terms of Use. 55. Capssion may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend. GENERAL CONDUCT BY BRANDS 56. You must use the Capssion Platform in a fair and reasonable way and for its intended purposes, and treat Creators in a fair and reasonable manner. CONDUCT OF CAMPAIGNS 57. Capssion reserves the right, in its sole discretion, to reject Campaigns that do not comply with these Terms of Use. 58. Capssion retains control over any change to a Creator's nominated Post Fee, the Paid Content Fee that you fix, or any additional amounts or compensation payable to a Creator for any approved Post or Paid Content. You agree that you will not negotiate terms or payment to Creators, except as set out in paragraph 59. Each Post shall have a Post Fee and all Paid Content shall have a Paid Content Fee, and you must not circumvent the Post Fee or Paid Content Fee by negotiating or attempting to negotiate with any Creator multiple Posts or Paid Content for Post Fees or Paid Content Fees, unless otherwise approved by Capssion. 59. You may, after consultation with and with the approval of Capssion, negotiate directly via the Capssion Platform with a Creator to pay an amount in addition to the set Post Fee or Paid Content Fee to compensate the Creator for their additional time and cost in making any changes that you request to the Post or Paid Content already submitted by the Creator. 60. You acknowledge and agree that you must not offer a product, service or other non-monetary arrangement to a Creator as partial or full payment by a Brand for a Creator’s Post or Paid Content, unless otherwise approved by Capssion. 61. You must not attempt to instruct, coerce or manipulate any Creator to hide the commercial relationship between the Brand and the Creator. 62. You must 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. 63. You acknowledge that: neither any Creator nor Capssion is required to purchase any of your products or services; Capssion will not be responsible or liable in any way for late delivery or non-arrival of any products sent from you to a Creator. Any address provided by a Creator through the Capssion Platform is not verified by Capssion; and if you send a sample product to a Creator, there is no guarantee that the Creator will submit a Post about the product or that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs. 64. You warrant that: you own the Intellectual Property Rights in any Content you upload to the Capssion Platform and have the right to license the Content to Capssion and Creators in the manner set out in these Terms of Use; and any Content you upload to the Capssion Platform does not contain any representations or material that you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive. 65. You acknowledge that, even if any Content provided by Creators has been curated, directed, reviewed or moderated by Capssion (including as part of the Capssion Services) prior to being provided to you for approval, Capssion cannot guarantee that the Content is legal, accurate, free of third party rights and otherwise suitable and appropriate for approval and publication as part of the applicable Campaign. You also acknowledge that, while Capssion will carry out monitoring after Posts or Paid Content are published with a view to ensuring that they continue to comply with these Terms of Use, Capssion will not do so after the end of the Campaign term or, in the case of a Post, after the expiry of the period set out in paragraph 31(b)(i), and you are responsible for ensuring ongoing compliance of the Content after that time. You assume all liability and risk for Posts or Paid Content approved by you and published as part of a Campaign beyond the end of the Campaign term, or published or used outside the scope of the Campaign. Capssion will carry out moderation of Content submitted by Creators and will use reasonable efforts to ensure that the Content complies with these Terms of Use and can be used by the Brand without contravening any laws or infringing any third party rights, but does not guarantee that this will be the case. 66. If you have a question or concern about Content submitted by a Creator, including about the Content's compliance with these Terms of Use or applicable laws or about your rights to reproduce it, you must raise your questions or concerns with Capssion so that Capssion may seek to resolve your concerns (including dealing with the relevant Creator as required). 67. You acknowledge that Creators are independent third parties and their audiences are not directly controlled by Capssion. As a consequence, any Posts will inherently risk negative or unflattering comments about you or your products or services. 68. You agree that, upon notice from Capssion or you learn that any Content is subject to an actual or threatened claim of infringement, violation of another right, or other claim, or if Capssion removes any Content for any reason and gives you notice of such removal, you will remove such Content from your computer systems and storage devices and will, to the extent possible, cease use of such Content. Capssion shall, where possible, endeavour to source comparable Content (to be determined by Capssion in its reasonable commercial judgement) free of charge, but subject to these Terms of Use and a comparable Rights Licence. 69. You acknowledge that Capssion 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, Paid Content, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement. PROVISION OF CAPSSION SERVICES 70. Capssion will perform any Capssion Services that it agrees in writing with you from time to time, on the terms and subject to any conditions and limitations set out in that written agreement. 71. Capssion will perform the Capssion Services with all due care and skill, but you acknowledge and agree that, except to the extent any responsibility is expressly assumed by Capssion in writing, you remain responsible for the conduct of each Campaign and your compliance with these Terms of Use. PAYMENT TERMS FOR BRANDS 72. You agree to pay Capssion all fees and charges made to your Brand Account for use of the Capssion Platform and all fees and charges payable in respect of the Capssion Services required for Campaign delivery, inclusive of Post Fees and/or Paid Content Fees. Any such payments must be made in accordance with any applicable subscription agreement, invoice terms or other terms imposed by Capssion from time to time or, to the extent not inconsistent with any other applicable Capssion terms, in accordance with these Terms of Use. 73. Media Agencies using the Capssion Platform acknowledge and agree Capssion is a cost of good and is non-commissionable. No agency rebates will be given. 74. You must pay all charges in respect of a Campaign in the manner set out in the Campaign Builder or as otherwise advised by Capssion in writing from time to time. If no manner for payment is stated and you are not approved to pay via Invoice, the payment must be made by credit card using a provider authorised by Capssion. Capssion reserves the right to charge a credit card surcharge. 75. Upon receiving details of your Campaign (including your Campaign Budget), Capssion may carry out a standard pre-authorisation check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. Capssion may elect not to share the relevant Campaign with Creators via the Apps until this pre-authorisation check has been completed to Capssion's satisfaction. 76. Brands and Media Agencies may request that Capssion issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Campaign Invoice”), prior to the commencement of the Campaign. 77. Capssion reserves the right to refuse any Campaign Invoice request in its sole discretion. 78. Where a Brand or Media Agency is approved to pay by Campaign Invoice, the Brand or Media Agency must provide Capssion with a purchase order or insertion order (or similar) approving the total fees and charges to be included on the Campaign Invoice and including a purchase order or insertion order number. Capssion may, in its sole discretion, accept written confirmation (including via email) approving an invoice in lieu of a purchase order or insertion order being provided. 79. Where Capssion approves a Brand or Media Agency to pay by Campaign Invoice, the Brand or Media Agency irrevocably authorizes Capssion, its employees, servants and agents to make such enquiries as Capssion 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, and the Brand or Media Agency hereby authorizes such persons to disclose to Capssion, its employees, servants and agents, all information requested by Capssion for the purpose of assessing your credit worthiness. Any terms of credit offered by Capssion, including where Capssion approves payment by Campaign Invoice, may be varied by Capssion in its sole discretion and advised to you in writing. 80. In the event that a Brand or Media Agency requests a Campaign Invoice and Capssion approves the Brand or Media Agency to pay by Campaign Invoice, a minimum Campaign Invoice amount of USD $5000 (excluding applicable tax where relevant) will apply. 81. You must pay the amount of any Campaign Invoice you have requested in accordance with the payment terms specified in it or as agreed with Capssion in writing. Where no such terms of payment are specified or agreed, Capssion's standard payment terms apply, being payment in advance (PIA). Charges paid to Capssion pursuant to a Campaign Invoice will be allocated to your Account as credit for use on the Capssion Platform (“Credit”). 82. When you approve a Post or Paid Content, you undertake that: where you have paid a Campaign Invoice and there is sufficient Credit to cover the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount payable under paragraph 59), you have sufficient authority to authorise Capssion to apply that Credit to the applicable charge; or where paragraph (a) does not apply, you are an authorised user of the card or account (as applicable) nominated on your Brand Account, you are authorised to pay the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount payable under paragraph 59), the card details provided are current, correct and complete, and 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. 83. In relation to Influencer Marketing Campaigns, upon approving a Creator’s Post submission, you authorise Capssion to debit the gross fee that is payable for the Post from your Credit balance or nominated card or account (as applicable). 84. In relation to Content Only Campaigns, upon approving a Creator’s Paid Content submission, you authorize Capssion to debit the applicable Rights Fee that is payable for the Paid Content from your Credit balance or nominated card or account (as applicable). The applicable Rights Fee will depend on the nature of the Rights Licence you select at the time of selecting and approving the Paid Content and is subject to the terms of any such Rights Licence. 85. If you fail to pay any charges by the due date or Capssion is unable to successfully process your payment of any charges, Capssion reserves the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. Capssion also reserves the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Capssion Platform. You may also be liable to pay interest on any amount outstanding from the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by Capssion as a result of such late payment (including but not limited to costs incurred by Capssion to recover any unpaid amounts). Without limiting its rights, in the event you fail to pay any charges within the timeframe and in the manner required, Capssion reserves the right to suspend or terminate your access to the Capssion Platform or to suspend or terminate any current Campaigns. 86. If Capssion is required to collect indirect taxes (such as sales tax, value-added tax, withholding tax, etc.) under the laws of your state or country of residence, you shall be liable to Capssion for payment of any such indirect tax in addition to, and at the same time as payment of, other amounts to Capssion under these Terms of Use. You may be required to self-assess such taxes under the applicable laws of your country or residence. PAYMENT TERMS FOR CREATORS 87. Capssion will make payment of the Post Fee or Paid Content Fee to the Creator in accordance with the timing specified in paragraph 42. REFUNDS BY CAPSSION TO BRANDS 88. Capssion will refund to you the amount of any Post Fee or Paid Content Fee where Capssion considers the Creator has breached these Terms of Use or the Capssion Guidelines in relation to the relevant Post or Paid Content, or where Capssion has been repaid that amount by the Creator as a consequence of such a breach. Capssion may reimburse you amounts in other circumstances but is not obliged to do so. RIGHTS TO USE POSTS AND PAID CONTENT 89. You acknowledge and agree that your right to use a Post is strictly limited to the rights granted to you by the Creator under paragraph 31(b) above. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising, including within the Channel upon which the Post was published (for example, via Facebook Power Editor). 90. You acknowledge and agree that your right to use Paid Content is strictly limited in accordance with the Rights Licence selected via the Capssion Platform. For the avoidance of doubt, you must not use Paid Content other than in accordance with the Rights Licence terms that you select at the time of selecting and approving the Paid Content. 91. If you fail to pay the fees and charges applicable to a Campaign Fee, or fail to pay a Post Fee or Rights Fee, in accordance with these Terms of Use or as otherwise agreed by Capssion in writing, your right to use the affected Content under paragraph 31(b) or the Rights Licence (as applicable) is automatically terminated and you must immediately cease use of the applicable Post or Paid Content. 92. Nothing in these Terms of Use grants to you any ownership or other rights (including Intellectual Property Rights) in any Posts or any Creator’s Identity except as expressly set out in these Terms of Use. 93. While Capssion uses reasonable endeavours to obtain from Creators, under these Terms of Use and Content Rights Terms, all necessary rights for you to use Posts and Paid Content that you approve for use in a Campaign, you acknowledge that Capssion may be unable to enforce such rights against Creators from time to time, including by reason of the Creator's age. If you approve Posts or Paid Content from Creators who are minors and against whom contracts may be unenforceable on that basis under applicable Laws, you acknowledge that you take on the risk of any unenforceability of licences, assignments, warranties and other obligations granted or given by, or imposed on, that Creator. 94. If you wish to use a Post or Paid Content other than in accordance with paragraph 31(b) or the Rights Licence you select (as applicable), you must contact Capssion directly at the contact details set out in these Terms of Use. Additional fees may apply. 95. You must not remove any watermarks or copyright notices contained in any Content on the Capssion Platform. 96. Where any Paid Content or Post includes Third Party Material, you must strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licences required for your intended use of the Post or Paid Content prior to use of such Post or Paid Content, including obtaining any licences required with respect to Third Party Material. Additional Terms 97. The remainder of these Terms of Use (being paragraphs 98 to 143) apply both to Creators and Brands participating in the Capssion Platform. ACCOUNTS GENERALLY 98. Capssion reserves the right to refuse registration of an Account for any reason in its sole discretion. Any decision of Capssion is final and no correspondence will be entered into. 99. In registering an Account, you warrant, represent and covenant that you have the right and authority to create an Account and agree to these Terms of Use and the Capssion Guidelines, including, where relevant, the authority of any Brand or individual to create an Account in its or their name, and to agree to these Terms of Use and to use the Capssion Platform on its or their behalf. 100. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. 101. You must be logged in to your Account in the manner required each time you wish to use the Capssion Platform. 102. You are responsible for maintaining the strict confidentiality of your Account details and for any activity carried out using your Account, and you must not share or transfer your Account details to a third party. You agree to immediately notify Capssion of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify Capssion when you desire to cancel your Account. Capssion will not be responsible or liable for any loss or damage arising from your failure to comply with this paragraph 102. 103. Capssion retains the right and absolute discretion to suspend, terminate or limit your access to your Account and/or the Capssion Platform if it believes that you are abusing or tampering with the Capssion Platform (or any element thereof) in any way, that you have provided misleading information or made any misrepresentations to Capssion in connection with the Capssion Platform, that you have breached or are breaching these Terms of Use or the Capssion Guidelines, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the Capssion Platform (or any element thereof). Capssion’s legal rights to recover damages or other compensation from you in such circumstances are reserved. 104. You must not use any automated software or any other mechanical or electronic means to create Accounts, or use an Account that has been created using such means. RELATIONSHIP WITH SOCIAL MEDIA PLATFORMS 105. When you link to any social media account through your Account on the Capssion Platform, you warrant, represent and covenant that: the social media account is the account of the Creator or Brand in whose name the Account has been registered; if the Account is in the name of a Brand, you are the authorised representative of the Brand with the right to access and use that social media account for the Brand; and if the Account is in the name of a Creator and you are not the Creator, you are the authorised representative of the Creator and have the right to access and use that social media account for the Creator. 106. In creating an Account, you are providing your information to Capssion and not to any social media platform. Whether you are a Creator or a Brand, you are solely responsible and liable for any Content or information you transmit to other users of the Capssion Platform. To the extent permitted by Law, you agree 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 in respect of your use of the Capssion Platform. Any questions, comments or complaints about the Capssion Platform must be directed to Capssion and not to any media or social media platforms. For the purposes of this paragraph 106, Capssion 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 (regardless of whether or not Capssion has suffered its own loss or damage). 107. The Capssion Platform may also utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform's prevailing terms and conditions of use. By using any social media applications or features on the Capssion Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the Capssion Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Capssion Platform. The Capssion Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform. SUBMISSION OF CONTENT THROUGH CAPSSION PLATFORM 108. Without limiting the other requirements set out in these Terms of Use, you must ensure that any Content you submit to the Capssion Platform does not contain anything that: is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators; is copied or adapted either wholly or substantially from any other work or material; 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; parodies, disparages or makes fun of Capssion or its products of services in any way; solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (except to the extent required as part of a Campaign); promotes an illegal or unauthorised 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; involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity; constitutes, encourages or provides instructions for any criminal offence or otherwise violates any Laws including, without limitation, the regulations of any stock or securities exchange such as the New York Stock Exchange; or contains any viruses, corrupted data or other harmful or malicious code of files. 109. Capssion retains the right to remove from the Capssion Platform any Content that it considers breaches these Terms of Use or the Capssion Guidelines. USING THE CAPSSION PLATFORM 110. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferrable licence to access and use the Capssion Platform in the manner permitted in these Terms of Use. 111. You must use the Capssion Platform in accordance with any applicable instructions set out within the Capssion Platform. 112. You must not: decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Capssion Platform to a human perceivable form; distribute or republish any element of the Capssion Platform in any way; resell, rent, lease, licence or lend any element of the Capssion Platform; defeat, disable or circumvent any security feature of the Capssion Platform; transfer any element of the Capssion Platform to any third party; use any data mining, robots or similar data gather or extraction methods; register, subscribe or unsubscribe, or attempt to subscribe or unsubscribe, any party to any product or service if you are not expressly authorised by such party to do so; or sell, licence, lease or in any way seek to commercialise any component of the Capssion Platform without specific written authorisation from Capssion. 113. You must not engage in crawling, scraping, caching or otherwise accessing any content on the Capssion Platform via automated means, except with Capssion’s written consent. 114. Capssion reserves the right to monitor the Capssion Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, Capssion may close or freeze the Account immediately. 115. The Capssion Platform may contain links to other sites not maintained by Capssion (“Linked Sites”). Capssion is not responsible for the content of any Linked Sites, whether or not Capssion is affiliated with the Linked Sites. Capssion makes no claim or representation regarding, and accepts no responsibility, directly or indirectly, for the quality, nature or reliability of Linked Sites. Such Linked Sites are not under the control of Capssion and Capssion provides links to the Linked Sites only as a convenience to users of the Capssion Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by Capssion. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit. 116. Any costs associated with downloading, installing, accessing and using the Capssion Platform remain your responsibility and are dependent on the service provider used. 117. You are responsible for ensuring that your computer system or mobile device (as applicable) is, and other information technology hardware, software and services are, compatible with the Capssion Platform and meets all relevant technical specifications necessary to access and use the Capssion Platform. 118. If you are the driver of a vehicle (or other form of transport), you must not use the Capssion Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the Capssion Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the Capssion Platform. In the interests of safety at all other times, Capssion recommends that you only use the Capssion Platform when it is lawful and safe to do so. CAPSSION’S INTELLECTUAL PROPERTY 119. All Capssion Materials on the Capssion Platform are protected by all applicable laws, including copyright and trade mark laws, and may not be used except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the Capssion Materials to a Brand or Creator. 120. All right, title and interest in all Intellectual Property Rights in all of Capssion’s brands, logos, images, buttons, codes, layout, text, content, graphics, and products and services as displayed on the Capssion Platform as well as the look and feel of the Capssion Platform (the “Brand Features”) are the property of Capssion and will remain or be vested in Capssion at all times and may not be copied, imitated or used in whole or in part without Capssion’s prior written consent. Your use of the Capssion 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 Capssion Platform. Capssion grants to you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Capssion Platform in accordance with these Terms of Use. You may not use metatags or any other “hidden text” utilising the Brand Features without Capssion’s prior written consent. COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS 121. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Capssion has adopted a policy of terminating, where appropriate and at Capssion’s discretion, access to the Capssion Platform for account holders who infringe the intellectual property rights of Capssion or any third party. 122. If you believe that any material on the Capssion Platform infringes upon any copyright that you own or control, you can contact us at support@capssion.com. TAXES 123. Unless otherwise specified, any amount payable under these Terms of Use is exclusive of VAT. 124. All amounts payable under these Terms of Use are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under these Terms of Use, the recipient of that supply shall, on receipt of a valid VAT invoice, pay to the supplier of that supply such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the supply under these Terms of Use. INDEMNIFICATION 125. You agree to indemnify, and must defend and hold harmless, Capssion and its related bodies corporate, personnel, servants and agents, 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 Capssion Platform): your Content or access to the Capssion Platform; your use or inability to use the Capssion Platform; your breach or alleged breach of these Terms of Use (including any warranties given under them) or the Capssion Guidelines; (where you are a Creator) your claim against a Brand for any reason; (where you are a Brand) your claim against a Creator for any reason; any claim by any third party (including any other Brand or Creator) arising directly or indirectly from your breach of any of the provisions of these Terms of Use or Capssion Guidelines; any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights; your violation of any applicable Laws; and any misrepresentation made by you. LIMITATION OF LIABILITY 126. In using the Capssion Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Capssion 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 Capssion Platform. 127. Any liability of Capssion to a Brand in connection with these Terms of Use, the Capssion Guidelines or the Brand’s use of the Capssion Platform or the Capssion Services, regardless of the form or cause of action be it in contract, warranty, tort, negligence or any other basis, shall be limited to the amount actually paid by the Brand to Capssion for the services related to the Brand’s most recent Campaign, except to the extent set out in paragraphs 130 to 132 or otherwise required by Law. 128. Capssion shall not be liable to Creators for damages of any kind arising out of the Creator’s use of the Capssion Platform, except to the extent set out in paragraphs 130 to 132 or otherwise required by Law. 129. Without limiting the foregoing, in no event shall Capssion or any of its directors, associated entities (including other members of Capssion), successors in title, licensees or assigns or employees or agents be liable for any direct, indirect, special, incidental, consequential (including but not limited to loss of profits, loss of business revenue or loss of goodwill), punitive or exemplary damages, arising out of, or in connection with, the Capssion Platform, any of the Capssion Services, these Terms of Use, the Capssion Guidelines, or any Post, Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if Capssion or any other party has been advised of the possibility of such damages. This limitation of liability includes, without limitation, any damages caused by or resulting from you relying on any information obtained from Capssion, or that results from mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation, or any failure of performance, whether or not resulting from acts of God, communication failures, theft or destruction or unauthorized access to Capssion’s records. DISCLAIMERS 130. Nothing in these Terms of Use operates to exclude any liability for death or personal injury caused by negligence, nor for fraud. 131. Whilst Capssion endeavours to take all reasonable steps to ensure that the Capssion Platform operates as expected, the Capssion 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, including, without limitation, any implied warranties of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose. Capssion does not make any guarantees and does not provide any undertaking that the Capssion 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 Capssion Platform at your own risk and that Capssion disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Capssion Platform, whether they are direct, indirect, punitive or consequential (including but not limited to 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 Capssion Platform. You assume total responsibility for your use of the Capssion Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against Capssion for dissatisfaction with the Capssion Platform or any content is to stop using the Capssion Platform or such Content. This limitation of relief is a part of the bargain between the parties. 132. If the supply of any goods or services by Capssion to a Brand or Creator constitutes a supply of goods and/or services to a Consumer then subject to the following limitations and unless the goods and/or services are Consumer Goods or Consumer Services, Capssion’s and its affiliates' and related entities', its servants', employees' and agents' liability for any breach of these Terms of Use, including any liability for any losses or consequential losses which the Brand or Creator may suffer or incur because of a failure to comply with a Consumer Guarantee will be limited as Capssion may elect in its sole discretion, in the case of services supplied or offered by Capssion, to either (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again or, in the case of goods supplied or offered by Capssion, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired. This paragraph 132 does not apply if it is not Fair or Reasonable for Capssion to rely on it. REVISIONS 133. Capssion may at any time revise these Terms of Use by updating this page. Revisions will take immediate effect and may affect your ability to use the Capssion Platform. Since you are bound by these Terms of Use each time you use the Capssion Platform, you should check these Terms of Use for any revisions each time you use the Capssion Platform and wherever prompted to do so. Your use of the Capssion Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions. 134. Capssion reserves the right to change the Capssion Platform in any way by giving you notice to the email address you have registered with Capssion to you. Even if you have an Account, your ability to access and use the Capssion Platform may be terminated at any time without notice to you. If you do not agree to these Terms of Use, you must immediately exit the Capssion Platform and, if you are using the Apps, delete the Apps from your device. GENERAL TERMS 135. If the Capssion Platform is not capable of running as planned for any reason beyond the reasonable control of Capssion, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Capssion Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the Capssion Platform, Capssion reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Capssion Platform. 136. The Platform and these Terms are governed by the laws of laws of Hong Kong SAR, wherever You are accessing and/or using the Platform from. 137. No additional Creator, Brand or Media Agency originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on Capssion unless agreed by Capssion in writing and, in such case, if any terms and conditions in a Creator, Brand or Media Agency originating agreement or other terms and conditions are inconsistent with these Terms of Use, these Terms of Use shall prevail to the extent of any inconsistency. 138. You may not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the prior written consent of Capssion. Capssion may assign its rights or obligations hereunder at its sole discretion. 139. Any waiver of any provision of these Terms of Use will only be effective if in writing and signed by Capssion. If any term or part of any term is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the term (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining terms (or parts of those terms) which will continue in full force and effect. 140. Capssion may, in its discretion, give any approval or consent under these conditionally or unconditionally, or withhold that approval or consent. 141. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between Capssion and you or any other user of the Capssion Platform. CONTACT AND HELP DETAILS 142. You may contact Capssion via: Email: hey@capssion.com INTERPRETATION 143. The following terms have the following meanings in these Terms of Use: “Account” means a Brand Account or a Creator Account. “Apps” means the Capssion Influencer App available for download via the Google Play Store or the Apple App Store as well as the web application available at https://platform.capssion.com/. “Brand” means any person or entity that uses the Capssion Platform for the purpose of creating Campaigns (including through its duly authorised agents or representatives). “Brand Account” means an account to use the Campaign Builder as defined in paragraph 53. “Brand Fee” means the stated fee payable by a Brand to Capssion in respect of an approved Post plus any applicable tax. “Campaign” means an Influencer Marketing Campaign or a Content Only Campaign. “Campaign Budget” means the sum of money a Brand nominates as the sum it is willing to spend during a Campaign. “Campaign Builder” means the desktop platform for Brands to create Campaigns to be featured on the Apps and available at https://platform.capssion.com/. “Channels” means the social media channels of a Creator, such as Twitter, Facebook or Instagram. “Community” means a Creator’s social media following on their Channels. “Content” means a Post, Paid Content, or any other content or materials uploaded to the Capssion Platform by a Brand or a Creator (but excludes any Third Party Material included in a Post or Paid Content that is expressly disclosed to Capssion and the Brand). “Content Only Brief” means a brief issued using the Campaign Builder seeking content as part of a Content Only Campaign. “Content Only Campaign” means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Apps for the purpose of sourcing Paid Content to be used by the Brand directly in accordance with a Rights Licence, without the Creator posting the Paid Content to their Channels. “Creator” means a social media influencer, or a content creator who registers to use the Apps to create and distribute Posts and/or to create Paid Content, and receive compensation for such Posts and Paid Content through the Capssion Platform. “Creator Account” means an account to use the Apps as defined in paragraph 7. “Creator’s Identity” means the name, image, likeness, character and online persona of the Creator. “Capssion Guidelines” means the code of practice and conduct that must be adhered to by Creators and Brands, as published by Capssion from time to time. “Influencer Marketing Campaign” means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Apps for the purpose of finding appropriate Creators to publish Posts about the Brand. “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, and whether existing in Australia or otherwise. “Laws” means all applicable laws, codes of practice and guidance, including in relation to influencer marketing. “Media Agency” means an authorised third party organisation acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies. “Moral Rights” means moral rights within the meaning of Part IX of the Copyright Act 1968 (Cth), including moral rights conferred on authors and performers, and any analogous rights arising under statute or otherwise, anywhere in the world, and whether now in existence or arising in the future. “Paid Content” means content created by a Creator in response to a Content Only Brief. “Paid Content Fee” means the fixed fee as stated on the Capssion Platform to be paid to a Creator for Paid Content submitted to a Content Only Campaign and selected by the Brand. “Post” means a social media post created by a Creator to be shared with the Creator’s Community via the Creator’s Channels. “Post Fee” means the fee a Creator nominates as the amount it will charge a Brand to share a Post with the Creator’s Community via the nominated Channel. “Rights Fee” means the fixed fee as stated on the Capssion Platform payable by a Brand to Capssion for a Rights Licence in respect of approved Paid Content plus any applicable GST, VAT, or Federal Withholding or Sales Tax. “Rights Licence” means a licence from Capssion to a Brand for particular Paid Content on the terms and conditions stated on the Capssion Platform and selected by the Brand, including in any specific content licence agreement. “Third Party Material“ means any material included in a Post or Paid Content where any rights (including Intellectual Property Rights) in that Material are 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. “Capssion” means Capssion and its related bodies corporate and affiliates. “Capssion Materials” means the Capssion Platform and any associated materials owned, developed or licensed by Capssion and made available via the Capssion Platform. “Capssion Platform” means the Apps, the Campaign Builder, other elements of the platform available through the Website (including data, statistics, analytics, Creator vetting, reporting and benchmarking, information, tools, databases, documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communications), and any associated Capssion Group properties or websites. “Capssion Services” means services that Capssion agrees to provide to a Brand in addition to providing access to the Capssion Platform and the services provided through it, including through any subscription agreement between Capssion and the Brand or any quotation or proposal submitted by Capssion and accepted by the Brand (including services relating to the development of Campaigns and associated briefs, identification and vetting of Creators to participate in Campaigns, review and moderation of Posts or Paid Content submitted by Creators, evaluation of Campaigns and Campaign impact, other benchmarking and reporting, and other support services). “VAT” means value added tax chargeable under the Value Added Tax Act 1994 (UK). “Website” means Capssion's website at www.capssion.com/.