Terms of Service

ATISFY PTE. LTD UEN:202014337K, a company incorporated in Singapore (Atisfy/ we/ us) provides a software platform (Platform) for businesses (you/your/Brand) to upload Promotion Briefs which are to be accepted by Influencers who then execute your Promotion.

You agree that you shall be bound by these terms and conditions (Agreement) in relation to your use of the Platform, our provision of the Platform and our provision of the Services as set out in this Agreement. Please read this Agreement carefully as it contains important information about your rights and responsibilities when using the Platform and Services.

Without limiting the way in which you may become bound by this Agreement, you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement by signing a document agreeing to be bound by this Agreement, by checking the “Accept” button on your computer screen or electronic device to electronically indicate your acceptance of this Agreement, or by proceeding with any use of the Services.

1. DEFINITIONS

Account means an account registered with our Platform which provides access to set up and complete a Brand profile and one or more Promotion Briefs for the purposes of engaging one or more Influencers to execute Promotions on your behalf.

BrandContent has the meaning given in clause 9.1.

Campaign means one or more marketing Promotion for your product or service, as uploaded by you to the Platform, which is to be executed by an Influencer or Influencers via online social media channels.

Promotion is uploaded by you to the Platform which includes one Promotion Brief, which is to be executed by an Influencer or Influencers via online social media channels.

PromotionBrief means a brief of content created by you in the Platform for an Influencer as to how to execute a Promotion. This might include:

the Fee payable to an Influencer to execute the Promotion;
the social media platform on which the Promotion must be delivered;
the way in which the Influencer is to execute the Promotion;
the Brand Content to be included in the Promotion;
the periods of time during which the Promotion should be posted and the duration of each posting; and
any other information, instructions, content or material which we or you consider may be required by an Influencer to execute the Promotion.

Fees means the sum of (a) the Influencer Fee; and (b) the Services Fee; and (c) any Taxes imposed on the payment of the Fees or Services we provide; and (d) any third party fees (such as those of a Payment Processor) which we incur in relation to the Services we provide you. The amount of the Fees for each Promotion represents your budget for the Promotion and is specified by you as part of the Promotion Brief.

Influencer means a person who uses the Platform in the capacity of an “Influencer”.

Influencer Agreement means our terms and conditions between us and Influencers. You may view a copy of the Influencer Agreement on our website.

Influencer Content means the content and other works created by the Influencer when they execute a Promotion

Influencer Fee means an amount which we pay to the Influencer for executing your Promotion. The Influencer Fee is paid from the Fees you pay us.

Intellectual Property Rights means all intellectual property rights of any kind whatsoever throughout the world, including all present, future, registered and unregistered rights which subsist in copyright, trademarks, patents, designs and circuit layouts.

Platform means the Atisfyreach platform which delivers the Services to you.

Services means the services we provide from time-to-time to enable you to engage one or more Influencers to execute your Promotions in accordance with your Promotion Briefs, and for you to make payment to Influencers for successfully completed Promotions, via the Platform.

Services Fee means the fee you pay us for access to and use of the Platform as specified in Atisfy ́s user documentation, on Atisfy’s website or otherwise as published by Atisfy from time to time; or as separately agreed in writing between you and Atisfy, or as otherwise enabled through the functionality provided in the Platform.

Taxes means all sales based taxes including without limitation, GST, VAT and sales tax, which are levied on the supply of goods or services by a party or in respect of any payments from one party to the other.

2. THE SERVICES

2.1 Subject to the terms and conditions of this Agreement, the provision of the Services constitutes Atisfy’s only obligation to you.

2.2 You agree that Atisfy may modify the Services at any time, and discontinue the Services (or part thereof) at any time. Atisfy may also restrict your use of some or all Services. And if this occurs Atisfy will have absolute discretion as to whether any amount is to be refunded, be it a full or partial refund.

2.3 You acknowledge and agree that:

Atisfy does not guarantee that the Platform and Services will always be accurate, reliable, or error-free; and
all Intellectual Property Rights which subsist in the Platform, including any data, material, or information created by or on behalf Atisfy and displayed or made available via the Platform, together with any adaptations, enhancements or new versions of the same (Atisfy Intellectual Property Rights) are the exclusive property of Atisfy. Property Rights) are the exclusive property of Atisfy.

2.4 Other than as expressly provided in this Agreement, Atisfy does not accept any responsibility, and disclaims all and any liability for, any dispute between you and an Influencer in connection with the Platform or any related supply of Services.

3. CREATING AN ACCOUNT WITH ATISFY

3.1 You are required to create an online account on the Platform (Account) in order to use some or all of the Services.

3.2 When you create an Account on the Platform you agree:

that the Account will be created using the Platform’s online sign up process, or any other method specified by Atisfy from time to time;
to keep confidential and secure any password used to access the Account;
that you warrant that all information provided by you to Atisfy in the setup of the Account is true and correct in every detail; and
that you will only use the Account for the purposes of using the Services, and for no other purpose.

3.3 During the registration process, you will be asked to select a password for your account. You agree to keep your password confidential at all times and must not disclose it to any third parties. You agree to be fully responsible for activities that relate to your account or your password. If you have reason to believe that your password has been obtained by someone else without your consent, you must inform us immediately to disable your account. If a third party accesses your account because your credentials are compromised, we are not liable to you in any way. If you become aware of your credentials being compromised, you must advise us immediately. We reserve the right to suspend or terminate your registration with us in the event of your credentials being compromised.
3.4 If you are under the age of 18 years, or otherwise considered a minor under the laws of Singapore or your jurisdiction, then you may only create an Account and become a Brand if:

you have informed your parent or legal guardian of your intention to become a Brand;
you have the prior consent of your parent or legal guardian; and
your parent and legal guardian enter into this Agreement on your behalf. Where this occurs both you and your parent or legal guardian will be bound under this Agreement as the Brand and this Agreement will be enforceable against both of you. Your parent or legal guardian will be responsible for your acts and omissions under this Agreement. Your acts or omissions under or in relation to this Agreement shall also be considered the acts and omissions of your parent or legal guardian.

3.5 You acknowledge that we may place restrictions on the minimum age for a person who may be a Brand on our Platform. Where this is the case, the acceptance of this agreement by you requires the granting of permission to do so by a parent or legal guardian, and that without such permission being granted by a parent or legal guardian we may cancel your Account and usage of the Platform if you are not of that minimum age. We may modify that minimum age at any time with or without notice to you.

4. PLATFORM

4.1 In consideration for the payment of the Services Fee, Atisfy grants to you a non-exclusive, non- transferable, revocable licence (Licence) to: (a) use the Platform; and (b) to allow your employees and personnel to use the Platform (as Authorised Users) subject to the terms of this Agreement.

4.2 Notwithstanding clause 4.1, Atisfy may refuse to grant a Licence to any person, for any reason whatsoever in its sole discretion.

4.3 You may only sublicense or authorise your Authorised Users to use the Platform on the condition that they also agree to be personally bound by this Agreement (and will be deemed Users). A User may not otherwise sublicense, deliver, transfer or assign the Licence to any other person except with the written permission of Atisfy. Each User may be required to set up a separate Account with their own separate username and password and are, as far as they can apply, subject to the obligations in clauses 3.2 and 3.3 of this Agreement.

4.4 To create a Promotion capable of execution by an Influencer you will be required to upload details and criteria about the Promotion as indicated on the Platform including but not limited to a Promotion Brief.

4.5 We reserve the right to review your Promotion, require you to review and/or amend your Promotion, and at our sole discretion, suspend your Promotion temporarily or permanently. In no way are we liable to you if we exercise our rights under this clause.

4.6 The Platform will deliver your Promotion to an Influencer that our Platform determines meets the requirements of your Promotion Brief. An Influencer may then in their discretion agree to accept and execute your Promotion (or alternatively reject your Promotion). We make no representation or warranty that either an Influencer will agree to accept and execute your Promotion or that the Influencer who accepts your Promotion, will then execute the Promotion in accordance with your Promotion Brief.

4.7 The Platform facilitates the introduction between you and an Influencer for the execution of your Promotion. At the time an Influencer accepts and executes a Promotion, a binding agreement between you and the relevant Influencer is formed (Promotion Agreement). Atisfy is not a party to the Promotion Agreement and has no responsibility for the performance of the Promotion Agreement by you or the Influencer, or any breach of that agreement by either party. Each Promotion Agreement has the following terms:

that the Influencer will carry out the Promotion in accordance with the Promotion Brief;
that you will pay Atisfy an amount equal to the Influencer Fee (as part of your payment of our Fees) and that Atisfy will then pay that amount to the Influencer; and
yours and the Influencer’s obligations to each other, will all times be subject to the terms of this Agreement, and must be consistent with your obligations under this Agreement and in the case of the Influencer, their obligations under their Influencer Agreement.

5. FEES

5.1 When and how Fees must be paid

In relation to each Promotion, you will pay the required Fees in the following manner:
1. pay the Fees to us (which includes, amongst other amounts, the Influencer Fee). The Fees must be paid in full prior to the Promotion Brief being sent to Influencers. The total amount of the Fees payable will be specified by you as part of your Promotion Brief when it is uploaded to the Platform (being your budget for the Promotion);
2. we may, subject to this Agreement, retain the Fees for ourselves other than the Influencer Fee; and
3. we will hold the Influencer Fee due to be paid to the Influencer until the following occurs:
  1. the Influencer advises both you and us via the Platform that they have fully executed the Promotion in accordance with the Promotion Brief and have complied with the rules of the stipulated social media platform; and
  2. you:
    1. (do not raise a dispute in relation to the Influencer’s performance of the Promotion within 72 hours of receipt of the notice in clause 5.1(a)(iii)(A), at which time we will pay the Influencer the amount of the Influencer Fee; or
    2. raise a dispute in relation to the execution of your Promotion Brief by the Influencer (providing us with reasons why you raise the dispute) within 72 hours of receipt of the notice in clause 5.1(a)(iii)(A) and:
      1. we are of the opinion that that the Influencer has executed the Promotion in accordance with the Promotion Brief and stipulated social media platform rules, at which time we will pay the Influencer the amount of the Influencer Fee. Our determination in this regard is final and binding on you; or
      2. we, in our sole and absolute discretion, are of the opinion that the Influencer has not executed the Promotion in accordance with the Promotion Brief and stipulated social media platform rules and if no further action can remedy this, we will offer you either a refund, credit for a future Promotion (for an amount equal to the Influencer Fee) or offer you a different Influencer to execute your Promotion at no further cost to you.
You agree that your sole remedy against us in relation to the carrying out of a Promotion, or failure by an Influencer to carry out a Promotion, or failure by an Influencer to carry out a Promotion in accordance with the Promotion Brief or stipulated social media platform rules, is as set out in clause 5.1(a)(iii)(B)(2), and that you are bound by any determination made by us under that clause. You release and forever discharge us from any and all liability, loss, cost, expense, damage, claim or proceedings you may make, institute or claim against us in relation to the carrying out of your Promotion by an Influencer, other than our obligations under clause 5.1(a)(iii)(B)(2).
You agree that we may retain our Services Fee (as well as any Taxes and amounts payable from the Fees to third parties, including a Payment Processor) irrespective of whether or how the Influencer carries out your Promotion, and whether or not the Influencer Fee is to be paid to the Influencer.
All amounts payable to us under this Agreement are provided by such payment processor as we use from time to time (such as www.Stripe.com) (Payment Processor) and are subject to the Payment Processor terms of service. By agreeing to this Agreement, you agree to be bound by their terms of service, as the same may be modified by the Payment Processor from time to time. The Fees which you pay us include the costs which we must pay the Payment Processor.
As a condition of us enabling payment processing services through the Payment Processor, you agree to provide us with accurate and complete information about you, and you authorise us to share such info with the Payment Processor together with transaction information related to your use of the payment processing services provided by the Payment Processor.

5.2 Taxes

Unless expressly specified to the contrary, all amounts payable under this Agreement by you to us have been expressed to be inclusive of Taxes.

6. SUSPENSION AND TERMINATION

6..1 Term of this Agreement

This Agreement commences at the earlier of:

your acceptance of the terms of this Agreement; or
your first use of the Services,

and will continue until terminated under this clause 6 (Term).

6.2 Termination by Atisfy

Atisfy may terminate a Promotion at any time and for any reason, with or without notice to you. If Atisfy terminates a Promotion under this clause 6.2(a) then it may refund or credit you with some or all of the Fees prepaid by you to Atisfy in respect of the terminated Promotion (noting that Atisfy may withhold any component of the Fees which represent Taxes, amounts paid to an Influencer or other third party charges which Atisfy has paid in relation to your Promotion).
If you do not have any active Promotions, Atisfy may terminate this Agreement at any time, and for any reason, by:
1. the provision of written notice to you (which may include notice via the Platform); or
2. permanently disabling or deactivating your access to the Platform.

6.3 Suspension by Atisfy

Atisfy may suspend a Promotion or your use of the Platform and the Services, or any part thereof, at any time, and for any reason. Atisfy will however provide you with written notice (which may include notice provided via the Platform) if it suspends your use of the Platform or Services (or part thereof), and will advise you subsequently if and when such suspension is lifted.

6.4 Refund rights for termination or suspension for no fault

If Atisfy suspends or terminates this Agreement under clauses 6.2 or 6.3, or if you terminate this Agreement under clause 15.2, and if you have paid the Fees for Services as at the date of termination or suspension, then we will refund you the balance of the Fees (including the Services Fee) not expended on the Influencer executing the Promotion, any Taxes or other third party charges.
Apart from where required by law, and without limiting Atisfy ’s rights, Atisfy may refuse to provide a refund under paragraph (a) where the reason for the termination or suspension is due to:
1. a breach of this Agreement or any law by you;
2. an act described in clause 14.2;
3. Atisfy being required by a government agency to enact the suspension or termination; or
4. Atisfy reasonably considers such termination or suspension is required to avoid Atisfy breaching any law(i)

6.5 Termination by you

If you do not have any active Promotions, you may terminate this Agreement at any time, and for any reason, upon the provision of written notice to Atisfy, at which time your access to the Platform, Services and any Promotion Briefs will immediately cease.

6.6 Obligations on termination

Upon the termination of this Agreement by you or by Atisfy in accordance with this clause 6:

you and each Authorised User will be deactivated from using the Platform;
you and each Authorised User must cease all use of the Platform; and
you will pay Atisfy:
1. all Fees which are due under clause 5;
2. all Fees which are otherwise payable under this Agreement (whether or not on termination); and
3. all Fees which are due but remain unpaid as at the date of termination.

7. NON-POACHING OBLIGATION

7.1 During such time as you hold an Account on the Platform and for one year following termination of this Agreement and your Account, you shall not attempt to engage (whether directly or indirectly) with any Influencer that you have had contact with via the Platform (including an Influencer who carries out any Promotions for you), other than through us or the Platform without our prior written consent.

7.2 You agree that you shall not negotiate with an Influencer for the provision of any of their services (whether for payment or otherwise) outside of the Platform.

7.3 For each Promotion you have the ability to impose, as part of your Promotion Brief, a non-compete obligation on every Influencer that accepts and executes a Promotion. If your Promotion Brief contains a non-compete obligation and an Influencer accepts and executes your Promotion, the Influencer has agreed that it shall not be involved in activities whether online or otherwise in connection with any business involved in the manufacture or supply of goods or services which may compete with the goods or services to which the Promotion related. Irrespective of the length of time the Promotion Brief states the non-compete will continue, such non-compete restriction shall continue for no longer than a period of 30 days after the execution of the Promotion.

7.4 Where you impose a non-compete obligation on an Influencer as part of your Promotion Brief, we shall not be responsible in any way for enforcing such obligations on the Influencer or for restricting their activities on the Platform

8. PROHIBITED USES

8.1 Subject to clause 9.1, all content and information on the Platform, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material, as well as the infrastructure used to provide such content and information, is owned by Atisfy or its third party licensors. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, code, products, or Services obtained from or through the Platform. Additionally, you agree not to:

use the Platform or its contents for any commercial purpose, other than in your capacity as a business engaging an Influencer for a Promotion;
use another person’s name, account, identity or password without permission, or use the Platform while impersonating another person;
access, monitor or copy any content or information of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without Atisfy ’s 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, in Atisfy ’s discretion, an unreasonable or disproportionately large load on its server infrastructure;
(deep-link to any portion of the Platform for any purpose apart from where expressly permitted by this Agreement; or
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Atisfy in connection with the Platform or the Services (except to the extent specifically permitted by law).

9. YOUR CONTENT AND INTELLECTUAL PROPERTY RIGHTS

9.1 Subject to the Intellectual Property Rights which we are stated to own in this Agreement, you own all Intellectual Property Rights in the content that make up your Promotion and the Promotion Brief and which you submit to the Platform (BrandContent).

9.2 In consideration of Atisfy granting you (and your Authorised Users) access to the Platform and use of the Services, you expressly grant an irrevocable, perpetual, exclusive, royalty-free, sub-licensable, assignable license to Atisfy and its affiliates to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display your Brand Content, and to sublicence the same to Influencers as needed for them to carry out your Promotions.

9.3 Subject to your ownership of the Intellectual Property Rights in any Brand Content which an Influencer includes in their Influencer Content, you will have no rights in and to the Influencer Content.

9.4 You represent and warrant on an on-going basis that your Promotion and Brand Content does not infringe the Intellectual Property Rights or other rights of any other person or body and complies with all applicable laws, regulations, codes and standards, including without limitation all applicable advertising standards and regulations concerning sponsored or advertorial content. Such obligation includes but is not limited to a responsibility on you to ensure that your Promotion Brief includes the necessary hash tag requirements that exist in respect of all applicable advertising standards and regulations.

9.5 You agree that you shall not do any of the following without our prior written consent, either solely or jointly with or on behalf of any third party directly or indirectly:

reproduce or copy information or material from the Platform or any other material sent or made available to you by us or by an Influencer (Material) or create derivative works from, modify or in any way commercially exploit any of the Material;
distribute, transmit or publish any of the Material (including using it as part of any library, archive or similar service); or
create a database in electronic or structured manual form by downloading and storing all or any of the Material for any purpose whatsoever.

9.6 To the extent that you have any moral rights in your Brand Content you provide to Atisfy, then you waive all such moral rights, and to the extent that such waiver is not possible, then you consent to Atisfy making all uses, edits and modifications to your Brand Content in its sole discretion, including, without limitation, as further described in this Agreement.

9.7 You warrant that your Brand Content will not infringe the Intellectual Property Rights or other rights of any person.

9.8 You warrant that if Brand Content reproduces the likeness or image of any person, or contains an endorsement from a person, that the person whose image or likeness is reproduced, or who provides their endorsement, in or for your Promotion, has provided their express consent to you, for their image or likeness or endorsement to be published on the Platform or included in the Promotion.

9.9 You agree that:

your Promotion, Promotion Brief and Brand Content is not confidential once it has been uploaded to the Platform;
you are solely responsible for each Promotion you post on the Platform;
Atisfy may reproduce any part of your Promotion on the Platform and will determine in its discretion how it presents your Promotion on the Platform; and
Atisfy may make any modifications to your Promotion in its sole and absolute discretion, before presenting your Promotion on the Platform.

9.10 You agree that Atisfy is under no obligation to edit, monitor or control your Promotion Brief that is published to the Platform by you or an Authorised User, but that Atisfy reserves the right to do so.

9.11 You agree that you will not post, upload to, transmit, distribute, store, create or otherwise publish on the Platform or as part of a Promotion and you will ensure that your Brand Content does not contain, any of the following (Infringing Content):

content that infringes, or may infringe, the Intellectual Property Rights or other rights of any person;
content that impersonates any person or entity or otherwise misrepresents your relationship with Atisfy or any other person;
content that is false, unlawful, misleading, libellous, defamatory, slanderous, obscene, pornographic, indecent, lewd, abusive, harassing or advocates harassment of another person, threatening, invasive of privacy, abusive, inflammatory, fraudulent or otherwise objectionable;
content that can reasonably be considered to be offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or which incites such behaviour or action from others;
content that would constitute, encourage or promote, or provide instructions for the conduct of an illegal act or omission, any criminal activity, or violate the rights of any person or party in any country of the world;
content which contains the private information of any person;
content which publishes an image or likeness of a person who has not consented to their likeness or image being used in your Promotion; and/or
content which contains viruses, malware or any other malicious software or data.

9.12 To the maximum extent permitted by law, Atisfy will have no responsibility or liability for any Brand Content, Influencer Content or Infringing Content posted, stored or uploaded on the Platform, or for any loss or damage suffered by you or any other person as a result of the Platform storing, holding, or making available, any Brand Content or Infringing Content to Influencers, or other members of the public.

9.13 Atisfy is under no obligation to review your Promotion and any Brand Content to determine its accuracy, truthfulness, or whether it is defamatory, slanderous or contains falsehoods.

10. CONFIDENTIALITY & PRIVACY

10.1 You must keep all of our content and processes that form the Platform confidential.

10.2 Both you and Atisfy agree to comply with all applicable privacy laws in dealing with any personal information or other identifying information provided by a user of the Platform or a third party about a user (Personal Information). Both you and Atisfy must at all times collect, use, hold, destroy, and disclose Personal Information in accordance with each party ’s respective privacy policy and applicable law.

10.3 By using the Platform or the Services, you agree to:

the terms of the Atisfy Privacy Policy. A copy of our Privacy Policy may be viewed on our website; and
if applicable, our standard Data Protection Agreement in relation to our processing of the personal information you supply to us. A copy of our standard Data Protection Agreement may be viewed on our website.

11. SUPPORT

11.1 If you require support in relation to your use of the Platform, or any of our Services, please visit our website.

12. COMPLIANCE WITH THIRD PARTY LICENCES

12.1 The Platform may incorporate components licensed to Atisfy by third parties, which may be subject to their own End User Licence Agreements (Third Party Licences).

12.2 You agree that the use of the Platform, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Platform, which are appended to this Agreement or separately notified to you.

12.3 You agree to be bound by and observe all terms and conditions of any Third Party Licence notified to you and acknowledge that any breach of a Third Party Licence will entitle Atisfy to terminate the Licence and exercise its rights under clause 6.

13. YOUR INDEMNITY

13.1 You indemnify and keep indemnified, Atisfy, its agents, employees and officers against all loss, cost, expense or damage which Atisfy, its agents, employees or officers suffer or incur, as a direct or indirect result of:

any misuse of the Platform by you or your Authorised Users in breach of this Agreement;
your breach of this Agreement or violation of any law or Atisfy ’s Intellectual Property Rights or the Intellectual Property Rights in the Influencer Content or other rights of a third party;
you posting or uploading any Infringing Content; or
any legal proceedings or any claim made against Atisfy by a third party, which arises directly or indirectly from:

any Infringing Content; or
the publication or conduct of any Promotion by you.

13.2 Any amount payable by you under the forgoing indemnity will be reduced to the extent that Atisfy caused or contributed to the relevant act or event giving rise to the indemnity.

14. LIABILITY AND DISCLAIMER

14.1 You acknowledge and agree that Atisfy has made no warranties that the Services will be error free or that an Influencer will comply with the terms of a Promotion Agreement.

14.2 You agree that Atisfy will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Atisfy complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

epidemic, pandemic, fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
a significant demand being placed on telecommunications infrastructure, or on Atisfy’s services, which is above the usual level of demand and which results in a failure of Atisfy ’s software and hardware to function correctly or in a timely manner;
the failure of any third party to fulfil any obligations to Atisfy; or
any other circumstances or event similar to the above which is beyond the reasonable control of Atisfy.

14.3 You acknowledge and agree that Atisfy has no liability whatsoever to you in relation to:

the conduct of an Influencer;
any negligence of an Influencer or other tort committed by an Influencer;
any breach or default by an Influencer;
any breach or default of the Promotion Agreement by an Influencer; or
any damage to your brand or reputation caused by an Influencer.

14.4 In the event any terms, conditions, representations or warranties are implied by statute, common law or equity into this Agreement which cannot be lawfully excluded (Prescribed Terms), such Prescribed Terms will apply, save that Atisfy’s liability for breach of any such Prescribed Terms will be limited, to the extent permitted by law, at Atisfy’s option, to any one or more of the following:

in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

14.5 If Atisfy’s liability for breach of any Prescribed Terms are capable of exclusion, they are hereby excluded to the fullest extent permitted by law

14.6 To the extent permitted by law, and subject to clause 14.4, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under this Agreement.

14.7 Subject to clause 14.4, and to the extent permitted by law, Atisfy’s liability to you arising directly or indirectly under or in connection with this Agreement or otherwise in connection with or in any way relating to the Platform or any of the Services, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:

Atisfy excludes all liability for loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with this Agreement or otherwise in connection with or in any way relating to the Platform or Services; and
Atisfy ’s total aggregate liability under or in any way connected with this Agreement or otherwise in connection with or in any way relating to the Platform or Services, is otherwise limited to the lesser of:
1. SGD10.00; and
2. the total Services Fees you have paid to us for the Services that are the subject of the relevant claim.

15. AMENDMENTS

15.1 Atisfy reserves the right to revise and amend this Agreement in its discretion, as follow

if Atisfy considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended Agreement (as applicable) on the Platform; and
if Atisfy considers that the change is likely to have a significant detrimental impact on you, it will make the change and either provide you with an updated link to the new agreement on the Platform, or display the new agreement to you when you next log into the Platform (to enable you to review and seek advice on the amendment).

15.2 Your continued use of the Platform after an amendment takes effect will mean that you agree to that amendment. You must stop using the Platform if you do not agree to an amendment.

16. GENERAL CLAUSES

16.1 In the interpretation of this Agreement unless the context otherwise requires:

headings and words in bold type are included for convenience only and do not affect interpretation;
the words “includes” or “including” mean “includes without limitation” or “including without limitation”;
a reference to a word includes the singular and the plural of the word and vice versa;
a reference to a gender includes any gender;
if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;
a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
a reference to a recital, clause, paragraph, schedule, annexure or other part is a reference to an item of that type in this Agreement;
a reference to a party is a reference to a party to this Agreement and includes a reference to that party’s successors, personal legal representatives and permitted assigns;
a reference to a statute or regulation or a provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or replaced, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute; and
if an individual party to this Agreement consists of two or more persons, then those persons are bound both jointly and severally.

16.2 Any notice given under this Agreement must be in writing, or alternatively must be given via functionality contained in the Platform. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:

in the case of a notice delivered by hand, when so delivered;
in the case of a notice sent by pre-paid express post, on the third clear Business Day after the date of posting;
in the case of a notice sent by email, at the time that the email is sent, unless the sender receives a notification that the email was delayed or not received; or
in the case of a notice sent via functionality contained in the Platform, at the time the notice was sent,

but if the effect of paragraphs (a) – (d) above is that a notice is taken to have been received before 9:00am or after 5:00pm on a day which is not a Saturday, Sunday or public holiday in Singapore (Business Day), or on a day which is not a Business Day, then the notice is taken to have been received at 9:00am of the next Business Day.

16.3 Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.

16.4 There are no other representations, promises, warranties, covenants or undertakings between the parties and this Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

16.5 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

16.6 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the extent that the invalid or unenforceable provision will be treated as severed from this Agreement.

16.7 You must not assign or novate any of your rights or obligations under this Agreement. You agree that Atisfy may however assign or novate this Agreement at any time, with or without notice to you.

16.8 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

16.9 This Agreement will be construed in accordance with and will be governed by the laws in force in Singapore. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of Singapore.

This document is revised in May 2023. Any enquiries regarding this influencer agreement should be addressed with our legal officer via email at legal@atisfy.com.