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RASOOC Platform Terms of Use

HOUSE RULES | CONSUMER FIRST

Here at RASOOC we believe that all influencer posts should be transparent and put consumers first. Therefore, both Creators and Brands need to ensure that no campaign or post is false or misleading. RASOOC expects that all users comply with all applicable laws and industry self-regulation relating to influencer marketing in the country platform is being usedThis means that all influencer marketing posts which are being facilitated through RASOOC should be transparent and labeled with appropriate disclosures, such as #ad. We expect Creators and Brands to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored posts.

HOUSE RULES | BRAND

BE RESPONSIVE: Please appreciate the energy each Creator has invested into their submission by responding to each one quickly. This will also prevent Creators 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 a Creator has crafted over thousands of posts. If you change the language, you’ll change the response.

BE OPEN: This platform is for influencers, not celebrities. You may not recognize them, but rest assured their followers do. We believe accessing countless pockets of influence is far more meaningful than a large celebrity endorsement.

BE AWARE: Feel free to share a Creator'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 additional approval from RASOOC.

HOUSE RULES | CREATOR

BE TRANSPARENT: Keep up to speed with the latest developments and best practice on how to label your posts in a transparent way to show that it is paid for by the brand. Normally, that will mean labeling your content with #ad or ADVERT in the title or thumbnail of your content. Don’t try to hide the fact that the content is paid for; both you and the Brand will lose credibility if you do.

BE GENEROUS: Posts must stay on the top of your feed for minimum 5 hours and on your platform for 30 days.

BE AUTHENTIC: If you wouldn't recommend a Brand for free – don't recommend it for money.

BE GENUINE: We work exclusively with Creators who’ve organically grown their audience. If you’re misrepresenting the size of your audience or engagement in your content, we reserve the right terminate your RASOOC account.

BE MINDFUL: If you’re seen to be recommending competing brands in quick succession or over-populating your feed with sponsored posts, you’ll lose credibility with your Rasooc.

    Introduction

  1. The RASOOC Platform is owned and operated by the RASOOC. By using the RASOOC Platform, you agree to accept these RASOOC Platform Terms of Use (“Terms of Use”) and the House Rules.
  2. RASOOC has created the RASOOC Platform to allow Brands and Creators to 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 RASOOC 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 RASOOC Platform allows Brands to create Influencer Marketing Campaigns and Content Only Campaigns via the Campaign Builder, which are then shared with Creators via the Application. Creators using the Application can respond to a Campaign brief by creating a Post or Paid Content. A Brand will pay, and the Creator will earn, compensation when:
    1. in relation to an Influencer Marketing Campaign, the Brand approves a Post and the Post is published to the Creator’s Community via his or her Channels, as selected; or
    2. 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. RASOOC 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 RASOOC Platform and by way of RASOOC Services agreed between RASOOC and a Brand from time to time.
  5. Your access to and use of the RASOOC Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the RASOOC Platform, you agree to be bound by these Terms of Use, and these Terms of Use apply to all transactions conducted through the RASOOC Platform.
  6. Terms for Creators

  7. Paragraphs 7 to 51 apply only to Creators participating in the RASOOC Platform and, along with paragraphs 1 to 5 and 105 to 155, govern use by Creators of the RASOOC Platform.
  8. REGISTRATION OF CREATOR ACCOUNT

  9. To register an account to use the Application as a social media Creator (“Creator Account”), an individual must download the Application and sign in to the Application with their Facebook, Instagram and/or Twitter accounts in the manner specified in the Application and these Terms of Use (including paragraphs 106 and 107).
  10. In order to be able to submit Posts to Campaigns, you must connect your account to your Instagram account, Twitter account and/or Facebook page. By doing so, you are granting RASOOC permission to access historical account activity, usage data and audience insights, and to publish Posts directly to those of your Channels in accordance with these Terms of Use.
  11. CREATOR ELIGIBILITY

  12. Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register a Creator Account, but in order to participate in any Campaigns and earn compensation as a Creator via the RASOOC Platform, you must meet the following minimum standards:
    1. you must be eligible to use each of the social media platforms through which you sign in to the Application (under the relevant platform's prevailing terms and conditions);
    2. you must have at least 500 followers on any of the Channels that you use to sign in to the Application, or you must submit an application and be approved by RASOOC to participate in Content Only Campaigns;
    3. each of those Channels must be public (viewable by anyone); and
    4. 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.
  13. 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 Application.
  14. 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.
  15. SUBMISSION OF CONTENT FOR A CAMPAIGN

  16. You are responsible for reviewing all of the information about a Campaign provided in the Application or by RASOOC and for verifying the suitability for you of submitting Content to, or otherwise participating in, any Campaign.
  17. You acknowledge that:
    1. 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 RASOOC upfront as part of the Campaign information;
    2. RASOOC 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
    3. if you choose to purchase a product of a Brand, there is no guarantee that any of your Posts or Paid Content about the product will be approved or used by the Brand.
  18. Each Post or Paid Content that you upload to the Application, submit to a Brand for approval, or publish to a Channel via the RASOOC Platform must adhere to the requirements contained in these Terms of Use, the House Rules and any additional requirements imposed by RASOOC 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.
  19. You acknowledge and agree that RASOOC is not obliged to submit any Post or Paid Content that you upload to the Application to the Brand. Posts and Paid Content that do not comply with paragraph 14 or that RASOOC otherwise considers unsuitable for the Campaign may be made inaccessible by the Brand and/or removed from the RASOOC Platform at RASOOC’s absolute discretion (whether or not they have been submitted to, or reviewed or approved by, the Brand).
  20. You acknowledge and agree that RASOOC is entitled to intercept, review and moderate Posts or Paid Content that you upload to the Application, 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.
  21. You must clearly disclose in each sponsored Post your relationship with the Brand. RASOOC 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. RASOOC 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 RASOOC’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 RASOOC Platform.
  22. You warrant, in respect of each Post and Paid Content you upload to the Application, submit to Rasooc for approval, or publish to a Channel via the RASOOC Platform, that:
    1. you are aged over 16 years, or are aged over 13 years and have your parent or legal guardian’s consent;
    2. if you are aged over 16 years and the Post or Paid Content features children aged 16 years or younger, you are the parent or legal guardian of those children;
    3. if you are aged 13 years to 16 years, the Post or Paid Content does not feature other children aged 16 years or younger;
    4. 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 RASOOC and the Brand or to sell the Paid Content to RASOOC for use by RASOOC, the Brand or any other third party (as applicable), in the manner set out in these Terms of Use;
    5. 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;
    6. any and all opinions and views stated in the Post or Paid Content are genuinely held by you;
    7. 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 RASOOC if your opinion of the Brand changes from that which you have expressed in the Post or Paid Content;
    8. 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;
    9. 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;
    10. 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 RASOOC, 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 RASOOC and the Brand;
    11. 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;
    12. 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 RASOOC, 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 RASOOC, the Brand or any other third party in any media and in perpetuity and neither you, RASOOC 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
    13. 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 RASOOC 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.
  23. Nothing in these Terms of Use grants you any ownership of, or other rights in, the Intellectual Property Rights of the Brand.
  24. 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.
  25. INFLUENCER MARKETING CAMPAIGNS – PUBLICATION OF POSTS

  26. Once a Post has been approved by RASOOC or/andthe Brand, you are required to publish the Post to your relevant Channel through the Application in the manner required within 48 hours of the Post being approved (unless RASOOC or the Brand stipulates a different timeline).
  27. You will not have an opportunity to edit a Post after RASOOC or the Brand has approved the Post. You must publish the Post exactly as approved by RASOOC or the Brand, unless RASOOC or the Brand expressly agrees otherwise.
  28. 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.
  29. You agree that you will not:
    1. 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;
    2. remove the Post from your Channel for a period of 30 days after the Post is published;
    3. edit any approved Post after it has been published other than in accordance with these Terms of Use;
    4. 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
    5. grant any further rights in a Post to a Brand without the written permission of RASOOC and appropriate fees being negotiated on a reasonable basis by RASOOC.
  30. 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 RASOOC and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and RASOOC.
  31. INFLUENCER MARKETING CAMPAIGNS – MODERATION AND REMOVAL OF POSTS

  32. You acknowledge and agree that RASOOC 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 RASOOC to the Post (provided that the Post must remain compliant with these Terms of Use and the House Rules, 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, RASOOC may request that you post the correct approved Post and that you will immediately comply with such a request.
  33. You acknowledge and agree that RASOOC 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.
  34. 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 RASOOC, the Brand and you before publication.
  35. INFLUENCER MARKETING CAMPAIGNS – RIGHTS IN POSTS

  36. 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 RASOOC or the Brand.
  37. You grant in respect of each and every Post uploaded to the Application or submitted to a Brand for approval, or published to a Channel via the RASOOC Platform, a licence for RASOOC (and its agents) to edit and re-format the Post into such formats or versions for use by RASOOC in such media as RASOOC requires for the purposes of the conduct of the relevant Campaign or to use it as contemplated by paragraph 31.
  38. In consideration of the payment to you of the Post Fee, you grant in respect of each and every Post uploaded to the Application, submitted to Rasooc ora Brand for approval, or published to a Channel via the RASOOC Platform as part of a Campaign:
    1. to RASOOC (and its agents):
      1. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, sub-licensable licence to use the Post for the purpose of marketing and promoting RASOOC (and its products and services) in any manner, without further notification to or consent of you or any further compensation payable to you;
      2. 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 RASOOC), in all social media (including but not limited to the social media channels of RASOOC), 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
    2. to the relevant Brand (and its agents):
      1. 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; and
      2. 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).
  39. 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.
  40. In respect of each Post you upload to the Application, submit to Rasooc for approval, or publish to a Channel via the RASOOC 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 any thing 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.
  41. CONTENT ONLY CAMPAIGNS – RIGHTS IN PAID CONTENT

  42. When you upload Paid Content in response to a Content Only Brief, you will be presented with RASOOC’s Content Rights Terms document, which contains terms and conditions for the transfer of ownership of the Paid Content to RASOOC. You must agree to the Content Rights Terms document each time you submit Paid Content.
  43. Under the Content Rights Terms document, you will assign all Intellectual Property Rights in Paid Content to RASOOC 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 RASOOC making payment of the Paid Content Fee. This will allow RASOOC 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.
  44. 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 RASOOC or a Brand, or purport to grant any rights to that Paid Content to the Brand or any other person.
  45. NO DISPARAGEMENT OF BRANDS

  46. You agree that, if you participate in a Campaign for a Brand, you will not:
    1. parody, disparage, make any adverse comment on or make fun of the Brand or its products or services in any way; or
    2. 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

  47. Before receiving any payments for any Posts or Paid Content, you will be asked to provide financial details, including your nominated bank account details, whether or not you are registered for GST or VAT , number (if applicable), You are responsible for the accuracy of your nominated bank account details.
  48. It is your responsibility to notify RASOOC in the event that you are registered for and liable to pay GST or VAT (as applicable), and to keep RASOOC up to date with your registered GST and/or VAT details (as applicable).
  49. If a Brand requests changes to a Post or Paid Content you have submitted prior to the Post being approved or the Paid Content being accepted, and you agree to make those changes, you may request or receive a prompt for pre-approval. Pre-approval is intended to ensure the Brand makes a financial commitment to make the pre-agreed changes prior to final approval or acceptance.In the event that this occurs and you make the pre-agreed changes, the Brand will be required to either approve the final submission, or forfeit the deposit. Where the Brand forfeits the deposit, this will be paid to you after the submitted Post or Paid Content has been declined, or the Campaign has ended. Where a deposit is paid to you, neither the Brand nor RASOOC has any obligation to pay the full amount that would have been payable had the Content been approved or accepted. In the event that you do not make the agreed changes to your submitted Content, you will not be paid any amount for your Content despite the pre-approval.
  50. 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.
  51. RASOOC will pay the Post Fee or Paid Content Fee (plus GST or VAT, if applicable to you) into your nominated bank account (as supplied by you via the Application in the manner required) by Electronic Funds Transfer. RASOOC will issue you with a recipient generated tax invoice for this purpose.
  52. Subject to paragraph 47:
    1. the applicable Post Fee will be paid (as applicable to you, as described below) approximately 30 days after the approved Post has been published; or
    2. the applicable Paid Content Fee will be paid (as applicable to you, as described below) approximately 30 days after the Paid Content has been licensed by the Brand.
  53. If for any unforeseen reason RASOOC is delayed in paying you, RASOOC will endeavour to notify you of these delays, and rectify any payment delays as soon as reasonably possible.
  54. RASOOC 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 46, 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.
  55. If a Brand requests that you make any changes to the Post or Paid Content that you have already submitted, you may negotiate via the RASOOC Platform for the payment of an additional amount to compensate you for your additional time and cost in making those changes. RASOOC reserves the right to monitor, advise you or the Brand in relation to, and approve any change requests and the associated fees.
  56. 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 House Rules. In the event of any disputes about your compliance and payment, RASOOC 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.
  57. You acknowledge and agree that you must not:
    1. accept a product, service or other non-monetary arrangement from a Brand as partial or full payment for any Post or Paid Content, except with the approval of RASOOC;
    2. otherwise circumvent, or negotiate or attempt to negotiate, terms or payment with Brands in relation to a Campaign.

    CREATOR RELATIONSHIP WITH RASOOC AND THE BRAND

  58. As a Creator, you will at all times perform your obligations and provide Posts or Paid Content to RASOOC 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 RASOOC 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 RASOOC or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
  59. 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, RASOOC or any their respective successors or licensees. You hereby release the Brand, RASOOC 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.
  60. You acknowledge that RASOOC 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.
  61. You acknowledge that all right, title and interest in each Brand's products, services, trade marks, brands, logos and images are and will remain the property of that Brand at all times, and you must not copy or use them except to the extent necessary for you to participate in the Brand's Campaigns in accordance with these Terms of Use or with the Brand's prior written consent.
  62. Terms for Brands

  63. Paragraphs 54 to 103 apply only to Brands participating in the RASOOC Platform and, along with paragraphs 1 to 5 and 105 to 155, govern use by Brands of the RASOOC Platform.
  64. REGISTRATION OF BRAND ACCOUNTS

  65. 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 106 and 107), including providing your full name, email address, telephone number and password, and selecting your preferred payment method (invoice or credit card) and providing payment details where requested. You will not be charged to create a Brand Account.
  66. If you are using the RASOOC 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.
  67. RASOOC may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend.
  68. You must nominate a primary contact for your Brand Account. The first user to register a Brand Account will automatically be selected as the primary contact, but the primary contact's identity and details may be edited through the Website by any authorised person with access to the Brand Account. RASOOC will use the details provided for the primary contact for all enquiries relating to the Brand Account.
  69. GENERAL CONDUCT BY BRANDS

  70. You must use the RASOOC Platform in a fair and reasonable way and for its intended purposes, and treat Creators in a fair and reasonable manner.
  71. CONDUCT OF CAMPAIGNS

  72. RASOOC reserves the right, in its sole discretion, to reject Campaigns that do not comply with these Terms of Use.
  73. RASOOC 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
  74. 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 RASOOC.
  75. You may, after consultation with and with the approval of RASOOC, negotiate directly via the RASOOC 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.
  76. 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 RASOOC.
  77. You must not attempt to instruct, coerce or manipulate any Creator to hide the commercial relationship between the Brand and the Creator.
  78. 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.
  79. You acknowledge that:
    1. neither any Creator nor RASOOC is required to purchase any of your products or services;
    2. even if a Creator requests you to send a sample product, you are under no obligation to do so, unless such an arrangement is agreed and approved by RASOOC upfront as part of the Campaign information;
    3. RASOOC 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 RASOOC Platform is not verified by RASOOC; and
    4. 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.
  80. You warrant that:
    1. you own the Intellectual Property Rights in any Content you upload to the RASOOC Platform and have the right to license the Content to RASOOC and Creators in the manner set out in these Terms of Use; and
    2. any Content you upload to the RASOOC 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.
  81. You acknowledge that, even if any Content provided by Creators has been curated, directed, reviewed or moderated by RASOOC (including as part of the RASOOC Services) prior to being provided to you for approval, RASOOC 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 RASOOC 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, RASOOC 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. RASOOC 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.
  82. 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 RASOOC so that RASOOC may seek to resolve your concerns (including dealing with the relevant Creator as required).
  83. You acknowledge that Creators are independent third parties and their audiences are not directly controlled by RASOOC. As a consequence, any Posts will inherently risk negative or unflattering comments about you or your products or services.
  84. You agree that, upon notice from RASOOC 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 RASOOC 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. RASOOC shall, where possible, endeavour to source comparable Content (to be determined by RASOOC in its reasonable commercial judgement) free of charge, but subject to these Terms of Use and a comparable Rights Licence.
  85. You acknowledge that RASOOC 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.
  86. PROVISION OF RASOOC SERVICES

  87. RASOOC will perform any RASOOC 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.
  88. RASOOC will perform the RASOOC Services with all due care and skill, but you acknowledge and agree that, except to the extent any responsibility is expressly assumed by RASOOC in writing, you remain responsible for the conduct of each Campaign and your compliance with these Terms of Use.
  89. If you subscribe to RASOOC Services on the basis that the term automatically rolls over from time to time:
    1. that subscription or other service arrangement can be terminated by either RASOOC or you giving at least two months' notice to the other party, and such termination will take effect on the expiry of the then-current subscription term (or the following subscription term if required to ensure that at least two months' notice has been provided); and
    2. you are not entitled to a refund of any subscription fees or charges if you seek to cancel, or stop using, the RASOOC Services during a subscription term.
  90. The fees and charges payable in respect of any RASOOC Services you subscribe for or order will be as set out in the applicable subscription agreement or invoice issued by RASOOC from time to time. If you subscribe to or order RASOOC Services on the basis that the term of those RASOOC Services automatically rolls over from time to time, RASOOC may vary the applicable subscription fees and other applicable charges for the upcoming term by giving you notice at least three months prior to the start of the term to which the varied subscription fees or charges will apply.
  91. PAYMENT TERMS FOR BRANDS

  92. You agree to pay RASOOC all fees and charges made to your Brand Account for use of the RASOOC Platform and all fees and charges payable in respect of the RASOOC Services required for Campaign delivery, inclusive of Post Fees and/or Paid Content Fees, in accordance with these Terms of Use.
  93. Media Agencies using the RASOOC Platform acknowledge and agree RASOOC is a cost of good and is non-commissionable. No agency rebates will be given.
  94. If you subscribe to or order any RASOOC Services, you must pay all subscription fees and other applicable charges as set out in the applicable subscription agreement, invoice terms or other terms imposed by RASOOC from time to time.
  95. If you do not use your entire Campaign Budget on a Campaign (whether due to early Campaign cancellation, change of Campaign scope, or under-spend), you will still be liable to pay the full amount of the Campaign Budget. Any amount of the Campaign Budget not applied to the Post Fees, Paid Content Fees and other Campaign fees and charges will be held by RASOOC as a credit to use in the RASOOC Platform for 90 days from the date of commencement of that Campaign, after which time it will be forfeited.
  96. Brands and Media Agencies may request that RASOOC issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
  97. RASOOC reserves the right to refuse any Invoice request in its sole discretion.
  98. Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must provide RASOOC with a purchase order or insertion order (or similar) approving the total fees and charges to be included on the Invoice and including a purchase order or insertion order number. RASOOC 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.
  99. Where RASOOC approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorizes RASOOC, its employees, servants and agents to make such enquiries as RASOOC 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 RASOOC, its employees, servants and agents, all information requested by RASOOC for the purpose of assessing your credit worthiness. Any terms of credit offered by RASOOC, including where RASOOC approves payment by Invoice, may be varied by RASOOC in its sole discretion and advised to you in writing.
  100. You must pay the amount of any Invoice you have requested in accordance with the payment terms specified in it or as agreed with RASOOC in writing. Where no such terms of payment are specified or agreed, RASOOC's standard payment terms apply, being 14 days from the date of the Invoice. Charges paid to RASOOC pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign (“Credit”).
  101. When you approve a Post or Paid Content, you undertake that where you have paid an 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 61), you have sufficient authority to authorise RASOOC to apply that Credit to the applicable charge
  102. In relation to Influencer Marketing Campaigns, upon approving a Creator’s Post submission, you authorise RASOOC to debit the gross fee that is payable for the Post from your Credit balance.
  103. In relation to Content Only Campaigns, upon approving a Creator’s Paid Content submission, you authorize RASOOC to debit the applicable Rights Fee. 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.
  104. If you request changes to a Post or Paid Content submitted by a Creator before approving or accepting it, and the Creator agrees to make those changes, RASOOC may (through the RASOOC Platform) require you to ‘pre-approve’ that Content before the Content can be changed and re-submitted. Pre-approval requires that you pay an upfront deposit so as to provide financial commitment to the Creator before they make the agreed changes prior to final approval. In the event that you pre-approve Content and the Creator makes the agreed changes and re-submits the changed Content, you must either approve the final submission or forfeit the deposit. In the event that the Creator does not make the requested changes, you may seek a refund of the deposit and the Creator will not be paid for their pre-approved Content despite the pre-approval. RASOOC will endeavour to resolve any disputes between you and a Creator in relation to the application of this clause 91.
  105. If you fail to pay any charges by the due date or RASOOC is unable to successfully process your payment of any charges, RASOOC 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. RASOOC also reserves the right to withdraw credit facilities (where applicable) at any time or to remove your access to the RASOOC Platform. Without limiting its rights, in the event you fail to pay any charges within the timeframe and in the manner required, RASOOC reserves the right to suspend or terminate your access to the RASOOC Platform or to suspend or terminate any current Campaigns.
  106. If RASOOC 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 RASOOC for payment of any such indirect tax in addition to, and at the same time as payment of, other amounts to RASOOC under these Terms of Use. You may be required to self-assess such taxes under the applicable laws of your country or residence.
  107. PAYMENT TERMS FOR BRANDS

  108. RASOOC will make payment of the Post Fee or Paid Content Fee to the Creator in accordance with the timing specified in paragraph 43.
  109. REFUNDS BY RASOOC TO BRANDS

  110. RASOOC will refund to you the amount of any Post Fee or Paid Content Fee where RASOOC considers the Creator has breached these Terms of Use or the House Rules in relation to the relevant Post or Paid Content, or where RASOOC has been repaid that amount by the Creator as a consequence of such a breach. RASOOC may reimburse you amounts in other circumstances but is not obliged to do so.
  111. RIGHTS TO USE POSTS AND PAID CONTENT

  112. 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).
  113. You acknowledge and agree that your right to use Paid Content is strictly limited in accordance with the Rights Licence selected via the RASOOC 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.
  114. 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 RASOOC 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.
  115. 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.
  116. While RASOOC 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 RASOOC 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.
  117. 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 RASOOC directly at the contact details set out in these Terms of Use. Additional fees may apply.
  118. You must not remove any watermarks or copyright notices contained in any Content on the RASOOC Platform.
  119. 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.
  120. Additional Terms

  121. The remainder of these Terms of Use (being paragraphs 105 to 155) apply both to Creators and Brands participating in the RASOOC Platform.
  122. ACCOUNTS GENERALLY

  123. RASOOC reserves the right to refuse registration of an Account for any reason in its sole discretion. Any decision of RASOOC is final and no correspondence will be entered into.
  124. 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 House Rules, 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 RASOOC Platform on its or their behalf.
  125. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid.
  126. You must be logged in to your Account in the manner required each time you wish to use the RASOOC Platform.
  127. 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 RASOOC 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 RASOOC when you desire to cancel your Account. RASOOC will not be responsible or liable for any loss or damage arising from your failure to comply with this paragraph 109.
  128. RASOOC retains the right and absolute discretion to suspend, terminate or limit your access to your Account and/or the RASOOC Platform if it believes that you are abusing or tampering with the RASOOC Platform (or any element thereof) in any way, that you have provided misleading information or made any misrepresentations to RASOOC in connection with the RASOOC Platform, that you have breached or are breaching these Terms of Use or the House Rules, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the RASOOC Platform (or any element thereof). RASOOC’s legal rights to recover damages or other compensation from you in such circumstances are reserved.
  129. 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.
  130. RELATIONSHIP WITH SOCIAL MEDIA PLATFORMS

  131. When you link to any social media account through your Account on the RASOOC Platform, you warrant, represent and covenant that:
    1. the social media account is the account of the Creator or Brand in whose name the Account has been registered;
    2. 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
    3. 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.
  132. In creating an Account, you are providing your information to RASOOC 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 RASOOC 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 RASOOC Platform. Any questions, comments or complaints about the RASOOC Platform must be directed to RASOOC and not to any media or social media platforms. For the purposes of this paragraph 113, RASOOC 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 RASOOC has suffered its own loss or damage).
  133. The RASOOC 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 RASOOC 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 RASOOC 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 RASOOC Platform. The RASOOC Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
  134. SUBMISSION OF CONTENT THROUGH RASOOC PLATFORM

  135. Without limiting the other requirements set out in these Terms of Use, you must ensure that any Content you submit to the RASOOC Platform does not contain anything that:
    1. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
    2. is copied or adapted either wholly or substantially from any other work or material;
    3. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
    4. parodies, disparages or makes fun of RASOOC or its products of services in any way;
    5. solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (except to the extent required as part of a Campaign);
    6. 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;
    7. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam;
    8. infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
    9. 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
    10. contains any viruses, corrupted data or other harmful or malicious code of files.
  136. RASOOC retains the right to remove from the RASOOC Platform any Content that it considers breaches these Terms of Use or the House Rules.
  137. USING THE RASOOC PLATFORM

  138. 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 RASOOC Platform in the manner permitted in these Terms of Use.
  139. You must use the RASOOC Platform in accordance with any applicable instructions set out within the RASOOC Platform.
  140. You must not:
    1. decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the RASOOC Platform to a human perceivable form;
    2. distribute or republish any element of the RASOOC Platform in any way;
    3. resell, rent, lease, licence or lend any element of the RASOOC Platform;
    4. defeat, disable or circumvent any security feature of the RASOOC Platform;
    5. transfer any element of the RASOOC Platform to any third party;
    6. use any data mining, robots or similar data gather or extraction methods;
    7. 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
    8. sell, licence, lease or in any way seek to commercialise any component of the RASOOC Platform without specific written authorisation from RASOOC.
  141. You must not engage in crawling, scraping, caching or otherwise accessing any content on the RASOOC Platform via automated means, except with RASOOC’s written consent.
  142. RASOOC reserves the right to monitor the RASOOC Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, RASOOC may close or freeze the Account immediately.
  143. The RASOOC Platform may contain links to other sites not maintained by RASOOC (“Linked Sites”). RASOOC is not responsible for the content of any Linked Sites, whether or not RASOOC is affiliated with the Linked Sites. RASOOC 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 RASOOC and RASOOC provides links to the Linked Sites only as a convenience to users of the RASOOC Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by RASOOC. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit.
  144. Any costs associated with downloading, installing, accessing and using the RASOOC Platform remain your responsibility and are dependent on the service provider used.
  145. 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 RASOOC Platform and meets all relevant technical specifications necessary to access and use the RASOOC Platform.
  146. If you are the driver of a vehicle (or other form of transport), you must not use the RASOOC Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the RASOOC Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the RASOOC Platform. In the interests of safety at all other times, RASOOC recommends that you only use the RASOOC Platform when it is lawful and safe to do so.
  147. RASOOC’S INTELLECTUAL PROPERTY

  148. All RASOOC Materials on the RASOOC 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 RASOOC Materials to a Brand or Creator.
  149. All right, title and interest in all Intellectual Property Rights in all of RASOOC’s brands, logos, images, buttons, codes, layout, text, content, graphics, and products and services as displayed on the RASOOC Platform as well as the look and feel of the RASOOC Platform (the “Brand Features”) are the property of RASOOC and will remain or be vested in RASOOC at all times and may not be copied, imitated or used in whole or in part without RASOOC’s prior written consent. Your use of the RASOOC 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 RASOOC Platform. RASOOC 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 RASOOC Platform in accordance with these Terms of Use. You may not use metatags or any other “hidden text” utilising the Brand Features without RASOOC’s prior written consent.
  150. COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS

  151. If you believe that any material on the RASOOC Platform infringes upon any copyright that you own or control, you may file a notification of such infringement with RASOOC at the following details:
  152. info@rasooc.com

    CONFIDENTIALITY

  153. Each of you and RASOOC understands that the other has disclosed or may disclose business, technical or financial information relating to its business, including in the case of RASOOC (Confidential Information), and agrees:
    1. to take reasonable precautions to protect the other party's Confidential Information;
    2. not to use the other party's Confidential Information except for the purposes of these Terms of Use; and
    3. not to disclose the other party's Confidential Information to any third person except to the extent required by law or with the consent of the other party.
  154. The obligations under clause 130 will not apply to any information that you or RASOOC (as applicable) can document:
    1. is or has become generally available to the public;
    2. was in its possession, or known by it, prior to receipt from the other party;
    3. was rightfully disclosed to it without restriction by a third person; or
    4. was independently developed by it without use of any Confidential Information of the other party.

    TAXES

  155. Words or expressions used in these Terms of Use related to tax will be in line with the country tax laws where services are provided.. If GST applies to any supply made under these Terms of Use, then the party making that supply may, in addition to any other amount payable, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the current GST rate. Unless otherwise specified, any amount payable under these Terms of Use is exclusive of GST.
  156. 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.
  157. INDEMNIFICATION

  158. You agree to indemnify, and must defend and hold harmless, RASOOC 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 RASOOC Platform):
    1. your Content or access to the RASOOC Platform;
    2. your use or inability to use the RASOOC Platform;
    3. your breach or alleged breach of these Terms of Use (including any warranties given under them) or the House Rules;
    4. (where you are a Creator) your claim against a Brand for any reason;
    5. (where you are a Brand) your claim against a Creator for any reason;
    6. 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 House Rules;
    7. any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;
    8. your violation of any applicable Laws; and
    9. any misrepresentation made by you.

    LIMITATION OF LIABILITY

  159. In using the RASOOC Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will RASOOC 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 RASOOC Platform.
  160. Any liability of the RASOOC Group to a Brand in connection with these Terms of Use, the House Rules or the Brand’s use of the RASOOC Platform or the RASOOC 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 RASOOC for the services related to the Brand’s most recent Campaign, except to the extent set out in paragraphs 139 to 141 or otherwise required by Law.
  161. RASOOC shall not be liable to Creators for damages of any kind arising out of the Creator’s use of the RASOOC Platform, except to the extent set out in paragraphs 139 to 141 or otherwise required by Law.
  162. Without limiting the foregoing, in no event shall RASOOC or any of its directors, associated entities 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 RASOOC Platform, any of the RASOOC Services, these Terms of Use, the House Rules, 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 RASOOC 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 RASOOC, 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 RASOOC’s records.
  163. DISCLAIMERS

  164. Whilst RASOOC endeavours to take all reasonable steps to ensure that the RASOOC Platform operates as expected, the RASOOC 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. RASOOC does not make any guarantees and does not provide any undertaking that the RASOOC 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 RASOOC Platform at your own risk and that RASOOC disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the RASOOC 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 RASOOC Platform. You assume total responsibility for your use of the RASOOC Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against RASOOC for dissatisfaction with the RASOOC Platform or any content is to stop using the RASOOC Platform or such Content. This limitation of relief is a part of the bargain between the parties.
  165. If the supply of any goods or services by RASOOC 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, RASOOC’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 RASOOC may elect in its sole discretion, in the case of services supplied or offered by RASOOC, 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 RASOOC, (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 141 does not apply if it is not Fair or Reasonable for RASOOC to rely on it.
  166. In these Terms of Use:
    1. Consumer ” has the same meaning asper the local country laws;
    2. Consumer Goods”means 'goods of a kind ordinarily acquired for personal, household or domestic use or consumption', asper the local country laws;
    3. Consumer Guarantee”means a consumer guarantee applicable to these Terms of Use under the the local country laws;
    4. Consumer Services”means 'services of a kind ordinarily acquired for personal, household or domestic use or consumption', as that expression is used per the local country laws;
    5. Express Warranty”has the same meaning as per the local country laws;
    6. Fair or Reasonable” means 'fair or reasonable' for the purposes per the local country laws.

    REVISIONS

  167. RASOOC 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 RASOOC Platform. Since you are bound by these Terms of Use each time you use the RASOOC Platform, you should check these Terms of Use for any revisions each time you use the RASOOC Platform and wherever prompted to do so. Your use of the RASOOC Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.
  168. RASOOC reserves the right to change the RASOOC Platform in any way by giving you notice to the email address you have registered with RASOOC to you. Even if you have an Account, your ability to access and use the RASOOC 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 RASOOC Platform and, if you are using the Application, delete the Application from your device.
  169. GENERAL TERMS

  170. If the RASOOC Platform is not capable of running as planned for any reason beyond the reasonable control of RASOOC, 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 RASOOC Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the RASOOC Platform, RASOOC reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the RASOOC Platform.
  171. 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 RASOOC unless agreed by RASOOC 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.
  172. 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 RASOOC. RASOOC may assign its rights or obligations hereunder at its sole discretion.
  173. Any waiver of any provision of these Terms of Use will only be effective if in writing and signed by RASOOC. 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.
  174. RASOOC may, in its discretion, give any approval or consent under these conditionally or unconditionally, or withhold that approval or consent.
  175. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between RASOOC and you or any other user of the RASOOC Platform.
  176. CONTACT AND HELP DETAILS

  177. You may contact RASOOC via:
  178. info@rasooc.com

    INTERPRETATION

  179. The following terms have the following meanings in these Terms of Use:
  180. Account”means a Brand Account or a Creator Account.

    Application”means the RASOOC Influencer App available for download.

    Brand”means any person or entity that uses the RASOOC 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 54.

    Brand Fee” means the stated fee payable by a Brand to RASOOC in respect of an approved Post plus any applicable GST, VAT or Federal Withholding or Sales 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

    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 RASOOC 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 RASOOC 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 Application 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 Application to create and distribute Posts and/or to create Paid Content, and receive compensation for such Posts and Paid Content through the RASOOC Platform.

    Creator Account” means an account to use the Application as defined in paragraph 7.

    Creator’s Identity” means the name, image, likeness, character and online persona of the Creator.

    House Rules” means the code of practice and conduct that must be adhered to by Creators and Brands, as published by RASOOC 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 Application 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

    Laws” means all applicable laws, codes of practice and guidance, including in relation to influencer marketing as per the country where services are provided,

    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.

    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 RASOOC 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 RASOOC Platform payable by a Brand to RASOOC 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 RASOOC to a Brand for particular Paid Content on the terms and conditions stated on the RASOOC 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.

    RASOOC Materials” means the RASOOC Platform and any associated materials owned, developed or licensed by RASOOC and made available via the RASOOC Platform.

    RASOOC Platform” means the Application, 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 RASOOC properties or websites.

    RASOOC Services” means services that RASOOC agrees to provide to a Brand in addition to providing access to the RASOOC Platform and the services provided through it, including through any subscription agreement between RASOOC and the Brand or any quotation or proposal submitted by RASOOC 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 local laws of the country

    Website” means the RASOOC Group's website at www.rasooc.com