All Users (Businesses & Tastemakers)
1. The komp. app is owned and operated by KOMP.(Private Ltd.). Information about how to join and use the komp. app forms part of these komp. Terms of Use (“Terms of Use”). By using the komp. app, you agree to accept these Terms of Use.
2. KOMP.(Private Ltd.) has created the komp. app to allow Businesses and Tastemakers to interact, buy, sell or request Content, and create and distribute sponsored Posts through the Tastemakers’ Channels (Instagram, Tik Tok, Youtube and/or Facebook) subject to compliance with these Terms of Use. In these Terms of Use, Businesses and Tastemakers are collectively and individually referred to as “users” or “you” as the context requires.
3. Your access to and use of the komp. app is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the komp.app, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the komp. app.
4. KOMP.(Private Ltd.) 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 komp. app. Since you are bound by these Terms of Use each time you use the komp. app, you should check these Terms of Use for any revisions each time you use the komp. app and wherever prompted to do so. Your use of the komp. app following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.
5. KOMP.(Private Ltd.) reserves the right to change the komp. app in any way by giving you notice to the email address you have registered with us to you. Even if you have an Account, your ability to access and use the komp. app 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 komp. app and, if you are using the Application, delete the Application from your device.
6. Any costs associated with downloading, installing, accessing and using this Application, or any other element of the komp. app remain your responsibility and are dependent on the service provider used.
7. KOMP.(Private Ltd.) makes no representation that the komp. app (or any element of the komp. app) is appropriate or available for use in all locations.
8. If you are the driver of a vehicle (or other form of transport), you must not use the komp. app while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the komp. app when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the komp. app. In the interests of safety at all other times, KOMP.(Private Ltd.) recommends that you only use the komp. app when it is lawful and safe to do so.
9. The komp. app allows Businesses to create and/or manage ‘komp listings’via ‘List’and ‘My Komps’, which are then shared with Tastemakers via the Application. Tastemakers using the Application can respond to a listing by ‘Opt In’.
10. Tastemakers acknowledge that ‘Opt In’does not guarantee a ‘Match’. KOMP.(Private Ltd.) has sole discretion and final decision on Tastemakers matched on all listings. KOMP.(Private Ltd.) reserves the right to change matched Tastemakers at any time.
11. The relevant Business is solely responsible for reviewing and ensuring all Posts that form part of their Listing are executed, nor is KOMP.(Private Ltd.) liable in any way for the content of any Post. These Terms of Use shall apply to all transactions conducted through the komp. app.
12. Content is provided by the relevant Tastemaker or Business, as applicable, and is not moderated, approved or endorsed by KOMP.(Private Ltd.). Accordingly, no Content constitutes a representation by KOMP.(Private Ltd.), nor does KOMP.(Private Ltd.)accept any liability for the legality, validity, accuracy or suitability of any content provided by Tastemakers and/or Businesses. If you have a question or concern about Content, including your rights to reproduce it, you must make your own inquiries to KOMP.(Private Ltd.) directly, or if advised by KOMP.(Private Ltd.), by contacting the relevant Tastemaker or Business directly. You agree that KOMP.(Private Ltd.) is not responsible for, and does not endorse, any Content posted using the komp. app. KOMP.(Private Ltd.)does not have any obligation to pre-moderate, monitor, edit or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.
13. Tastemakers and Businesses agree that they will not attempt to negotiate terms or payment with each other outside of the komp. app. Without limiting any other rights or remedies available to KOMP.(Private Ltd.), any attempt to circumvent the komp. app may result in removal from the komp. app at KOMP.(Private Ltd.)’s sole discretion.
14. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the komp. app to a human perceivable form; distribute or republish any element of the komp. app in any way; resell, rent, lease or lend any element of the komp. app; defeat, disable or circumvent any security feature of the komp. app; or transfer any element of the komp. app to any third party.
15. The komp. app is designed for use by people aged 18 years and over. Users under the age of 18 years may only use the komp. app with the consent of a parent or legal guardian. To use the komp. app, you must be eligible to use the social media platforms (under the relevant platforms prevailing terms and conditions) upon which you intend to publish Posts.
16. You are solely responsible for your interactions with other users of the komp. app. You agree that KOMP.(Private Ltd.) is not responsible for the conduct of any user.
17. You must not engage in crawling, scraping, caching or otherwise accessing any content on the komp. app via automated means, except with KOMP.(Private Ltd.)’s written consent.
18. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between KOMP.(Private Ltd.) and any user.
19. 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 komp. app in the manner anticipated in these Terms of Use. Any costs associated with accessing and using the komp. app generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the komp. app and meets all relevant technical specifications necessary to obtain the benefit of the komp. app.
20. The komp. app may contain links to other sites not maintained by KOMP.(Private Ltd.)(“Linked Sites”). KOMP.(Private Ltd.) is not responsible for the content of any Linked Sites, whether or not KOMP.(Private Ltd.) is affiliated with the Linked Sites. KOMP.(Private Ltd.) does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites. To the extent that these Linked Sites collect personal information or contributions from you, KOMP.(Private Ltd.) shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for your convenience only and you agree to access them at your own risk.
21. The komp. app may also utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter, Tik Tok, Youtube 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 komp. app, 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 komp. app 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 komp. app. The komp. app is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
22. In order to use the komp. app, Tastemakersand Businesses must register an account via the Application in the manner required and as set out in these Terms of Use (“Tastemakers Account”) and and (“Business Account”).
23. KOMP.(Private Ltd.) reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of KOMP.(Private Ltd.) is final and no correspondence will be entered into.
24. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the komp. app. You may never use another’s Account without their permission.
25. You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify KOMP.(Private Ltd.) 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 KOMP.(Private Ltd.) when you desire to cancel your Account. KOMP.(Private Ltd.) will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
26. KOMP.(Private Ltd.) retains the right and absolute discretion to terminate your Account and/or access to the komp. app (or any element thereof) if it believes that you are abusing or tampering with the komp. app (or any element thereof) in any way, that you have breached these Terms of Use, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the komp. app (or any element thereof). KOMP.(Private Ltd.)’s legal rights to recover damages or other compensation from such an offender are reserved.
27. The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. KOMP.(Private Ltd.) reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
28. Users understand that in creating an Account they are providing their information to KOMP.(Private Ltd.) and not to any social media platform. Users of the komp. app (whether Tastemakers or Businesses) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the komp. app agrees 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 by the user in respect of their use of the komp. app. Any questions, comments or complaints about the komp. app must be directed to KOMP.(Private Ltd.) and not to any media or social media platforms. For the purposes of this provision, KOMP.(Private Ltd.) 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 or to KOMP.(Private Ltd.).
29. The following terms have the following meanings in these Terms of Use:
0. “Account” means a Business Account or an Tastemaker Account;
1. “Agency” means an authorised third party organisation acting on behalf of a Business or Businesses, including public relations, media, creative, design and digital agencies;
2. “Application” means the komp. mobile app downloadable via the Apple App Store and the Google Play Store;
3. “Business” means any person or entity, or its duly authorised agents or representatives, that use the komp. app for the purpose of creating Listings;
4. “Business Account” means an account to use komp. app
5. “komp. Business Fee” means the stated fee payable by a Business to KOMP.(Private Ltd.) in respect of an approved Listing plus any applicable taxes;
6. “Listing” means an TastemakerEngagementRequest created by a Business or KOMP.(Private Ltd.) using the komp. app to be opened to Tastemaker via the Application for the purpose of finding appropriate Tastemakers to create Content for the Business.
7. “Channels” means the social media channels of an Tastemakers, such as Twitter, Facebook, Tik Tok, Youtube or Instagram.
8. “Followers” means an Tastemaker’s social media following on its Channels.
9. “Content” means a Post or any other content or materials uploaded to the komp. app by a Business or a Tastemaker (but excludes any Third Party Material included in a Post that is expressly disclosed to KOMP.(Private Ltd.) and the Business).
10. “Tastemaker” means a social media user who registers to use the Application to create and distribute Posts.
11. “Tastemaker Account” means an account to use the Application.
12. “Listing” means a Tastemaker Engagement Campaign created by a Business using komp. app to be opened to Tastemakers via the Application for the purpose of finding appropriate Tastemakers to publish Posts about the Business;
13. “Tastemaker Identity” means the name, image, likeness, character and online persona of the Tastemaker.
14. “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.
15. “Laws” means all applicable laws, codes of practice and guidance relating to Tastemaker marketing in Singapore, Taiwan, Indonesia, or any other countries in which KOMP.(Private Ltd.) is operating in;
16. “Payment” means payment from a Business to KOMP.(Private Ltd.), as the context requires;
17. “Post” means a social media post created by an Tastemaker to be shared with the Tastemaker’s Community via the Tastemaker’s Channels.
18. “Rights Licence” means a licence from KOMP.(Private Ltd.) to the Business for particular Posts and/or on the terms and conditions stated on the komp. app and selected by the Business.
19. “Third Party Material” means any material included in a Post or Paid Content that is 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.
20. “KOMP.(Private Ltd.)” means KOMP.(Private Ltd.)(Singapore) and all of its subsidiaries whether in Taiwan, Indonesia, and other countries.
21. “komp. Materials” means the komp. app and any associated materials owned, developed or licensed by KOMP.(Private Ltd.) and made available via the komp. app;
22. “komp. app” means the Applicationand any associated KOMP.(Private Ltd.) properties or websites.
Tastemakers
1. Any person with age of 18 years or older, may register a Tastemaker Account.
2. To register an Tastemaker Account, Tastemakers must download the Application and registeron the Application with their details. In order to submit a Post via the Application, a Tastemaker must fill in the necessary fields such as the usernames of their Instagram account, Twitter account, Tik Tok account, Youtube account and/or Facebook Page in the manner required.
3. Tastemakers are not entitled to any payment from KOMP.(Private Ltd.) or Businesses for Posts created for Listings.
4. You acknowledge and agree that there will be no payment made to Tastemakers in relation to the Listing.Under no circumstances does KOMP.(Private Ltd.) accept liability for any payments made by Businesses to Tastemakers. You agree that you will not pursue any actions, legal or otherwise, against KOMP.(Private Ltd.) for any non-payment, and that this provision constitutes a bar to any such proceedings.
5. Posts must adhere to the requirements contained in these Terms of Use and obligations as stated on each Listing. Posts which do not comply with this condition may be rejected at KOMP.(Private Ltd.)’s absolute discretion and subjected to sanctions including but not limited to: not being matched on future Listings, cancellation of Tastemaker account on the komp. app.
6. Tastemakers should clearly disclose in sponsored Posts their relationship with the Business. KOMP.(Private Ltd.) requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between Tastemaker and the Business. This may be achieved through the use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances. KOMP.(Private Ltd.) reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Tastemakers in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at KOMP.(Private Ltd.) sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the komp. app.
7. Tastemakers must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behaviour such as (but not limited to), purchasing followers, likes or engagement. In the event that KOMP.(Private Ltd.) suspects (in its sole discretion) that Tastemakers are not complying with the requirement for followers to be authentic and organically grown, KOMP.(Private Ltd.) reserves the right to bar ListingsfromTastemakers and/or to remove Tastemakers from the komp. app.
8. You warrant, in respect of each Listing you opt in in the Application, that:
0. you are aged 18 years or over;
1. you own the Intellectual Property Rights in the relevant Post and have the right, as applicable, to licence the Post to KOMP.(Private Ltd.) and the Business in the manner set out in these Terms of Use for use by KOMP.(Private Ltd.), the Business or any third party in the manner set out in these Terms of Use;
2. the relevant Post does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
3. the relevant Post 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;
4. any and all opinions and views stated in the relevant Post are genuinely held by you;
5. and any and all statements in the relevant Post regarding your use and experience of the Business or the Business’ products or services are true and correct and representative of your opinion regardless of whether you are sponsored for such content or not, and fairly represent your use and experience and you will promptly notify KOMP.(Private Ltd.) if your opinion of the Business changes from that which you have expressed to date;
6. the relevant Post 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;
7. the relevant Post 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 or which otherwise infringe the rights of any third party;
8. if the relevant Post includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to KOMP.(Private Ltd.) and the Brand;
9. 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 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;
10. if the relevant Post contains images or references to third parties or third party property, including music, that 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 and used by KOMP.(Private Ltd.), the Business 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 KOMP.(Private Ltd.), the Business or any other third party; and
11. the use of the Post and the exercise of the Intellectual Property Rights in the relevant Post by the Business and KOMP.(Private Ltd.) 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.
9. You acknowledge and agree that the Business and KOMP.(Private Ltd.) 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 KOMP.(Private Ltd.) or the relevant Business to the Post, subject to compliance with these Terms of Use. You also acknowledge and agree that if you post an incorrect Post, the Business or KOMP.(Private Ltd.) may request that you post the correct approved Post and that you will immediately comply with such a request.
10. You acknowledge and agree that the Business and KOMP.(Private Ltd.) 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, in accordance with these Terms of Use.
11. KOMP.(Private Ltd.) and the relevant Tastemaker and Business 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 KOMP.(Private Ltd.) and the relevant Tastemaker and Business before publication.
12. All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the Tastemaker. Nothing in these Tastemaker&Business 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 KOMP.(Private Ltd.) or the Business.
13. In consideration of exclusive access to the komp. app, the Tastemaker agrees to grant in respect of each and every Post:
0. to KOMP.(Private Ltd.)(and its agents) the right to edit and re-format the Post into such formats or versions for use by KOMP.(Private Ltd.) in such media as KOMP.(Private Ltd.) requires in accordance with this clause;
1. to KOMP.(Private Ltd.)(and its agents):
0. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting KOMP.(Private Ltd.)(and its products and services) in any manner, without further notification to or consent of the Tastemaker or any further compensation payable to the Tastemaker;
1. the right to use the Tastemaker’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 of KOMP.(Private Ltd.) and internal communications of KOMP.(Private Ltd.)); in all social media (including but not limited to the social media channels of KOMP.(Private Ltd.)); 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).
2. to the relevant Business (and its agents):
0. the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of three hundred sixty five (365) days expiring on the 365th day after the Post was first published; and
1. the right to use the Tastemaker’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions 13(c)(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).
14. You acknowledge and agree that the relevant Business 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 in condition 13(c)(i) has expired.
15. As a Tastemaker, in respect of each Post, you consent to the relevant Business and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Post.
16. As a Tastemaker, you agree that you will not:
0. delay posting your Post and you must publish your approved Post in the current Posting Period (unless the Business stipulates a different timeline);
1. for a period of five (5) hours after a Post is published, 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 Channels for a period of 90 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;
3. edit any Post after it has been published other than in accordance with these Terms of Use;
4. parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
5. 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 the Business or its products or services; and
6. grant any further rights in a Post to a Business without the written permission of KOMP.(Private Ltd.) and appropriate fees being negotiated on a reasonable basis. KOMP.(Private Ltd.) will charge a reasonable service fee for negotiating any use extensions between you and a Business; and
7. accept or attempt to negotiate with a Business more than one Post per Post Fee.
17. You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Business and KOMP.(Private Ltd.) and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Business and KOMP.(Private Ltd.).
18. As a Tastemaker, you will at all times perform your obligations and provide Posts to KOMP.(Private Ltd.) and the Business as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither KOMP.(Private Ltd.) nor the Business 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 KOMP.(Private Ltd.) or the Business, including in respect of annual leave, income tax, or any similar payments or deductions.
19. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts 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 Business, KOMP.(Private Ltd.) or any their respective successors or licensees. You hereby release the Business, KOMP.(Private Ltd.) 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 under these Terms of Use.
20. You acknowledge that KOMP.(Private Ltd.) has not made any guarantees in respect of the success of a Post or that a Post will be approved by a Business or in respect of your business or commercial performance or otherwise.
21. You agree that you (and your agents) will not negotiate terms or payment from Business outside the komp. app. Any attempt to circumvent the komp. app may result in the removal of you from the komp. app in KOMP.(Private Ltd.)’s sole discretion.
Businesses
1. To register a Business Account, you must access Application and register or log in the manner required.
2. KOMP.(Private Ltd.) may, at its sole discretion, implement a minimum spend for Business Accounts. You will be notified in writing of any such minimum spend.
3. Business agrees to grant in respect of all Content uploaded to the komp. app as part of a Listing:
0. to grant to KOMP.(Private Ltd.)(and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content for the purpose of marketing and promoting KOMP.(Private Ltd.)(and its products and services) in any manner, without further notification to or consent of the Business or any compensation payable to the Business; and
1. with respect to Listing, to grant to the relevant Tastemaker, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to post, share, comment upon and re-post the relevant Content across their Channels as part of any approved Post in accordance with these Terms of Use.
4. With respect to Listing, Business acknowledges and agrees that the Business’ use of any Post is strictly conditional upon payment of the Payment and then only in accordance with these Terms of Use.
5. KOMP.(Private Ltd.) has the right to cancel, suspend, restrict services to and/or terminate a Business’ account if KOMP.(Private Ltd.) believes (in its sole discretion) that the Business is not using the komp. app in a fair and reasonable way, or are attempting to use the komp. app in a way which does not treat the Tastemakers or the komp. app in a fair and reasonable way and/or in accordance with the purposes for which the komp. app were intended.
6. You agree to pay KOMP.(Private Ltd.) all fees and charges made to your Business Account for use of the komp. app, in accordance with these Terms of Use.
7. You must pay all charges in the manner set out in List feature or as otherwise advised by KOMP.(Private Ltd.)in writing from time to time. If no manner for payment is stated, the payment may be made by bank transfer using a provider authorised by KOMP.(Private Ltd.). KOMP.(Private Ltd.) reserves the right to charge a surcharge fee, if necessary.
8. Businesses may request that KOMP.(Private Ltd.) issue a quotation or invoice for fees and charges expected to be incurred by the Brand or Agency during the course of a Listing (“Invoice”).
9. KOMP.(Private Ltd.) reserves the right to refuse any Invoice request in its sole discretion.
10. Payments are to be completed prior to the commencement of the Listing.
11. Payment of all Invoices is due in accordance with these Terms of Use.
12. Where KOMP.(Private Ltd.) approves a Business to pay by Invoice, the Business irrevocably authorizes KOMP.(Private Ltd.), its employees, servants and agents to make such enquiries as KOMP.(Private Ltd.) deems necessary to investigate the Business’ credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers (“Information Sources”), and the Business hereby authorizes such Information Sources to disclose to KOMP.(Private Ltd.), its employees, servants and agents, all information requested by KOMP.(Private Ltd.) for the purpose of assessing your credit worthiness. Any terms of credit offered by KOMP.(Private Ltd.), including where KOMP.(Private Ltd.) approves payment by Invoice, may be varied by KOMP.(Private Ltd.) in its sole discretion and advised to you in writing.
13. Agencies using the komp. app acknowledge and agree KOMP.(Private Ltd.) is a cost of good and is non-commissionable. No agency rebates will be given, unless otherwise agreed.
14. When you create a Listing, you undertake that you are an authorised user of account (as applicable) nominated on your Business Account and to pay the applicable charges, that the bank account details provided are current, correct and complete and that your account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means. Upon receiving your Listing, we may carry out a standard pre-authorisation check of your nominated account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Listing. The relevant Listing may not be shared with the KOMP.(Private Ltd.) via the Application until this pre-authorisation check has been completed.
15. If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), we reserve 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. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the komp. app. You may also be liable to pay interest on any amount outstanding on the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the komp. app or to suspend or terminate any current Listings.
16. KOMP.(Private Ltd.) in its sole discretion reserves the right to reject Listings that do not comply with these Terms of Use.
17. You agree that you will not negotiate terms or payment to Tastemakers outside the komp. app. Any attempt to circumvent the komp. app may result in the removal of the Business from the komp. app in KOMP.(Private Ltd.)’s sole discretion. Each Post shall have a complimentary good or service and Businesses and Tastemakers may not circumvent the Payment by negotiating or attempting to negotiate multiple Posts for Payment.
18. You must not attempt to instruct, coerce or manipulate Tastemakers to hide the commercial relationship between the Business and the Tastemaker. Such attempts may result in Business being immediately removed from the komp. app.
19. You acknowledge and agree that your right to use a Post is strictly limited in accordance with clause 13(c)(i) above. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising, including within the social media channel upon which the Post was published (for example, via Facebook Power Editor). If you wish to use a Post other than in accordance with clause 13(c)(i), you must contact Tastemakers directly at the contact details set out in these Terms of Use. Additional fees may apply.
20. You warrant that:
0. you own the Intellectual Property Rights in Content you upload to the komp. app and have the right to licence the Content to KOMP.(Private Ltd.) and Tastemakers in the manner set out in these Terms of Use; or
1. you have the right to licence the Content to KOMP.(Private Ltd.) and Tastemakers in the manner set out in these Terms of Use; and
2. you will not encourage or facilitate any misrepresentation or suggestion that the Business or any entity has the approval or sponsorship of any other entity which the Business or entity does not have;
3. any Content you upload to the komp. app 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; and
4. where the Posts include Third Party Material, you will 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 prior to use of such Post, including obtaining any licences required with respect to Third Party Material.
21. In the event a Tastemaker meets the requirements outlined in a Listing, you will not deny Payment to KOMP.(Private Ltd.) for the Post. KOMP.(Private Ltd.) is not responsible for identifying any breach of these Terms of Use by a Tastemaker.
22. Business agrees that KOMP.(Private Ltd.) is not responsible for any aspect of the Business’ Content to be reviewed, shared, sponsored or advertised by KOMP.(Private Ltd.). Business acknowledges and agrees that KOMP.(Private Ltd.) is not responsible or liable for the content of any Post.
23. Business acknowledges that Tastemakers are independent third parties and not directly controlled by KOMP.(Private Ltd.). As a consequence, any Posts will inherently risk negative or unflattering comments about Business’ content, products or services. Business specifically acknowledges and agrees that KOMP.(Private Ltd.) has no control over any Post that may be published.
24. You acknowledge that KOMP.(Private Ltd.) has not made any warranties in respect of the success of any Listing in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
All Users (Brands & Influencers)
1. Fees and Term
1.1. The Fees you have to pay and the term of this Agreement are set out in the Details.
1.2. If you do not make any payment when it is due, your Membership may be suspended and you could be refused access to komp. until all outstanding amounts have been paid.
1.3. Your Membership may also be terminated if any Fees remain unpaid for an extended period. You will still be liable for all unpaid amounts.
2. Termination and Suspension Rights
2.1. We reserve the right to suspend, cancel or terminate your access and use of the App or discontinue or change the service therein, in whole or in part, or change, remove or substitute features or functionality of the App for any reason at our sole discretion from time to time.
2.2. We may suspend, or terminate your access and use of the App, without liability for any reason including but not limited to:
• we are of the opinion you are, have been, or are likely to use the App in violation of these Terms;
• we consider it is necessary to do so to perform maintenance, whether scheduled or unscheduled, routine or emergency;
• you fail to co-operate with our investigations around a suspected violation of these Terms;
• we consider that your App account has been accessed or used by an unauthorised person;
• it is required by law; or
• your use of the App has been the subject matter of complaint of other users;
2.3. Upon a termination by komp. of your use of the App, you will not be given a pro rata refund of any payment for komps that remain unused. We may also charge a Cancellation Fee and recover costs, loss or damages caused by your breach
2.4. If we have deleted your account because you have been denied access to komp. , then you are not allowed to re-register yourself on the App under any other user name or profile.
2.5. You can cancel your Membership at any time by telling us in writing.
2.6. If you cancel under clause 2.5, you will not be given a pro rata refund of any payment for komps that remain unused.
2.7. There is no Cancellation Fees or Administration Fees involved for termination.
2.8. If you Agreement is for a fixed term, it will continue after the end of that term unless you tell us in writing at any time (but at least 14 days) before the end of the term that you wish to cancel your Membership. If you tell us before the end of the term but it is less than 14 days before, your Membership will continue for another 30 days before it ends.
Brands
1. To register a Brand Account, you must access via Business and log in in the manner required.
2. Komp. has the right to cancel, suspend, restrict services to and/or terminate a Brand’s account if komp. believes (in its sole discretion) that the Brand is not using the komp. Platform in a fair and reasonable way, or are attempting to use the komp. Platform in a way which does not treat the Influencers or the komp. Platform in a fair and reasonable way and/or in accordance with the purposes for which the komp. Platform were intended.
3. Brands and Agencies may request that komp. issue a quotation or invoice for fees and charges expected to be incurred by the Brand or Agency during the course of the membership, prior to the commencement of the komp.
4. komp. reserves the right to refuse any Invoice request in its sole discretion.
5. Brands using the komp. Platform acknowledge and agree komp. is a cost of good and is non-commissionable. No agency rebates will be given, unless otherwise agreed.
6. komp. in its sole discretion reserves the right to reject komps that do not comply with these Terms of Use.
7. Brand acknowledges and agrees that komp. is not responsible or liable for the content of any komp Post.
8. Brand agrees that the number of Influencers stated in the membership package is the maximum number of Influencers that Brand has access to. Brand is not allowed to negotiate nor request for pro rata refund, in the event that Brand’s komp did not hit the maximum number of agreed Influencers.
9. Brand acknowledges that komp. is not liable for any unused number of Influencers and Brand is not allowed to carry forward any unused number of Influencers to the next month.
10. Brand acknowledges that Influencers are independent third parties and not directly controlled by komp. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that komp. has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
11. Brand agree that you will not negotiate terms or payment with Influencers outside the komp. Platform. Any attempt to circumvent the komp. Platform may result in the removal of the Brand from the komp. Platform in komp.’s sole discretion.
12. You acknowledge that komp. has not made any warranties in respect of the success of any komp in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.