Terms of use
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Koalifyed inc. (“Koalifyed”, “we,” “Our” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.koalifyed.com, all affiliated websites, including mobile websites and applications, owned and operated by Koalifyed, Inc., our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Koalifyed mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
This Agreement includes and hereby incorporates by reference the following: Terms of Service; Platform Use; License Grants; User Accounts; Terms and Termination; Facilitated Payments Withholding Content; Reviews and Comments; Ownership; Cookie Policy; Privacy Policy; Subscriptions; Payment Processing; Stripe Fees; Limitations of Liability; Plaid; FTC; Credit; and API Terms of Use, as such agreements may be in effect and modified by Koalifyed from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at www.koalifyed.com/terms.
Subject to the conditions set forth herein, Koalifyed may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Koalifyed, Koalifyed will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
Customers
Last Updated: August 11, 2020
The following terms of use (the “Terms of Use”) govern your access to and use of (1) the Koalifyed website located at http://www. Koalifyed.com (the “Website”), (2) the Koalifyed online platform facilitating the matching of creators (as defined below) and other users (each, a “Campaign Initiator”) interested in retaining a creator to create promotional online media content, and (3) all other services provided by Koalifyed, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between Koalifyed Inc. (“Koalifyed “, “us”, “we”, “our”) and you. The term “you” refers to the person or entity (including, but not limited to Campaign Initiators) visiting the Platform, browsing or otherwise using the Platform, or communicating with content creators registered with Koalifyed (each, a “creator”) for the purpose of creating promotional online media content for your products or services (each, a “Campaign”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.
The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various types of Campaigns and creators available on the Platform, including profiles, price quotes, and videos of creators (each, a “creator Profile”); (2) enable you to post information regarding yourself and your Campaign request; (3) post reviews of creators; (4) facilitate communication with creators with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from you to the creator under a Campaign Agreement (“Platform Services”).
Campaign Agreements
The Platform permits you to view the creator Profiles of creators who have registered on our Platform and have chosen to allow you to view their creator Profiles. If you select an creator for a Campaign through the Platform, you may separately enter into an agreement with that creator on such terms and conditions as may be agreed to between you and that creator (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services to be provided by the creator, (b) payment terms, and (c) any other terms and conditions as communicated between you and the creator through this Platform or otherwise. You understand that you are engaging the creator you select and not Koalifyed, and that Koalifyed is not a party to and will be in no way responsible for the performance of either you or the creator under any Campaign Agreements, except for facilitating the transmission of payment from you to the creator on your instructions in accordance with these Terms of Use. Koalifyed does not make any representations or warranties of any kind in respect of an creator or a Campaign Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Campaign Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.
Sponsored Content
In regards to branded content being produced by Creators on Koalifyed, it is best practice and legally required by the FTC to disclose any advertisements produced and distributed by Creators you work with that includes a transactional event. Koalifyed is in no way responsible for brands that find/ work with Creators on the Koalifyed platform and fail to disclose their connections to each other (both brand and Creator) in each post of Content. For instance, a hashtag such as #ad or #sponsored or a phrase similar to, “I’m working with [Brand Name]” are examples of what can be deemed as acceptable disclosure of the working relationship.
Platform Use
As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.
Koalifyed retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Koalifyed.
Except where prohibited by applicable law, Koalifyed reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
Koalifyed reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Campaign Initiators, Campaign Initiator Profiles, types of Campaigns, and reviews of Campaigns and Campaign Initiators) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.
Koalifyed’s Advanced Search feature is subject to our fair use policy. If Koalifyed, in its sole discretion, determines that customer’s Advanced Search usage is in excess of the fair usage, Koalifyed may, with notification to customer, suspend, restrict and/or terminate customer’s access to the Advanced Search tool.
License Grants
Subject to these Terms of Use, Koalifyed grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.
Subject to these Terms of Use, you grant to Koalifyed a perpetual, transferable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Koalifyed’s reasonable audit and data retention policies.
User Accounts
You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform and an email and password login credentials by Koalifyed (“User ID”) in order to use the Platform and communicate with Campaign Initiators through the Platform. You shall not collect or harvest any personal data of any other user of Koalifyed. Koalifyed reserves the right to disable any User Account issued to you at any time in Koalifyed’s sole discretion. If Koalifyed disables access to a User Account issued to you, you may be prevented from accessing Koalifyed, your account details or any Campaigns that are associated with your account.
Terms and Termination
These Terms of Use shall commence on the day you first use the Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (1) Koalifyed may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Koalifyed’s discretion, by email (at your current email address on file with Koalifyed) or through the Platform; (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted, ceasing use of the Platform and uninstalling and removing all local software components thereof.
Demographics and Location Data
“Estimated Data” displayed on Koalifyed is done with an approximation method for engaged users on Creator postings.
Payments
All payments to Company for Service Fees for Your Account must be made using means of payment that we may approve from time to time. We currently require payments be made by a major credit card (i.e., VISA & MasterCard). All payments must be made from a payment source on which you are the named Account holder. All payments are not refundable, for any reason.
You will be charged in arrears for the Services at the end of each month (“Billing Date”). If we do not receive the full amount of your Service Fees within 15 days of the Billing Date, your account will be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 7 days of cancellation or termination of the Services. We may change our fee structure at any time with fourteen (14) days notice.
You agree that we will not be liable for any loss caused by any unauthorized use of your credit card or any other method of payment by a third party in connection with the Site. You waive your right to dispute any payment made into Your Account and you will bear all costs.
Any attempt to defraud the Site through the use of credit cards or other methods of payment, or any failure by you to honor charges or requests for payment will result in immediate termination of Your Account and civil and/or criminal prosecution.
In the case of suspected or fraudulent payment, including use of stolen credentials, by anyone, or any other fraudulent activity, we reserve the right to block Your Account. We shall be entitled to inform any relevant authorities or entities (including credit reference agencies) of any payment fraud or other unlawful activity, and may employ collection services to recover payments.
Payment Fees
Koalifyed may facilitate the transmission of payments from you to the creator in connection with a Campaign Agreement (“Facilitated Payment”). You hereby authorize Koalifyed to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the creator on your instructions. Koalifyed is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Koalifyed reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Koalifyed determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Koalifyed is required to cooperate with law enforcement.
Reviews and Comments
By submitting content to the Platform or Koalifyed, including any creator or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Koalifyed and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Koalifyed may choose to provide attribution of your Submissions (for example, listing your name and city on an creator or Campaign review that you submit) at our discretion, and that such submissions may be shared with creators and others using our Platform. You further grant Koalifyed the right to pursue at law any person or entity that violates your or Koalifyed’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.
Koalifyed takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Koalifyed has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriated or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Koalifyed may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
Ownership
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Koalifyed and are protected by copyright, trade-mark and other intellectual property laws.
Koalifyed expressly reserves all rights in the Platform and all materials provided by Koalifyed in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Koalifyed in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Koalifyed (or third party suppliers, if applicable), and that the Platform and all materials provided by Koalifyed hereunder are licensed and not “sold” to you.
All contents of the Koalifyed website are: © 2021 KOALIFYED Inc.
For Creators
Last Updated: March 19, 2018
The following terms of use (the “Terms of Use”) govern your access to and use of (1) the Koalifyed website located at http://www.koalifyed.com (the “Website”), (2) the Koalifyed online platform facilitating the matching of creators (as defined below) and other users (each, a “Campaign Initiator”) interested in retaining a creator to create promotional online media content, and (3) all other services provided by Koalifyed, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between Koalifyed Inc. (“Koalifyed “, “us”, “we”, “our”) and you. The term “you” refers to the person or entity (including, but not limited to Campaign Initiators) visiting the Platform, browsing or otherwise using the Platform, or communicating with content creators registered with Koalifyed (each, a “creator”) for the purpose of creating promotional online media content for your products or services (each, a “campaign”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.
The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various types of Campaigns and creators available on the Platform, including profiles, price quotes, and videos of creators (each, a “creator Profile”); (2) enable you to post information regarding yourself and your Campaign request; (3) post reviews of creators; (4) facilitate communication with creators with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from you to the creator under a Campaign Agreement (“Platform Services”).
Platform Use
As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.
You may produce copy, text, video, images, photographs, graphics, messages or other materials (“Content”) pursuant to your participation in any Campaign and to post, promote, and advertise the Content through your network.
Koalifyed retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Koalifyed.
License Grants
Subject to these Terms of Use, Koalifyed grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.
Subject to these Terms of Use, you grant to Koalifyed a perpetual, transferable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Koalifyed’s reasonable audit and data retention policies.
User Accounts
You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform and an email and password login credentials by Koalifyed (“User ID”) in order to use the Platform and communicate with Campaign Initiators through the Platform. You shall not collect or harvest any personal data of any other user of Koalifyed. Koalifyed reserves the right to disable any User Account issued to you at any time in Koalifyed’s sole discretion. If Koalifyed disables access to a User Account issued to you, you may be prevented from accessing Koalifyed, your account details or any Campaigns that are associated with your account.
Terms and Termination
These Terms of Use shall commence on the day you first sign up to the Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (1) Koalifyed may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Koalifyed’s discretion, by email (at your current email address on file with Koalifyed) or through the Platform; (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted, ceasing use of the Platform and uninstalling and removing all local software components thereof.
Facilitated Payments Withholding Consent
If Koalifyed facilitates the transmission of any payments to you (each, a “Facilitated Payment”), Koalifyed may in its sole discretion withhold from any such Facilitated Payment, any amounts that are payable to Koalifyed by the applicable Campaign Initiator in connection with that Campaign Agreement. Koalifyed is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Koalifyed reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Koalifyed determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Koalifyed is required to cooperate with law enforcement.
Reviews and Comments
By submitting content to the Platform or Koalifyed, including any Campaign Initiator or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Koalifyed and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Koalifyed may choose to provide attribution of your Submissions (for example, listing your name and city on a Campaign Initiator or Campaign review that you submit) at our discretion, and that such submissions may be shared with Campaign Initiators and others using our Platform. You further grant Koalifyed the right to pursue at law any person or entity that violates your or Koalifyed’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and nonproprietary.
Koalifyed takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Koalifyed has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriated or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Koalifyed may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
Ownership
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Koalifyed and are protected by copyright, trade-mark and other intellectual property laws.
Koalifyed expressly reserves all rights in the Platform and all materials provided by Koalifyed in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Koalifyed in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Koalifyed (or third party suppliers, if applicable), and that the Platform and all materials provided by Koalifyed hereunder are licensed and not “sold” to you.
Upon submission of Content to a Brand and/ or Agency by the Creator themselves, the Creator hereby forgoes all previous Content ownership and transfers the rights of the Content ownership to the recipient of the Content submitted, unless otherwise agreed upon by the participating parties.
All contents of the Koalifyed website are: © 2021 KOALIFYED Inc.