KOLLAB ASIA Term of Service
These KOLLAB ASIA Terms and Conditions (the “Terms and Conditions” or “Terms”) are entered into as of the Effective Date specified in the Scope of Work (as defined below) entered into by and between the influencer specified on the applicable Scope of Work (the “Influencer”) and KOLLAB ASIA Co., Ltd. with its principal place of business at 1/269 Soi Chaengwattana 14
Chaengwattana Rd. Thung Song Hong, Laksi Bangkok 10210 (the “Company”). Influencer and the Company may be referred to hereinafter individually as a “Party” or collectively as the “Parties.” “Agreement” as used herein shall mean the Influencer Agreement between the Parties together with the SOW and these Terms which are incorporated to the Influencer Agreement by reference.
BY ACCEPTING OR EXECUTING A SCOPE OF WORK, ORDER FORM OR ANY RELATED ADDENDUM THAT REFERENCES THIS AGREEMENT, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
Services; Scope(s) of Work. Company wishes to engage Influencer to perform certain social media marketing and related services (the “Services”). The Services shall be set forth in one or more Scope(s) of Work. Influencer agrees to perform the Services subject to these terms, the terms of the Influencer Agreement and of the applicable Scope of Work. The Company and Influencer shall enter into one or more written scope(s) of work in a form substantially similar to the Scope of Work template attached as Exhibit A to the Influencer Agreement, (each, a “Scope of Work” or “SOW”) which SOW shall detail (a) the specific Services to be provided by Influencer; (b) the scope, duration, and reach of each applicable media campaign (each a “Campaign”); (c) the Advertiser’s Social Media Channels, or other media channels, that will be used for the Campaign; (d) any Content (as defined below) to be created by Influencer; (e) a schedule and dates for performance by the Influencer of the Services and Campaign; (f) minimum and/or maximum limits on the duration a post will be live and on other posts made on the same social media channels and other similar requirements; and (g) such other terms as may be mutually agreed by the Parties. Where the Parties execute a document that includes the details of a Campaign, that document shall be deemed an SOW for the purposes of the Influencer Agreement and these Terms even if titled “Insertion Order,” “IO,” or otherwise. As used herein, “Social Media Channels” include but are not limited to: Facebook/Instagram, Twitter, YouTube, and TikTok.
Development and Approval of Content. Initial Development and Approval. Influencer shall submit all elements of any and all content, materials, videos, photographs and/or works of a similar nature produced, developed, or created by Influencer, in whole or in part pursuant to the Influencer Agreement (collectively, the “Content”), including any captions relating to the Content or applicable post(s), to the Company for the Advertiser’s written approval prior to posting, which approval may be granted or withheld in the Advertiser’s and Company’s sole discretion. All Content must be submitted to the Company in accordance with the schedule set forth in the SOW. If, following each submission of Content to the Company for approval by the Advertiser, the Company or the Advertiser requests or requires any edits to the Content, the Influencer shall make any and all edits as requested by the Company or the Advertiser. Company will endeavor to limit the rounds of edits. Following Influencer’s implementation of such edits, Influencer shall resubmit the Content to the Company for review and approval by the Advertiser. In the event that Influencer incorporates applicable edits in a manner consistent with the requirements provided to Influencer but the Content is thereafter not approved by the Advertiser, the Company reserves the right to terminate this Agreement and/or the applicable SOW immediately upon notice to Influencer, subject to the payment to Influencer of a termination fee per Section 7(d) of these Terms. In addition, if Influencer makes any post without having received notice from the Company of the Advertiser’s approval, such unauthorized post shall be deemed a material breach of Influencer’s obligations under this Agreement and the Company shall have the right to (a) terminate the Agreement and/or the applicable SOW immediately upon notice to Influencer, or (b) require Influencer to post a makegood that has been approved by the Advertiser, without additional compensation to Influencer.
Ongoing Revisions. In addition to approval requirements in Section 2(a), above, following approval of any Content by the Advertiser, and posting of such Content by Influencer, the Advertiser shall have the right to (i) require Influencer to revise any Content to the extent that the information included in a post with regard to the Advertiser is no longer accurate, or (ii) require Influencer to remove any indicia of the Advertiser from the Content. In the event of any such requirement by the Advertiser, upon request from the Company, Influencer shall revise the applicable Content which shall be subject to the approval process set forth in Section 2(a). For clarity and avoidance of doubt, Influencers obligations in this Section 2(b) shall survive termination of this Agreement and Influencer agrees at any time upon request of Company or Advertiser to do what is necessary to comply with the provisions of this Section 2(b) provided, however, that after termination, whether the Content is revised or all indicia of Advertiser is removed shall be at Influencer’s option.
Authentication/Platform Systems. Influencers will take the steps necessary to verify and authenticate the Services as directed by the Company. Specifically but without limitation, with regard to any Campaign pursuant to which Influencer is obligated to post on Instagram or TikTok, Influencer must authenticate with Company’s proprietary system within forty-eight (48) hours of receiving the applicable authentication link. For all TikTok programs, Influencer agrees to join TikTok’s Creator Marketplace (TTCM) prior to authorizing with KOLLAB ASIA. Successful authentication (or re-authentication) will enable the Company to confirm any Instagram and/or TikTok posts hereunder and issue payment, in addition to viewing the post’s analytics. If Influencer fails to provide the necessary authentication within seventy-two (72) hours and/or if authentication is not successfully activated prior to agreed-upon posting date, the Influencer will be required to post a makegood that has been approved by the applicable Advertiser, without additional compensation to Influencer. Delays in authorization, will be considered a delay as per Section 2. of these Terms. Further, if Influencer fails to provide photographic or other evidence of Influencer’s successful completion of the Services and/or Campaign(s), the Company shall have the right to require Influencer to post a makegood that has been approved by the Advertiser. Company reserves the right to withhold payment until Influencer meets the authentication requirements in this Section 2(c).
Analytics. If requested by Company, Influencer must provide Company with a screen shot of all reasonably available metrics and analytics relating to the post and/or their accounts at the time of posting including, but not limited to the number of post views, audience demographics, and blog analytics (when applicable), within seventy-two (72) hours of each such request. Delays in providing this information, will be considered a delay as per Section 2 of the Terms. Company reserves the right to withhold payment until Influencer meets the analytics requirements in this Section 2(d).
Influencer Delays. Time is of the essence with regard to Influencer’s performance under the Influencer Agreement. In the event that Influencer fails to provide the Content for review and approval in accordance with the timing requirements set forth in the Influencer Agreement, these Terms, in the applicable SOW, or otherwise mutually agreed to by the Parties in connection with an applicable SOW, or otherwise fails to perform the Services in accordance with the timelines set forth in the applicable SOW, shall constitute a material breach of the Agreement. Without limiting the foregoing, if Influencer believes that it will be unable to meet any deadline, Influencer shall inform Company of the possible delay promptly.
Objectionable Content. Influencer acknowledges and agrees that he/she will not (a) make any unsubstantiated claims about any third party or its products or services in any Content related to any Campaign; or (b) develop or post any material (including both Content and unrelated posts) that is in any way illegal, obscene or harmful to the reputation, goodwill or interest of the Company or the Advertiser or their respective products, services, associates, employees or affiliates or that is otherwise reasonably objectionable to the Company or the Advertiser.
Exclusivity. Influencer acknowledges and agrees not to include as part of any Content, or otherwise post to any Social Media Channel, or any other media channel set forth in an applicable SOW, in connection or combination with the Content, any reference to any other brand or trademark other than those authorized by the Company on behalf of the Advertiser and shall not post to any Social Media Channel, or any other media channel set forth in an applicable SOW, any information, promotion, endorsement or content related to the brands specified in the applicable SOW for the period of time set forth in the applicable SOW. In addition, Influencer agrees to only tag Advertiser’s pages on Social Media Channels and/or Advertiser’s social media handles in Influencer’s post(s) that include the Content.
Influencer Delays. Time is of the essence with regard to Influencer’s performance under the Influencer Agreement. In the event that Influencer fails to provide the Content for review and approval in accordance with the timing requirements set forth in the Influencer Agreement, these Terms, in the applicable SOW, or otherwise mutually agreed to by the Parties in connection with an applicable SOW, or otherwise fails to perform the Services in accordance with the timelines set forth in the applicable SOW, shall constitute a material breach of the Agreement. Without limiting the foregoing, if Influencer believes that it will be unable to meet any deadline, Influencer shall inform Company of the possible delay promptly.
Objectionable Content. Influencer acknowledges and agrees that he/she will not (a) make any unsubstantiated claims about any third party or its products or services in any Content related to any Campaign; or (b) develop or post any material (including both Content and unrelated posts) that is in any way illegal, obscene or harmful to the reputation, goodwill or interest of the Company or the Advertiser or their respective products, services, associates, employees or affiliates or that is otherwise reasonably objectionable to the Company or the Advertiser.
Exclusivity. Influencer acknowledges and agrees not to include as part of any Content, or otherwise post to any Social Media Channel, or any other media channel set forth in an applicable SOW, in connection or combination with the Content, any reference to any other brand or trademark other than those authorized by the Company on behalf of the Advertiser and shall not post to any Social Media Channel, or any other media channel set forth in an applicable SOW, any information, promotion, endorsement or content related to the brands specified in the applicable SOW for the period of time set forth in the applicable SOW. In addition, Influencer agrees to only tag Advertiser’s pages on Social Media Channels and/or Advertiser’s social media handles in Influencer’s post(s) that include the Content.
6. Compensation and Payment. Subject to completion of the Services and Campaign(s) set forth in the applicable SOW, and delivery to the Company of the confirmation required by the Company to evidence that the Services or Campaign(s) have been completed, and provided that Influencer is not in breach of the terms of this Agreement, the Company shall pay Influencer the compensation set forth in the applicable SOW. Payment shall be made using a payment system or other method chosen by the Company. Company reserves the right to change its payment system or method of payment at any time. Influencer agrees to take such actions as are necessary for Influencer to receive payment via the system or method chosen by the Company.
The Company shall submit payments to Influencer using the payment account information provided by Influencer on the SOW. Influencer shall be solely responsible for maintaining and/or updating his or her payment account information including but not limited to financial institution and account number information (“Influencer Payment Information” or “IPI”) by contacting the Company. Any failure by Influencer to provide accurate IPI, to timely submit an invoice, or to update changes to IPI may result in delays in payment. If the Company makes a payment to an incorrect account due to Influencer’s failure to provide accurate IPI, and the Company is unable to recover the amount of such incorrect payment, the Company shall be deemed to have made such payment in full to Influencer, and the Company shall have no further obligation to Influencer with regard to such payment. Further, any failure by Influencer to claim or request payment on or before 180 days from the date Influencer fulfills all of its obligations as set forth in the applicable SOW, shall result in Influencer forfeiting any and all right, title and interest to payment. If Company becomes aware of a disagreement between Influencer and Influencer’s agent concerning the party to whom or account to which payment should be made, Company shall have the right (but not the obligation) to delay payment until such time as Influencer and agent have resolved the disagreement and jointly instructed Company regarding payment.