In the Terms, (i) “Marketer” means any person or entity who participates in the Marketplace Services directly or by Yontent authorized personnel on behalf of Marketer for the purpose of creating Assignments to use the services of a Creator, (ii) “Creator” means any person, entity or group that creates and distributes the sponsored content and/or performs an action through their associated social networks (i.e. Twitter, Facebook, blogs, etc.) via the Marketplace and receives compensation for such content or action via the Marketplace, (iii) “Affiliate” means any authorized entity or person that directly or indirectly controls the transactions of the Marketer or Creator. The term “control” with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement, written agreement, title or other influence, (iv) “Assignments” means a request by a Marketer for a Creator to create and/or distribute sponsored content and/or perform an action through their social network. These Terms shall apply to all transactions conducted through the Marketplace.
Participating Marketers create and list assignments (“Assignments”) in the Marketplace, which offer Creators the chance to receive compensation in exchange for creating and/or distributing sponsored content and/or performing an action through their social network. All Assignments accepted by the Creator must comply with the requirements set forth by the Marketer (herein referred to as the “Requirements”) in the Assignment. Each Assignment listing should contain a complete description of the requirements and the compensation to be paid by the Marketer. Once an Assignment is accepted by a Creator, the Marketer is solely responsible for the review and approval of the Creator’s content within thirty (30) days of posting and for the payment of any compensation as stated in the Assignment.
While Yontent personnel may assist in reviewing and identifying Creator’s posts or actions that violate an Assignment’s Requirements and attempt to resolve disputes, Marketers in their sole discretion shall determine whether a particular Creator is entitled to the set compensation so long as the Marketer observes the requirements of this Agreement. Yontent reserves the right to review and reject Assignment from Marketers that do not meet our Marketplace Guidelines. Posts which do not comply with the Requirements of the Assignment will not be entitled to the compensation associated with such Assignment.
Outside of an API provided by Yontent, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in Yontent is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law.
2. OTHER APPLICABLE TERMS
3. INFORMATION ABOUT US
The Services are provided and operated by Yontent. We are a limited liability company registered in Hong Kong with company number 1942292 and have our registered office at Liven House, 61 King Yip Street Kwun Tong, Kowloon.
4. CHANGES OF TERMS
5. CHANGES TO OUR SERVICES
5.1 The Services that we provide are always evolving and the form and nature of the Services that we provide may change from time to time without prior notice to you. In addition, we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time and without prior notice to you.
You can only use the Platform if you are able to form a binding contract with Quikspaces. You, or if you represent an entity, must be years or older to access or use the Platform. If you are under 18 years old, you must only access or use the Platform under the supervision of a representative who is 18 or older. Your representative must complete the registration on your behalf and will be bound by this Agreement in his/her individual capacity. By accessing or using the Platform, you represent and warrant that you are 18 years old or older, or are a representative acting on behalf of a minor with the consent of the minor’s parent or guardian.
Creators and Marketers may not attempt to contact the other party directly or negotiate terms or payment outside of Yontent. Any attempt to circumvent the platform may result in removal from Yontent, at our sole discretion.
8. MARKETPLACE GUIDELINES
All participants in Yontent should observe these Guidelines:
• Pornography or sexually explicit content is not appropriate.
• Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of Yontent.
• There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (other than what is directly provided by the user in their bio).
• Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
• There will be no solicitation or spamming users in Yontent.
9. MARKETER TERMS
9.1 Marketer agrees to pay Yontent all charges made to Marketer’s account for agreed upon fees or use of the Marketplace Services in accordance with these Terms. All fees for the Marketplace Services which are charged to Marketer account, as well as all deposit(s) for future Marketplace Services, are non-refundable. Marketer agrees to submit any disputes regarding any charge in writing to Yontent within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Marketer’s payment method cannot be charged, Marketer account will be locked until an update method is provided. If Marketer fails to make payment as set forth herein, Marketer will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by Yontent in collecting such amounts. All prices are in Hong Kong dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to this Agreement, Marketer shall pay such taxes to ensure that Yontent receives the full amount invoiced without offset or deduction.
9.2 Marketer authorizes Yontent to charge Marketer’s credit card, as provided by the Marketer, to purchase Marketplace Services or pay for agreed upon fees. Marketer will be responsible for charges resulting from the use of Marketplace Services and any applicable service fees will be automatically withdrawn from the Marketer’s balance based upon the Assignment approval date. Marketer represents and warrants that it has the legal right to use any credit card utilized in connection with any transaction.
9.3 Marketer may not attempt to contact Creators or negotiate terms or payment outside of the Marketplace. Any attempt to circumvent the Marketplace may result in removal from the Marketplace at Yontent’s sole discretion.
9.4 The Marketplace reviews Creator’s posts for compliance with the criteria set forth in the Assignment using both an automated system and a manual system. Yontent cannot guarantee whether a Creator’s posts will be reviewed manually or through our automated system. If a Marketer would like to ensure that a Creator’s post will be manually reviewed for compliance with the Assignment criteria, such service is available for an additional fee.
Marketers may also request to have Yontent manage part or all of its advertising campaign for a fee as agreed upon through a separate managed service agreement. Interested parties should contact Yontent directly.
If necessary, a Marketer may request that a Creator’s post in response to an Assignment be removed from the Creator’s Yontent account, social media site or personal website. Yontent may assist Marketer in requesting a Creator to remove a post and additional fees may apply; however, Yontent cannot guarantee removal of the post by the Creator.
9.5 Marketer agrees that Yontent is not responsible for any aspect of Marketer’s content or product to be reviewed, shared, sponsored, or advertised by the Marketplace’s Creators. Marketer represents, warrants and covenants that the Marketer’s Website does not contain any Yonetn-owned or licensed content, except pursuant to a separate signed agreement with Yontent. You acknowledge that The Marketplace Creators are independent third parties and not directly controlled by Yontent. As a consequence, any blog postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Marketer specifically acknowledges and agrees that Yontent has no control over any content that may be available or published on any blog (or otherwise), and that Marketer is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.
9.6 Marketer agrees that so long as a Creator has met the requirements as outlined in its Assignment it will not deny payment for the Marketplace Services. Marketer may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Creator.
10. CREATOR TERMS
10.1 Any Creator over the age of eighteen (18) may register an account in the Marketplace, but in order to participate in the Marketplace, Creator’s account should meet the following minimum standards:
• Creator’s account must be a minimum of 90 days old;
• Creator’s account must have a minimum number of followers/fans to be eligible;
• Creator’s account must not contain a content gap of more than 90 days;
• Social Media Accounts must be public (accessible to anyone);
• Creator’s account must contain a majority of original content;
• Creator’s account must be in a supported language (English, Chinese, other as required by the Assignment);
• Creator’s account may not contain content that is inappropriate, illegal or violates the Marketplace Guidelines.
10.2 By accepting an Assignment, Creator acknowledges that (i) it has the authority and ability to perform the requested service within the stated time period, as applicable, (ii) all submitted content will be in the English language or such other language as required in the Assignment, (iii) all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iv) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.
Sponsored content posted for an Assignment, must remain linked and unaltered from the original approved submission for a minimum of 60-days in the case of a blog or 30-days in the case of a social media post in order for the Marketplace or Marketer to validate the fulfillment of the Assignment and to earn compensation for the posted Assignment. After 30-days from publication and upon successful validation of the Assignment, the Creator will receive payment for the completion of the Assignemnt as agreed upon between the Marketer and the Creator in the Assignment.
10.3 Creator acknowledges and agrees that the obligation to compensate Creator for Assignment-related advertisements resides with the Marketer, not Yontent. Yontent merely facilitates such compensation on behalf of the Marketers. Marketer is solely liable for payment to Creator. While Yontent may be remitting payment to Creator directly; under no circumstanced does Yontent accept liability for payment to Creator. Creator agrees that it will not pursue any actions, legal or otherwise, against Yontent for non-payment. Creator waives any and all claims or rights of action against Yontent relating to the failure of a Marketer to compensate Creator in connection with an Assignment-related advertisement. In addition, Creator acknowledges that Creator is: (i) not an employee of Yontent, (ii) responsible for the payment of all federal, state and local taxes on compensation received from a Marketer, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.
10.4 Opportunities: Marketers purchasing Content through Yontent shall own the copyright in and to the commissioned content created specifically for those Marketers and may use, reproduce, have reproduced, edit for length or clarity, publish and exploit such Content in their sole discretion, including, without limitation, licensing the Content to any agent or third party, copying, distributing, displaying, publicly performing, and creating derivative works of the Content. Creators shall consider the Content to be a work-for-hire and shall assign all rights in such Content to Marketers through the appropriate platform in Yontent.
11. USER CONTENT
You may directly upload User Content or post User Content to your Yontent accounts. By uploading User Content and posting User Content to Yontent, you grant to the Marketer, its third-party service providers who provide content management services including Yontent, and its retail partners (collectively, the “Licensed Parties”) the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to use your uploaded or Marketer-tagged User Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on its webpages, social media pages operated by the Licensed Parties, promotional e-mails and advertisements, and in other marketing, promotional and advertising initiatives, in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Content in any manner in their sole discretion, with no obligation to you whatsoever. You grant the Licensed Parties the right to use your username, real name, image, likeness, caption, location or other identifying information in connection with any use of your User Content.
You hereby represent and warrant that (i) you own all rights in and to your User Content, (ii) if the User Content is subject to third party proprietary rights, you have all necessary licenses, rights, consents, and permissions to publish the User Content you submit and to grant the rights granted herein, including permission from all person(s) appearing in your User Content; (iii) you are not a minor, (iv) you are legally entitled to post the User Content, and the Licensed Parties’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, privacy, publicity or other proprietary rights, of any third party or any law, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive. You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of your User Content.
You are solely responsible for any User Content that you submit. You are legally liable for the User Content that you submit including, for example, material protected by copyright, trademark, patent or trade secret law or other proprietary rights laws without permission of the author or owner or subject featured in such submission, or defamatory comments.
The Licensed Parties reserve the right to remove any User Content from the Site, the Marketer properties and the Services at any time, for any reason. If you believe User Content residing on the Site or the Services infringes a copyright, please refer to our Copyright Policy below.
12. INTELLECTUAL PROPERTY RIGHTS
The Yontent Site and Services contain proprietary information owned by Yontent, including, but not limited to, text, software, photos, video, graphics and the entire contents of the Yontent Site and Services, protected by copyright, trademark and other intellectual property laws. You acknowledge and agree that you do not acquire any ownership or other rights in proprietary information and materials of Yontent and the Licensed Parties by using the Yontent Site or Services.
13. LIMITATION OF LIABILITIES
To the maximum permitted under law, under no circumstances whatsoever will Yontent and its affiliates, partners, officers, directors, employees, shareholders, agents, licensors, subcontracts and suppliers be responsible or liable for any risk related to your access and use of the platform or content, or any interaction between you and other users of the platform.
Without limiting the foregoing, Yontent will not be liable for any incidental, special, exemplary or consequential damages, whether based on warranty, contract, tort, strict liability, and whetherYontent has been informed of the possibility of such damage including without limitation: (i) lost profits, use, content, goodwill, platform interruption, or any other intangible losses; (ii) losses resulting from computer damage, hacking, trojan horses, data, bugs, viruses, tampering, unauthorised use of your account or user content; (iii) any errors or omissions in any content; (iv) the use of any content or communications accessed or transmitted through the platform, including statements or conduct of any user or other third party; (v) space, goods, platforms, transactions entered into through the platform, damage to personal or real property; (vi) any replacement costs of substitute goods or platforms resulting from your access or use of the platform; or (vii) any damages for personal property, bodily injury or emotional distress related to this agreement, the platform, or content.
Except for our obligation to pay hosts in accordance with this agreement, in no event will Yontent’s total liability to you for any damages, losses or causes of action exceed the greater of (i) the amount you have paid Yontent in the 30 day period immediately preceding the events giving rise to any claim of liability, or (ii) one hundred Hong Kong dollars (hk$100).
The above limitation of liability may not apply in all jurisdictions, and you may have other rights that vary from country to country. The disclaimers included in this agreement will not apply to the extent prohibited by law.
You recognize and agree that the warranty disclaimers and liability and remedy limitations in these terms are material bargained for basis of these terms and that they have been taken into account and reflected in the decision by you to enter into these terms.
You agree to defend, indemnify and hold harmless Yontent, its affiliates and their respective directors, officers, employees and agents, from and against all claims and expenses (including attorneys’ fees) arising out of the use of the Yontent Site or Services, by you or any other person using an account of yours. Yontent reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide Yontent with such cooperation as is reasonably requested by Yontent.
16. THIRD PARTY’S CONTENT
Some of the content and materials available through the Site may be provided by third parties. No reference made in this Site to any specific commercial product, process, or service other than such products, processes, or services of Yontent, constitute or imply an endorsement, recommendation or favoring by Yontent.
Any opinions, advice, statements, content, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of Yontent and Yontent does not endorse, promote, solicit or recommend them in any way. Yontent makes no warranties or representations as to, and shall have no liability for, any third party content.
17.1 Yontent respects the intellectual property rights of artists and Content owners and ask that our Users do the same. If you believe that your copyrighted work which is accessible through the Platform has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Yontent as provided below. In its sole discretion, Yontent will investigate claims of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable intellectual property laws.
17.2 If you believe that any User Content or other material residing on or accessible through the Site or Services infringes a copyright, please send a written notification of copyright infringement by regular mail (not e-mail) to:
Name: Mr. YY
Address: Liven House, 61 King Yip Street, Kwun Tong, Kowloon
17.3 The notification must be in writing and contain the following information:
• an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property;
• a description of the copyrighted work or other intellectual property you allege is infringed;
• a detailed description of where the claimed infringing material is located on the Platform (screenshots preferred);
• the complaining party’s address, telephone number, and email address;
• a statement by the claimant that they believe in good faith that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law; and,
• a statement, made under penalty of perjury, that the above information is accurate and that the claimant is the copyright or intellectual property owner or authorised to act on the owner‘s behalf.
In accordance with the DMCA and other applicable law, Yontent has adopted a policy of limiting access to the Platform or terminating Users who it deems to be repeat infringers in its sole discretion.
19. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.