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Terms of Use

1   These Terms of Use (“Terms of Use”) govern your use of The Celeb Net Celebrity Marketplace (“Platform”). By registering an Account and using the Platform, you agree to accept these Terms of Use.

2   The Platform is owned and operated by The Celeb Net Pte. Ltd. (“TCN”, “us” or “we”). In these Terms of Use, Brand and Celebrity or its Agent are collectively and individually referred to as “users” or “you” as the context requires.

3    Your access to and use of the Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the Platform, 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 Platform. These Terms of Use apply to all transactions conducted on the Platform.

4    We may at any time change these Terms of Use. Changes will take immediate effect and may affect your ability to use the Platform. We will endeavour to notify you of any change prior to the date such change comes into effect by email to the email address you provided when creating your Account, however it is your responsibility to check if there have been any changes to these Terms of Use each time you use the Platform. Your use of the Platform following the posting of any changes to these Terms of Use constitutes your acceptance of those changes.

REGISTERING AN ACCOUNT

5    In order to use the Platform, users must register an Account. Without limiting the registration details we may require, you acknowledge that we may require you to provide us with:

For Celebrity

  • a personal profile including name, residential address, gender, age, race, photos, biodata;
  • an email address; and
  • the details of a valid bank account.

For Agent

  • a personal or company profile including name, registered address;
  • an email address; and
  • the details of a valid bank account.

For Brand

  • a company profile including company name, brand name, registered address, registration number, website, logo, contact person, designation; and
  • an email address.

We reserve the right to refuse or cancel registration of an Account for any reason in our sole discretion.

6   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 Platform. You may never use another person’s Account without their permission.

You are responsible for maintaining the strict confidentiality of your Account details and for controlling access to and use of your Account, and any activity under your Account. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

You acknowledge that as a Brand, your company, brand name and logo may be published on the platform as user; as a Celebrity, your name, photo, race, photos and biodata may be published on the platform as user.

USING THE PLATFORM

7   For Brand, once an Account is successfully registered, the Platform allows Brand to search, enquire, shortlist and engage Celebrity for Engagements, sigh engagement contract issued by the platform with Celebrity or its Agent, receive invoice issued by the Platform, invite Celebrity to castings, receive pitch from Celebrity or its Agent.

For Celebrity, once an Account is successfully registered, The Platform allows Celebrity to upload their profiles, set up rate card, receive, accept, reject, counter offer brand’s enquiry, sign engagement contract issued by the platform with brand, send invoice issued by the Platform to TCN, accept castings invitation and send pitch to Brand.

For Agent, once an Account is registered, The Platform allows Agent to upload their profiles, on behalf of the Celebrity who appoints the agent as his/her representative to upload Celebrity’s profiles, set up rate card, receive, accept, reject, counter offer brand’s enquiry, sign engagement contract issued by the platform with brand, send invoice issued by the Platform to TCN, accept castings invitation and send pitch to Brand.

8   Upon confirmation of the engagement, the Brand will pay the Celebrity or its Agent the Engagement Fee to TCN using the payment system outside the Platform. On the completion of an engagement, TCN will disburse the engagement fee after deducting TCN commission to the Celebrity or its Agent. TCN acts only as a facilitator and payment gateway and the Brand is solely responsible for its Engagement and for the payment of the applicable Engagement Fee in accordance with these Terms of Use.

9   You may not decompile, reverse engineer, disassemble, or convert any element of the Platform to a human perceivable form; distribute or republish any element of the Platform in any way; resell, rent, lease or lend any element of the Platform; defeat, disable or circumvent any security feature of the Platform; transfer any element of the Platform to any third party; or authorise any third party to do any of the acts above.

10  You must not engage in crawling, scraping, caching or otherwise accessing any content on the Platform via automated means.

11  The Platform is designed for use by people aged 18 years and over. Users under the age of 18 years may only use the Platform with the consent of a parent or legal guardian. We reserve the right to refuse registration from individuals under 18 years of age or, in any event, to seek further information from you to verify your eligibility to use the Platform.
You are solely responsible for your interactions with other users of the Platform. You agree that we are not responsible for the conduct of any user.

12  You agree that we are not responsible for, and do not endorse, any Content posted on the Platform by a user. We do not have any obligation to moderate, monitor, edit, approve or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.

13   Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between TCN and any user.

14  Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferrable, non-assignable licence to access and use the Platform in the manner specified in these Terms of Use. Any cost associated with accessing and using the Platform 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 Platform and meets all relevant technical specifications necessary to obtain the benefit of the Platform.

15   The Platform may contain links to other sites not maintained by us (“Linked Sites”). We are not responsible for the content of any Linked Sites. TCN 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 from you, we shall bear no responsibility or liability for the manner in which such information is used.

16  The Platform may utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform’s prevailing terms and conditions of use. By using any social media applications or features on the Platform, you consent and agree to be bound to the particular terms and conditions of use of 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 Platform.

THE ENGAGEMENT AGREEMENT

17   The Platform is an online marketplace which facilitates the creation of a commercial relationship between a Celebrity or its Agent and a Brand. TCN does not enter into an agreement with a Celebrity or its Agent or a Brand in respect of any Engagement.

18  TCN provides the Engagement Contract to provide Celebrity or Its Agent and Brand with guidance on the terms of agreement which may be entered into between a Celebrity or its Agent and a Brand. The terms of the Engagement Agreement may be accepted by the Celebrity and the Brand upon the booking of an Engagement, or further negotiated between the Celebrity or its Agent and the Brand (provided that any changes must be agreed in writing).

INTELLECTUAL PROPERTY

19  All TCN Materials on the Platform are protected by all applicable laws including copyright and trade mark laws and may not be used by you except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the TCN Materials to a Brand or Celebrity or its Agent. You must not copy, communicate or exploit the TCN Materials for any purpose without the prior written consent of TCN.

You agree to grant to TCN (and its agents) in respect of all Content uploaded to the Platform and all images of Engagement Materials, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, assignable licence to use the Content and images for the purpose of marketing and promoting TCN (and its products and services) in any manner. You acknowledge that TCN may reproduce such images from your official sites and platforms for such purposes.

20  You warrant that:

  • you own the Intellectual Property Rights in Content you upload to the Platform and have the right to license the Content to TCN in the manner set out in these Terms of Use; and
  • any Content you upload to the Platform 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, or defamatory.

21  The ownership of materials created or produced at an Engagement, and the results and proceeds of the services provided by a Celebrity on an Engagement (Engagement Materials), including all Intellectual Property Rights in such Engagement Materials, is specified in the Engagement Agreement and is subject to the terms of an Engagement booking agreed by the Brand and Celebrity or its Agent. It is your obligation to ensure that you understand the terms of your Engagement Agreement, including in respect of the ownership and usage of Engagement Materials.

INDEMNIFICATION

22  You agree to indemnify, and must defend and hold harmless, TCN and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the Platform):

  • your Content or access to the Platform;
  • your breach of these Terms of Use or any of the warranties or covenants given or made by you;
  • your participation in, casting of, booking of, or provision of services for an Engagement;
  • your claim against a Brand for any reason;
  • your claim against a Celebrity or Its Agent for any reason;
  • any claim by any third party (including any other Brand or Celebrity or its Agent) arising directly or indirectly from you breach of any of the provisions of these Terms of Use;
  • any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;
  • your violation of any applicable laws, rules or regulations; and
  • any misrepresentation made by you.

LIMITATION OF LIABILITY

23  You agree that you use the Platform at your own risk and that TCN disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Platform. To the maximum extent permitted by law:

  • the Platform and the TCN Materials and any other features or functions associated with the Platform are provided “as is” and “as available” with all faults and without warranty;
  • no circumstances will TCN be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Platform;
  • we do not make any promises or assurances to you about the Platform or the TCN Materials, including without limitation that your use of the Platform will be uninterrupted or error-free;
  • we make no representations or warranties in relation to the accuracy or completeness of the information, advice or other content available on or via the Platform and we do not accept any liability in relation to your reliance on such information, advice or other content; and
  • we will not be liable for any loss or damage (including indirect or consequential loss or damage, loss of profit, loss of revenue, loss of data or loss of opportunity) however caused which may be suffered or incurred or which may arise directly or indirectly in respect of the use by you of the Platform.

PRIVACY

24  TCN collects, uses, holds and discloses personal information in accordance with its Privacy Policy and otherwise as set out in these Terms of Use. These Terms of Use prevail to the extent of any inconsistency.

25   In addition to the purposes of collection set out in our Privacy Policy, TCN collects personal information from you for the following purposes: to enable us to administer and provide the Platform; to connect Brand with Celebrity or its Agent; to facilitate payments; to verify your identity; and to assist us in improving the Platform and our services. We may provide your personal information to our affiliates, commercial partners and financial service providers (including but not limited to a bank, publishing house, a payment network, or other financial intermediary) for these purposes.

NO CIRCUMVENTION

26  Parties (and their respective agents) each acknowledge and agree that during the period of the Engagement Agreement and for a period of twelve months after the end of the Engagement Agreement between the Brand and Celebrity or its Agent:

  • must not circumvent the payment of the Engagement Fee;
  • must not enter into any agreement, contract or other engagement or arrangement for the provision of services by the Celebrity or Its Agent for the Brand outside of the Platform (whether directly or indirectly and whether individually or through any third-party intermediary);
  • in the case of a Brand – must not submit any proposal or solicit, approach or invite any Celebrity or its Agent identified on the Platform to perform services or work, or make payment to that Celebrity or its Agent outside of the Platform; must not accept any proposal or invitation from any Celebrity or Its Agent identified on the platform outside of the platform and
  • in the case of a Celebrity and Its Agent – must not accept any proposal or invitation from a Brand identified on the Platform or solicit or approach any such Brand to perform services or work, or receive payment from that Brand outside of the Platform.

27   If TCN determines, in its sole discretion, that you have breached your obligations in paragraphs 27, TCN may, to the maximum extent permitted by law:
(i) send you an invoice for any potential losses, which you agree to pay within 30 days; and/or
(ii) terminate your Account; and/or;
(iii) charge you for all losses and costs and reasonable expenses (including lawyers’ fees) related to investigating such breach and collecting such fees.

ADDITIONAL TERMS FOR CELEBRITY AND ITS AGENT

28   As a Celebrity, you warrant that the Agent you appoint at this platform will be fully responsible for all your engagement, payment and related matters. As an Agent, you warrant that you are entitled to fully represent the Celebrity who appoints you as his/her agent at this platform for all his/her engagement, payment and related matters. TCN reserves the right to verify the appointment between the Celebrity and the Agent.

29   You warrant that you have the legal right to work on each Engagement and will, upon request, provide all necessary documents to TCN to verify your legal right to work on an Engagement.

30   You acknowledge that Brand may require that you meet specific criteria to be eligible to apply for a particular Engagement.

31  All Celebrity accounts are free and strictly by invitation only.

32  Once you have completed an Engagement, subject to your compliance with these Terms of Use you will receive payment of your Engagement Fee from the Brand who booked you for the Engagement after deducting TCN commission. Payment will occur approximately 30 days after the successful completion of an Engagement and the platform will issue a tax invoice to TCN on your behalf for that payment.

33  You acknowledge that you need to pay TCN a commission for every engagement that the platform secured for you.

34  Your payment is processed by electronic funds transfer. To facilitate the payment of your Engagement Fee, when you register for an Account, in addition to the information referred to in paragraph 5 above you will be asked to provide financial details including your nominated bank account details, whether or not you are registered for GST and any further required details. You are responsible for the accuracy of your bank account details.

35   You acknowledge and agree that the relevant Brand, not TCN, will be solely liable for payment of the Engagement Fee for any Engagement. TCN merely facilitates such payment on the Platform and under no circumstances does TCN accept liability for payment of the Engagement Fee. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings.

36  You acknowledge and agree that if you cancel an Engagement you will not be entitled to the Engagement Fee.

37  You acknowledge that you need to pay Pitch Fee to send a proposal to Brand. When providing us with the details of your Valid Card, you authorise us to charge your Valid Card the Pitch Fee.

38  As Celebrity, you will at all times perform your obligations and provide your services to the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither TCN nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either TCN or the Brand, including in respect of annual leave, mandatory CPF contribution, withholding tax, income tax, or any similar payments or deductions. You indemnify TCN in relation to any such liabilities.

39  You agree that you (and your agents) will not negotiate separate payment terms or amounts from Brand outside the Platform. Any attempt to circumvent the Platform may result in the removal of you from the Platform at our sole discretion and compensation may be sought as per Paragraph 29.

40   You acknowledge that TCN provides the Platform as an online marketplace and that you are solely responsible for seeking and finding Engagements with Brand and that TCN is not your agent, representative, or manager.

41   When you agree to the Engagement Agreement or any other terms of agreement on the Platform for an Engagement you are entering into a direct agreement with the Brand. You are solely responsible for ensuring that you understand the terms of your agreement with a Brand.

42   You will be rewarded with referral bonus for any other Celebrity that has been successful onboarded as a platform user.

43   Your referral bonus is processed by electronic funds transfer. To facilitate the payment of your referral bonus, when you register for an Account, in addition to the information referred to in paragraph 5 above you will be asked to provide PayPal ID. You expressly authorise us to pay the referral bonus through PayPal to your bank account. The referral bonus transactions made through Paypal are subject to any fees PayPal may charge.

ADDITIONAL TERMS FOR BRAND

44   You acknowledge that all Brand accounts are required to pay subscription fee. When registering a paid Account and providing us with the details of your Valid Card, you authorise us to charge your Valid Card the subscription fee at the current annual rate for your paid Account (as applicable). The Subscription Fee will be charged to your Valid Card in advance of each annual subscription period.

You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.

45  You acknowledge that you need to pay Enquiry Fee to send an enquiry to celebrities. When providing us with the details of your Valid Card, you authorise us to charge your Valid Card the Enquiry Fee.

46  Unless otherwise agreed in writing, you agree to pay 50% of the Engagement Fee to all Celebrity booked by you within 14 days of sighing an Engagement Agreement and balance payment 14 days before the commence of an Engagement in accordance with these Terms of Use.

You agree to pay a 50% administrative charge on the Celebrity Engagement Fee for any change/cancellation. Cancellation is not permitted if an Engagement has already started.

You acknowledge that TCN acts solely as a payment facilitator and agree that TCN is not liable for payment of the Engagement Fee for any Engagement. You agree that you will not pursue any actions, legal or otherwise, against us.

47   The Platform will issue an invoice to you after the engagement contract is signed. You are required to make the payment according to the instruction in the invoice.

48   If additional work is performed on an Engagement you must process the additional payment for that additional work. If additional work for an Engagement is recorded and processed on the Platform, we will adjust the final amount payable for an Engagement and adjust the invoice.

49   You undertake that you are an authorised user of your Valid Card; that the Valid Card details provided are current, correct and complete; and that your Valid Card will have sufficient funds to pay the subscription fee and enquiry fee.

50   TCN in its sole discretion reserves the right to reject Engagements that do not comply with these Terms of Use.

51   You agree that you will not negotiate terms or payment to Celebrity or its Agent outside the Platform. Any attempt to circumvent the Platform may result in the removal of the Brand from the Platform at our sole discretion.

52  Brand acknowledges that Celebrity and Its Agent are independent third parties and not controlled by TCN. Brand specifically acknowledges and agrees that Brand is solely responsible (and assumes all liability and risk) in respect of the services provided by Celebrity on an Engagement.

53   You acknowledge that TCN has not made any warranties in respect of the success of any Engagement or in respect of your business or commercial performance.

54   When you agree to the Engagement Agreement or any other terms of agreement on the Platform with any Celebrity or its Agent you are entering into a direct agreement with. You are solely responsible for ensuring that you understand the terms of your agreement with the Celebrity or its Agent.

55  You will be rewarded with referral bonus for bringing any other brand as platform user.

56  Your referral bonus is processed by electronic funds transfer. To facilitate the payment of your referral bonus, when you register for an Account, in addition to the information referred to in paragraph 5 above you will be asked to provide PayPal ID. You expressly authorise us to pay the referral bonus through PayPal to you bank account. The referral bonus transactions made through PayPal are subject to any fees PayPal may charge.

REPRESENTATIONS AND WARRANTIES FOR BRAND, CELEBRITY AND AGENT

57  You warrant that:

  • all information you provide to us upon registering for an Account is true, accurate and complete and not misleading;
  • You have the right and authority to create an Account and agree to these Terms of Use, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Use and to use the Platform on its or his or her behalf;
  • You are authorised to submit Content, as applicable, in the manner invited via the Platform;
  • You will not share any personal information of other users of the Platform with any third party;
  • any Content you submit to the Platform will not contain anything that;
    • is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
    • is copied or adapted either wholly or substantially from any other work or material;
    • is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
    • parodies, disparages or makes fun of TCN or its products of services or TCN generally in any way;
    • solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses;
    • promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
    • involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
    • infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.

ACKNOWLEDGEMENTS

58  The Brand, the Celebrity and the Agent acknowledge that:

  • TCN will not be responsible or liable in any way for any postponement, cancellation, no-show, termination or other non-performance of an Engagement, or any dispute between a Celebrity or its Agent and Brand in respect of an Engagement; and
  • TCN reserve the right to increase our fees or introduce new prices or charges at any time.

SUSPENSION AND TERMINATION

59  TCN reserves the right to monitor the Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, we may close or freeze the Account immediately. TCN retains the right and absolute discretion to suspend or terminate your Account, and/or access to the Platform generally without notice if we believe you have abused any privilege accorded to you as a participant on the Platform, supplied misleading information or made any misrepresentations to us in connection with the Platform, tampered with the Platform in any way, breached these Terms of Use, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the Platform. TCN retains the right to remove any Content that it considers breaches these Terms of Use.

GENERAL TERMS

60  If you are using the Platform on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and TCN and govern your use of the Platform, superseding any prior agreements between you and TCN. You will not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the prior written consent of TCN. TCN may assign its rights or obligations hereunder at its sole discretion.

61  If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

DEFINITIONS

The following terms have the following meanings in these Terms of Use:

“Account” means an account completed by a Brand, Celebrity or its Agent for use of the Platform;

“Engagement Agreement” means the agreement between a Celebrity or its Agent and a Brand for the provision of services by a Celebrity for a Engagement on the Platform;

“Brand” means any person or entity, or its duly authorised agents or representatives, registered to use the Platform which requires professional or creative services of Celebrity for Engagements;

“Content” means any content uploaded to the Platform by a Brand or a Celebrity and its Agent, including any posts, comments, reviews, information, video, audio, photographs, images, illustrations, animations, data or other interactive features which may be made available on the Platform;

“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, and whether existing in Singapore or otherwise;

“Engagement” means a project, campaign or other brief of a Brand which requires the services of a Celebrity, as specified by a Brand on the Platform;

“Platform” means the Website, the Application and any associated TCN properties or websites;

“Celebrity” means a user of the Platform who registers as a provider of professional or creative services;

“Agent” means a user of the platform who represents Celebrity as a provider of professional or creative services;

“Engagement Fee” means the stated fee payable by a Brand to a Celebrity or Its Agent in respect of Engagement plus any applicable GST;

“TCN Materials” means the Platform and any associated materials owned, developed or licensed by TCN and made available via the Platform;

“Valid Card” means a valid Visa, Mastercard or American Express credit card.