User Agreement

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Content.co (“Content.co”, “we,” 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 https://content.co/, including mobile websites and applications, owned and operated by us or our predecessors or successors in interest (collectively, the “Content Marketing Platform”), all services, applications and products that are accessible through the Content Marketing Platform that link to or reference this Agreement (“Content Marketing Platform Services”) whether provided by us.

This Agreement includes and hereby incorporates by reference the following: Terms and Privacy Policy, as such agreements may be in effect and modified by Content.co from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at [https://content.co/terms].

Subject to the conditions set forth herein, Content.co may, in its sole discretion, amend this Agreement and the other General Conditions at any time by posting a revised version on the Content Marketing Platform 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 Content.co, Content.co 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 General Conditions 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 Content Marketing Platform or the Content Marketing Platform Services after the Effective Date of a revised version of this Agreement or of any other General Conditions constitutes your acceptance of and agreement to be bound by the General Conditions as revised.  In the event of a conflict between this Agreement and the other General Conditions, this Agreement will control unless the other Agreement explicitly states that it controls.  Capitalised terms are defined throughout this Agreement and in Section 1 (Definitions).

By registering for an Content.co account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.

You understand that by using the site or site services after the Effective Date, you agree to be bound by the terms of service of this agreement.  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.

Now this Agreement witnesses as follows:

  1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the General Conditions hereinafter referred to.

  2. The General Conditions shall be deemed to form and be read and construed as part of this Agreement.

The Client hereby agrees to pay Content.co in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner as prescribed by the Agreement.

General Conditions

1. Definitions

The following words and expressions shall have the meanings assigned to them except where the context otherwise requires:

  1. "Agreement" means the Formal Agreement and the General Conditions together with the Appendices as listed in the Formal Agreement.

  2. “Confidential Information” means Content Products and any other information provided to, or created by, a User to perform or assist in performing Content Creator Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Content Creator or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

  3. "Content.co" means the party named in the Agreement, who is contracted by the Client to perform the Services, and legal successors to Content.co and permitted assignees.

  4. “Content.co Products” means either one, several or all of the following depending on the context in which it is used: Content Creators, Content Products, Content Marketplace and Content Marketing Platform.

  5. “Content Creators” mean but shall not be limited to writers, video producers, music producers, photographers, artists, illustrators, marketing strategists, actors, marketing professionals, project managers, advertising professionals or creative professionals of any kind who present their portfolio of works on the Content Marketing Platform hosted by Content.co and may propose to produce and provide Content Products to the Client.

  6. “Content Product” mean but shall not be limited to articles, essays, blog posts, social media posts, pictures, photos, music or video clips, illustrations, art pieces, marketing campaigns, strategies, white papers or briefs created by a Content Creator.

  7. “Content Product Contract” means, as applicable, (a) the contractual provisions between a User and Content.co governing the Scope of Services to be performed by Content.co or the User.

  8. “Content Marketplace” mean the digital marketplace hosted on the Content Marketing Platform in which Clients can efficiently find and identify Content Creators’ and procure their services to produce Content Products.

  9. “Content Marketing Platform” mean the software as a service on the internet, hosted and maintained by Content.co at its primary website https://content.co/, where the Client can efficiently procure Content Products by engaging Content Creators from the Content Marketplace. On the Content Marketing Platform, the Client can procure, edit, collaborate, revise and publish Content Products together with Content Creators.

  10. "Client" means any authorised User utilizing the Site to seek and/or obtain Content Creator Services from another User. From time to time, Content.co may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Content.co when Content.co acts in this way.

  11. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

  12. “Payment Method” means a valid credit card issued by a bank acceptable to Content.co, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Content.co may accept from time to time in our sole discretion.

  13. "Services" or “Scope of Services” mean the services to be performed by Content.co in accordance with the Agreement and Content Product Contract.

  14. "party" and "parties" means the Client and Content.co and "third party" means any other person or entity as the context requires.

  15. "day" means the period between any one midnight and the next.

  16. "month" means a period of one month according to the Gregorian calendar commencing with any day of the month.

2. Interpretation

  1. The headings in the Agreement shall not be used in its interpretation and shall not limit, alter or affect the meaning of this Agreement.

  2. The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.

  3. Reference to clauses and appendices are, unless the context otherwise requires, references to clauses of, and appendices to, this Agreement;

  4. Unless otherwise provided herein, whenever a consent or approval is required by one Party from the other Party, such consent or approval shall not be unreasonably withheld, conditioned or delayed.

3. Accounts

  1. Account Eligibility

    To use the Content Marketing Platform and the Content Marketplace, you must register for an Account. Content.co offers the Content Marketing Platform and the Content Marketplace for your business purposes only, and not for personal, household, or consumer use. To use the Content Marketing Platform and the Content Marketplace, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Content Marketing Platform and the Content Marketplace for your business purposes only. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Content Marketing Platform and the Content Marketplace after the Effective Date if you had an account on the Effective Date, or by clicking to accept the General Conditions when prompted on the Content Marketing Platform, you agree to: (a) abide by this Agreement and the other General Conditions; (b) be financially responsible for your use of the Content Marketing Platform and the purchase or delivery of Content Creator Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the General Conditions. Content.co reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Content Marketing Platform and the Content Marketplace upon discovery that any information you provided on any form or posted on the Content Marketing Platform is not true, accurate, or complete, or such information or other conduct otherwise violates the General Conditions, or for any other reason or no reason in Content.co’s sole discretion.

    You represent that you are not a citizen or resident of a geographic area in which access to or use of the Content Marketing Platform and the Content Marketplace is prohibited by applicable law, decree, regulation, treaty, or administrative act. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Content Marketing Platform and the Content Marketplace.

  2. Account Registration

    By registering for an account, you must complete a User profile which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Content Creator, unless you use the Content Marketing Platform solely as an employee, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Content Marketing Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Content Creator Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

  3. Identify Verification

    When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Content.co, if it is a separate legal entity. You authorise Content.co, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

  4. Usernames And Passwords

    When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password.  You authorise Content.co to assume that any person using the Content Marketing Platform with your username and password, either is you or is authorised to act for you.  You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or any unauthorised access to your password or the password of any User of your Account.  You further agree not to use any username, or password of another User of the Content Marketing Platform that you are not authorised to use, and not to allow others who are not authorised to do so to use your Account at any time.

  5. Marketplace Feedback

    You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Content Marketing Platform and you specifically request that Content.co post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Content Marketing Platform. You acknowledge and agree that feedback results for you, including your Content Product Rating (“Rating”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users.  You further acknowledge and agree that Content.co will make feedback results available to other marketplace Users, including composite or compiled feedback.  Content.co provides this feedback system as a means through which Users can share their opinions publicly and Content.co does not monitor or censor these opinions.  You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Content Creator Profile and not to any individual person.  You agree not to use the Rating to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

  6. Content.co does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Content.co do so.  You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory.  Content.co is not legally responsible for any feedback or comments posted or made available on the Content Marketing Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable.  In order to protect the integrity of the feedback system and protect Users from abuse, Content.co reserves the right (but is under no obligation) to remove posted feedback or information that, in Content.co’s sole judgment, violates the General Conditions or negatively affects our marketplace.  You acknowledge and agree that you will notify Content.co of any error or inaccurate statement in your feedback results, including the Rating, and that if you do not do so, Content.co may rely on the accuracy of such information.

4. Scope of Services

  1. Content.co provides but is not limited to the following services to the Users (“Scope of Services”):

    1. operation, maintenance and upkeep of the Content Marketing Platform,

    2. find, match, contract and pay Content Creators relevant to the Content Requirements and Marketing Objectives on behalf of the Client,

    3. reasonable due diligence to check the licensing and usage rights of any partial works (such as stock images or videos) within the Content Projects as produced by content creators. If Bolt Media to the best of its ability finds that any partial work requires licensing, it shall communicate to the Client its research and can help attempt to purchase such license on behalf of the client if the client agrees so in writing,

    4. light revision management and time management within reason of draft Content Products and Content Creators on behalf of the Client,

    5. content marketing strategy and content campaign timeline including provisioning of detailed draft content briefs, and

    6. curation of image, graphic design, video or audio clips on stock providers such as Getty, Shutterstock etc.

  2. Users may agree between them on any additional or different terms for their Scope of Services as long as such terms do not and do not purport to affect the rights or responsibilities of Content.co or violate the Terms of Service. Content.co is not a party to any agreement by or between Users.

  3. Users may agree between them on any additional or different terms for their Scope of Services as long as such terms do not and do not purport to affect the rights or responsibilities of Content.co or violate the Terms of Service. Content.co is not a party to any agreement by or between Users.

5. Duty of Care and Nature of Services

  1. Content.co shall exercise reasonable skill, care and diligence in the performance of its obligations under the Agreement. Content.co shall perform the Services and carry out its obligations with efficiency and economy and in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate technology.

    1. the Content Products are created by Content Creators and not by Content.co,

    2. receiving a Content Product through the Content Marketing Platform is equivalent to the Client receiving it directly from a Content Creator,

    3. Content.co shall perform reasonable due diligence but will not be liable to the Client for the quality, journalistic integrity (i.e. plagiarism), timeliness of and/or delays by Content Creators in delivering the Content Products,

    4. Content Creators is responsible for work that is not in breach of standards of journalistic integrity as well as existing intellectual property, such as copyright, laws,

    5. Content.co’s provisions of the Services is on a best effort basis and Content.co does not guarantee, warrant, take responsibility for or otherwise underwrite the Content.co Products’ performance, accuracy, availability, quality or uptime,

    6. except for the Content Products, none of the Content.co Products, and in particular the Content Creators, are provided exclusively to the Client.

  2. The Content Creator understands and agrees that:

    1. Content Creator will perform the Content Creator Services in a professional and workmanlike manner and will timely deliver any agreed upon Content Product. The manner and means of performing the Content Creator Services will be determined and controlled solely by Content Creator.

6. Fees and Payment

  1. The Client shall pay Content.co for providing the Services in accordance with the agreed terms for each Content Product Contract.

  2. Amounts due to Content.co shall be paid promptly. If Content.co does not receive payment within 30 days following the date when an Invoice is submitted, late fees at a rate of 2% compounded monthly on the sum overdue or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law shall accrue.

  3. All fees quoted by Content.co shall be net of all taxes, any fees by third parties, outbound bank charges and currency transfer costs and forex variations.

  4. Content.co reserves the right to suspend or terminate the Services immediately at any time if invoices are overdue by more than 3 days beyond the initial 30 days invoice period.

  5. Nothing in this clause shall limit or reduce the legal rights of Content.co in collecting its payment due regardless of whether Content.co delivers any reminder notices for payment to the Client.

  6. Unless otherwise mentioned, the currency applicable to the Agreement is Singapore Dollars.

  7. Content.co will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Content Creator fees.  Content Creator will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Content Creator fees and for issuing any invoices so required.  Content Creator will also be solely responsible for determining whether: (a) Content Creator or Content.co is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Content Creator Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Content.co, as appropriate; and (b) Content.co is required by applicable law to withhold any amount of the Content Creator Fees and for notifying Content.co of any such requirement and indemnifying Content.co (either by Content.co, at our sole discretion, offsetting the relevant amount against a future payment of Content Creator Fees to Content Creator or Content Creator reimbursing Content.co for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).  In the event of an audit of Content.co, Content Creator agrees to promptly cooperate with Content.co and provide copies of Content Creator’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Content Creator is engaging in an independent business as represented to Content.co.

  8. Client acknowledges and agrees that Content.co will charge Client’s designated Payment Method for the Content Creator fees. Therefore, and in consideration of the Content Marketing Platform Services provided by Content.co, Client agrees that once Content.co charges the Client’s designated Payment Method for the Content Creator fees as provided in this Agreement or the other General Conditions, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the General Conditions provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Content Creator Fees or other Fees charged pursuant to the General Conditions for any reason. A chargeback in breach of the foregoing obligation is a material breach of the General Conditions. If Client initiates a chargeback in violation of this Agreement, Client agrees that Content.co may dispute or appeal the chargeback and institute collection action against Client.

7. Non-Solicitation and Non-Circumvention

While this Agreement is in effect and for a period of 24 months from the date of termination of this Agreement, the Client shall not solicit or directly engage the services of Content Creators to create similar products to the Content Products, which shall include but shall not be limited to any ad-hoc, short term or long term contracts both formal and informal by circumventing the Content.co Products ecosystem. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Content.co Relationship”).

8. Relationship with Content.co

Content.co is not a party to the dealings between Client and Content Creator, including posts, proposals, screening, selection, contracting, and performance of Content Creator Services. Content.co does not introduce Content Creators to Clients or help Content Creators find engagements for Content Creator Services. Content.co merely makes the Site Services available to enable Content Creators to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Content Creators for themselves. Content.co does not, in any way, supervise, direct, or control Content Creator or Content Creator’s work. Content.co does not set Content Creator’s work hours, work schedules, or location of work, nor is Content.co involved in determining if the Content Creator Fees will be set at an hourly or fixed rate for a Service Contract. Content.co will not provide Content Creator with training or any equipment, labor, or materials needed for a particular Service Contract. Content.co does not provide the premises at which the Content Creator will perform the work. Content.co makes no representations about, and does not guarantee the quality, safety, or legality of, the Content Creator Services; the truth or accuracy of Content Creator’s listings on the Site; the qualifications, background, or identities of Users; the ability of Content Creators to deliver the Content Creator Services; the ability of Clients to pay for the Content Creator Services; or that a Client or Content Creator can or will actually complete a transaction.

Content.co does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Content Creator, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Content Creator’s performance, and Client’s acceptance, of Content Creator Services.

Content.co is not required to and may not verify any feedback or information given to us by Content Creators or Clients, nor does Content.co perform background checks on Content Creators or Clients.

You hereby acknowledge and agree that Content.co may provide information on the Site about a Content Creator or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Content Creators or Clients voluntarily submit to Content.co and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Content.co; Content.co provides such information solely for the convenience of Users.

9. Confidential Information

  1. The Client acknowledges and agrees that Content.co may use the Client’s name, logo and/or a general description of any services provided to the Client, together with a generalised description of the Client’s business line, in client lists, public websites and public marketing materials prepared for Content.co’s marketing purposes as an entity that Content.co has been privileged to serve.

  2. Content.co shall strictly keep confidential the Client’s specific nature of business and organization, its business dealings, all details of its personnel and all of their activities, its content, performance and analytics data and any other data stored on Content.co’s servers, generated during the Client’s engagement and utilization of the Content.co Products.

  3. Content.co shall have the right to analyse the Client’s data on Content.co’s servers (including its analytics data if any) on a non-identifiable, anonymous and stochastic basis so as improve the quality and performance of the services and products Content.co provides.

  4. The Client shall strictly keep confidential the name and identification of all the Content Creators it finds or engages with on the Content Marketing Platform and Content Marketplace.

  5. To the extent a Client or Content Creator provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Content Creator Services (including, without limitation, the storage or transmission of Confidential Information on or through the Content Marketing Platform for use by Content Creator); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Content Creator Services.

10. Intellectual Property And Rights of Use

  1. All Intellectual Property Rights in the Content Product shall become the property of the Client subject to full receipt of payment to Content.co from the Client. Upon Content Creator’s receipt of full payment from Client, the Content Product, including without limitation all Intellectual Property Rights in the Content Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Content Creator has any Intellectual Property Rights to the Content Product that are not owned by Client upon Content Creator’s receipt of payment from Client, Content Creator hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Content Creator retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Content Creator hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Content Product. If payment is made only for partial delivery of Content Product, the assignment described herein applies only to the portion of Content Product delivered.

  2. If Content Creator has any right to the Content Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Content Creator, Content Creator hereby automatically, upon Content Creator’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Content Creator, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Content Creator has any rights to such Content Product that cannot be assigned or licensed, Content Creator hereby automatically, upon Content Creator’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Content Product, the grant described herein applies only to the portion of Content Product delivered.

  3. Content.co does not represent or warrant that Content Creators have ownership, right, interest or title in the Content Products. The Client agrees that its use of the Content Products is at its own risk.

  4. Client grants Content Creator a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Content Creator Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Content Creator will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables contained in or on Content Creator’s premises, systems, or any other equipment or location otherwise under Content Creator’s control. Within ten days of such request from Client, Content Creator agrees to provide written certification to Client that Content Creator has returned or destroyed all Client Materials and Content Product as provided in this subsection.

  5. Site License And Intellectual Property Rights

    Subject to and conditioned on compliance with the Terms of Service, Content.co grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Content Creator Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Content.co’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Content.co’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Content.co. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Content.co and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Content.co logos and names are trademarks of Content.co and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Content.co’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

11. Limitation on Liability and Indemnification

  1. Content.co is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the General Conditions, including, but not limited to:

    1. your use of or your inability to use our Content Marketing Platform and the Content Marketplace;

    2. delays or disruptions in our Content Marketing Platform and the Content Marketplace;

    3. viruses or other malicious software obtained by accessing, or linking to, our Content Marketing Platform and the Content Marketplace;

    4. glitches, bugs, errors, or inaccuracies of any kind in our Content Marketing Platform and the Content Marketplace;

    5. damage to your hardware device from the use of the Content Marketing Platform and the Content Marketplace;

    6. the content, actions, or inactions of third parties’ use of the Content Marketing Platform and the Content Marketplace;

    7. a suspension or other action taken with respect to your account;

    8. your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Content Marketing Platform; and

    9. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the General Conditions.

  2. The Client agrees that Content.co and its personnel shall not be liable to the Client, its shareholders, subsidiaries or its associated or related parties for any actions, losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to the Services provided under this Agreement, or otherwise through the usage of or interaction with the Content.co Products, including but not limited to any matters related to intellectual property rights in the Client’s use of the Content Products, for an aggregate amount in excess of the lower of 50% of the value of any individual Content Product or Two Thousand Singapore Dollars (S$2,000). In no event shall Content.co, its directors, principals or employees be liable for (i) direct losses in the nature of damages for harm to business, lost revenues, lost profits or opportunity costs; and (ii) consequential, special, indirect, incidental, punitive or exemplary loss, damage, cost or expenses (including, without limitation, lost profits and opportunity costs), relating to this Agreement.

  3. The Client agrees to indemnify and hold harmless Content.co, its directors, principals and employees from and against any and all actions, losses, damages, claims, liabilities, and expenses (including without limitation, reasonable legal fees and expenses) brought against, paid or incurred by any of them at any time, in any way arising out of or relating to (i) this Agreement or (ii) any Content Product published by the Client or (iii) any actions taken by any Content Creator against Content.co or the Client in relation to this Agreement.

  4. The provisions of this Section shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise. The limitation on liability provision of this Agreement shall apply regardless of the form of action, loss, damage, claim, liability, cost, or expenses whether in contract, statute, tort (including without limitation, negligence), or otherwise. The agreements and undertakings of the Client contained in this Agreement, including without limitation, those pertaining to restrictions on Client Communications use and distribution, limitation on liability, shall survive the completion or termination of this engagement.

  5. Client agrees to (a) release, indemnify, hold harmless, protect, and defend Content.co and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Content Creator; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, or (iii) the actual or alleged failure of Content.co to comply in any respect with the Employment Laws and Regulations. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Content.co.

  6. You will indemnify, defend, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to use of the Content Marketing Platform and the Content Marketing Platform Services by you or your agents, including any payment obligations incurred through use of the Content Marketing Platform Services; (b) any agreement entered into by you or your agents, including, but not limited to, the classification of a Content Creator as an independent contractor; the classification of Content.co as an employer or joint employer of Content Creator; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the General Conditions by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

12. Agreement Effective and Term

  1. The Agreement is effective from the Effective Date.

  2. The Term of this Agreement shall be the greater of 12 months from the Effective Date. The Agreement shall be automatically extended by 12 months from the date of the most recent Content Product Contract executed in writing.

13. Commencement and Completion

The Services shall be commenced and completed within the time specified in each respective Content Product Contract.

14. Disputed Services

If any item or part of an item in relation to the Services in an invoice submitted by Content.co is contested by the Client, the Client shall give prompt notice with reasons and shall not delay payment on the remainder of the invoice.

15. Termination

  1. The Client may suspend all or part of the Services with respect to any specific Content Product Contract or terminate the Agreement by notice of at least 60 days to Content.co who shall immediately make arrangements to stop the Services and minimise expenditure. Any outstanding payments shall be pro-rated to the extent possible on a good faith basis by the parties to the Agreement.

  2. Content.co may suspend all or part of the Services or terminate the Agreement by notice of at least 60 days to the Client.

  3. Termination of the Agreement shall not prejudice or affect the accrued rights or claims and liabilities of the parties and the provisions of Clause 6, 7, 8 and 9 shall remain in full force.

16. Languages and Law

This Agreement is executed in the English language which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Agreement.

17. Assignment and Sub-Contracts

Neither the Client nor Content.co shall assign any benefits or obligations under the Agreement without the written consent of the other party.

18. Amicable Dispute Resolution

The parties shall seek to resolve in good faith any dispute or difference arising between them in respect of any matter connected with this Agreement. If the parties cannot resolve any such dispute or difference within 30 days, or such a period as the parties may subsequently agree, then it shall be submitted to their respective designated representatives under the Agreement.

19. Arbitration

Save where this agreement provides for reference to an expert, any dispute arising out of or in connection with this agreement, including any question regarding its interpretation, construction, existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force.

The language of the arbitration shall be English, and the place and seat of the arbitration shall be Singapore. The parties agree that the arbitration award shall be final and binding upon the parties involved in the arbitration proceedings.

20. Entirety

This Agreement and the Appendices hereto are intended by the Parties as the final expression of their agreement on the matters contained herein and are intended also as a complete and exclusive statement of the terms of their agreement with respect to the Services. All prior written or oral representation, undertakings, offers or other communications of every kind pertaining to the Services hereunder to the Client by Content.co are hereby superseded.

21. Good Faith

The Parties undertake to act in good faith with respect to each other’s rights under this Agreement and to adopt all reasonable measures to ensure the realization to the objectives of this Agreement.

22. Governing Law

This agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation) (including any non-contractual disputes) shall be governed by and construed in accordance with Singapore law.