TRNDING PTY LTD ABN 23 613 308 384
TERMS OF SERVICE
The Company provides the Let’s-Colabb mobile application marketplace to connect fashion brands with social media influencers. Use of Let’s-Colabb is subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
ABN means Australia Business Number.
Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
Brand means the fashion brand and registered user of Let’s-Colabb, that uses the features associated with a Brand account.
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane, Australia.
Company means Trnding Pty Ltd ABN 23 613 308 384.
Corporations Act means the Corporations Act 2001 (Cth).
Influencer means a registered user of Let’s-Colabb that uses the features associated with an Influencer account.
Instagram means the photo sharing social media platform, operated by Instagram Inc., accessible from https://www.instagram.com/ or the Instagram mobile application.
Let’s-Colabb means the Let’s-Colabb digital platform accessible from:
The Let’s-Colabb mobile application.
Fee means a fee charged by the Company for use of Let’s-Colabb.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
Listing means the Products listed by the Brands as available for Influencers to advertise.
Personal Information has the same meaning as in the Privacy Act.
Post means the picture (or series of pictures) posted by the Influencer to their Instagram profile featuring the Product.
Product means an item or product to be the subject of the Influencer’s Post, as designated by the Brand.
Product Request means a request submitted by an Influencer to be designated a particular Product by the Brand.
Profile means the profile of an Influencer on Let’s-Colabb as may be viewed by the Brands.
Privacy Act means the Privacy Act 1988 (Cth).
Site means http://letscolabb.com.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Terms of Service means the terms and conditions of using Let’s-Colabb, as updated from time-to-time, which can be found at http://letscolabb.com/termsofservice
TPS means an online third-party service provider with whom a User holds an account.
User means any registered Brand or Influencer that uses Let’s-Colabb,
User Content means images, information, documents or other data that is uploaded or input into Let’s-Colabb by the User or that forms part of the User’s Intellectual Property.
To use all features of Let’s-Colabb, the User must log into Let’s-Colabb and have set up their account.
The User agrees that all use of Let’s-Colabb is subject to the terms of this Agreement.
Anyone over the age of 18 may use Let’s-Colabb. People under 18 years of age must not use Let’s-Colabb without their parent or legal guardian’s consent.
The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
In order for an Influencer to register an account, the Influencer must first submit a request to join Let’s-Colabb, which may be approved at the complete discretion of the Company.
The Influencer’s Let’s-Colabb Profile shall include images and data pulled directly from the Influencer’s Instagram account.
The Influencer warrants that the Instagram account linked to their Profile is theirs and is not auto-generated or assisted by any automation technology product or ‘bots’ of any kind.
The Company may refuse or revoke an Influencer access to Let’s-Colabb if the Company determines that the Influencer’s Instagram account has been assisted by or utilises the serves of an automation technology product, or is otherwise misleading and/or deceptive in its purported followers.
Let’s-Colabb may allow an Influencer to:
Create a Profile;
Browse and search Listings;
Submit Product Requests;
Receive instructions from Brands regarding the Posts;
Submit a Post to their Instagram account; and
Such other features Let’s-Colabb may make available from time-to-time.
Let’s-Colabb may allow a Brand to:
Create and manage a Listing;
Browse the Profiles of Influencers who have submitted Product Requests;
Select and provide Post instructions to Influencers;
Monitor the status of an Influencer’s Post;
View the statistics and analytics from a Post’s outreach; and
Such other features Let’s-Colabb may make available from time-to-time.
A Brand may create a Listing for any Product they would like an Influencer to advertise.
A Listing may include:
Images of the Product;
Description of the Product;
Preferred gender for the Product;
Available variation and sizing of the Product;
Desired styling and directions for a Product’s Post;
Preferred use of hashtags; and
Any other details relevant to the Product and/or Post.
Each Brand is responsible for ensuring the accuracy of all information described in a Listing.
Submitting a Product Request
An Influencer may submit a Product Request by:
Selecting a Product from their home feed;
Selecting the size and colour variation;
Providing a description of how the Product will be featured in their Post;
Providing their shipping information; and
Providing any other information as may be required by Let’s-Colabb and/or the Brand from time-to-time.
It will be at the Brand’s complete discretion as to whether a Product Request is approved.
Shipping the Product
Once a Brand has approved an Influencer’s Product Request, they must send the Product to the Influencer’s provided shipping details as soon as is reasonably practicable.
The Influencer is responsible for providing the Brand with the correct shipping address and any special instructions.
The Company recommends that Brands ship Products using a registered and trackable shipping method. The Brand must provide the Influencer with any tracking details that may apply to the Product shipment.
The Brand shall remain responsible for the shipment of any goods until an Influencer receives them.
The Influencer shall assume all risk in the Product(s) at the time that they arrive at the Influencer’s address for delivery.
The Influencer agrees to create a Post within no more than 28 days from receipt of the Product.
The Post must include:
The Product as a prominent feature of the Post;
The name of the Brand; and
The hashtags as requested by the Brand.
The Brand may monitor the status of a Post via the Brand’s Let’s-Colabb portal. Where an Influencer has not created a Post within the 28 day timeframe, the Brand may:
Send an email reminder to the Influencer; and/or
Report the Influencer to the Company.
The Company makes no warranty or representation as to:
The reputation or credentials of any Influencer or Brand;
The quality, safety or fitness for purpose of any Product provided by a Brand; or
The accuracy of any data analysis provided to the Brands.
The Company takes no responsibility for any harm or loss suffered by a Brand or Influencer as a result of (without limitation):
Failure for a Post to occur;
The contents of the Post itself; and/or
Any communication or transaction that transpires between the Brand and Influencer either through Let’s-Colabb or outside.
No Inappropriate Products or Posts
Brands may not provide a Listing for any Product that the Company in its sole discretion determines is inappropriate or offensive.
The Company may remove any Listing that suggests that that the Company determines is inappropriate.
Influencers may not create a Post for any Brand in a manner that the Company in its sole discretion determines is inappropriate or offensive.
Whilst the Company cannot force the removal of any Post, it may remove the Influencer from access to Let’s- Colabb.
Conduct. The User acknowledges and accepts that:
The Company accepts no responsibility for the conduct of any User of Let’s-Colabb.
The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via Let’s-Colabb or not.
The Company makes no warranty or representation as to the accuracy of any information provided by any User.
The Company makes no warranty as to the character or credentials of any User.
Lodging a Complaint.
If a User believes that another user’s behaviour is threatening, discriminatory, or deliberately offensive, the User may lodge a complaint to the Company via email at email@example.com.
The Company may suspend or delete the account of any User that Let’s-Colabb determines conducts itself inappropriately.
The Company will advise the User of a suspended or deleted account of the decision to do so, but is under no obligation to identify a complainant.
The Company’s decision whether or not to suspend or remove a User account is at its absolute discretion. The Company’s decision shall be final and not subject to review.
Dispute Resolution. In addition to the dispute resolution provisions contained in clause 6.12:
The Company reserves the right to suspend an Influencer’s account if the Company receives a complaint about an Influencer.
The Company may reinstate a suspended account at its sole discretion.
FEES, PAYMENTS & REFUNDS
No Fees shall be payable by the Influencer to use Let’s-Colabb.
The Company may charge the Brand a Subscription Fee to use Let’s-Colabb on a monthly, quarterly, or yearly basis as may be selected by the Brand.
The Subscription Fee pricing shall be as listed on Let’s-Colabb.
The Brand agrees to make payment in advance for all Subscription Fees due at such frequency, or on such dates as the Brand has subscribed for.
The Company shall render a Tax Invoice to the Brand for any applicable Fees which the Brand agrees to pay within 5 business days of receipt by way of credit card, PayPal, bank transfer or other such manner as the Company may direct from time-to-time. The Brand agrees that it shall have no right to access Let’s-Colabb if it fails to make a payment when due.
The Company reserves the right to introduce or change any Fees from time-to-time by giving the Brand written notice. Any new or changed Fees will apply at the next transaction after the User has been given such notice.
If a Brand does not accept a change to any Fees, then it can simply terminate its account.
All Fees are payable in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or Euros).
For Brands in Australia, GST is applicable to any Fees charged by the Company to the Brand. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Brand with a Tax Invoice for any payments.
The User acknowledges and agrees that:
Let’s-Colabb may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company, which may exist in Let’s-Colabb.
User Content is the sole responsibility of the person that provided the User Content to Let’s-Colabb.
The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Let’s-Colabb.
The Company may suspend accessibility to User Content via Let’s-Colabb that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Let’s-Colabb.
In order to provide the services afforded by Let’s-Colabb, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of this Agreement.
The Influencer acknowledges and accepts:
The Company may share the Information provided by the Influencer with the Brand as part of making a submitting and accepting a Product Request.
Under no circumstances will the Company be responsible to an Influencer for a Brand’s use of Information;
Any information shared by the Company with a Brand may be retained by the Brand for the purposes of:
Shipping the Product required for the Post;
Marketing their Products and business generally;
Updating their administrative records and/or compliance purposes; or
Such other purpose as may be agreed between the Influencer and the Brand.
All information about an Influencer is used and controlled by the Influencer Brand, not the Company;
All information input into Let’s-Colabb about an Influencer is provided with that Influencer’s consent;
The Influencer must ensure that all their Personal Information on Let’s-Colabb is true and accurate, and agrees to update that information in order to ensure that it is current;
The Brand is authorised by the Influencerto receive the Information and other personal information may have its own policy governing access to this information and the use of Let’s-Colabb.
The Brand acknowledges and accepts:
The Brand is solely responsible for ensuring that its use of Let’s-Colabb and storage of Information provided by the Company is compliant with all relevant laws and/or any agreement with each Influencer, or the parent or legal guardian of the Influencer;
It shall not store or record any Information that it can access through Let’s-Colabb unless it is fully compliant with the Privacy Act;
It shall not disclose any Information about an Influencer to any other person or party other than as authorised by the Influencer, or the parent or legal guardian of the Influencer;
It shall ensure all Information it has access to through its use of Let’s-Colabb is kept and used in accordance with applicable privacy laws in the Brand’s jurisdictions .
INSTAGRAM LOGIN AND INTEGRATION
Registration & Login.
In order for the Influencer to able to register as a User, access Let’s-Colabb and use integrated features, the Influencer must connect their Let’s-Colabb Profile with their Instagram profile.
As part of the functionality of Let’s-Colabb, the Influencer may connect their Profile with Instagram by:
Providing their Instagram login information to the Company through Let’s-Colabb; or
Allowing the Company to access their Instagram profile in accordance with its terms & conditions of service.
When connecting to Let’s-Colabb using Instagram, the Influencer warrants that they are not in breach any of the TPS’ terms & conditions of service.
The User acknowledges that User access to Let’s-Colabb may be unavailable if Instagram becomes unavailable, and that the User may lose functionality or content that is shared between Instagram and Let’s-Colabb.
The Company has no relationship with Instagram and cannot guarantee the efficacy of any Instagram connection.
Data from Instagram.
Upon the Influencer’s registration of their account using Instagram, the Influencer authorises the Company to use data from their Instagram profile to create the Influencer’s Profile within Let’s-Colabb.
By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Let’s-Colabb for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
Modification of Terms
The terms of this Agreement may be updated by the Company from time-to-time.
Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Let’s-Colabb.
The User agrees and accepts that Let’s-Colabb is:
Hosted on servers managed by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
Managed and supported exclusively by the Company from the servers managed by the Company and that no ‘back-end’ access to Let’s-Colabb is available to the User unless expressly agreed in writing.
As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Let’s-Colabb.
The Company provides user support for Let’s-Colabb via the email address firstname.lastname@example.org.
The Company shall endeavour to respond to all support requests within 1 Business Day.
Use & Availability
The User agrees that it shall only use Let’s-Colabb for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
The User is solely responsible for the security of its username and password for access to Let’s-Colabb. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Let’s-Colabb account.
The User agrees that the Company shall provide access to Let’s-Colabb to the best of its abilities, however:
Access to Let’s-Colabb may be prevented by issues outside of its control; and
It accepts no responsibility for ongoing access to Let’s-Colabb.
Security. The Company takes the security of Let’s-Colabb and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
Storage. Data that is stored by the Company shall be stored according to accepted industry standards.
Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Let’s-Colabb.
The Let’s-Colabb Application. The User agrees and accepts that Let’s-Colabb is the Intellectual Property of the Company and the User further warrants that by using Let’s-Colabb the User will not:
Copy Let’s-Colabb or the services that it provides for the User’s own commercial purposes; and
Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Let’s-Colabb or any documentation associated with it.
Content. All content submitted to the Company, whether via Let’s-Colabb or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Let’s-Colabb.
Disclaimer of Third Party Services & Information
The User acknowledges that Let’s-Colabb is dependent on third-party services, including but not limited to:
Banks, credit card providers and merchant gateway providers;
Email services; and
The User agrees that the Company shall not be responsible or liable in any way for:
Interruptions to the availability of Let’s-Colabb due to third-party services; or
Information contained on any linked third party website.
Liability & Indemnity
The User agrees that it uses Let’s-Colabb at its own risk.
The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Let’s-Colabb, including any breach by the User of the terms of this Agreement.
In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Let’s-Colabb, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise.
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
The re-supply of services or payment of the cost of re-supply of services; or
The replacement or repair of goods or payment of the cost of replacement or repair.
Either party may terminate this Agreement by giving the other party written notice.
Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 6.6, 6.8, 6.9, 6.10, 6.12, 6.13 and 6.14 survive termination of this Agreement.
If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
Includes or is accompanied by full and detailed particulars of the Dispute; and
Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
Electronic Communication, Amendment & Assignment
The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
Notices must be sent to the parties’ most recent known contact details.
The User may not assign or otherwise create an interest in this Agreement.
The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
Governing Law. This Agreement is governed by the laws of Queensland. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.