Terms of Service

Last updated: 21 Mar 2017


1. INTRODUCTION

These TERMS OF SERVICE (this "Agreement") are agreed to between Popared Limited ("Popared") and you, or if you represent a company or other entity, that company or entity (in either case, "You").

Popared provides you, and, if applicable, your Affiliates (defined below), access to its online site at www.popared.com known as The Platform (the "Platform"). The Platform allows Brands and Influencers to interact and engage in marketing relationships to create and/or distribute unique sponsored social content often through a Influencer's social network ("Platform Services") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to these Terms of Service, please do not use the Platform Services or access
www.popared.com. Each time you use the Platform, the current version of the Terms of Service will apply. We may revise these terms of service at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you. We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

Unless you later enter into any the other agreements with Popared regarding the Platform or Project (defined below), this Agreement is the complete and exclusive agreement between You and Popared regarding Your access to and use of the Platform and content submitted and posted for the Project. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Popared relating to Your use of the Platform and content submitted and posted for the Project.

In this Terms of Service, (i) "Brands" means collectively any person or entity who participates in the Platform Services directly or by Popared authorized personnel on behalf of Brands for the purpose of creating Projects to use the services of a Influencer, (ii) "Influencer" means any person, entity or group that creates and distributes the sponsored social content and/or performs an action through their associated social networks (i.e. Youtube, Instagram) via the Platform, (iii) "Affiliate" means any authorized entity or person that directly or indirectly controls the transactions of the Brands or Influencer. The term "control" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement, written agreement, title or other influence, (iv) "Project" means a request by a Brand for a Influencer to create and/or distribute sponsored social content and/or perform an action through their social network account. These Terms of Service shall apply to all transactions conducted through the Platform.

www.popared.com is a site operated by Popared Limited. We are registered in Hong Kong under company registry number 2414589 and we have our registered office at 1931 Flat, 3 Salisbury Road, Tsim Sha Tsui, Hong Kong.

1.1. PROJECTS AND CHARGES

Participating Brands create and list opportunities ("Projects") in the Platform, which offer Influencers the chance to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network. All Projects completed by the Influencer must comply with the requirements set forth by the Brands (herein referred to as the "Requirements") in the Project. Each Project should contain a complete description of the requirements and the maximum budget to be paid by the Brands.
Influencers respond to Projects by submitting proposals ("Submissions") which include the Influencer's past or new video or image, caption. Submissions may be accepted, rejected or a revision requested by the Brands.The

Influencer will submit the bid for the Project and the Brand can negotiate the bid with the Influencer through the chatbox on the Platform. By accepting the Submission within the Platform the Brand is agreeing to pay the Influencer the bid designated by the Influencer, or the mutually agreed amount after negotiation. If a Brand requests to cancel an accepted Submission for convenience prior to required start date, the Brands will be charged an automatic, non-refundable payment of fifty percent (50%) of the Influencer's maximum payout for the Submission (the "50% payment"). The 50% payment paid to the Influencer subsequently will be subject to 10 % service fee from Popared.

The Brands can request up to two revisions of the content (video/image, caption) from Influencer. Influencer is eligible to decline any revision that goes beyond the second round, however if the Influencer agrees to more than 2 rounds of revision, then Brand can continue to ask for revisions. Once a revision is provided by Influencer, the Brands will have seven (7) days to either approve, reject or request a revision within the Platform. Failure to do so by the Brands within the time period will result in an automatic non-refundable charge to the Brands of fifty percent (50%) of the Influencer's maximum payout for the Submission (the "50% payment"). The 50% payment paid to the Influencer subsequently will be subject to 10 % service fee from Popared.

Once a Submission is approved by Brands and is posted to applicable social networks it is referred to as a Post. Once a Post is live, a Brand cannot cancel a Submission.

The Brands will not be charged and Influencer will not receive payment if the Influencer: (i) cancels Submission prior to required start date, or (ii) does not provide revision to Submission within three (3) days from the Brands request date, or (iii) does not set the approved Submission live during the required Post duration (iv) does not maintain the Post for the required Post duration, (v) does not submit live URL of Post into the Platform during the required Post duration, (vi) sets a Post live which does not comply with the final approved Submission. Brands have three (3) days from required Post start date to alert Popared if the Post does not comply with the approved Submission. If Brands did not approve the Submission or make any request for revision after the 3 days from the required Post start date, then the Project is deemed to complete and the Brands cannot cancel the Submission is subject to 100% payment.

1.2. REVIEWS & APPROVALS & PAYMENTS

While Popared personnel may assist in reviewing and identifying Influencer's Submissions or actions that violate a Project's Requirements and attempt to resolve disputes, Brands in their reasonable discretion shall determine whether a particular Influencer is entitled to the set compensation so long as the Brands observes the requirements of Sections 1, 3.5, 3.6 and 3.7 of this Agreement. Popared reserves the right to review and reject Projects from Brands that do not meet our Platform Guidelines. Any Post which does not comply with Requirements and the approved Submission for the Project will not be entitled to the compensation associated with such Project.

Final payment to the Influencer will occur if the Post is active within the required Post duration, remains unaltered from the approved Submission for the defined duration of the Post, and the live URL is posted to the Platform within the defined Post duration. The Popared Platform will automatically check for active posts and make payments to the Influencer on behalf of the Brands. Popared is acting as an agent for a disclosed principal and as such, no payments will be made hereunder until such are received from the Brands. If the automated system fails to locate required elements and required disclosure, no payment will be made to the Influencer and funds for the Project will be returned to the Brands. Influencer will be paid (and Brands will be charged) yon the agreed amount as defined on the Project page of the Platform.

2. ELIGIBILITY

You must be eighteen (18) years or older to register as a Brand or Influencer in the Platform. By registering in the Platform, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that Popared will use the information you provide in accordance with the terms of the Popared Privacy Policy ("Privacy Policy") located
here , which is integrated into and included as part of these Terms of Service. Popared accounts are not transferable, assignable or resalable under any circumstances.

3. BRANDS TERMS

This Section 3 applies only to Brands participating in the Platform.

3.1. TRANSPARENCY & DISCLOSURE

Any attempt to instruct, coerce or manipulate a Influencer into hiding the commercial relationship between the Brands and the Influencer may result in immediate removal from the system.

3.2. PAYMENTSThe Brands agree to pay Popared all charges made to the Brands' account for agreed upon fees or use of the Platform Services in accordance with these Terms of Service.

3.3. PAYMENTS BY BRANDSAfter the Brands have submitted the Project and approved by Popared, the Brands must pay the full amount of the budget as designated on the Project page within 7 days. The Brand is subject to pay 10% service fee of the full amount of the budget to Popared for each completed campaign. The Brands can make payment by deposit to the bank account of Popared or they can pay by credit card. The bank transfer fees or extra credit card charges would be borne by the Brands. In circumstances where the payment had not been fully distributed to the Influencers, the Brands may opt to remain the funds with Popared's account or request for the return of the remaining funds.

Brand represents and warrants that it has the legal right to use any credit card utilized in connection with any transaction. By submitting such information, the Brand grants Popared the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Brand. If the credit card provided was not authorized, then all amounts in the Brands' accounts will immediately be forfeited. Brands' non-termination or continued use of the Platform reaffirms that Popared is authorized to charge Brands' credit card.

Popared reserves the right to modify, suspend or terminate the required method of payment for use of the Platform at any time, although any pending Projects will be completed using the method current when the Project was listed. If Popared modifies the terms of the method of payment as outlined in this Section 3.3, the Brands will be contacted by Popared or the modifications will be reflected in an updated version of this Agreement. If you do not consent to such modified Agreement, you must immediately discontinue using the Platform. Brands' continued enrollment after any modifications constitutes its acceptance of the terms and method of payment as modified.

All Brands' Projects may be taken offline if Brands' credit card does not allow additional charges or rejects any pre-authorized charges made to it. Unless the Brands or Popared discontinues enrollment or participation in the Platform Services, the Brands understand that this pre-authorization is valid until the termination of this Agreement or the applicable service agreement with Popared. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of this Agreement, which provides the terms of your pre-authorization.

3.4. NON-CIRCUMVENTION

The Brands may not attempt to contact Influencers or negotiate terms or payment outside of the Platform. Any attempt to circumvent the Platform may result in removal from the Platform at Popared's sole discretion.

3.5. MANUAL PROCESSING REQUESTS

It is the Brands' responsibility to reviews Influencer's posts for compliance with the Requirements set forth in the Project.

If a Brand would like to ensure that a Influencer's post will be manually reviewed for compliance with the Project Requirements, such service is available for an additional fee. The Brand can also request to have Popared manage part or all of its advertising campaign for a fee as agreed upon through a separate managed service agreement. Interested parties should contact Popared directly.

If necessary, a Brand may request that a Influencer's post in response to a Project be removed from the Influencer's social media site or personal website. Popared may assist the Brands in requesting a Influencer to remove a post and additional fees may apply; however, Popared cannot guarantee removal of the post by the Influencer.

3.6. CONTENT INFORMATION

The Brands agree that Popared is not responsible for any aspect of Brands' content or product to be reviewed, shared, sponsored, or advertised by the Platform's contracted Influencers. The Brands are wholly responsible for any specifications requested of, legal and regulatory compliance, as well as any material provided to Influencers. The Brands are responsible for all third party material clearances and licensing for any Influencer content. The Brands acknowledge that the Platform Influencers are independent third parties and not directly controlled by Popared. Influencers are not contractors or personnel of Popared. As a consequence, any postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. The Brands specifically acknowledge and agree that Popared has no control over any content that may be available or published on any social network (or otherwise), and that the Brands are solely responsible (and assumes all liability and risk) for Influencer content.

The Brands grant Popared and Influencer a revocable, limited, worldwide license to any content and materials provided by or specified by the Brands to perform the Services as set forth in these Terms.

3.7. Project DISPUTES

The Brands agree that so long as a Influencer has met the requirements as outlined in its Project and Section 1 it will not delay or deny payment for the Platform Services. The Brands may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Influencer. Thirty (30) days after completion of the Project, payment will be made to the Influencer by the Platform for services unless the Influencer has violated the terms of this Agreement or the specific terms of the Brands Project.

4. INFLUENCER TERMS

This Section 4 applies only to Influencers participating in the Platform.

4.1. INFLUENCER ELIGIBILITY

Any Influencer over the age of eighteen (18) may register in the Platform, the use of any of our Platform by a minor is subject to the consent of their parent or guardian. By signing up as a Influencer, the minor and their parents agree to be bound by the terms and conditions of this Agreement. We advise parents who permit their children to use our Platform that it is important that they communicate with their children about their safety online. Minors who are using our Platform (including online chatrooms) should be made aware of the potential risks to them.

But in order to participate in the Platform, Influencer's account/s should meet the following minimum standards:

- Social Network Account must be a minimum of 90 days old;
- Social Network Account must have a minimum number of followers/fans to be eligible (varies depending on connection);
- Social Network Account must not contain a content gap of more than 90 days;
- Social Network Account must be public (accessible to anyone);
- Social Network Account must contain a majority of original content;
- Account must be in a supported language (English, Chinese, other as required by the Project);
- Account may not contain content that is inappropriate, illegal or violates the Platform Guidelines detailed in Section 7 herein.

4.2. INFLUENCER FULFILLMENT OF A PROJECT

By accepting a Project, Influencer acknowledges that (i) it has the authority and ability to perform the requested service within the stated time period, as applicable, (ii) all submitted content will be in the English language or Chinese language or such other language as required in the Project, (iii) all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iv) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.

Sponsored Content posted by the influencer to a Network is reported to the automated system by the Influencer submitting a URL of the Post into the Platform. The Sponsored Content URL must link to the same content that was approved by the the Brands for the Project, and must remain accessible on the Network for the duration specified in the Project (the "Posting Period") in order for the Platform to validate the fulfillment of the Project and to earn compensation for the posted Project. Assuming payments from the Brands have been received by the Platform, the Influencer will receive payment for the completion of the Project as agreed upon between the Brands and the Influencer in the Project 30-days from the posting end date.

4.3. INFLUENCER COMPENSATION

Influencer acknowledges and agrees that the obligation to compensate Influencer for Project-related advertisements resides solely with the Brands, not Popared. Popared merely facilitates such compensation on behalf of the Brands. The Brands are solely liable for payment to Influencer. While Popared may be remitting payment to Influencer directly; under no circumstances does Popared accept liability for payment to Influencer. Influencer agrees that it will not pursue any actions, legal or otherwise, against Popared for non-payment. Influencer waives any and all claims or rights of action against Popared relating to the failure of the Brands to compensate Influencer in connection with a Project-related advertisement. In addition, Influencer acknowledges that Influencer is: (i) not an employee of Popared, (ii) responsible for the payment of all taxes on compensation received from the Brands, (iii) responsible for any reporting requirements imposed by the local government, and (iv) responsible for compliance with all other applicable laws and regulations.

Influencer Payments are made to the Influencer's designated bank account unless another arrangement is agreed upon between Influencer and Popared. The payment method can be by deposit to the Influencer's bank account or Popared will send a cheque to the Influencer. It is Influencer's responsibility to ensure that their bank account or address details are correct and to update the bank account and address information as necessary. Popared will not be responsible for any payments made to the wrong bank account or wrong address.

Influencer Payments become payable within 30 days of Post end date assuming payments from the Brands are received by the Platform. If the Influencer receives a deposit into their bank account, Popared will notify the Influencer via email that payment has been made to their bank account. Popared will receive 10% service fee of the designated amount (i.e. the bid agreed by the Influencer and the Brand) paid to the Influencer for each completed campaign. Influencer will be responsible for any bank transfer fees, Popared reserves the right to modify the payment terms at any time

All payments to Influencers are in Hong Kong dollars unless specified in other currencies on the Project. All dollar amounts displayed on the Platform or via Platform notifications are in Hong Kong dollars.

4.4. GRANT OF USAGE LICENSE

Influencer retains its rights to any content submitted, posted or displayed through its social platforms. Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the Site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in the next paragraph. Influencer grants Popared and the specific Brands a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute the content or any portion thereof in any and all forms of media or distribution methods (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing, or distribution of a Influencer's content by Popared or any other Brands may, but is not required, to be accompanied by credit to the Influencer of that content by use of the Influencer's name, likeness or other identifying representation.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site. We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Terms & Conditions.

4.5. SOCIAL MEDIA SERVICES

To use the Platform, you will be required to enable your log in to certain online third party services, such as Youtube or Instagram ("Social Media Services"). By logging in or directly integrating these Social Media Services into the Platform, Popared can capture the data needed to report metrics to the Brands such as follower count, like count, and calculate your payouts for Projects. In order to enable this functionality we will ask you to authenticate, register for or log into Social Media Services on the websites of their respective providers (you will provide your login information, like your password, directly to such Social Media Services, and not to Popared). As part of such integration, Social Media Services will provide us with access to certain information that you have provided to such Social Media Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Media Services and Popared's use, storage and disclosure of information related to you and your use of such services within Popared, please see our Privacy Policy. However, please remember that the manner in which Social Media Services use, store and disclose your information is governed solely by the policies of such third parties, and Popared shall have no liability or responsibility for the privacy practices or other actions of any third party site or Services that may be enabled within the Platform. In addition, Popared is not responsible for the accuracy, availability or reliability of any information, data, content, goods, opinions, advice or statements made available in connection with Social Media Services. As such, Popared is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Services. The integration or inclusion of such features does not imply an endorsement or recommendation of any particular Social Media Services.

5. NON-CIRCUMVENTION

Influencers and Brands may not attempt to contact the other party directly or negotiate terms or payment outside of the Platform. Any attempt to circumvent the platform may result in removal from the Platform at Popared's sole discretion.

6. CONFIDENTIALITY

"Confidential Information" means any information disclosed to a Brand or Influencer by Popared, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Popared; (ii) becomes publicly known and made generally available after disclosure to you by Popared other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Popared as shown by your files and records. Brands and/or Influencer shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Brands and/or Influencer agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Brands and/or Influencer may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Popared prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Popared's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Popared immediately upon Popared's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Popared, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Privacy Policy, the Agreement shall control. Brands and Influencer may not issue any press release or other public statement regarding the Agreement, Popared, its parent and/or its affiliates without Popared's prior written consent.

7. Platform GUIDELINES

All participants in the Platform should observe these Guidelines:

- Pornography or sexually explicit content is not appropriate in the Platform.
- Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
- There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members personal information (other than what is directly provided by the user in their bio).
- Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Platform.
- There will be no solicitation of users in the Platform other than for paid Projects.
- There are to be no additional products, logos, third party sponsored links, ads, overlay ads on photos, or other detractors located within a sponsored post; competitor or otherwise.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

8. UNAUTHORIZED USE

Outside of an API provided by Popared, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of like data, follower counts or any other relevant data or metric reported in the Platform is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law.

9. PROVISION OF SERVICES

Popared is constantly innovating and changing its Platform offerings in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Popared provides may change from time to time without prior notice to you. You acknowledge and agree that Popared may stop (permanently or temporarily) providing the Platform Services (or any features or functionality within the Platform) to you or to users generally at Popared's sole discretion, without prior notice to you. You and/or Popared may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Popared shall not have any liability regarding such decisions. Sections 3 through 18 of these Terms of Service shall survive any termination of the Agreement. In addition, Popared has the ability, with user permission, to assume said user's account for the purposes of troubleshooting and resolving issues.

10. REPRESENTATIONS AND WARRANTIES

Influencers and Brands participating in the Platform each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Popared's services is solely for lawful commercial and business purposes; (iii) the links contained in any content are directed to the intended and agreed upon destination and are not re-directed; (iv) you will not (and will not allow, enable or authorize any third party to) generate automated, fraudulent or otherwise invalid actions, such as but not limited to purchasing likes, comments and shares for Sponsored Content. If Popared believes that activity, whether relating to the Content or otherwise, is suspected and/or determined to be "action fraud", "viewership fraud", "like fraud" or fraud of any other kind ("Action Fraud"), Popared, in addition to other rights and remedies hereunder, may withhold any payments that would otherwise be owed to Influencer relating to the Content, and shall be entitled to recoup from Influencer any payments previously made to Influencer that are attributable to Action Fraud; (iv) you will comply with all applicable laws in Hong Kong; and (v) you have the necessary rights to provide all information provided to the Platform (including all content, data, claims, statements, products and services, Projects, titles, URLs and descriptions) for use as described in this Agreement (the "Information").

Influencers and Brands participating in the Platform each represent, warrant and covenant that all such Information does not and will not: (a) violate any law, statute, ordinance, treaty or regulation or Popared policy or guideline; (b) infringe any copyright, patent, trademark, trade secret, video, music performance or other intellectual property right of any third party; (c) breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) advertise any unlawful product or service or unlawful sale of any product or service. Additionally, you agree that all Information will (e) not be false, misrepresentative, deceptive or misleading; (f) not be defamatory, libelous, slanderous, obscene or threatening; (g) not target children under the age of thirteen (13), (h) be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.

Brands further represents that (i) it has a reasonable basis for all claims made within its advertising and possesses appropriate documentation to substantiate such claims; (ii) it will comply with the applicable Service Agreement (if applicable); (iii) the landing page for any links (i.e., the Brands' website page where a consumer is directed when the consumer clicks on the link, fills in a registration form or takes a similar action) contains a prominent link to Brands' privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Brands' use, collection and disclosure of their personal information; (iv) it has provided Influencer will all necessary licenses and clearances for any content it provides or requests as well as providing Influencer with legal and regulatory guidance necessary for Influencer to comply with all applicable legal and regulatory requirements; and (v) prior to loading any computer program onto an individual's computer, including without limitation programs commonly referred to as spyware but excluding cookies (provided that cookies are disclosed in Brands' privacy policy), Brands shall provide notice to and shall obtain the express consent of such individual.

11. TRADEMARKS

All Popared and Platform graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Popared in Hong Kong and/or other countries. Popared's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing. All proprietary rights and goodwill in Popared's trademarks shall inure to the benefit of Popared.

12. INDEMNIFICATION

Influencers and Brands each agree to fully and separately indemnify and hold harmless Popared, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, owners, third party service providers and third parties authorized by Popared to make your listings, results, and/or Services available in connection with third party Websites, Social Content and/or Action, blogs, postings, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, affiliates, and employees (each, an "Popared Entity" and collectively, the "Popared Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys fees (collectively, "Claim(s)"), that actually or allegedly result from your information, use of the Service, any Social Content and/or Action, your Website, or your breach of the Agreement. You agree to be solely responsible for indemnifying any Claim against or suffered by Popared and/or any Popared Entity, subject to Popared and/or the Popared Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Popared, and/or any Popared Entity provided that you will not agree to any settlement that imposes any obligation or liability on Popared and/or an Popared Entity without Popared's prior express written consent.

13. WARRANTY DISCLAIMER

BRANDS AND INFLUENCERS EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, POPARED DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR POPARED'S WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE POPARED WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY POPARED. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE POPARED WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT POPARED'S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF POPARED'S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, FULLBOTTLE'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. LIMITATION OF LIABILITY

ANY LIABILITY OF POPARED TO A BRAND IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO MAXIMUM AMOUNT PAID BY BRAND TO POPARED FOR THE SERVICES RELATED TO THE BRANDS PROJECT THAT RELATED TO THE CAUSE OR FORM OF ACTION. POPARED SHALL NOT BE LIABLE TO INFLUENCERS FOR DAMAGES OF ANY KIND ARISING OUT OF INFLUENCERS USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL POPARED OR ANY POPARED ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. BRAND AGREES THAT BRAND WILL NOT HOLD POPARED RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON BRANDS' LISTING(S) OF PROJECTS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF POPARED OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, POPARED'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, our Platform; or (ii) use of or reliance on any content displayed on our Platform.

We will not be liable for any: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) any transaction to be entered into between the Brand and the Influencer; (v) loss of business opportunity, goodwill or reputation; or (vi) any indirect or consequential loss or damage.

15. NOTICES

Popared may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Popared. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Popared is updated, current and correct. It is your responsibility to also check these Terms of Service to see if there has been a modification. All notices to Popared shall be sent via recognized courier or certified mail, return receipt requested, to the registered address of Popared.

16. CHOICE OF LAW

This Agreement shall be governed by and interpreted under the laws of Hong Kong.

17. ELECTRONIC SIGNATURES EFFECTIVE

This Agreement is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by using the Platform Services. Please print and save a copy of this Agreement for your records.

18. MISCELLANEOUS

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Popared regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, all other terms hereof shall remain in full force and effect, and the invalid or unenforceable provisions shall be deemed replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect.

Popared shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Brands nor Influencer are employees of Popared. Neither Popared, Brands nor Influencer shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without Popared's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Popared and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Popared, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity. Popared may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by Popared. Popared reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by Popared, you agree that you will direct all communications relating to the Service or your participation therein directly to Popared and not to any other entity. The organization, specifications, structure or appearance of any Popared property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.

All prices are in HK Dollars unless expressly specified in other currencies.