This is a contract between you (the “User”) and Nexus Enterprise Technologies Pte Ltd. (“Nexus”). By signing onto the kol-lab platform (“Platform”), you manifest that you have read and agreed to all of the terms and conditions contained in this contract.

kol-lab is where Clients and Creators can connect, advertise, market, and provide content creation services online. The Platform facilitates the formation and execution of service contracts and provides assistance in resolving disputes related to such service contracts. You may also use kol-lab to invoice and pay any amounts owed under the service contracts.

• 2.1. Account Creation.

  In order to use kol-lab, you must create an account (“Account”) by providing accurate and complete information, including a valid email address and your billing information. You agree to provide true, accurate, and complete information on your Account and on all other forms accessed on the Platform, and to update such information to maintain its accuracy and completeness.
  
  You are solely responsible for maintaining the confidentiality of your Account credentials and for any activity that occurs under your Account. You agree not to request or allow another person to create an Account on your behalf. You agree to notify kol-lab immediately of any unauthorized use of your account or any other breach of security.
  
  You are solely responsible for compliance with all laws, regulations, rules, and tax obligations that may apply to your use of the Platform.

• 2.2. Types of Accounts. There are two (2) types of Accounts you can create as a User:

  • 2.2.1. Client Account.
  • 2.2.2. Creator Account.

• 2.3. Account Termination. kol-lab reserves the right to revoke the privileges of any User’s Account, access to, or use, of the Platform or any of its services, if, in our sole discretion, false or misleading information has been provided in creating, managing, using, or maintaining your Account. This includes, but is not limited to the following actions:

  • a. Actions that are hateful, racist, xenophobic, pedophilic, homophobic, obscene, pornographic, revisionist, or otherwise injurious to the well-being, honor, or reputation of others;
  • b. Actions that incite discrimination, hatred of a person or a group of persons because of their origin, their membership or non-membership of a particular ethnic group, nation, race or religion, or the glorification of war crimes, crimes against humanity, and those that are contrary to public order or morality;
  • c. Actions that violate the privacy of correspondence and infringe upon the rights of third parties, such as intellectual property, privacy, and image rights.
  • d. Similar actions that may we may consider as harmful or damaging.

• 2.4. Usernames and Passwords. Upon registering for an Account, you will be asked to choose a username and a password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your Account details with any person who is not authorized to use your Account.

• 2.5. Payment Authorizations. You authorize kol-lab to collect from you any amount due as a result of your activities as a User, any applicable taxes, service fees, cancellation fees, fines, penalties, and any amounts already paid to you in the event of a cancellation of a confirmed service contract agreement by either: (a) charging the payment method on file for a Client account or (b) by withholding the amount from future disbursements as a Creator. In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your payment method, you may be charged fees that are incidental to kol-lab's collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges. If kol-lab is unable to collect any amounts you owe under this contract, kol-lab may engage in collection efforts to recover such amounts from you in addition to other remedies that may be available under the applicable law.

• 2.6. Independent contractors. You agree that you are an independent contractor and not an employee or agent of kol-lab. Your views, actions, and representations outside the kol-lab platform do not in any way represent the views, actions, and representations of kol-lab or Nexus.

• 3.1. Relationship of Users with kol-lab. kol-lab allows Users to connect, enter into service relationships and agreements, receive, and provide Content Creation Services, and make and receive payments through the Platform. kol-lab does not supervise, direct, control, or employ Users in the performance of any contractual obligations under a Service Contract. kol-lab is not responsible for offering, performing, or procuring any of the Content Creation Services, and does not make any representations or guarantees about the quality of a User’s services. You are solely responsible for evaluating the suitability of any Project, Client, or Creator, assessing the terms of a Service Contract, verifying information about another User, before negotiating and agreeing to any Service Contract.

• 3.2. Establishing the Service Contract between Client and Creator. If a Client and a Creator agree to enter into a Service Contract, the contract is a direct contractual relationship between them. kol-lab is not responsible for, and not a party to, the Service Contract under any circumstance.

• 3.3. Process for the Service Contract.

  • 3.3.1. The initiation of a Service Contract to create content between a Client and a Creator implies full acceptance of these terms and conditions. The contracting process includes the following steps:

    • a. Client creates a Campaign, describing the content needed, the specifics of the project, and the deadline.
    • b. Creator can reach out to Client and select “I’m Interested” in the Campaign page.
    • c. Before a Campaign is confirmed, Client and Creator can discuss the terms by using kol-lab's messaging function.
    • d. Upon agreement by both Client and Creator, kol-lab generates the Service Contract Agreement
    • e. Client and Creator both accept the terms of the Service Contract
    • f. An entry in the “Deliverables” tab will now be created for both Client and Creator pertaining to the Campaign.
    • g. Client pre-authorizes an amount on the Agreement Acceptance date.
    • h. Creator must upload the Deliverable required of the Campaign on the agreed upon deadline.
    • i. Client is given up to two (2) revisions of each Deliverable submitted by the Creator.
    • j. Client can either approve or reject the Deliverable.

      • i. If approved, the Client is charged per deliverable on Approval date. Then the Deliverables may be downloaded by the Client and the Campaign is marked Complete, total amount received for Deliverables is accepted and released to Creator upon completion.
      • ii. If rejected, the Creator is not charged.
    • k. kol-lab provides for a Cancellation Handling scheme that will be applied depending on the stage of the transaction:

      • a. Before the Service Contract Agreement is agreed upon and finalized: No cancellation fee.
      • b. After the Service Contract Agreement is finalized but no Deliverables were uploaded: Cancellation fee of x%
      • c. After the Service Contract Agreement is finalized and at least one Deliverable was uploaded by the Creator: Cancellation fee of x%
      • d. If the work is rejected by the Client: Cancellation fee of x%

• 3.4. Disputes between Users. You agree that the dispute resolution process provided by the Platform is integral and beneficial to the working environment kol-lab seeks to establish. If a dispute arises between a Client and a Creator, you agree to refer the dispute to kol-lab for resolution by clicking on “Contact Support.” Dispute reports must contain a Campaign ID, if available, a summary of the dispute, and any supporting documentation or correspondence sent on the Platform. kol-lab's decision is final, irreversible, and must be complied with within the time frame set out by kol-lab. In no instance will kol-lab be liable for any losses incurred by a User as a result of any decision it makes following the dispute resolution process.

• 3.5. Payment. kol-lab collects payments from Clients by charging the payment method associated with their Account, such as credit card, debit card, bank account, PayPal account, or other third-party payment service. kol-lab releases payments to Creators through a financial intermediary associated with their Account, such as a bank account, PayPal account or a third-party Disbursement Method designated by a Client.

• 3.6. Feedback. Both the Client and the Creator can provide feedback and reviews after a Campaign is completed. Users are allowed to leave reviews for up to 10 days after a Campaign is marked as complete. Once Users have completed their reviews, or the 10 days have passed, all posted reviews are made public. Feedback reviews will not be removed unless there are clear violations of kol-lab's community standards.

• 3.7. Confidentiality. You may gain access to confidential information while using the Platform. You agree to take all necessary measures to protect the confidentiality of the information by not sharing it with third parties, nor using it for any unauthorized purpose. You agree to implement appropriate security measures to prevent any unauthorized access to confidential information.
  
  Confidential information includes, but is not limited to, any information or data related to kol-lab's operations, business plans, strategies, trade secrets, financial information, proprietary technology, customer information, and any other information marked or identified as confidential.
  
  The obligation of confidentiality shall continue even after the termination or expiration of your use of the Platform. The breach of this confidentiality clause may result in immediate termination of your access to kol-lab and may also subject you to legal and financial liabilities.

• 4.1. kol-lab Content. All of the Platform’s content, including, but not limited to, text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and other material provided or made available by kol-lab are either owned, or licensed by kol-lab, and are protected by intellectual property laws ("kol-lab Content"). You agree that the kol-lab Content is provided for your personal use only, and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit kol-lab Content for any other purpose without the prior written consent of kol-lab.

• 4.2. User Content. As a User of kol-lab, you retain ownership of any intellectual property rights in the content that you upload, submit, or otherwise provide to the Platform ("User Content"). By posting or submitting User Content to kol-lab, you grant kol-lab a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and transferable right, and license to use, reproduce, distribute, modify, adapt, display, and perform the User Content in connection with the operation and promotion of the Platform. You represent and warrant that you have all necessary rights and permissions to grant this license to kol-lab, and that the use of User Content by kol-lab will not violate any third-party rights.

• 4.3. Unauthorized Use. Any unauthorized use of kol-lab Content or User Content may result in immediate termination of your access to the Platform and may also subject you to legal and financial liabilities. kol-lab reserves the right to take legal action, including seeking damages, against any User who violates the intellectual property rights of the Platform or any third party in connection with the use of kol-lab or User Content.

• 5.1. Warranty of User Content. You represent and warrant that any User Content you submit, post, or otherwise provide on the Platform such as text, images, videos, and other multimedia content, does not violate the rights of any third-party. These include intellectual property rights, privacy rights, and publicity rights. You further represent and warrant that you have all necessary rights, permissions, and licenses to use, submit, and share such User Content on the Platform.

• 5.2. Warranty of Compliance. You represent and warrant that your use of kol-lab, including your conduct, actions, and interactions with other Users, shall comply with all applicable laws and regulations related to intellectual property, privacy, data protection, and proper online conduct.

• 5.3. Warranty of Accuracy. You represent and warrant that all information you provide on kol-lab, such as your profile information, project details, and payment information, is accurate, complete, and up to date.

• 5.4. Disclaimer of Platform Content. kol-lab Content is provided for general informational purposes only and does not constitute legal, financial, professional, or other advice or endorsement by kol-lab and Nexus. kol-lab and Nexus do not warrant or represent the accuracy, completeness, reliability, or timeliness of any kol-lab Content, and you agree that you use it at your own risk.

• 5.5. No Other Warranties. Except as expressly provided in this Agreement, kol-lab and Nexus disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. kol-lab and Nexus do not warrant or represent that the Platform will be error-free, uninterrupted, secure, or available at all times. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

• 6.1. kol-lab and Nexus shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, damages for loss of profits, revenue, data, goodwill, in connection with your use of the Platform.

• 6.2. kol-lab and Nexus shall not be liable for any damages or losses resulting from:

  • 6.2.1. Your use or inability to use kol-lab, including but not limited to, any errors or omissions in the content, services, or products provided on or through the Platform;
  • 6.2.2. Any unauthorized access to, or alteration of, your transmissions or data.
  • 6.2.3. Any conduct or content of any User including, but not limited to, any defamatory, offensive, or illegal conduct.
  • 6.2.4. Any content, services, or products obtained from the Platform, including but not limited to, any reliance on the accuracy, completeness, or usefulness of such content, services, or products.
  • 6.2.5. Any interruption, suspension, or termination of the services of the Platform, including but not limited to, loss of data, content, or functionality.

• 6.3. In no event shall the total liability of kol-lab and Nexus for all damages, losses, and causes of action, whether in contract, tort, negligence, strict liability, or otherwise, exceed the amount paid by you to kol-lab for accessing or using the Platform during the twelve (12) months prior to the event giving rise to such liability.

• 7.1. You agree to indemnify, defend, and hold harmless kol-lab and Nexus ("the Indemnified Parties") from all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with:

  • 7.1.1. Your use of the Platform, including but not limited to, any violation of this contract or any other policies or guidelines of kol-lab.
  • 7.1.3. Your User Content, including but not limited to, any infringement of intellectual property rights, privacy rights, or other rights of any third-party.
  • 7.1.3. Any breach of any representation, warranty, or covenant made by you in this contract.
  • 7.1.4. Any acts or omissions, negligent, reckless, or otherwise, by you or any of your agents, employees, or representatives.
  • 7.1.5. Any dispute or transaction between you and any other User of kol-lab.

• 7.2. You agree to cooperate fully with the Indemnified Parties in the defense of any claim that is subject to indemnification under this clause. The Indemnified Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any claim without the prior written consent of the Indemnified Parties.

• 7.3. This indemnification clause shall survive the termination or expiration of this contract and your use of the Platform.

• 8.1. kol-lab may terminate your access to all or any part of the Platform at any time, with or without notice, if it considers that any of your actions are in violation of this contract.

• 9.1. Governing Law. This contract, and any dispute or claim arising out of, or in connection with these Terms of Use, shall be governed by, and interpreted in accordance with the laws of Singapore.

• 9.2. Arbitration. Any dispute, controversy, or claim arising out of, or in connection with these Terms of Use, shall be settled via arbitration in accordance with the UNCITRAL Arbitration Rules in force at the time of commencement of the arbitration. The arbitration shall be conducted by a single arbitrator appointed in accordance with the UNCITRAL Arbitration Rules. The language of the arbitration shall be English. The place of arbitration shall be in Singapore. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of arbitration, including the fees and expenses of the arbitrator, shall be borne equally by the parties, unless otherwise awarded by the arbitrator.

• 9.3. Entire Agreement. This contract is the entire agreement between You and Nexus, with respect to the Platform and its services, and supersedes all prior communications and proposals between You and Nexus.

• 9.4. Amendments. kol-lab reserves the right, in its sole discretion, to modify or change this contract at any time by posting a notice on the Platform, and by sending you a notice to the e-mail address associated with your Account. Your continued use of the Platform following notification of any amendments or changes to this contract constitutes acceptance of those amendments.

• 9.5. Severability. If any provision of this contract is found to be unenforceable or invalid, that provision will be eliminated to the extent necessary so that the rest of the contract will remain in full force and effect. The failure of a User to exercise any right provided for shall not be deemed a waiver of any of its other rights under this contract.