TC | Taproot

Influencer Terms and Conditions

These influencer terms and conditions (the “Terms”), are incorporated into the agreement entered into between Taproot LLP (UEN: T20LL1552J) (“Taproot”) and You through the Influencer Sign Up Form and/or Media Invitation Registration Form(s) (“Forms”).

The Terms and each Forms will form an agreement (“Agreement”) between Taproot and You. The terms and conditions of the Agreement shall apply as between Taproot and You, in respect of the matters described in the Forms to the exclusion of all other terms and conditions (including any terms and conditions that You purports to apply).

Each Media Invitation Registration Form entered into between the Parties constitutes a separate distinct Agreement.

The headings to the Terms are to facilitate reference and shall not affect or influence in any way the construction of any of the Terms.

1. Acceptance of Terms

1.1 Please read these Terms before clicking “Summit” on the Forms. By clicking “Summit” on the Forms (“Acceptance”), You accept and agree to be bound by and comply with the Agreement and these Terms. If You do not accept and agree to be bound by these Terms, please do not click “Summit” on the Forms.

1.2 If You are submitting the Form on behalf of another person or a corporate entity, You represent and warrant that You have the authority to bind such person or entity to these Terms.

1.3 Unless otherwise agreed in writing, all engagement by Taproot and/or its associates, related parties, successors and assigns (collectively referred to as “Taproot”) to any persons (hereinafter referred to as “Content Creator”, “You” or “your”) shall be governed by the Terms and Conditions set herein.

1.4 Taproot may at any time revise these Terms by updating this page and revisions will take immediate effect. Since You are bound by these Terms, You should check these Terms for any revisions each time before Acceptance of the Forms. Your Acceptance of the Forms following the posting of any revisions to these Terms constitutes your acceptance of those revisions.

2. Definitions and Interpretation

2.1 The following words and expressions shall have the following meanings when referred to herein:

2.1.1 "Taproot” means Taproot LLP, a company incorporated under the laws of Singapore (UEN: T20LL1552J);

2.1.2 “You” refers to the person or entity (i.e blogger, influencer, or similar person) who has accepted this Agreement with the interest of or for the purpose of creating Post and/or Sponsored Post, as the context requires; and shall be the party fully responsible for all obligations in connection with the Agreement;

2.1.3 “Content Creator” refers to the person or entity (i.e blogger, influencer, or similar person) who has accepted Agreement for the purpose of creating Post and/or Sponsored Post and has accepted the Campaign Agreement;

2.1.4 “Content Creator List” means list of Content Creator;

2.1.5 “Client” means any person or entity, or its duly authorised agents or representatives, that engages Taproot for Campaign Service;

2.1.6 “Campaign Service” means Taproot’s coordination service with Client and Content Creator for Post and/or Sponsored Post;

2.1.7 “Campaign” means assignment(s) that Taproot offers to Content Creator to create Post or Sponsored Post for Client through Sponsored Products or Payment;

2.1.8 “Campaign Agreement” means a Campaign assignment accepted by Content Creator through the Media Invitation Registration Form with these Terms, which collectively forms an agreement between Taproot and Content Creator;

2.1.9 “Campaign Brief” means the specifications set forth for the Campaign under the Campaign Agreement including but not limited to a description of the services (eg: Post and/or Sponsored Post) and obligations Content Creator will provide to the Clients, Client Content, types of Post and Platform to use, and amounts and types of compensation that Content Creator may be earned, and any other terms and conditions as communicated between Content Creator and Taproot or Client;

2.1.10 “Post” means publication material (including, but not limited to Instagram Post and Instagram Story) on Content Creator’s Instagram and other social media platforms (“Platform”) for Campaign assignment with intention to promote Client’s product or services;

2.1.11 “Sponsored Post” means publication material (i.e. Instagram Post and Instagram Story) on Content Creator’s Instagram and other Platform for paid Campaign assignment with the intention to promote Client’s product or services;

2.1.12 “Posting Period” means the Post and/or Sponsored Post’s post date time period set in the Campaign Brief

2.1.13 “Revision” means any proposed amendment, alteration, or revision of any Sponsored Post submitted by Content Creator through Taproot for Client’s approval;

2.1.14 “Sponsored Product” means Client’s products, food, and/or drinks sent and/or served to Content Creator for Post and/or Sponsored Post;

2.1.15 “Client Content” means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client to Taproot, whether such materials are owned by Client or licensed for use by Client;

2.1.16 "Third Party Material" means any material included in Post and/or Sponsored Post that is owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar;

2.1.17 “Rate” means the Payment Content Creator seeks for creation of the Sponsored Post; and

2.1.18 “Payment” means payment from Taproot to a Content Creator for a Sponsored Post.

2.2 Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. Taproot and You are collectively referred to as the “Parties”.

3. Content Creator Eligibility

3.1 Any person over the age of 18 years may sign up your interests to be a Content Creator (“Sign Up”) though the Influencer Sign Up Form, but in order to be offered by Taproot to participate in any Campaign or earn compensation as a Content Creator, You must meet the following minimum standards:

3.1.1 You must be eligible to use each of the Platform through which you indicate in the Forms (under the relevant Platform's prevailing terms and conditions);

3.1.2 You must have at least 1000 followers with average 200 organic likes/post on any of the Platform through which you indicate in the Forms;

3.1.3 Your profile on each of the Platform must be public (viewable by anyone); and

3.1.4 Your social media’s posts must not contain content that is contrary to these Terms or to the terms of use of the Platform; and

3.1.5 If You are a member of any guild, union or industrial organisation, by Acceptance, You declare that You have not entered into any other agreement, understanding, or arrangement which would or may prevent or limit you from adhering to these Terms, performing your obligations in the Campaign Agreement, or granting the rights and benefits set forth herein, or result in a conflict of interest.

3.2 If you do not meet the minimum standards in Condition 3.1 above, you may not be able to participate in the Campaign. In its sole discretion, Taproot reserves the right to refuse your registration to be a Content Creator. Any decision of Taproot is final and no correspondence will be entered into.

3.3 You must ensure that all information You provided during Sign Up are current, correct and complete. Taproot retains the right and absolute discretion to suspend, terminate, limit, or remove You from the Content Creator List if Taproot believes that You have provided misleading information or made any misrepresentations to Taproot in connection with the Forms and Taproot reserves the rights to recover damages or other compensation from You in such circumstances.

3.4 You must not misrepresent the size of your numbers of followers or level of engagement and you must have obtained your followers organically and not through unethical or unsportsmanlike behaviour including but not limited to purchasing or fabricating followers, likes or engagement. In the event that Taproot suspects, in its sole discretion, that Content Creator are not complying with the requirement for followers to be authentic and organically grown, Taproot reserves the right to withhold any Payment to Content Creator and/or to remove Content Creator from any Campaign.

4. Independent Contractor Relationship

4.1 The relationship created by this Agreement is that of an independent contractor and neither Taproot Influencer nor Taproot are joint venturers, partners, employees or agents of each other. Neither party shall bind the other to any agreement without the express written consent of the other.

5. Campaign Agreement

5.1 Once Taproot offers Content Creator a campaign through the Media Invitation Registration Form, and Content Creator accepts it, Content Creator is bound by the terms and conditions of the Campaign Agreement and Campaign Brief. Content Creator represents and warrants that Content Creator understands and will comply to the specifications set forth in the Campaign Agreement and Campaign Brief.

5.2 Content Creator hereby acknowledges that Taproot reserves the right to make reasonable amendments to the terms of a Campaign Agreement after acceptance by Content Creator.

5.3 Content Creator understands that the Campaign Brief may change and Content Creator are to provide updated availability and/or Rate as required. Content Creator understands that the Rate for the Campaign is agreed upon the Campaign Agreement or before the commencement of the job and cannot be negotiated in any terms.

5.4 Taproot does not make any representations or warranties of any kind in respect of a Client or a Campaign Agreement. Content Creator understands that Content Creator is performing services for the Client, and not Taproot, and that Taproot is not a party to and will be in no way responsible for the performance of either Content Creator or the Client under any Campaign Agreement, except for pairing of Campaign through the Campaign Service and facilitating the transmission of payment from the Client to Content Creator for Sponsored Post in accordance with these Terms.

6. Posting Conduct

6.1 Content Creator agrees to act in good faith with respect to Content Creator’s obligations to post the Post according to the specifications set forth in the Campaign Brief and to post the Post during the Posting Period. If Content Creator attended the food tasting session and/or received the Sponsored Product but did not proceed with posting the Post, or the Content Creator posted the Post before or after the Posting Period, Taproot retains the right and absolute discretion to suspend, terminate, limit, or remove Content Creator from Content Creator List and any Campaign;

6.2 Content Creator warrants that any post, Post, and Sponsored Post you make on any Platform will not contain any content that contains any solicitation of personal data, misstatements of law, falsehood, profanity, obscenity, or is unlawful, obscene, defamatory, libellous, threatening, pornographic, bullying, harassing, hateful, ethnically or racially offensive, or encourages conduct that would be considered a criminal offense, violate any law, give rise to civil liability, or is otherwise inappropriate;

6.3 Content Creator warrants, in respect of each Post and Sponsored Post published that:

6.3.1 Content Creator is aged 18 years or over, and if your Post and Sponsored features children aged 16 or younger, that you are the parent or legal guardian of those children;

6.3.2 Content Creator has consent of any third party before sharing their personal information in your Post and Sponsored Post. This includes any information that may make it possible for someone to reasonably identify another person.

6.3.3 Any and all opinions, views, and statements in the relevant Post and Sponsored Post regarding Content Creator’s interaction with Client and use and experience of Client’s Sponsored Product are genuinely held by Content Creator, and are true and correct and representative of Content Creator’s opinion regardless of whether Content Creator is paid for such content or not;

6.3.4 The Post and Sponsored Post do not contain any misrepresentation or suggestion that Content Creator or any entity has the approval or sponsorship of any other entity which Content Creator or any other entity does not have; and

6.3.5 The Post and Sponsored Post do not contain any representations or material which Content Creator know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.

6.3.6 The Sponsored Post published must be exactly as approved by Taproot or the Client and Content Creator must not edit any approved Sponsored Post before or after it has been published other than in accordance with these Terms, or unless Taproot or the Client expressly agrees otherwise;

6.4 Content Creator will not for a period of five (5) hours after a Sponsored Post is published, post, share, re-tweet or re-gram any other posts or content to that Platform where the effect of publishing such additional posts or content would detracts from, dilutes the effect of, or reduce the prominence of the Sponsored Post;

6.5 While it may not be possible for Content Creator to respond to every comment in the Sponsored Post, Content Creator must reasonably engage and respond to the Sponsored Post’s comments or queries on Client’s Sponsored Product;

6.6 Content Creators agrees that Post and Sponsored Post must remain publicly accessible in Content Creator’s Platform as specified in the Campaign Agreement for a minimum of six (06) months;

6.7 Content Creator will ensure to post the Sponsored Post during the Posting Period and Content Creator understands if this is not met, Taproot may withhold any Payment.

6.8 Client is solely responsible for reviewing and approving all Sponsored Post for any Campaign. Content Creator will submit all Sponsored Post’s drafts to Client through Taproot in a timely manner and according to the Campaign Brief’s requirements. All Revisions should be submitted to Taproot within two (02) days. Content Creator must notify Taproot 48 hours prior to the submission date if Content Creator requires an extension for the draft delivery and/or Revision;

6.9 Content Creator acknowledges that Taproot has not made any guarantees that a Sponsored Post will be approved by Client. If Client has any complaints about Content Creator’s performance, or in the event of an unresolved dispute between Client and a Content Creator where the Content Creator is unwilling to change a deliberate false review, an abusive content, and/or a content that includes other brands, Taproot reserves the rights to withhold any Payment to Content Creator, remove Content Creator from the Content Creator List and any Campaign, and demands Content Creator a 30% cancellation charge based on the Rate;

6.10 Content Creator acknowledges and agrees that Taproot and Client has the right at any time to moderate any Sponsored Post after publication to a Platform and that Content Creator will immediately make any reasonable modification or amendment requested by Taproot or Client to the Sponsored Post, subject to compliance with these Terms.

6.11 Content Creator acknowledges and agrees that if Content Creator post an incorrect Post and/or Sponsored Post, the Taproot or Client may request Content Creator to amend the Post and/or Sponsored Post and that Content Creator will immediately comply with such a request;

6.12 Content Creator acknowledges and agrees that the Taproot and Client has the right at any time to request Content Creator to remove any Sponsored Post from Content Creator’s Platform and that Content Creator will comply with such a request immediately upon receipt of notification. Content Creator acknowledges and agrees that any necessary public relations announcements regarding the removal or modification of a Post and/or Sponsored Post, as the case may be, will be agreed by Taproot and Client before publication;

6.13 Content Creator warrants that Content Creator will not post anything on Platform or on any other media and communication platforms to disparage either Taproot, any Client, and/or Client’s products or services;

7. Compliance to Advertising Standards Authority of Singapore (ASAS)

7.1 Taproot and our Client believe in following industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client and Taproot in accordance with the Advertising Standards Authority of Singapore (ASAS) Guidelines for Interactive Marketing Communication & Social Media (“Guildlines”) so that it is clear to the ordinary consumer viewing your Instagram and Platform that there is a commercial relationship between Content Creator and Client. As such, we require Content Creator to adhere to the Guidelines and Terms when posting content about Client or Client’s products or services.

7.2 This means Content Creator is required to include the required hashtags in Campaign Agreement or other indication of the relationship between Content Creator, Taproot, and Client in the Post. The disclosure requirements for each Campaign will be set forth in the Campaign Agreement and additional materials provided on the Campaign. Content Creator hereby agree to comply with these disclosure requirements and acknowledge that Content Creator will be solely responsible for any failure to comply with the disclosure requirements. If Content Creator does not agree to the disclosure, Taproot will remove Content Creator from the Content Creator List.

8. Intellectual Property Rights

8.1 You warrant, in respect of each Post and Sponsored Post that:

8.1.1 You own the Intellectual Property Rights in the relevant Post and Sponsored Post and have all necessary rights to license the Post and Sponsored Post to Taproot and Client or any other third party, in the manner set out in these Terms;

8.1.2 The Post and Sponsored Post is original and does not contain materials that have been previously broadcast, streamed, published, posted onto Instagram and any Platform, or otherwise communicated to the public by Content Creator in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party; and

8.1.3 If the Post and/or Sponsored Post contain any Third Party Material (including but not limited to music or personality/talent rights, any associated licence terms or use limitations, images or references to third parties or third party property), You have got written consent from the third party (or third party property owner) that such images, property or references may be included in the Post and/or Sponsored Post and used by Taproot, the Client or any other third party in accordance with these Terms without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting Taproot and the Client; and the use of the Post and/or Sponsored Post and the exercise of the Intellectual Property Rights in the relevant Post and/or Sponsored Post by Taproot and Client will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation;

8.2 No license or other right of any kind is granted by Taproot or Client to Content Creator, except as expressly provided in these Terms. Content Creator shall not use Taproot’s or Client’s copyrights, trademarks, trade names, or other intellectual property, or Client Content, in any way except to the limited extent as may be expressly agreed in the Campaign Agreement.

8.3 Content Creator grant in respect of each Post and Sponsored Post:

8.3.1 A licence for Taproot and Client to edit and re-format the Post and Sponsored Post for use by Taproot for the purpose of performing obligations under or in connection with the Campaign Service to our clients;

8.3.2 A royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, sub-licensable licence for Taproot to use and repurpose the Post and Sponsored Post for the purpose of promoting Taproot (and its products and services) in any manner and sales pitches to potential Client without further notification to or consent of you or any further compensation payable to you;

8.3.3 The right for Taproot to use Content Creator’s identity (i.e. Instagram and social media profile), Content Creator’s Instagram and Platform engagement statistics, Post and Sponsored Post in any manner, in whole or in part, and Post and Sponsored Post’s performances to present or send to our potential Client and the public in all languages, in all media, in all advertising;

8.3.4 The right for Client to organically share, comment upon and organically re-post the Post and Sponsored Post in Instagram and the Platform upon which the Post or Sponsored Post was published; and

8.3.5 The right for Client to use Content Creator’s identity (i.e. Instagram and social media profile), and to communicate the Post and Sponsored Post in any manner, in whole or in part, to the public in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

8.4 Content Creator consent to the Client and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Sponsored Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Sponsored Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Sponsored Post.

8.5 Content Creator agrees that Content Creator will not hold Taproot or Client, responsible for any liability resulting from their use of Influencer Post and/or Sponsored Post in accordance with the terms hereof. Taproot and Client shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of Taproot and Client hereunder shall not exceed the fees payable to Content Creator under the Media Invitation Registration Form.

9. Payment

9.1 Before receiving any Payments, Content Creator will be asked to provide financial details including Content Creator’s nominated bank account or other payment gateway account details, and any further required details. Content Creator is responsible for the accuracy of Content Creator’s nominated bank account or other details.

9.2 After an approved Sponsored Post is published, Content Creator will be entitled to the Payment, subject to Content Creator’s compliance with these Terms. If Content Creator does not comply, Content Creator will not be paid.

9.3 The Sponsored Post’s engagement rate will be captured after fourteen (14) days from the date of publication of the Sponsored Post, should the Sponsored Post’s engagement rate deviates significantly from Content Creator’s usual posts, Payment could reduce, or be forfeited.

9.4 Client is solely responsible for reviewing and approving all Sponsored Post and for the payment of the applicable Payment to Content Creator. Content Creator acknowledges and agrees that Client, not Taproot, will be solely liable for Payment of the applicable Sponsored Post Payment. Taproot merely facilitates such Payment on behalf of Client and, while Taproot remits payment to the Content Creator directly to the account details provided by Content Creator, under no circumstances does Taproot accept liability for Payment of the Sponsored Post.

9.5 Taproot will pay the Payment into Content Creator’s nominated bank account or payment gateway account (as supplied by Content Creator via the Media Invitation Registration Form) on behalf of the Client after payment has been received from the Client. Content Creator agrees that Content Creator will not pursue any actions, legal or otherwise, against Taproot for any non-payment, and that this provision constitutes a bar to any such proceedings.

9.6 Content Creator shall bear any costs associated with accessing the Forms and transportation to Client’s premise to receive the Sponsored Product. No payments other than the Payment amount in the Media Invitation Registration Form accepted by Content Creator are payable in respect of each approved Sponsored Post.

10. Confidentiality

10.1 Taproot may share with Content Creator Confidential Information solely as is necessary to enable Content Creator to perform the Campaign Agreement. The term “Confidential Information” as used herein shall mean all non-public information (whether written, oral or in another medium) of Taproot and/or Client(s) to which Content Creator comes into possession this includes but not limited to the terms and conditions of the Campaign Agreement.

10.2 Content Creator agrees to keep confidential all Confidential Information of Taproot and Client and will not use for any other purposes other than in connection with the Campaign Agreement with Taproot, except to the extent required by law.

10.3 Content Creator shall use at least the same degree of care in protecting Confidential Information as Content Creator uses in protecting Content Creator’s own confidential information, but not less than reasonable care.

10.4 Content Creator acknowledges that irreparable harm would be caused to Taproot and/or Client that is not capable of being compensated with money damages if Confidential Information were used or disclosed in violation of this Agreement and in such event and in addition to any other right or remedy available, Taproot and/or Client shall have the right to equitable relief without the need to secure bonding. This section shall survive the termination or expiration of this Agreement for any reason.

11. Disclaimer and Limitation of Liability

11.1 Taproot will not be responsible or liable in any way for late delivery or non-arrival of any Sponsored Product, and Content Creator is responsible for ensuring your address for delivery is accurate. Taproot reserves the rights to remove Content Creator from any Campaign if incorrect address is given resulting in Client’s Sponsored Product lost.

11.2 Forms may contain links to other sites not maintained by Taproot (“Third Party Sites”). Taproot is not responsible for the content of any Third Party Sites, whether or not Taproot is affiliated with the Third Party Sites. Taproot does not in any way endorse any Third Party Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Third Party Sites. To the extent that these Third Party Sites collect personal information or contributions from you, Taproot shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Third Party Sites are for your convenience only and you agree to access them at your own risk.

11.3 Content Creator agrees to indemnify, and must defend and hold harmless, Taproot and its respective companies, affiliates and subsidiaries and their respective partners, officers, directors/managers, shareholders, agents, representatives, service providers, employees and affiliates from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of Content Creator’s direct activities on the Campaign):

11.3.1 Content Creator’s Post and/ Sponsored Post;

11.3.2 Content Creator’s breach or alleged breach of these Terms (including any warranties given under them) or the Campaign Agreement;

11.3.3 Content Creator’s claim against Client for any reason;

11.3.4 Client’s claims against Content Creator for any reason;

11.3.5 Any claim by any third party (including any other Brand or Creator) arising directly or indirectly from Content Creator’s breach of any of the provisions of these Terms;

11.3.6 Any claim or allegation that Content Creator’s Post and/or Sponsored Post infringes a third party’s rights, including Intellectual Property Rights;

11.3.7 Content Creator’s negligence, willful misconduct, and/or violation of any applicable Laws; and

11.3.8 Any misrepresentation made by Content Creator.

11.4 The Indemnifying party shall control the defense of the Claim with counsel of its choosing and approved by the indemnified party, such approval not to be unreasonably withheld, delayed or conditioned. The indemnified party may participate in the defense at its own cost with its own counsel. The indemnified party shall cooperate with the indemnifying party in providing documents, information, materials, and reasonable assistance, all at the indemnifying party’s cost. The indemnifying party shall not settle any Claim without the written consent of the indemnified party, such consent not to be unreasonably withheld, delayed or conditioned, unless the indemnified party is completely released from the Claim and, if applicable, fully and without prejudice removed from the case underlying the Claim.

11.5 Client engaging Content Creator through Taproot are independent organisations and not contractors, agents or employees of Taproot. Taproot is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Client or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom the Campaign and Campaign Agreement, and takes no responsibility whatsoever related to any Campaign or Campaign Agreement. Content Creator hereby agrees, for Content Creator and Content Creator’s heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, Taproot and its respective agents, employees, officers, directors, partners, successors and assigns, from and/or in relation to any and all liability, loss, harm, damage, injury, death, cost or expense whatsoever which Content Creator, and Content Creator’s heirs, executors, administrators, and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Campaign.

11.6 Content Creator agrees that Content Creator must not at any time claim or assert that any portrayal, representation, impersonation or depiction of Content Creator in the Post and/or Sponsored Post constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by Client, Taproot, or any respective successors or licensees. Content Creator hereby release the Client, Taproot, and any respective agents, employees, successors and licensees, from any and all claims by Content Creator or under Content Creator’s authority arising out of or in connection with any portrayal, representation, impersonation or depiction of Content Creator under these Terms.

11.7 Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, to the extent that the foregoing limitation does not apply, in no event will the total aggregate liability of Taproot in connection with the Agreement, Campaign, Campaign Agreement, Forms or under these Terms, exceed two hundred dollars (SGD $200) and the existence of one or more claims under these Terms will not increase the maximum liability amount.

11.8 Without limiting the foregoing, in no event shall Taproot or any of its directors, partners, associated entities, successors in title, licensees or assigns or employees or agents be liable for any direct, indirect, special, incidental, consequential (including but not limited to loss of profits, loss of business revenue or loss of goodwill), punitive or exemplary damages, arising out of, or in connection with, the Agreement, Campaign Agreement, Campaign, these Terms, or any Post, Sponsored Post, or Content. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if Taproot or any other party has been advised of the possibility of such damages. The foregoing limitation of liability includes, without limitation, any damages caused by or resulting from You relying on any information obtained from Taproot, or that results from mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation, or any failure of performance, whether or not resulting from acts of God, communication failures, theft or destruction or unauthorised access to Taproot’s records.

11.9 For any reason beyond the reasonable control of Taproot, including but not limited to war, terrorism, state of emergency or disaster (including natural disaster), pandemic, infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Taproot’s Campaign Service, or if any Platform alters its terms of service, access or permission in such a way that affects the Taproot’s Campaign Service, Taproot reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Campaign.

11.10 The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. Content Creators agrees that any cause of action arising out of or related to these Terms, Agreement, Campaign and Campaign Agreement must commence within one (01) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

12. Termination

12.1 If Taproot believes that You have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise Taproot and/or the Client, Taproot retains the right and absolute discretion to suspend, terminate, limit, or remove You from Sign Up and Content Creator List and terminate Content Creator’s access to Campaign immediate at Taproot’s sole discretion, at any time, and without notice to You. Taproot reserves the rights to recover damages or other compensation from You in such circumstances.

12.2 The Terms shall commence on the Effective Date, continue in full force and effect for the Agreement and Campaign Agreement, and shall survive upon any termination, discontinuation or cancellation of the Sign Up and Campaign Agreement.

12.3 You may cancel your Sign Up by sending an email to us at contact@taproot.page; and we will process it within ten (10) business days.

13. Non-Solicitation

13.1 For a period of three (03) months upon accepting the Campaign assignment, Content Creator agrees not to liaise with the Client, PR agencies, production company, or any other agency involved in this Campaign directly without consulting Taproot. If Client contacts you in these three (03) months period, you are under obligation to refer the Client to Taproot.

13.2 Without limiting any other rights or remedies available to Taproot, any attempt to circumvent the Taproot ‘s Campaign Service may result in removal from the Taproot’s Content Creator List at Taproot’s sole discretion.

14. General

14.1 The Agreement may not be assigned, transferred, shared or divided in whole or in part by Content Creator without Taproot’s prior written consent.

14.2 This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the Parties, whether written or oral.

14.3 If any term or part of any term these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining terms of these Terms shall not be affected or impaired thereby which will continue in full force and effect.

14.4 This Agreement is governed by and construed in accordance with the laws of Singapore, without regard to its conflicts of law rules without regard to its conflict of laws principles.

14.5 Should Taproot not exercise or enforce any rights conferred upon it by these Terms, it shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. The waiver by Taproot of a breach of any provision of these Terms by You shall not operate or be construed as a waiver of any other or subsequent breach by You.