Terms of Use

These terms and conditions shall govern your use of Apex website, platform and our services
By using, or submitting, any material to Apex, you accept these terms and conditions in full. You must not use our services if you disagree with any part of these terms and conditions
Your engagement with Apex is conditional upon your acceptance of these terms of use. Each time you use Apex services, you agree to be bound by our terms of use.
Apex reserves the right to change our terms of use and services at any time, and any revisions will be updated to this page. Following any revisions, your continued use of Apex constitutes your acceptance of those revisions.
In the event we suspect Apex or brand partners are not complying with the requirements of our terms of use, we reserve the right to
1. cancel influencers from paid campaigns, and pursue said influencer for any and all compensation.
2. Cancel paid campaigns and pursue said brand partner for any and all compensation

INTRODUCTION

In these terms of use, brands and influencers are collectively and individually referred to as “users” or “you” or “customer” as the context requires. Terms such as “us”, “our” or “we” represent Apex.
Apex works with brands and influencers to create marketing and content campaigns in the following ways:
1. For Influencer marketing campaigns, a brand approves a sponsored post created by the influencer, and the sponsored post is published via their social media channels
2. For content campaigns, brand approves sponsored content created by the influencer, and acquires the rights to use that content in accordance with a rights license.
Brands are solely responsible for reviewing and approving their Apex campaigns
Brands are responsible for the payment of Apex campaign fees. Any costs associated with accessing and using our services remains your responsibility.
No content constitutes a representation of, or by, Apex, nor do we accept any liability for the legality, validity, accuracy or suitability of any campaign delivered by influencers or brands via our services.
If you have any questions or concerns about campaigns, including your rights to reproduce content, you must make enquiries to Apex directly, or if advised by us, by contacting the relevant influencer or brand partner.
You agree that Apex is not responsible for, and does not endorse, any campaign delivered in relation to our services, nor do we have any obligation to pre-moderate, monitor, edit or remove any sponsored content from influencer channels.
Brands’ agree that we are not responsible for the conduct or behaviour of any influencer during the dealings of our services
If your campaigns violate these terms of use, you bear legal responsibility.
Influencers and brands agree not to:
1. Negotiate terms or payments with each other outside of Apex;
2. Not within 6 months of an Apex campaign, negotiate terms or payments for a new campaign outside of Apex. If so, we reserve the right to charge a fee and seek compensation for breeching these terms of use;
3. Decompile, reverse engineer, disassemble, convert or authorise any third party to decompile, reverse engineer, disassemble or otherwise convert any element of our services or 3rd party technology partner of Apex;
4. Resell, rent, lease, lend, transfer, distribute or republish any element of our platform, website, services or commercial material to any third party;
5. Use any data mining, robots or similar data gather or extraction methods;
6. Engage in crawling, scraping, caching or otherwise accessing any content via our website, platforms or services;
7. Defeat, disable or circumvent any security feature within our website, platform or services;
8. Register, subscribe or unsubscribe any party to any product or service if you are not expressly authorised by such party to do so; or
9. Without specific written approval from us, sell, license, lease or in any way seek to commercialise any component of our service or platform.
Nothing in these terms of use is intended nor does it create a partnership, agency, employment or fiduciary relationship between Apex and any user
Subject to your compliance with these Terms of use, you are granted a limited, non-exclusive, revocable and non-transferable license to access and use our services in the manner anticipated in these terms of use.
Our website or sales colleterial may contain links to other sites not maintained by us (“linked sites”), and therefore we are not responsible for the content of any linked sites.
1. Linked sites are not under our control, and we provide access to linked sites merely as convenience to users of our services.
2. The inclusion of a link to any linked site does not imply any affiliation with, or endorsement by, Apex.
3. We make no claim or representation regarding, and accept no responsibility, directly or indirectly, for the quality, nature or reliability of linked sites.
Apex utilises social media networks in our service offering and by using our services you consent and agree to be bound to the particular terms and conditions of use of the social media platform.
You consent to Apex accessing information you have shared with social media platforms, and give us permission to contact you via information you have shared, in accordance with the permissions you have granted via the social media platform.
Apex is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
You agree to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred in respect of your use of our services.
Any questions, comments or complaints about our services must be directed to us and not to any media, social media platforms or 3rd We contracts on our own behalf and also on behalf of the social media platforms, and where acts or omissions cause loss or damage to such social media platforms, or Apex, we will take action to recover on losses or damages.

FOR INFLUENCERS

For influencer marketing campaigns, once a post has been approved by a brand, you are required to publish the post to the intended social media channel in the manner required, as outlined in campaign booking forms.
1. Once a sponsored post has been approved by the client, you must not edit it prior to post it to your social media channel.
2. You are solely responsible for the publication of posts to your social media channels
For content only campaigns, you agree not to share the paid content to your social media channels or elsewhere.
You will be asked to provide financial details including your nominated bank account, whether or not you are registered for GST, your ABN, and any further required details.
1. It is your responsibility to notify us in the event that you are registered for, and liable, to pay GST.
2. Keep us notified of any changes to GST details.
3. You are responsible for the accuracy of your nominated bank account.
After you complete the deliverables of each campaign you will be entitled to be paid for your services, subject to your compliance with these terms of use. If you do not comply, you will not be paid.
We will pay you for your services into your nominated bank account on behalf of the brand by electronic funds transfer approximately 7 working days after payment has been received from our campaign brand partner. No payments other than the agreed campaign post fee or paid content (plus GST if applicable) are payable. We will issue you with a tax invoice.
The relevant campaign brand partner is solely liable for payment of the applicable fees for influencer campaigns or content only campaigns that you have been engaged to deliver. Apex merely facilitates these payments on behalf of our brand partners, and while we may remit payment to the influencer, we do not accept liability for payment of the post fee or paid content fee. You will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such proceedings.

TERMS FOR PARTICIPATING IN A CAMPAIGN

Sponsored posts and paid content must adhere to the requires contained in these terms of use, and any additional requirements that are;
1. Imposed in campaign creative briefs,
2. Part of campaign deliverables,
3. Advised to influencers and content creators at the time of submitting social media posts or paid content campaigns for approval.
Sponsored posts or paid content that do not comply with the approved guidelines may not be accepted or approved.
Influencers must disclose in sponsored posts their relationship with the brand. You are required to make such disclosures in such a way so that it is clear to the ordinary consumer viewing your channels that there is a commercial relationship between you and the brand. This may be achieved through the use of hashtags such as #brand or @brand, or through other means suitable to your particular circumstances, social media community or social media channels.
We reserve the right, but are no obliged, to review and monitor the disclosure practices of influencers in relation to Apex campaigns.
Influencers must;
1. Not misrepresent the size of their audience or their numbers of followers.
2. Not misrepresent levels of engagement/interaction on their content published to their social media channels.
3. Obtain followers organically and not through unethical behaviour, such as, by buying ‘likes’.
With respect to each sponsored post or content campaign you submit for approval or publish on social media, you warrant that;
1. You are aged over 16 years or over 13 years and have your parent or legal guardian’s consent;
2. For influencers over 16 years of age, if your post or paid content features children aged 16 or younger, that you are the parent or legal guardian of those children;
3. For influencers aged between 13 years to 16 years, that you have your parent or legal guardian’s consent and that your post or paid content does not feature other children aged 16 or younger;
4. You own the intellectual property rights in to the sponsored post and have the right, as applicable, to license the post to Apex and the brand in the manner set out in these terms of use, or to sell the paid content to us for use by Apex, the brand or any third party in the manner set out in these terms of use;
5. The sponsored post or paid content does not violate the privacy rights, contract rights or other rights (including intellectual property rights) of any person, corporation or entity;
6. The sponsored post or paid content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
7. Any and all opinions and views expressed in the sponsored post or paid content are genuinely held by you;
8. All statements in the sponsored post or paid content regarding your use and experience of the brand or the brand’s products or services are true and correct;
9. The sponsored post or paid content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
10. The sponsored post or paid content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
11. If the sponsored Post or Paid Content includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to us and the Brand;
12. If you are a member of any guild, union or industrial organisation, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;
13. If the relevant Post or Paid Content contains images or references to third parties or third party property, including music, that the third party (or third party property owner) has been informed and agrees in writing that such images, property or references may be included in the Post or Paid Content without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting us, the Brand or any other third party in any media and in perpetuity and you do not need to obtain any licenses from any third party or pay royalties to any third party with respect to the Post or Paid Content; and
  1. the use of the Post or Paid Content and the exercise of the Intellectual Property Rights in the relevant Post or Paid Content by the Brand and Apex 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
14. The Brand and Apex has the right to moderate any post after publication and that you will immediately make any reasonable modification or amendment requested by us or the relevant Brand to the post, subject to compliance with these Terms of Use. You also acknowledge and agree that if you publish an incorrect post, the Brand or Apex may request that you post the correct approved post and that you will immediately comply with such a request.
15. The Brand and Apex has the right to request that you remove any approved post from your channels and that you will comply with such a request immediately upon receipt of notification, or otherwise be subject to partial or no payment of your fees.
16. That any public relations announcements regarding campaigns will be agreed by Apex and the relevant Influencer and Brand before publication.

GENERAL CAMPAIGN TERMS

We reserve the right to reject campaigns, brand partners or influencers who do not comply with our Terms of Use.
Every campaign will have a fee and you must not negotiate terms of payment outside our service. Any attempt to circumvent Apex by negotiating anything outside of the approved insertion order, media schedule, booking form, Content Licence or Rights Licence will result in brands, agencies and influencers being removed from our service and Apex seeking appropriate compensation.
Brands and agencies will not deny payment to Apex for campaign services.
We will make reasonable efforts to pay influencers and content creators within seven days of receiving payments of the fees from Brand partners, unless the influencer has breached the Terms of Use.
Apex is not responsible for identifying any breach of these Terms of Use of an influencer.
Apex is not responsible for any aspect of the Brands’ content to be reviewed, shared, sponsored, modified, adjusted, or advertised by influencers. We are not responsible or liable for the content of any post, nor are we responsible for the performance of any content, post or campaign.
Your right to use a sponsored post or content only post is strictly limited in accordance with the Apex Terms of Use. For any avoidance of doubt, you must not;
1. Use a sponsored post or content only post other than in accordance as outlined in the agreed insertion order, campaign order, work order, Rights Licence or Content Licence
If you wish to use a sponsored post or content only post other than in accordance set out in the approved insertion order, media schedule, work order or relevant Rights or Content Licence, you must contact Apex directly at the contact details set out in these Terms of Use. Additional fees may apply.
If the Brand fails to pay campaign fees or relevant campaign licence fees in accordance with these Terms of Use or as otherwise agreed by Apex in writing, we reserve the right to terminate the campaign and license agreements, and you must immediately cease use of the applicable paid campaign content.
Brands, agencies and influencers also warrant that;
1. You own the intellectual property rights or the product or the service you are engaging Apex to promote;
2. You have the right to licence the content to Apex and campaign influencers in the manner set out in these Terms of Use;
3. You will not misrepresent or suggest that the brand or any entity has the approval or sponsored of any other entity which the brand or entity does not have;
4. Any content, instructions or other that is submitted to Apex does not contain any representations or material which you know or which you suspect, or ought to reasonably known or suspected, to be false, misleading or deceptive
5. where sponsored posts or content only posts include third party material, you will comply with any use limitations notified to you in respect of the third party material, and will obtain the licences required for your intended use of the content prior to use, including obtaining any licences required with respect to third party material.
Influencers are independent third parties and are not controlled by Apex. As a consequence, published sponsored posts or content may risk negative or unflattering comments about Brand’s content, products or services. This is out of our control, and the Brand is solely responsible (and assumes all liability and risk) for determining whether such content or sponsored post is accepted and appropriate to the Brand.
Upon notice from Apex, or if the Brand learns that any content is subject to actual or threatened claim of infringement, violation or another right, or any other claim, the Brand and relevant influencer or content creator is required to immediately remove such content from its social media channels, or any other channel, as well as removal from its computer systems, storage systems and to all extents possible, cease the use of said content.
We don’t make any warranties to the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
Once insertion orders are signed by Advertising partners, you are liable for the campaign fees.
After an insertion order is signed, in the event an Advertiser requests to cancel a campaign, a cancellation penalty fee determined by Apex will be levied.
Advertisers accept that Apex is bound to the contracts of influencers and their agents. If an Advertiser wishes to cancel a campaign, to the best of its ability Apex will endeavour to renegotiate cancellation terms with our campaign partners, though there is no guarantee cancellation can be provided, and can only be examined on a case by case basis.

ACKNOWLEDGEMENTS

51. Brands, agencies, influencers and their agents acknowledge that;

1. Apex or influencers are required to purchase any of the Brand’s products or services;
2. A brand may arrange to send an influencer a sample product. Influencers may request a Brand to send a sample product, though the brand is not obligated to do so;
3. Apex is not responsible or liable for late delivery or non-arrival of any products sent by us or a Brand to an influencer;
4. Addresses provided by influencers through our services are not verified by Apex;
5. All product reviews must reflect influencers’ genuinely held beliefs;
6. If you, or Apex, sends a product to an influencer to use and review, there is no guarantee that the influencer will send back the product once it has been used;
7. Nothing in these Terms of Use grants a Brand any ownership rights in the intellectual property rights of the Brand;
8. Under this agreement, nothing in these Terms of Use requires the Brand to make use of any of the rights grants in licences

INFLUENCER MARKETING CAMPAIGNS – RIGHTS IN POSTS

All rights, title and interest in all Intellectual Property Rights in sponsored posts will remain or be vested in the influencer. Nothing in these terms of use will be taken to constitute a transfer, assignment or grant of any ownership rights in the sponsored post to any other party, including Apex, unless otherwise agreed to in writing.
In return for payment of each sponsored post, the influencer agrees to grant;
1. To Apex (and its agents) the right to edit, re-format, change the post into formats or versions for our use;
2. A royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the post for the purpose of marketing and promoting Apex (and its products and services) in any manner, without further notification to or consent of the Influencer or any further compensation payable to the Influencer;
3. the right to use the Influencer’s Identity and campaign performances of the sponsored post in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of Apex and internal communications of Apex); in all social media (including but not limited to the social media channels of Apex); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
In return for payment of each sponsored post, the influencer agrees to grant to the relevant campaign brand partner;
1. the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of thirty days expiring at 11:59pm on the thirtieth day after the sponsored post was first published; and
2. the right to use the Influencer’s Identity and performances in the sponsored post and to communicate the post to the public in whatever way they wish
Brand campaign partners are not required to remove from its social media or marketing channels any sponsored post or any comment, share or re-post of a sponsored post
Influencers give consent and authority to Apex and its brand partners, successors, licensees, permission to changing 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, you grant a waiver of all moral rights and performer’s rights in each sponsored post.

CONTENT ONLY CAMPAIGNS – RIGHTS IN PAID CONTENT

Content only campaigns allow influencers to sell their created content without the need to post the content to their social media channels
Upon accepted payment to you of the paid content fee, you agree that all right, title and interest in all Intellectual Property Rights in paid content is assigned to Apex on the terms and conditions stated in the booking form. Upon payment of the Paid content fee, paid content becomes the property of Apex, pursuant to the content rights term document.
Upon accepted payment of the paid content fee, you agree that the paid content and all Intellectual Property Rights subsisting in paid content irrevocably becomes the property of Apex. This assignment is absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the paid content to any other person or entity (including a Brand), licensing the paid content to any other person or entity (including a Brand), the making of any modifications, enhancements, adaptations or versions of the paid content, creating derivative works, and including any releases of the paid content in any medium. You must, upon request by Apex, execute all documents and perform all acts necessary to vest all intellectual property rights in the paid content in Apex.
You agree not to share paid content to your social media channels, or publish in any other way under any circumstances, including re-posting or commenting upon the content after it has been posted or shared by Apex or a Brand.
By submitting paid content to Apex, Influencers grant to us and our successors, licencees and assigns, to the maximum extent permitted by law, an unconditional and irrevocable waiver of all moral rights in the paid content, and absolute consent to us and our successors, licencees and assigns, to use, deal, reproduce, publish, transmit, edit, change or relocate the paid content, whether in whole or in part, and whether alone or in combination with any other materials, including where such acts involve an infringement of any moral rights subsisting in the paid content. For the purposes of this Agreement, Moral Rights means moral rights within the meaning of Part IX of the Copyright Act 1968 (Cth), and any analogous rights arising under statute or otherwise, anywhere in the world, and whether now in existence or arising in the future.

INFLUENCER RELATIONSHIPS TO APEX AND OUR BRAND PARTNERS

You must perform your obligations and provide sponsored posts or paid content to Apex and the Brand, as outlined in agreed creative briefs and booking forms.
You are not an employee of Apex or our Brand partners, and we will not be obliged to pay you, or recover from you any amount, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any other payments or deductions.
You must not claim, imply or assert that any portrayal, representation, impersonation or depiction of you in the Posts 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 the Brand, Apex or any their respective successors or licensees. You hereby release the Brand, Apex and their respective agents, employees, successors and licensees, from any claims by you or under your authority arising out of, or in connection with any portrayal, representation, impersonation or depiction of you under these Terms of Use.
Apex does not make any guarantees that your sponsored post will be successful, or that any sponsored post or any content created for content campaigns will be approved by us or the Brand partner.

INFLUENCER RESTRAINTS

As an influencer, you agree not to:
1. Once the Brand has given its approval to your post, delay posting it to your assigned social media channels;
2. You must publish the approved sponsored post on the agreed date and time;
3. Reduce the prominence of the sponsored post by posting, sharing, re-tweeting or “re-gramming” any other posts or content to your social media channel for a period no less than six hours;
4. Edit an approved post before or after it has been published, other than in accordance with these terms of use;
5. Parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
6. Ever create any social media posts or content or material on a social media channel that detracts from, dilutes the effect of, or undermines a post or the Brand or its products or services;
7. Grant any further rights in a sponsored post to a Brand without the written permission of Apex;
8. Accept or attempt to negotiate with a Brand within six months of a completed campaign with that Brand. Any attempt by you or your agent to circumvent Apex will result in the removal of you from future campaigns and may result in Apex seeking appropriate compensation.
You acknowledge that the restrictions in the clauses above are reasonable, and are necessary to protect the interests of the Brand and Apex

TERMS FOR BRANDS

The following conditions apply to Brand partners using Apex website, platform and services;

Brand partners are able to use our website, platform and services to achieve two types of campaigns;
1. Influencer marketing campaigns
2. Content only campaigns
You must not attempt to instruct, coerce or manipulate influencers to hide the commercial relationship between yourself and the influencer. Such attempts may result in you being immediately removed from the Apex service.
Your use of any sponsored post of campaign content is conditional upon payment of the campaign fees, and then only in accordance with these Terms of Use and Content Licence and Rights Licence.
If you are using Apex website, platform and services on behalf of a Brand, you warrant that you are authorised to do so, and therefore accept these Terms of Use on such entity’s behalf.
These Terms of Use are not intended to alter the terms and conditions of any Rights Licence or Content Licence you may have with Apex, our subsidiaries or affiliates.
1. To the extent of any conflict, the terms of your Rights Licence or Content Licence will prevail.
2. These Terms of Use, Rights Licence and Content Licence from a legal agreement between you and Apex
For all content submitted by influencers for content campaigns you grant Apex (and our agents) a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content for the purpose of marketing and promoting KRAFTY (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and
For all influencer marketing campaigns you grant the relevant influencer and Apex (and our agents) a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to post, share, comment upon and re-post the relevant Content across their social media channels as part of any approved post
We may enforce minimum campaign spends for Brand partner campaigns
We have the right to cancel, suspend, restrict services to and terminate a campaign if we believe (in our sole discretion) that you are not using our services in a fair and reasonable way, treating campaign influencers in a fair and reasonable way, or in accordance with the purposes for which our services are intended.

PAYMENT TERMS FOR BRANDS AND AGENCIES

All influencer marketing campaigns and content only campaigns will have fees. Fees, in the form of sponsored post fees, paid content fees or any other service fees will be set out in campaign schedules, insertion orders, work service orders or as otherwise advised by Apex in writing across any other appropriate communications. In accordance with these Terms of Use, you are responsible for payment of these fees.
Apex is a cost of goods service and is non-commissionable. No agency rebates will be given.
Campaign fees and charges paid to Apex pursuant to an invoice will be allocated to the relevant campaign as a credit for use in that campaign.
Where no terms of payment are stated on an invoice or otherwise agreed with Apex in writing, the following payment terms standard will apply;
1. 14 days from date of invoice for Brands
2. 14 days from date of invoice for advertising agencies
You may request that Apex sends an invoice for campaign fees, though we reserve the right to refuse any invoice request.
You must provide Apex with a purchase order and in return we will provide an insertion order (or similar campaign or work order) outlining the campaign deliverables, approved fees and charges to be included in the invoice, the purchase order number or insertion order number.
Apex can accept from Brands and agencies written confirmation (including via email) approving a campaign in lieu of a purchase order or insertion order or work order being provided.
You accept and authorise Apex, our employees, servants and agents can investigate your credit worthiness, including without limitation, making inquiries from referees, banks or any other credit providers, and the Brand or Agency hereby authorises such Information Sources to disclose to us, our employees, servants and agents, all information requested by us for the purpose of assessing your credit worthiness. Any terms of credit offered by Apex, including where we approve payment by Invoice, may be varied by us in our sole discretion and advised to you in writing.
If payment is made by credit card, we reserve the right to charge a credit card surcharge.
1. For payment by credit card (or other such electronic payment systems or providers such as Paypal), you undertake that you are an authorised user of the card or account nominated on your Brand account
2. That the card details provided are current, correct and complete and that your nominated card or account will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means.
3. Upon receiving your campaign, we may carry out a standard pre-authorisation check of your nominated card or account to verify the details provided and to ensure there are sufficient funds to fulfil the campaign budget. The relevant campaign may not be shared with Influencers until this pre-authorisation check has been completed.
4. Once approved sponsored post is published, or approved campaign content is provided, you authorise us to debit the campaign fee that is payable for the service from your nominated card or account in order to pay the charges. You will be debited based on budgets outlined in the campaign schedule. You must pay all charges in full strictly within 7 days or as otherwise advised by us in writing from time to time. If no timeframe for payment is stated, the payment must be received by us no later than 7 days from the date of the corresponding tax invoice for those Posts.
If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required, we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. We also reserve the right to withdraw credit facilities any time or to remove your access to our service. You may also be liable to pay interest on any amount outstanding at the ATO Benchmark interest rate on the date the payment becomes due, and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). If you fail to pay any charges within the required timeframe and in the manner required, we reserve the right to suspend or terminate your Apex service contract, insertion order or, media schedule or to suspend or terminate any current Campaigns.

GST

If GST applies to any supply made under these Terms of Use, then the party making that supply may, in addition to any other amount payable, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the current GST rate. Unless otherwise specified, any amount payable under these Terms of Use is exclusive of GST. Words or expressions used in these Terms of Use that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as given in the Act.

INFLUENCER, BRAND AND AGENCY REPRESENTATIONS AND WARRANTIES

Influencers, brands and agencies using our services warrant, represent and covenant that:
1. All information you provide to us is true, accurate, complete and not misleading
2. Any third-party social media accounts which are linked to Apex, or publish content on are:
  1. Your own accounts
  2. If the account is a Brand account, you are authorised by the Brand to represent its interests and have the right to access its social media accounts

If the account refers to an individual other than you, you are the authorised representative of that individual, and have the right to access their social media accounts and have the right to control their interests

You are authorised to submit campaign content material, as applicable, in the manner intended for Apex to fulfil our service
Any content submitted to Apex will not contain anything that:
1. Is illegal or contrary to any applicable industry code or contrary to the requirements or directions of relevant regulators;
2. Is copied, adopted, appropriated, either wholly or partially from any other work or material;

Is obscene, discriminatory, harassing, indecent, threatening, defamatory, offensive, in breach of confidence, objectionable;

Contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually explicit imagery;
Constitutes, encourages or provides instructions for criminal offenses, or otherwise violates any laws including the regulations of any stock or securities exchange such as the Australian Stock Exchange;
Parodies, disparages or makes fun of Apex, or any of our website, platforms or services in any way;

Involves the transmission of junkmail, unsolicited mailing or spam;
solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a campaign);

promotes an illegal or unauthorised copy of another person’s copyrighted work;
contain any viruses, corrupted data or other harmful or malicious code of files.

INDEMNIFICATION

You agree to indemnify, and must defend and hold harmless, Apex and its related bodies corporate, personnel, servants and agent, 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 your direct activities with the our services):
1. Your content or access to our website, platform and services
2. Your use or inability to use our website, platform and services
3. Your claim against a brand for any reasons;
4. Your claim against an influencer for any reason;
5. Any claim or allegation that content infringes a third party’s rights, including intellectual property rights;
6. Your breach or alleged breach of these Terms of Service, or any warranties or covenants given or made by you;
7. Any claims made by a third party arising directly or indirectly from you breaching any provisions of these Terms of Use;
8. Your violation of any applicable laws, rules or regulations;
9. Any misrepresentations made by you.

LIMITATION OF LIABILITY

When using our website, platform or service you may be exposed to content that is harmful, obscene, misleading or inaccurate. If this is the case, we are no liable for any content, including but not limited to any errors or omissions in content or any loss or damage of any kind incurred as a result of any use of content posted, published, transmitted or otherwise made available through Apex
Any liability to a Brand in connection with these Terms of Use, or by using our services, website or platform, regardless of the form or cause of action be it in contract, warranty, tort, negligence or any other basis, shall be limited to the amount actually paid by the Brand to use our services related to the Brand’s most recent campaign.
Apex is not be liable to influencers for damages of any kind arising out of the Influencer’s use of our website, platform or services.
Without limiting their foregoing, in no event shall Apex or any of its directors, 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 our services, these Terms of Use, or any post, content or campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if Apex or any other party has been advised of the possibility of such damages. This limitation of liability includes, without limitation, any damages caused by or resulting from reliance by a user on any information obtained from Apex, 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 unauthorized access to our records.

APEX INTELLECTUAL PROPERTY

All material provided via the Apex website, platform and service is protected by all applicable laws including copyright and trade mark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any intellectual property rights in the Apex materials to a Brand or Agency or influencer.
All right, title and interest in all intellectual property rights in all of Apex brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on our website, platform or service material (the “Brand Features”) are the property of Apex and will remain or be vested in Apex at all times. Your use of our services will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or of our services. Apex, on a case by case basis and to the extent required, grants to you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use our services.

GENERAL TERMS

If our service is not capable of running as planned for any reason beyond our reasonable control, or if any social media platform alters its terms of service, access or permission in such a way it affects our service, Apex reserves the right and absolute discretion to cancel, terminate, modify or suspend our service
These Terms of Use are governed by, and are to be construed, in accordance with the laws of the State of New South Wales, Australia.
Should inconsistency’s arise between other Brand, Agency, Influencer or Influencer Agent agreements, these Terms of Use shall prevail.
These Terms of Use constitute the entire agreement between you and Apex, and govern your use of our services, superseding any prior agreements between you and us. You will not assign any rights or obligations under these Terms of Use to any third party without the prior written consent of Apex.
Any waiver of any provision of these Terms of Use will only be effective if in writing and signed by Apex. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

DISCLAIMER

This clause does not apply to any Consumer Guarantee under the Australian Consumer Law. It does not apply to any liability of Apex for failure to comply with a Consumer Guarantee under the Australian Consumer Law. Nothing in these Terms operates to exclude any liability for death or personal injury caused by negligence, fraud, or for any Consumer Guarantee under Australian Consumer Law. While we will endeavour to take all reasonable steps to ensure that our services operate as expected, the Apex services are provided on an “as is” and “as available” basis without any warranties of any kind (either expressed or implied, to the fullest extent permissible pursuant to applicable law).
Apex disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. Apex does not make any guarantees and does not provide any undertaking that the Apex services will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected.
You agree that you use the our services at your own risk and that Apex disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the our services, whether they are direct or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using our services. You assume total responsibility for your use of our service, including compliance with all applicable road rules and regulations.
Subject to the Consumer Guarantees, your sole remedy against us for dissatisfaction with our services or any content is to stop using our service or such campaign or content. This limitation of relief is a part of the bargain between the parties.
If the supply of any goods or services by Apex to a Brand, Agency, Influencer or Influencer Agent constitutes a supply of goods and/or services to a Consumer then subject to the limitation to this clause below and unless the goods and/or services are Consumer Goods or Consumer Services, Apex and its affiliates’ and related entities’, its servants’, employees’ and agents’ liability for any breach of these Terms of Use, including any liability for any losses or consequential losses which the Brand or Influencer may suffer or incur because of a failure to comply with a Consumer Guarantee will be limited as Apex may elect in its sole discretion, in the case of services supplied or offered by us, to either (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again or, in the case of goods supplied or offered by Apex, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired. This clause does not apply if it is not Fair or Reasonable for Apex to rely on it.

CONTACT AND HELP DETAILS

You may contact Apex via:

Email: creators@apexinc.com.au

INTERPRETATION

For the purpose of these Terms of Use, the following terms mean:

Account; an advertising brand of influencer social media account;
Apex; the company APEX INFLUENCERS PTY LTD
Agency; an authorised third party organisation activity on behalf of advertising brands or influencers;
Application; any Apex app, or third party app we usein our delivery of services
Brand; any person or entity, or its authorised agents or representatives that use Apex services;
Budget; the sum of money a brand nominates it is willing to spend on a campaign
Campaign; an influencer marketing, content only or advertising activity provided by Apex services;
Channels; the social media platforms such as twitter, facebook, Instagram, youtube, linkedin, pintrest or any other online community;
Community; a brand’s or influencers social media following;
Content; a post, paid content or any other materials produced by a brand or influencer;
Content Licence; a licence from Apex to the Brand for particular Paid Content on the terms and conditions stated on the Apex insertion order and selected by the Brand, including in any specific content licence agreement;
Content only campaign; a campaign created by a brand to have influencers produce or source paid content to be used by the brand directly in accordance with a Rights Licence or Content Licence, without the influencer publishing the content on their own channels;
Fee; the stated cost payable by a brand to Apex in respect of an approved campaign post or content;
Influencer; a social media influencer or person who creates and distributes posts online and receives compensation for it;
Influencer identity; the name, image, likeness, character and online persona of the influencer;
Influencer marketing campaign; a campaign created by a brand to using influencers to create and/or publish brand sponsored content to their social media followers;
Insertion order; the contract that outlines the details of the campaign;
Intellectual Property Rights; all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise;
Laws; all applicable laws, codes of practice and guidance relating to influencer marketing in Australia and New Zealand;
Apex materials; the company services and any associated materials owned, developed or licensed by Apex and made available via our services
Apex platform; the services and any associated third-party proprieties, material or websites provided via the Apex services
Paid content; the content created by an influencer in response to a campaign or creative brief;
Payment; the payment of fees to Apex, or the payment of fees by Apex (as the context requires);
Post; the social media post created by the influencer for a Apex campaign, which is shared or published across social media or to other online communities;
Rights Fee; the fixed-fee as stated on the Apex Insertion order payable by a Brand to Apex for a Rights Licence in respect of approved Paid Content plus any applicable GST;
Rights Licence; a licence from Apex to the Brand for particular Paid Content on the terms and conditions stated on the Apex insertion order and selected by the Brand, including in any specific content licence agreement;
Schedule; act and process that Apex has been engaged by a brand, agency or influencer, or third party, to implement and deliver the influencer marketing campaign and content only campaign;
Third Party Material; any material included in a Post or Paid Content 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.

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