Rtist | TERMS OF USE

Introduction
1. These Terms of Use (this "Agreement") is a binding agreement between the talent (collectively, "you" or "Talent") and Rtist (hereinafter referred to as "Rtist", "we", "us" or our, as the case may be). Rtist is owned and operated by Zeroo Sdn. Bhd. (Company No. 201501015933 (1141266-V)), a private limited company incorporated in Malaysia
2. This Agreement and the Service Contract govern and regulate your access to and use of services, online facilities, tools, functions, features or any Content (as hereinafter defined in Clause 33.2) made available by us through our http://www.rtist.co/ ("Platform").
3. Please read and understand this Agreement carefully before continuing to use the Platform as it contains important information regarding your legal rights and remedies. This Agreement should be read in conjunction with our Privacy Policy.
Consent
1. By connecting to and accessing or using the Platform, you:
  1. acknowledge that you have read and understood this Agreement;
  2. represent that you are of legal age to enter into a binding agreement; and
  3. accept this Agreement and agree that you are legally bound by its terms.
2. We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/or update this Agreement, and any policies or agreements which are incorporated herein at any time as we deem fit and with reasonable notice to you (for example, by posting an update on the Platform, or by emailing the updated Agreement to you). Such modifications, variations, amendments, changes and/or updates to this Agreement shall be effective upon the posting of an updated version on the Platform. You agree that it shall be your responsibility to review this Agreement regularly to ensure your understanding of this Agreement is current and you understand the Terms and Conditions that apply to your connection and access to, and use of, the Platform.
3. Your non-termination or continued use of our Platform after the effective date of any modifications, variations, amendments, changes and/or updates constitutes your acceptance of, and agreement to be bound by, the revised Agreement.
4. If you do not agree to this Agreement or with any subsequent modifications, variations, amendments, changes and/or updates, you must not connect to or access the Platform. If you have any questions regarding this Agreement, please consult a professional lawyer.
Description of our Platform
1. Our Platform is an online creative platform which connects Client (as defined below) looking for creative service to Talent (as defined below) listed on our Platform.
2. For the purposes of this Agreement, "Client" means an individual, company or business entity which engages Talents for creative services for Creative Work via the Platform; "Talent" means an individual, a studio or an agency which use the Platform and/or services to display and sell Creative Work to the Client; "Service Contract" means the contractual provisions between Client and Talent governing the creative service to be performed by Talent to Client; "Credit" means the payment made by the Client or Talent to unlock or access additional features on the Platform; “Talent Wallet” means wallet which is used to withdraw payment made from the Client to the Talent, to upgrade Talent's packages and others; "Terms and Conditions" means the terms and conditions set out in this Agreement; and "Creative Work" means the work product created by the Talent for the Client. Client and Talent are collectively known as "Users" in connection with the use of the Platform. Unless this Agreement requires otherwise, references to the singular shall include the plural and vice versa. The words "including" and "include" mean "including, but not limited to".
3. We provide the Users with the place and opportunity to discuss and transact directly for Creative Works and help facilitate the transactions between Users, which includes job posting, hiring Talent, communicating, issuing invoice and making payment. Through the Platform, Talents may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Talents that may offer the services they seek. However, Users are responsible to evaluate and determine the suitability of any project, proposal, Client or Talent on their own. If Users decide to enter into a Service Contract, the Service Contract is made directly between the Users and Rtist is not a party to that Service Contract and we accept no obligations in connection with any such contract.
4. Clients and Talents may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, intellectual property assignment agreement, etc.) provided that any such agreements do not conflict with, narrow, or expand Rtist's rights and obligations under this Agreement.
5. Rtist only offers information and a method to obtain Talent's services but does not and does not intend to provide any Creative Work ourselves.
6. We are not involved in the dispute between the Users but we reserve the right to intervene where necessary in order to resolve the dispute.
7. We will not be involved in the execution of transactions such as cancellation, termination, return, guarantee, etc., unless otherwise specified in this Agreement.
8. If a Client breaches any obligation to you, or causes any damages to you, your property or your rights, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a Service Contract or for any damages to your person, property or rights caused by a Client.
9. We provide payment processing services through third party service providers on our Platform. For further information on Payment of Creative Work, please see Clause 8.
Representations, Identification and Authorisation of User Account
1. In order to access some of the features and services on the Platform, you shall create and register an account ("User Account") as a Talent with us. The User Account facilitates your access to and use of the services on the Platform.
2. You may be subject to a vetting process before you are allowed to be registered as a Talent on our Platform and during your use of the Platform. Although we may perform background checks on you, we may not be able to confirm that each Talent is who they claim to be and therefore, we cannot and do not assume any responsibility for the accuracy or reliability identity or background check information or any information provided through the Platform.
3. You acknowledge and accept that the registration of a User Account on the Platform shall be made by you only, and you further agree that you shall maintain one account only under your personal and/or corporate information and you shall not apply for or register or maintain multiple accounts on the Platform.
4. By using the Platform, you expressly represent and warrant that (a) you are legally entitled/authorised to accept and agree to this Agreement; (b) you are at least eighteen (18) years old (if you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country, you must get permission from a parent or a legal guardian to open a User Account and that parent or legal guardian must agree to the Terms and Conditions of this Agreement. The parent or legal guardian will be responsible for all use of the User Account whether such account is currently open or created later by the minor); (c) you have not previously been suspended or removed from the Platform; and (d) your registration of the User Account and your use of the Platform are in compliance with all applicable laws and regulations.
5. Without limiting the generality of the foregoing, the Platform is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. You confirm that all the personal data and contact details in relation to your identity is accurate, up to date, not misleading, and complete at all times; and that you will keep your account information accurate, up to date, not misleading and complete at all times. If we have reason to believe that your account information is untrue, inaccurate, out of date, misleading or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your User Account by giving you a notice in writing to the email address you maintained in your User Account.
6. You agree to provide us with all required documentation or information upon request through the Platform for us to comply with our internal policies, any applicable laws or guidelines or for any other reason as we may consider necessary or desirable from time to time.
7. By using the Platform, you represent and warrant that you have the right, authority and capacity to use the Platform and to abide by this Agreement. You agree that, in the event you are the authorised representative of an individual, partnership, agent, sole proprietor, company or entity, you (a) have obtained the lawful authority via written authorisation or consent from such individual, partnership, agent, sole proprietor, company or entity; and (b) agree to be bound by this Agreement on behalf of that individual, partnership, agent, sole proprietor, company or entity. You agree not to impersonate or represent intentionally or unintentionally, in any way whatsoever, any third-party, individual, partnership, agent, sole proprietor, company or entity without lawful authority; or otherwise provide, submit or present any false and/or misleading information to Rtist.
8. If, after your electronic acceptance of this Agreement, we find that you do not have the legal authority to bind such individual, partnership, agent, sole proprietor, company or entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right to (but undertake no duty to) require additional authentication from you.
9. You should take all necessary steps to ensure that your user ID/email address and password for the User Account are kept confidential and secure at all times from third parties, including but not limited to, not disclosing or cause to be disclosed your user ID and password through any means, and by restricting access to any device(s) linked to your use of the Platform, including but not limited to, computers, laptops and any mobile device owned by you or any third party. You should inform us immediately if you have any reason to believe that your user ID or password for the User Account has become inadvertently known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
10. You hereby expressly warrant that you are responsible for all activities that occur under your User Account, regardless of whether you are the one who undertakes such activities. This includes any unauthorised access and/or use of your User Account.
11. If we have reason to believe that there is likely to be a breach of security, unauthorised use of your User Account or misuse of the Platform, we may require you to change your password to the User Account or we may suspend your User Account pending investigation. You hereby release and hold us harmless from any and all claims and causes of action arising out of or resulting from any unauthorised use of your User Account. You shall also indemnify us if we suffer any damage from any such unauthorised use of your User Account.
12. We reserve the right, in our sole and absolute discretion, to reject your application for User Account registration on our Platform if:
  1. you did not comply with the requirements set forth in Clause 4.4;
  2. your User Account had been previously suspended from this Platform due to violation of any of the Terms and Conditions of this Agreement;
  3. you have submitted false or inaccurate information in your application;
  4. you have committed or we have reasonable grounds to believe that you have high plausibility to commit an act which interferes the operation, management and development of this Platform or the enjoyment of the same by other Users;
  5. you have committed or threaten to commit or we have reasonable grounds to believe that you have high plausibility to commit an act which might constitute a legal offence pursuant to the laws of Malaysia;
  6. we have reasonable grounds to believe that you are a foreign politically exposed person (“PEP”); or
  7. if you fall into such other reasons or commit any other act we deem as inappropriate.
13. You are responsible to immediately reflect any change to your registered information and to manage and sustain such record to be accurate and updated at all times. We will deem the recorded information to be your latest status and will disregard any change of your information that is not reflected in the registered data. Nonetheless, all transactions and procedures initiated prior to the approval of such application for changes may be processed under the old data and will be deemed as valid.
14. We disclaim all liabilities that may arise from any application or changes made by you, or from our denial to approve any of the foregoing.
Terms of Use for Talents
1. By using the Platform, you agree that:
  1. you will only use the Platform for lawful purposes;
  2. you will not permit or enable third parties to use your User Account;
  3. you will not assign, transfer or otherwise render accessible your User Account to any other person;
  4. you will not use the User Account of a third party;
  5. you will comply with all relevant legislation when using the Platform, and you will only use the Platform for the purpose for which it is intended to be used;
  6. you will not access the Platform without using the interface provided by us;
  7. you will not use the Platform to cause annoyance or disruption;
  8. you will not impede the correct operation of the network to our Platform;
  9. you will provide Rtist with proof of identity as it may reasonably request or require; and
  10. you will provide accurate, current and complete information as required for the Platform and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times prior to termination of your User Account for any reason.
2. You may register or sign up for a User Account with us for free by following the prescribed procedures as set out on the Platform, subject to this Agreement and our approval or rejection at our sole and absolute discretion. You are required to complete basic information for registration purposes such as your name, your contact details, your location, your skills and tools, your preferred language and other relevant information which we may need from you, depending on whether you are an individual user or a business entity user (ie. studio or an agency).
3. A User Account enables you to create your own profile in the Platform which include to display your experience and your portfolio, to briefly describe yourself, to display your contact and other relevant information on the Platform ("Profile"). It further enables you to make proposal to the Client and chat with the Client in relation to any job post.
4. In managing your Profile, you acknowledge and agree that certain items shall not be displayed in your Profile ("Prohibited Items"). The display of Prohibited Items shall be deemed as breach of this Agreement regardless of whether it was being made intentionally or negligently.
5. We do not check your Profile for the appropriateness of its content, and you shall take sole responsibility for it and the consequences of using, disclosing, storing, or transmitting any content in your Profile. However, we reserve the right to check and to decide the appropriateness of the content in your Profile and remove such content that fails to meet our prescribed standard. In such circumstances, we will not be liable for any damage that may arise from the outcome of our decision.
6. You acknowledge that the content in your Profile or the Creative Work you deliver to Client do not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations, and conventions; and/or (c) violate any of your or third party's policies and/or terms of service.
7. We will upon our sole discretion enforce measures set forth in this Agreement, cancel or restrict any content in your Profile, in the event you are found to be in breach of any of the terms in this Agreement or we deem your action or conduct as inappropriate under reasonable grounds. In such circumstance, we will not be liable for any damage as a result of such enforcement.
8. You shall not request for payment to be made to you before the delivery of Creative Work is completed (as stipulated in Clause 8.2 below).
The Transaction
1. A Service Contract is formed at the point when the Client accepts your proposal and makes the agreed payment. You acknowledge and agree that your act of making a proposal to the Client shall only constitute an offer which shall be subject to the Client's acceptance in his or her sole discretion. You may, in the proposal, adjust the payment of Creative Work depending on the difficulties, the time spent, the editable source files, the number of revisions that Client entitled to etc.
2. After the Client accepted the proposal and completed the payment for the Creative Work, a confirmation email will be sent as acknowledging receipt of the Client's engagement or a page will be displayed on the Platform confirming that you have been successfully hired by the Client. We will simultaneously inform the Client when we receive payment from the Client. Consequently, this shall constitute a Service Contract entered into directly between you and the Client and you agree that Rtist accepts no obligations or liabilities in connection with any such Service Contract to which Rtist is not a party. Unless expressly stated otherwise in this Agreement, parties to such contracts shall be entirely responsible for the Service Contract between them. Neither parties shall transfer, secure or otherwise dispose of the rights and obligations generated under the Service Contract to a third party without the other party's prior written consent.
3. The Client may submit a written request to us or directly to you to cancel or amend the proposal. If the Client submits a request to us, we will notify you of such request which you shall then endeavour to give effect to on a commercially reasonable effort basis.
4. Upon the payment being successfully made and confirmed, you shall make necessary arrangements to start work and deliver your work within the stipulated deadline as stated in the agreed proposal or any agreed extended timeline between you and the Client.
5. A transaction is completed when the Creative Work is delivered and duly accepted by the Client by clicking the accept button on the Platform (“Completion of Transaction”) (“Date of Delivery”). The transaction will deem to be completed if the Client did not respond after seven (7) days from the Date of Delivery.
6. All complaints on delivered Creative Work or any other problem that arise between the Client and you shall be directly solved between you and the Client. You and the Client shall use reasonable effort to decide on the refund amount. In the absence of an agreed refund amount, we will refund 50% of the Sales Proceeds (as defined below) to the Client and release the remaining 50% Sales Proceed to you (after deducting the agreed administrative fee from the Sales Proceeds).
7. Client may notify us within seven (7) business days from the Date of Delivery and we reserve the right to participate in these discussions in our sole discretion. Any dispute shall be raised within seven (7) business days from the Date of Delivery. After that, we reserve the right not to entertain or respond to any dispute.
8. Notwithstanding the above, we reserve the right to cancel any Service Contract entered between Users in any kind of situation that we deem necessary to cancel the Service Contract.
Fees
1. You agree that the following fees shall be charged on you:
  1. (a) Subscription Fee (monthly or annual recurring, non-refundable) The Subscription Fee is only payable when you upgrade your talent membership package to unlock and access more features on the Platform. Your subscription will automatically continue until such time as you request that your subscription with us or your User Account be terminated.
  2. (b) Transaction Fee (based on the payment paid by the Client):
    2.5%-10% payment processing fee per successful transaction, based on your membership package.
    The minimum Transaction Fee per transaction is RM 5.00 or as per the fees prescribed above (whichever is higher). The Transaction Fee will be deducted from the approved payment made by the Client before remitting the balance to you as stipulated in Clause 8 below. The actual amount of such Transaction Fee payable to us shall be the amount indicated on the Platform at the time when the Client hires you after accepting your proposal, rounded up to the nearest cent.
  3. (c) Hand-pick services: fees will be subject to negotiations on a case-by-case basis and as prescribed in the invoice issued by Rtist.
2. The fees above are subject to Sales and Services Tax ("SST") and the Talent is responsible for the payment of such tax amount. We reserve the right to revise or adjust the fees from time to time with prior notice to you.
3. You agree that Rtist will impose other applicable fees or charges arising from the use of the Platform or services offered on the Platform, which shall include marketing and advertising charges to feature you on the Platform and other admin charges (if any).
4. Unless otherwise stated, all fees are quoted in Malaysian Ringgit (RM).
Payment of Creative Work
1. All payment made by the Client shall be made to Rtist. You acknowledge and confirm that Rtist may administer and act as your payment collection agent.
2. All payments we receive from the Client will be processed by us before remitting the balance of sales proceeds (after deducting the Transaction Fee and other applicable fees) ("Sales Proceeds") to you. The Sales Proceeds will be held temporarily by Rtist and released immediately to your Talent Wallet after Client accepted your Creative Work.
3. The balance of the Sales Proceeds will be transferred by us to your bank account within five (5) business days from the date you withdraw the payment from your Talent Wallet.
4. In addition to Clause 8.2 , any request by the Client to integrate any third-party payment processing service on the Platform will be binding on you. In the event the Client performs such integration services, you acknowledge and agree that we shall accept the payment by the Client on behalf of you through the integration service and we shall remit the appropriate amount to you.
5. You shall not treat any Client who desires to opt for any payment methods provided by third-party payment processing services differently nor shall you refuse such payment methods unless such payment method is an unauthorised payment method by us, in violation or in breach of the terms in this Agreement or you have reasonable belief that such payment method is unlawful. Without prejudice to the foregoing, the Client shall have the option to elect any payment methods made available on the Platform and you agree that you are not allowed to claim any additional service charges, save and except the payment for the Creative Work, from the Client.
6. Notwithstanding any withdrawal or termination of account, remittance of the balance of Sales Proceeds will still be subject to Clause 8.2 above.
Non-Circumvention
1. You agree to use the Platform as your exclusive method to request and received all payments for Creative Work and not to circumvent the payment methods provided by the Platform.
2. You shall not solicit or request payment methods other than the methods designated by us.
3. You agree to notify us immediately if a person suggests to you receiving payments other than through the Platform. If you are aware of a breach or potential breach of this non-circumvention clause, please contact our support team using the Live Rtist Chat function or click "Contact Us" on the Platform.
4. You acknowledge and agree that a breach of this Clause 9 constitutes a material breach of this Agreement and we reserve the right to permanently suspend your User Account.
Delivery of Creative Work
1. The Talent shall deliver the Creative Work to the Client by uploading the Creative Work onto the Platform at the designated place. If physical delivery of the Creative Work is required by the Client, all deliveries will be arranged by you and the cost of delivery shall be borne by the Client, unless otherwise agreed.
2. Delivery shall be made at the time or within the period of time as indicated ("Agreed Delivery Date"). If the delivery time is being extended, the Creative Work shall be delivered within the agreed extended time.
3. All deliveries by the Talent shall be at the sole discretion and responsibility of the Talent. Should the Talent become aware that he or she will not be able to deliver the Creative Work at the agreed date of delivery or within the extended agreed time, Talent shall without delay notify Client of this, explain the reasons for the delay and state the time at which it is estimated that the delivery can be made. Furthermore, the Client shall, by serving a written notice to the Talent, be entitled to demand performance within a specified time thereafter and such specified time shall be no less than fourteen (14) days, failing which the Client shall be entitled to terminate the Service Contract and claim a refund in respect of the undelivered Creative Work.
Intellectual Property in the Creative Work
1. Any copyrightable works prepared by Talent for Client shall be owned by the Talent until full payment has been made by the Client and accepted by the Talent.
2. By delivering the Creative Work to the Client, the Talent irrevocably agrees to grant to the Client an exclusive (also excluding Talent), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialise Creative Work in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Talent irrevocably agrees to grant to Client such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership.
3. In order to ensure that Client will be able to acquire, perfect and use such proprietary rights relating to the Creative Work, Talent will: (a) transfer possession, ownership, and title to media, models, and other tangible objects containing Creative Work to Client; (b) sign any documents at Client's request to assist Client in the documentation, perfection and enforcement of his or her rights; and (c) provide Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such proprietary rights.
4. In the case that under any applicable law, Talent retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Creative Work under this Agreement, Talent irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Talent cannot waive such rights, Talent agrees not to exercise such rights until Talent has provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting his or her rights.
5. Talent shall ensure that no Creative Work created or delivered by Talent includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Talent or a third party without obtaining the prior written consent of the Client to the inclusion of such pre-existing intellectual property in the Creative Work.
6. Talent acknowledges that, without limiting any other remedies, Talent shall not be entitled to payment for, and shall refund any payments made to Talent for any Creative Works performed if the Creative Work contains any pre-existing intellectual property that was not approved by Client in accordance with this Clause 11.5.
Client's Deliverables
1. Client grants Talent a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the materials, trade marks, contents provided by Client ("Client's Deliverables") as necessary for the performance of the Creative Works. Client reserves all other rights and interest, including, without limitation, all proprietary rights, in and to the Client's Deliverables.
2. Upon completion or termination of the Service Contract, or upon written request by the Client, Talent shall immediately return all Client's Deliverables to the Client and further agree to destroy or dispose all copies of Client's Deliverables contained in or on Talent's premises, systems, or any other equipment otherwise under Talent's control.
3. Talent agrees to provide written certification to the Client certifying the return, destroy or dispose of Client's Deliverables within seven (7) days after the receipt of the Client's written request to certify.
Credit and Promotional Code
1. To unlock or access additional features such as featuring your Profile at the top of Client's search result or other purposes in the Platform, you are required to top up Credit in your Talent's Wallet. All Credit will only be valid for one (1) year from the date of your last purchase or spend, whichever the later. The expiry date set out on the Platform or in the email we send to you shall serve as conclusive evidence of the expiry date of your Credits. Rtist shall have the right to deal with the expired Credits in such manner as it deems fit in its absolute discretion including forfeiting such Credits.
2. We may, in our sole discretion, create promotional codes that may be redeemed by you, subject to any additional terms that we establish on per promotional code basis ("Promo Codes"). You agree that the Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Rtist; (c) may be disabled by Rtist at any time for any reason without liability to Rtist; (d) may only be used pursuant to the specific terms that Rtist establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. We reserve the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that we determine or believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in breach of the applicable Promo Code terms or this Agreement.
Specific Restrictions:
1. You agree that you shall only use the Platform for reasonable and lawful purposes.
2. You must not do or attempt to do anything that is unlawful, prohibited by any laws applicable to the Platform, which we would consider inappropriate, or which might bring us or the Platform into disrepute, including (without limitation):
  1. displaying imitated Creative Work or any Creative Work which does not belongs to you;
  2. displaying Creative Work that may violate the law or against public policy;
  3. using irrelevant images as part of your Profile description which may lead to misrepresentation or misrepresenting your experience, skills, or information;
  4. falsely stating or implying a relationship with Rtist or with another company that you do not have any relationship with;
  5. posting any contents, including Profile information and images on the Platform which infringe and/or violate any trademarks, patents, copyrights, designs, trade secrets, confidential information and agreement and all other intellectual property rights belonging to third parties;
  6. using this Platform for false deals;
  7. compel Client to give you good review or rating;
  8. lead, transfer or solicit someone to another competing platform similar to our Platform;
  9. engaging in recruiting activity;
  10. posting or transmitting vulgar or obscene contents;
  11. posting or transmitting false information;
  12. collecting and/or posting information that may identify a person;
  13. accessing our Platform without using the interface provided by us;
  14. selling, sublicensing and/or otherwise commercialising any content;
  15. publicly performing and/or showing any content;
  16. using the Platform in any way that is or may be damaging to the Platform, including hacking or trying to steal other users' information (including user ID and password) from the Platform;
  17. tampering with or modifying the Platform, knowingly transmitting viruses, worms or other disabling features, or damaging or interfering with the Platform, including (without limitation) using trojan horses, viruses, timebombs, keystroke loggers, spyware or other similar feature or piracy or programming routines that may damage or interfere with the Platform;
  18. using the Platform in any way that interferes with any user's access to the Platform;
  19. using the Platform contrary to applicable laws and regulations, or in any way which may cause harm to the Platform, or to any person or business entity;
  20. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Platform or data regarding other users, including e-mail addresses, without our consent;
  21. anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
  22. using the Platform to defame, harass, threaten, menace or offend any person;
  23. using the Platform to send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
  24. modifying, copying, adapting, reproducing, making derivative works of, dissecting, decompiling, disassembling, reverse compiling or reverse engineering any part of the Platform;
  25. otherwise deriving or determining or attempting to derive or determine the source code (or algorithms, structure or organisation) of any software underlying the Platform;
  26. interfering with, disrupting, or creating an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such servers or networks;
  27. attempting to gain unauthorised access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;
  28. accessing the Platform in order to build a similar or competitive application or service;
  29. using software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and/or
  30. instructing, authorising, facilitating or assisting a third-party to do any of the above acts; and/or
  31. any act or omission which we deem inappropriate.
3. Certain areas of the Platform are restricted from being accessed by you and we may further restrict access by you to any areas of the Platform, at any time and from time to time, at our absolute discretion.
4. You are prohibited from using the Platform, including the Content, in any way that competes with our business.
Collection and Use of Your Information
1. You acknowledge that when you access and use the Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Platform. You may also be required to provide certain information about yourself as a condition to accessing and using the Platform or certain of its features or functionality. All information we collect through or in connection with the Platform are subject to our Privacy Policy.
2. We will process and may disclose personal data including sensitive personal data (as defined in the Personal Data Protection Act 2010) relating to you and/or your affiliates in accordance with our Privacy Policy and all applicable laws, and you hereby consent to the processing and disclosure of such data. You agree to keep us informed of any changes to your personal data at all material times. In any event, should any such necessity arise to obtaining the consent, authorisation or permission of any of your affiliates in relation to the processing and disclosure of their personal data, including sensitive personal data (as defined in the Personal Data Protection Act 2010), then such consent, authorisation or permission is deemed to have been obtained by you unless communicated otherwise to us.
3. Certain services or functionalities made available via the Platform are and may be delivered by third party sites and organisations. By using any service or functionality originating from http://www.rtist.co/, you hereby acknowledge and consent that Rtist may share such information and data with any third party with whom Rtist has a contractual relationship with to provide the requested service or functionality on behalf of users and customers of the Platform.
Updates
1. You acknowledge and agree that, from time to time, the Platform may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, schedule downtime for maintenance, upgrade and update, repairs or replacements that we may undertake from time to time at our sole discretion.
2. You shall maintain adequate backup records of all your posted contents on the Platform. You shall assume all responsibilities and liabilities for any loss or damage resulting from your failure to maintain such records.
Additional Reservation of Rights
1. Where applicable, we expressly reserve the right to deny, cancel, terminate, suspend, lock or modify access to (or control of) any User Account or the provision of the services for any reason (as determined by us, in our sole and absolute discretion), including, but not limited to, the following:
  1. to correct mistakes made by us in offering or delivering any services;
  2. to protect the integrity and stability of, and correct mistakes made by, any of our partners;
  3. to assist with our fraud and abuse detection and prevention efforts;
  4. to comply with court orders against you and any applicable local, state, national and international laws, rules and regulations;
  5. to comply with requests of law enforcement, including subpoena requests;
  6. to comply with any dispute resolution process;
  7. to defend any legal action or threatened legal action without consideration of whether such legal action or threatened legal action is eventually determined to be with or without merit; and/or
  8. to avoid any civil or criminal liability on the part of us, our officers, directors, employees and agents, as well as our affiliates (if applicable), including, but not limited to, instances where you have sued or threatened to sue us.
Third-Party Materials
1. The Platform may use, display, include or make available third-party content (including data, information, applications and other services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials").
2. You acknowledge and agree that we do not control and are not responsible for the Third-Party Materials, including but not limited to, their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The inclusion of Third-Party Materials on the Platform does not imply any endorsement by Rtist of the Third-Party Materials or those in control of them.
3. We do not assume and will not have any liability or responsibility to you or any other person or entity in respect of any Third-Party Materials.
4. Third-Party Materials and links thereto are provided solely as a convenience to you. You access and use them entirely at your own risk and subject to such third parties' terms and conditions.
5. Information on the many web pages that are linked to the Platform comes from a variety of sources. Some of this information comes from official Rtist licensors, but much of it comes from unofficial or unaffiliated organisations and individuals, both internal and external to Rtist. Rtist does not author, edit or monitor these unofficial pages or links. You acknowledge and agree that Rtist shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, services, advertising or other materials available on such external sites or resources.
Third-Party Interactions
1. During your use of our Platform, you may enter into correspondence with, purchase services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their services through our Platform.
2. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.
3. We, our affiliates and licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party.
4. We do not endorse any sites on the Internet that are linked through our Platform, and in no event, shall we or our licensors be responsible for any content, services or other materials on or available from such sites or third-party service providers.
5. We provide the Platform to you pursuant to this Agreement. You recognise, however, that certain third party merchants or service providers may require your agreement to additional or different terms of use prior to your use of or access to such services, and we are not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third-party service providers.
20. Third Party Software and Application Programming Interface ("API")
1. We may use third party software and APIs when providing services on the Platform. We do not guarantee the reliability of such third-party software or APIs. You agree that we are not liable for any loss or damage whatsoever incurred or suffered by you arising out of our use of such third-party software or APIs.
Indemnity
1. You agree to indemnify, defend and hold harmless and keep indemnified, defended and held harmless Rtist and its licensors, officers, partners, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of investigation and enforcement of this indemnity and reasonable advocates and solicitors' fees, arising from or relating to your use or misuse of the Platform or the placement or transmission of any message, information, software or other materials through the Platform by you or users of your User Account or related to any breach of this Agreement by you or users of your User Account.
2. Except in cases caused by our gross negligence or wilful misconduct, we will not indemnify any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind suffered by you in relation to this Platform, including but not limited to termination or modification of this Platform, termination of your User Account, deletion of any information, loss of data and software failure etc.
Disclaimer of Warranties
1. The Platform is provided to you on an "as is where is" basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Rtist, on its behalf and on behalf of its affiliates (if applicable), licensors and its service providers, expressly disclaims all:
  1. conditions and warranties, whether express, implied, statutory or otherwise, with respect to the Platform including but not limited to the commercial and non-commercial merchantability, quality of Creative Work, fitness, purpose, title, non-infringement and any implied terms and warranties of the Platform;
  2. representations, by any means, as to the availability, accessibility, uninterrupted access, operation, performance of the Platform or any other services accessed via the Platform; and
  3. indemnification arising from course of dealing or course of performance in connection with this Agreement.
2. No information, material or any content available through the Platform will create any warranty that is not expressly stated in this Agreement. You assume all risk for any damage that may result from your use of or access to the Platform, and any material or content available through the Platform.
3. From time to time, there may be information relating to the service description, pricing and/or availability that contain typographical errors, inaccuracies or omissions. You reserve the right to correct, edit or change any such information relating to your Profile on the Platform, and Rtist does not warrant or guarantee the accuracy, completeness or adequacy of any such information or material contained in the Platform while we strive for accuracy in the services provided. Nonetheless, we reserve our rights to terminate any User Account which displays and provides inaccurate information.
4. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
5. You acknowledge and agree that we do not endorse or recommend; we are not an agent, reseller or distributor of, and have no control over any services advertised through our Platform, and we hereby expressly disclaim all liabilities and responsibilities arising in relation to any services whether available or advertised through our Platform.
6. Reviews or ratings of the Talents and/or their services on the Platform are solely the opinions of the Clients that post them. None of the Reviews contain or reflect any opinions or views of Rtist.
7. You agree that all statements, offers, information, opinions, materials, content, and third party services, from other users and from advertisers should be used, accepted and relied upon only with care and discretion and at your own risk, and we shall not be responsible for any loss, damage or liability suffered by you arising from such use or reliance.
8. Whilst we use reasonable efforts to ensure that our online platform is free from viruses and other malicious or harmful content, we cannot guarantee that your use of the Platform (including any content on it or any website accessible from it) will not cause damage to your computer or any other device. Except if required by applicable law, we shall not be liable to you for any loss or damage, which you may suffer as a result of viruses or other malicious or harmful content.
Limitation of Liability
1. To the fullest extent permitted by law, in no event shall Rtist, its affiliates and its respective licensors, associated companies, directors, shareholders, officers, employees, servants, suppliers, representatives, agents or assigns, be liable under any circumstances for any indirect, incidental, special, exemplary, punitive, or consequential damages, personal injury, property damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (“Liability”) suffered by you or any third party, arising from or in connection with: (a) your use or misuse of the Platform and/or any other act by you and/or the content and/or any inaccessibility of, interruption to or outage of the Platform and/or any loss or corruption of data and/or the fact that the content is incorrect, incomplete or out-of-date; (b) any transaction or relationship between you and any Client even if we have been advised of the possibility of such damages.
2. We shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control. Access to, and use of, the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Platform), or the loss of data that results from the use of the Platform or the download or use of any Content.
3. You agree that Rtist has no liability or responsibility for the deliberate or accidental deletion, failure to store, theft, misappropriation or loss, by any means, of any data due to your actions in using the Platform including failure to apply strong passwords.
4. For the avoidance of doubt, Rtist is not liable and shall not be liable for the acts or omissions of other providers of telecommunications services or for faults in or failure of their networks and equipment.
5. Any information or material included in the content of the Platform is provided for informational purposes only and is not intended to constitute professional, regulatory, legal or other advice. Any decision made or action taken by you based on the content is at your sole responsibility and liability. We will not bear responsibility of any kind regarding such information.
6. Rtist has no special relationship with or fiduciary duty to you or any other third party. You acknowledge and confirm that you have sought independent legal advice from professional legal advisors with regard to all the matters provided for in this Agreement and agree that your failure to obtain such advice shall not be used as a defence to the enforcement of the Terms and Conditions under this Agreement.
7. In the event that any limitation or exclusion of liability in this Agreement is not enforceable, our total liability for any claim arising out of or relating in any manner to the access and/or use (or inability to access and/or use) of the Platform is limited to the total fees paid by, or received by you to/from Rtist during the six (6) months prior to the time such claim arose. We do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
Termination
1. This Agreement is effective and will continue to apply to you unless and until it has been terminated.
2. We reserve the right to terminate this Agreement, suspend your User Account and/or access to the Platform with or without notice and for any reason, including, without limitation, breach of any of the terms in this Agreement, without prejudice to any other rights or remedies available to Rtist under this Agreement or provided by law. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
3. Upon termination or suspension, regardless of the reasons therefore, your right to use our Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your User Account and all related information and files in your User Account and/or bar any further access to such files or our Platform. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
4. Should you wish to terminate this Agreement or suspend your User Account with us, you may make a request to us using the account termination function on the Platform. You will be able to terminate your User Account provided that all previous transactions (including orders, payments, deliveries) made by you have been completed.
5. In addition to Clause 24.3, you shall not update your Profile and/or send proposal to Client on the Platform upon termination or suspension, and you shall not be relieved from your obligations and responsibilities with respect to any content of your Profile made on the Platform prior to the termination.
6. All clauses in this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement, and shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
Right to Investigate
1. We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of this Agreement or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.
2. In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any information necessary or appropriate to such persons relating to your profile, e-mail address, usage history, posted materials, IP addresses and traffic information.
Research and Reporting
1. In the event of any violation of the Terms or we receive any complaints made against you, you are required to supply us with a written report summarising the cause of the violation or complaints and any corrective actions required, and conduct any research, submit any relevant materials and/or take such other actions as determined by us, to address such violation or complaints.
2. With respect to Clause 26.1, we may provide necessary advice and/or instructions to you based on the written report, research and/or materials submitted by you, of which you shall be responsible in addressing and resolving the said violation or complaints made. In addition to the foregoing, you shall be responsible to devise and implement such plan to rectify and improve the circumstances as we deem necessary.
3. You acknowledge and agree that any relevant government authorities or agency may impose the same obligations on you to the extent as it is required under Clause 26.1 and 26.2.
4. We may, from time to time, undertake due diligence checks on you which we provide ongoing services. Should any of our checks result in the discovery of illegal or unethical conduct, we reserve the right to terminate the provision of our services to you, your access to, or use of, the Platform, without notice and without a refund.
Force Majeure
1. You acknowledge and agree that we have no control over the availability of the Platform on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. We are not responsible or liable for failure or delay of performance caused by act of war, hostility, or sabotage; act of God; act of governmental authority; electrical, internet or telecommunication shortage or outage; interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; national, state, or local government restrictions or intervention, epidemic, diseases, medical outbreak or any other event that is beyond our reasonable control, whether foreseeable or not ("Force Majeure Event").
2. Where the access to the Platform is interrupted or we are unable to perform the services offered on the Platform for a continuous period of more than thirty (30) calendar days by reason of a Force Majeure Event, either party shall have the right to terminate this Agreement.
Invalidity and Severability
1. If any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:
  1. such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
  2. the remaining provisions of this Agreement shall remain in full force and effect; and
  3. the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.
Assignment
1. You may not assign, transfer or sub-contract any of your rights and obligations under this Agreement to any other person without our prior written consent. Any assignment, transfer, or sub-contraction which is made without such prior written consent shall constitute a breach of this Agreement.
2. We may assign, transfer or sub-contract all or any of our rights and obligations under this Agreement (whether in whole or in part) at any time without your consent to:
  1. our subsidiary or related/affiliated company
  2. an acquirer of our equity, business or assets; or
  3. a successor by merger.
Waiver
If a party waives any right under this Agreement, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in this Agreement does not operate as a waiver of another breach of the same term or any other term.
Equitable Remedies
You acknowledge that the rights granted, and obligations made under this Agreement to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us, and which cannot be replaced by monetary damages alone. As such, we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
Access to the Platform
1. You shall be responsible to prepare, place and operate at your own cost the computer devices, smart devices, software, telecommunication line and other devices, equipment and/or facilities ("Technology Tools") necessary for you to assess our Platform.
2. You acknowledge that you may be connected through various networks when accessing to this Platform. Depending on the device and original network you use, the data and signals may be converted to different forms while connected or transmitted through such various networks. In this circumstance, we will not be liable for whatever that may arise from this situation.
3. All procedures you perform on this Platform via the Internet which include but not limited to data input, connecting and communicating with Client, transaction of Delivery Work and termination of User Account etc., shall be deemed as completed and effected at the time the applicable data is transmitted to our server and is properly reflected on our system.
Intellectual Property Rights
1. For the purposes of this Clause 33, "Intellectual Property Rights" means all applicable rights, title, interests and benefits including, without limitation, patents, copyrights, trademarks, trade secrets, trade names, know-how, logos, patents, inventions, registered and unregistered design rights, copyrights, technology, databases, database rights and all other similar intellectual property rights.
2. Save and except where expressly provided for under the Terms and Conditions of this Agreement, we and/or our licensors have valid, unrestricted and exclusive rights, title and interest of the Intellectual Property Rights on the Platform and the texts, graphics, logos, icons, images, documentations, audios, videos, software, page layout, underlying code, data compilations, materials and any other form of information capable of being stored in a computer that contained in or published on the Platform (collectively, the “Content”). By allowing you to access and use the Platform, Rtist does not grant, by implication, estoppel or otherwise, any licence or other authorisation to you in respect of the Platform's Intellectual Property Rights, nor allow you to use or exploit the same in any way.
3. Subject to your complete and ongoing compliance with all the Terms and Conditions of this Agreement and payment of all applicable fees, Rtist hereby grants to you a limited, personal, restricted, non-exclusive, non-transferable, non-sublicensable, and revocable license, subject to this Agreement, to access and use the Platform and the Content in accordance with this Agreement. All other uses are prohibited without our prior written consent.
4. Your use of and access to the Platform and the Content does not grant or transfer to you any rights, title or interest in relation to the Platform or the Content. You must not:
  1. copy or use, in whole or in part, any Content;
  2. reproduce, retransmit, distribute, disseminate, sell, resell, publish, broadcast or circulate any Content to any third-party, unless otherwise indicated on the Platform or unless given express written permission to do so by Rtist; and
  3. breach any Intellectual Property Rights connected with the Platform or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content.
5. You may view and temporarily store material from the Platform in your browser's cache.
6. You undertake not to use any robot, spider, other automatic device, or manual process to monitor materials available through our Platform.
7. If you violate any portion of this Agreement, your permission to access and use the Platform may be terminated immediately pursuant to this Agreement. Additionally, we reserve the right to avail ourselves of all remedies available at law and in equity for any such violation.
8. We take a serious view of Intellectual Property Rights' infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.
Trademark Information
1. All trademarks, logos and service marks ("Marks") displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third-party which may own the Marks. All rights are reserved.
2. All Content on the Platform are works protected under the Copyright Act 1987.
3. Subject to the exceptions stated in this Agreement, Users are strictly prohibited from carrying out any of the following acts without the prior written consent from us:
  1. modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, transferring, downloading, posting, creating derivative works from, framing and using on any other website, the Content; and
  2. transferring and/or selling any information, software, users list, database or other lists, compilations, services provided through or obtained from us or from our Platform including but not limited to, the texts, graphics, logos, photos, audio files and visual files.
4. No part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, for republication, distribution, assignment, sublicense, sale, and preparation of derivative works or other use other than for your personal use only. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.
5. You hereby agree to assign absolutely to us all title and interests relating to copyright in the listings and advertisements posted on our Platform, including but not limited to texts, graphics, drawings, layouts and photographs ("Assigned Works").
6. You hereby warrant that you are the copyright owner or authorised licensee in the Assigned Works and any marks reproduced by the you on our Platform and shall indemnify us from any claims, actions and demands by any third party arising from the ownership of the Assigned Works or marks.
7. All photographs used in any listings and advertisements and posted on our Platform will be endorsed with our watermark seal ("Watermark"). The Watermark shall not at any time be removed, altered or tampered with.
8. You agree that Rtist may use the Talent's postings and information on the Platform and/or disclose the same to Rtis's affiliated third parties or other media which includes but not limited to social media, physical media, advertisement, magazines, newspapers, blogs, forums, etc. for the purpose of including but not limited to marketing, promotion, operation, research and/or development of the Platform.
9. We take a serious view of Intellectual Property Rights' infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.
10. Without prejudice to the above, you agree not to reproduce, display or otherwise provide access to our Platform on another website or server, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission from us.
11. You may not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on our Platform.
Notices
1. For contractual purposes, you consent:
  1. to receiving communications from us via text messaging service on the Platform, e-mail, post, phone call or any other method we deem appropriate; and
  2. that any Terms and Conditions, agreements, policies, notices, disclosures and other communications that we provide to you via the methods stipulated above satisfy any legal requirement that such communications would satisfy if they were in writing.
2. Unless otherwise specified herein, all notices, requests or any other communication to or upon any of the Users shall be deemed to have been received:
  1. In the case of notices given via text messaging service on the Platform, immediately after the same has been communicated;
  2. in the case of notices given by e-mail, immediately after e-mail is sent to the last email address you provided to us;
  3. in the case of notices delivered by post, five (5) business days after the same is sent by post;
  4. in the case of notices posted on our Platform, on the date the notice was posted notice on our Platform;
  5. in the case of notices delivered through phone calls, immediately after the same has been communicated.
3. If you wish to communicate with us, you shall fill up the inquiry form provided on this Platform. We promise to give you a prompt reply upon receiving your inquiry form via one of our designated methods.
4. Notwithstanding the foregoing, we shall not be held responsible or liable for any non-delivery or delay of notices or communications under the clause herein.
Disputes
1. Any dispute that may arise between Users or between Users and third parties in relation to this Platform shall be resolved among the interested parties. Users shall resolve such issues at their own costs and shall jointly and severally indemnify us for any damage (if any) we suffer from such dispute, except in the case where such dispute is caused by our negligence.
2. In the event a dispute arises between you and us, you hereby agree to bear all of our costs which include but not limited to attorney fees incurred in relation to such dispute.
Governing Law and Jurisdiction
This Agreement is governed by, and construed in accordance with, the laws of Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Rtist with respect to the Platform and supersede all prior or contemporaneous understanding and agreements, whether written or oral, with respect to the Platform. This Agreement creates no third-party beneficiary rights.
How To Contact Us With Questions?
1. We welcome your feedback, suggestions and questions ("Feedback"). If you wish to contact us, or if this Agreement requires you to give notice to us in writing, please contact our support team using the Live Rtist Chat function or click "Contact Us" on the Platform
2. If you provide us with any Feedback, you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Effective Date: 28 June 2022

Introduction
1. These Terms of Use (this "Agreement") is a binding agreement between the client (collectively, "you" or "Client") and Rtist (hereinafter referred to as "Rtist", "we", "us" or "our", as the case may be). Rtist is owned and operated by Zeroo Sdn. Bhd. (Company No. 201501015933 (1141266-V)), a private limited company incorporated in Malaysia.
2. This Agreement and the Service Contract govern and regulate your access to and use of services, online facilities, tools, functions, features or any Content (as hereinafter defined in Clause 31.2) made available by us through our website http://www.rtist.co/ ("Platform").
3. Please read and understand this Agreement carefully before continuing to use the Platform as it contains important information regarding your legal rights and remedies. This Agreement should be read in conjunction with our Privacy Policy.
Consent
1. By connecting to and accessing or using the Platform, you:
  1. acknowledge that you have read and understood this Agreement;
  2. represent that you are of legal age to enter into a binding agreement; and
  3. accept this Agreement and agree that you are legally bound by its terms.
2. We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/or update this Agreement, and any policies or agreements which are incorporated herein at any time as we deem fit and with reasonable notice to you (for example, by posting an update on the Platform, or by emailing the updated Agreement to you). Such modifications, variations, amendments, changes and/or updates to this Agreement shall be effective upon the posting of an updated version on the Platform. You agree that it shall be your responsibility to review this Agreement regularly to ensure your understanding of this Agreement is current and you understand the Terms and Conditions that apply to your connection and access to, and use of, the Platform.
3. Your non-termination or continued use of our Platform after the effective date of any modifications, variations, amendments, changes and/or updates constitutes your acceptance of, and agreement to be bound by, the revised Agreement.
4. If you do not agree to this Agreement or with any subsequent modifications, variations, amendments, changes and/or updates, you must not connect to or access the Platform. If you have any questions regarding this Agreement, please consult a professional lawyer.
Description of our Platform
1. Our Platform is an online creative platform which connects Client (as defined below) looking for Creative Work to Talent (as defined below) listed on our Platform.
2. For the purposes of this Agreement, "Client" means an individual, company or business entity which engage Talents for creative services for Creative Work via the Platform; "Talent" means an individual, a studio or an agency which use the Platform and/or services to display and sell Creative Work to the Client; "Service Contract" means the contractual provisions between Client and Talent governing the creative service to be performed by Talent to Client; "Credit" means the payment made by the Client or Talent to unlock or access additional features on the Platform; "Client Wallet" means wallet which is used to purchase different types of credits to unlock, to access additional features on the platform, to purchase Creative Work or engage Talent's for creative services and others; "Terms and Conditions" means the terms and conditions set out in this Agreement; and "Creative Work" means the work product created by the Talent for the Client. Client and Talent are collectively known as "Users" in connection with the use of the Platform. Unless this Agreement requires otherwise, references to the singular shall include the plural and vice versa. The words "including" and "include" mean "including, but not limited to".
3. We provide the Users with the place and opportunity to discuss and transact directly for Creative Works and help facilitate the transactions between Users, which includes job posting, hiring Talent, communicating, issuing invoice and making payment. Through the Platform, Talents may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Talents that may offer the services they seek. However, Users are responsible to evaluate and determine the suitability of any project, proposal, Client or Talent on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Rtist is not a party to that Service Contract and we accept no obligations in connection with any such contract.
4. Clients and Talents may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, intellectual property assignment agreement, etc.) provided that any such agreements do not conflict with, narrow, or expand Rtist's rights and obligations under this Agreement.
5. Unless otherwise agreed by Rtist in a separate written agreement with you, we only offer information and a method to obtain Talent's services but do not and do not intend to provide any Creative Work ourselves and we have no responsibility or liability for any Talent's services provided to you by any Talent which includes implied warranties of merchantability, quality of Creative Work, fitness for a particular purpose and etc.
6. We are not involved in the dispute between the Users but we reserve the right to intervene where necessary in order to resolve the dispute.
7. We will not be involved in the execution of transactions such as cancellation, termination, return, guarantee, etc., unless otherwise specified in this Agreement.
8. If a Talent breaches any obligation to you, or causes any damages to you, your property or your rights, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a Service Contract or for any damages to your person, property or rights caused by a Talent.
9. We provide payment processing services through third party service providers on our Platform. For further information on Payment of Creative Work, please see Clause 8.
Representations, Identification and Authorisation of User Account
1. In order to access some of the features and services on the Platform, you shall create and register an account ("User Account") as a Client with us. The User Account facilitates your access to and use of the services on the Platform.
2. You acknowledge and agree that you will not be able to contact the Talent and engage Talent for services and/or place any job post before registration of a User Account with us.
3. You acknowledge and accept that the registration of a User Account on the Platform shall be made by you only, and you further agree that you shall maintain one account only under your personal and/or corporate information and you shall not apply for or register or maintain multiple accounts on the Platform.
4. By using the Platform, you expressly represent and warrant that (a) you are legally entitled to accept and agree to this Agreement; (b) you are at least eighteen (18) years old (if you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country, you must get permission from a parent or a legal guardian to open a User Account and that parent or legal guardian must agree to the Terms and Conditions of this Agreement. The parent or legal guardian will be responsible for all use of the User Account whether such account is currently open or created later by the minor; (c) you have not previously been suspended or removed from the Platform; and (d) your registration of the User Account and your use of the Platform are in compliance with all applicable laws and regulations.
5. Without limiting the generality of the foregoing, the Platform is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. You confirm that all personal data and contact details in relation to your identity is accurate, up to date, not misleading, and complete at all times; and that you will keep your account information accurate, up to date, not misleading and complete at all times. If we have reason to believe that your account information is untrue, inaccurate, out of date, misleading or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your User Account by giving you a notice in writing to the email address you maintained in your User Account.
6. You agree to provide us with all required documentation or information upon request through the Platform for us to comply with our internal policies, any applicable laws or guidelines or for any other reason as we may consider necessary or desirable from time to time.
7. By using the Platform, you represent and warrant that you have the right, authority and capacity to use the Platform and to abide by this Agreement. You agree that, in the event you are the authorised representative of an individual, partnership, agent, sole proprietor, company or entity, you (a) have obtained the lawful authority via written authorisation or consent from such individual, partnership, agent, sole proprietor, company or entity; and (b) agree to be bound by this Agreement on behalf of that individual, partnership, agent, sole proprietor, company or entity. You agree not to impersonate or represent intentionally or unintentionally, in any way whatsoever, any third-party, individual, partnership, agent, sole proprietor, company or entity without lawful authority; or otherwise provide, submit or present any false and/or misleading information to Rtist.
8. If, after your electronic acceptance of this Agreement, we find that you do not have the legal authority to bind such individual, partnership, agent, sole proprietor, company or entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right to (but undertake no duty to) require additional authentication from you.
9. You should take all necessary steps to ensure that your user ID/email address and password for the User Account are kept confidential and secure at all times from third parties, including but not limited to, not disclosing or cause to be disclosed your user ID and password through any means, and by restricting access to any device(s) linked to your use of the Platform, including but not limited to, computers, laptops and any mobile device owned by you or any third party. You should inform us immediately if you have any reason to believe that your user ID or password for the User Account has become inadvertently known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
10. You hereby expressly warrant that you are responsible for all activities that occur under your User Account, regardless of whether you are the one who undertakes such activities. This includes any unauthorised access and/or use of your User Account.
11. If we have reason to believe that there is likely to be a breach of security, unauthorised use of your User Account or misuse of the Platform, we may require you to change your password to the User Account or we may suspend your User Account pending investigation. You hereby release and hold us harmless from any and all claims and causes of action arising out of or resulting from any unauthorised use of your User Account. You shall also indemnify us if we suffer any damage from any such unauthorised use of your User Account.
12. We reserve the right, in our sole and absolute discretion, to reject your application for User Account registration on our Platform if:
  1. you did not comply with the requirements set forth in Clause 4.4;
  2. your User Account had been previously suspended from this Platform due to violation of any of the Terms and Conditions of this Agreement;
  3. you have submitted false or inaccurate information in your application;
  4. you have committed or we have reasonable grounds to believe that you have high plausibility to commit an act which interferes the operation, management and development of this Platform or the enjoyment of the same by other Users;
  5. you have committed or threaten to commit or we have reasonable grounds to believe that you have high plausibility to commit an act which might constitute a legal offence pursuant to the laws of Malaysia;
  6. we have reasonable grounds to believe that you are a foreign politically exposed person (“PEP”); or
  7. if you fall into such other reasons or commit any other act we deem as inappropriate.
13. You are responsible to immediately reflect any change to your registered information and to manage and sustain such record to be accurate and updated at all times. We will deem the recorded information to be your latest status and will disregard any change of your information that is not reflected in the registered data. Nonetheless, all transactions and procedures initiated prior to the approval of such application for changes may be processed under the old data and will be deemed as valid.
14. We disclaim all liabilities that may arise from any application or changes made by you, or from our denial to approve any of the foregoing.
Terms of Use for Client
1. By using the Platform, you agree that:
  1. you will only use the Platform for lawful purposes;
  2. you will not permit or enable third parties to use your User Account;
  3. you will not assign, transfer or otherwise render accessible your User Account to any other person;
  4. you will not use the User Account of a third party;
  5. you will comply with all relevant legislation when using the Platform, and you will only use the Platform for the purpose for which it is intended to be used;
  6. you will not access the Platform without using the interface provided by us;
  7. you will not use the Platform to cause annoyance or disruption;
  8. you will not impede the correct operation of the network to our Platform;
  9. you will provide Rtist with proof of identity as it may reasonably request or require; and
  10. you will provide accurate, current and complete information as required for the Platform and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times prior to termination of your User Account for any reason.
2. To facilitate the whole transaction, you shall provide us the required details when you register the User Account such as name, phone number, email address, company details, location and other relevant information which we may need from you, depending on whether you are an individual user or a company or a business entity.
3. In relation to Clause 8 below, you shall make full or partial payment (as the case may be) upon accepting a proposal when hiring a Talent. Otherwise, your request will not be processed successfully if:
  1. payment is not made in accordance with our prescribed method;
  2. payment is not completed within the stipulated time; or
  3. payment could not be completed due to the suspension of your credit/debit card or your bank account is suspended.
4. You shall not solicit or request payment methods other than the methods designated by us.
5. You shall not request Talent to start work before payment process is completed and approved by us.
6. We may enable you to post ratings or reviews of the Talents and/or their services on the Platform ("Reviews").
7. By posting a Review, you acknowledge and agree that such content:-
  1. is based upon your first-hand experience with the Talent or service that is the subject of the Review;
  2. is accurate, truthful and complete; and
  3. is not defamatory, trade libellous, or otherwise in violation of the Terms and Conditions in this Agreement, all as determined by us in our sole and absolute discretion.
The Transaction
1. A Service Contract is formed at the point when you accepted the proposal made by the Talent and made the agreed payment. You acknowledge and agree that that act of Talent making proposal to you shall only constitute an offer which shall be subject to your acceptance in your sole discretion.
2. After you have accepted the proposal offered by a Talent and completed the payment for the Creative Work, we may send you a confirmation email as acknowledging receipt of your engagement or a page will be displayed on the Platform confirming that you have successfully hire a Talent. We will simultaneously inform the Talent when we receive payment from you. Consequently, this shall constitute a Service Contract entered into directly between you and the Talent and you agree that Rtist accepts no obligations or liabilities in connection with any such Contract to which Rtist is not a party. Unless expressly stated otherwise in this Agreement, parties to such contracts shall be entirely responsible for the Service Contract entered into between them. Neither parties shall transfer, secure or otherwise dispose of the rights and obligations generated under the Service Contract to a third party without the other party's prior written consent.
3. If you intend to cancel the transaction before Talent starts work, you need to submit a request in writing to us or directly to the Talent before the Talent starts work. If you submit a request to us, we will notify the Talent of such request which the Talent shall then endeavour to give effect to on a commercially reasonable effort basis. We may, subject to our sole discretion, make a full refund to you (after deducting 5% administrative fee from the payment).
4. After the Talent starts work and before Talent submits the Creative Work, you shall not cancel the transaction unless there is a mutual consent between you and the Talent. When such consent is achieved, the Talent will notify us on such cancellation and we will refund you the amount as agreed between you and the Talent. In the absence of an agreed refund amount, we will refund 50% from the payment to you (after deducting 5% administrative fee from the payment).
5. Notwithstanding Clause 6.4, we may, subject to our sole and absolute discretion, refund the full payment to you in specific circumstances such as the death of the Talent, the inability of the Talent to perform the creative service due to sudden and medically documented physical or mental disability and etc.
6. Upon the payment being successfully made and confirmed, the Talent shall make necessary arrangement to start the Creative Work and shall complete the work within the stipulated deadline as stated in the agreed proposal or any agreed extended timeline between you and the Talent. After the Talent delivers the Creative Work to you, it is your duty to review the Creative Work and decide whether to accept or revise the Creative Work up to the maximum number of revisions as stated in the proposal.
7. A transaction is completed when the Creative Work is duly accepted by you upon clicking the accept button on the Platform ("Completion of Transaction") ("Date of Delivery"). The transaction will be deemed to be completed if you did not respond after seven (7) days from the Date of Delivery.
8. All complaints on delivered Creative Work or any other problem that arise between the Client and the Talent shall be directly solved between them. Alternatively, the Client may notify us within seven (7) business days from the Date of Delivery and we reserve the right to participate in the discussion. In the case of dispute, the Talent shall be given two chances to rectify the complaint. If after two rectifications, the Creative Work still not fulfil the agreed job scope or not within the acceptable industry standard, we will refund you the amount as agreed between you and the Talent. If there is no mutual consent on the refund amount, we will refund 50% of the payment to you (after deducting 5% administrative fee from the payment).
9. All disputes shall be raised within seven (7) business days from the Date of Delivery. After that, we reserve the right not to entertain or respond to any dispute.
10. If the dispute process stipulated herein does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that we will not and is not obligated to provide any dispute assistance beyond what is stipulated here.
11. Notwithstanding the above, we reserve the right to cancel any Service Contract entered between Users in any kind of situation that we deem necessary to cancel the Service Contract.
12. In the event that you are entitled to any refund in accordance with this Clause 6, you are prohibited from using the Creative Work, in any and all circumstances.
Price
1. The price of the Creative Work shall be the price as displayed on the Platform at the time when you decide to hire a Talent. The price is exclusive of any applicable sales and services tax ("SST") or similar tax which the Client shall be liable to pay to Rtist in addition to the price (where applicable).
2. We may provide payment protection in the form of refund to you in the case where the Talent does not fulfil the agreed job scope and/or the Creative Work does not fall within the acceptable industry standard (as determined by us).
Payment of Creative Work
1. All payments shall be made to Rtist. The Client acknowledges that Rtist is entitled to collect payments from Client on behalf of the Talent.
2. The Client is required to make full or partial payment (as the case may be) for the Creative Work pursuant to the various payment methods provided by Rtist at the time of hiring the Talent. The Terms and Conditions applicable to each type of payment, as contained in this Agreement, shall be applicable to the Service Contract.
3. We provide payment processing services through third party service on our Platform. All credit card and debit card payments on our Platform are processed through secure and trusted payment gateways managed by leading banks.
4. In addition to any additional terms contained in this Agreement, the following terms shall also apply to the following types of payment:
  1. Credit Card payment option is available for all Clients. Rtist accepts all Visa and MasterCards, both Credit and Debit, and is 3D Secure (Verified by Visa, and MasterCard Secure) enabled. All your credit card information is protected by means of industry-leading encryption standards. You acknowledge and agree that additional charges may apply depending on your bank's credit card policy, and/or if you are using a non-Malaysian issued card due to Foreign Exchange; or
  2. Rtist accepts all Malaysian Visa and MasterCard debit cards subject to bank availability. All debit card numbers shall be protected by means of industry-leading encryption standards.
5. You may only change your preferred mode of payment for your purchase prior to making payment.
6. Client may not claim against Rtist for any failure, disruption or error in connection with the Client's chosen payment method. Rtist reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to the Client or giving any reason.
7. We take no responsibility and assume no liability for any loss or damages to you arising from payment information entered by you or wrong remittance by you in connection with the payment. We reserve the right to check whether you are duly authorised to use certain payment processing service, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.
Non- Circumvention
1. You agree to use the Platform as your exclusive method to make all payments for Creative Work sought or secured from the Platform and not to circumvent the payment methods provided by the Platform.
2. You agree to notify us immediately if a person suggests to you making payments other than through the Platform. If you are aware of a breach or potential breach of this non-circumvention clause, please contact our support team using the Live Rtist Chat function or click "Contact Us" on the Platform.
3. You acknowledge and agree that a breach of this Clause 9 constitutes a material breach of this Agreement and we reserve the right to permanently suspend your User Account.
4. You shall bear your own risk if you decide to circumvent us and to engage Talent separately, we shall not be responsible for any non-performance or bad performance of Talent and you shall not be entitled to any payment protection in Clause 7.2 or any refund in Clause 6.
Delivery of Creative Work
1. The Talent shall deliver the Creative Work to the Client by uploading the Creative Work onto the Platform at the designated place and at the time or within the period of time as indicated ("Agreed Delivery Date"). If the delivery time is being extended, the Creative Work shall be delivered within the agreed extended time.
2. All delivery of Creative Work will be carried out in accordance with Clause 10.1, however, If the Users agreed that the delivery shall be in the form of physical delivery, Talent shall arrange for transportation of the Creative Work, at the Client's expense, unless otherwise agreed.
3. All deliveries by the Talent shall be at the sole discretion and responsibility of the Talent. Should the Talent become aware that he or she will not be able to deliver the Creative Work at the agreed date of delivery or within the extended agreed time, the Talent shall without delay notify the Client of this, explain the reasons for the delay and state the time at which it is estimated that the delivery can be made. Furthermore, the Client shall, by serving a written notice to the Talent, be entitled to demand performance within a specified time thereafter and such specified time shall be no less than fourteen (14) days, failing which the Client shall be entitled to terminate the Service Contract and claim a refund.
Intellectual Property in the Creative Work
1. By delivering the Creative Work to the Client, the Talent irrevocably agrees to grant to the Client an exclusive (also excluding Talent), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialise Creative Work in any manner now known or in the future discovered.
2. Any copyrightable works prepared by Talent for Client shall be owned by the Talent until full payment has been made by the Client and accepted by the Talent.
Credit and Promotional Code
1. To unlock or access additional marketing features such as adding urgent icon to your job advertisement, job featured, unlock basic talent's contact details and other purposes in the Platform, you are required to top up Credit in your Client's wallet. All Credit will only be valid for one (1) year from the date of your last purchase or spend, whichever the later. The expiry date set out on the Platform or in the email we send to you shall serve as conclusive evidence of the expiry date of your Credits. Rtist shall have the right to deal with the expired Credits in such manner as it deems fit in its absolute discretion including forfeiting such Credits.
2. We may, in our sole discretion, create promotional codes that may be redeemed when you top up your Credit, subject to any additional terms that we establish on a per promotional code basis ("Promo Codes"). You agree that the Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Rtist; (c) may be disabled by Rtist at any time for any reason without liability to Rtist; (d) may only be used pursuant to the specific terms that Rtist establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. We reserve the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that we determine or believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in breach of the applicable Promo Code terms or this Agreement.
Specific Restrictions:
1. You agree that you shall only use the Platform for reasonable and lawful purposes.
2. You must not do or attempt to do anything that is unlawful, prohibited by any laws applicable to the Platform, which we would consider inappropriate, or which might bring us or the Platform into disrepute, including (without limitation):
  1. requesting, demanding, or receiving free services, including requesting Talent to submit work as part of the proposal;
  2. attempting to falsify, manipulate, or coerce Talent by threatening to give negative review;
  3. misusing the Feedback feature to express views unrelated to the work, such as political, religious, or social commentary;
  4. using the Platform in any way that is or may be damaging to the Platform, including hacking or trying to steal other users' information (including user ID and password) from the Platform;
  5. tampering with or modifying the Platform, knowingly transmitting viruses, worms or other disabling features, or damaging or interfering with the Platform, including (without limitation) using trojan horses, viruses, timebombs, keystroke loggers, spyware or other similar feature or piracy or programming routines that may damage or interfere with the Platform;
  6. using the Platform in any way that interferes with any user's access to the Platform;
  7. using the Platform contrary to applicable laws and regulations, or in any way which may cause harm to the Platform, or to any person or business entity;
  8. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Platform or data regarding other users, including e-mail addresses, without our consent;
  9. anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
  10. using the Platform to defame, harass, threaten, menace or offend any person;
  11. posting or transmitting any vulgar or obscene contents;
  12. posting or transmitting false information;
  13. using the Platform to send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
  14. modifying, copying, adapting, reproducing, making derivative works of, dissecting, decompiling, disassembling, reverse compiling or reverse engineering any part of the Platform;
  15. otherwise deriving or determining or attempting to derive or determine the source code (or algorithms, structure or organisation) of any software underlying the Platform;
  16. interfering with, disrupting, or creating an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such servers or networks;
  17. attempting to gain unauthorised access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;
  18. accessing the Platform in order to build a similar or competitive application or service;
  19. advertising on the Platform to recruit Talents to join similar or competitive website or company;
  20. using software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and/or
  21. instructing, authorising, facilitating or assisting a third-party to do any of the above acts; and/or
  22. any act or omission which we deem inappropriate.
3. Certain areas of the Platform are restricted from being accessed by you and we may further restrict access by you to any areas of the Platform, at any time and from time to time, at our absolute discretion.
4. You are prohibited from using the Platform, including the Content, in any way that competes with our business.
Collection and Use of Your Information
1. You acknowledge that when you access and use the Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Platform. You may also be required to provide certain information about yourself as a condition to accessing and using the Platform or certain of its features or functionality. All information we collect through or in connection with the Platform are subject to our Privacy Policy.
2. We will process and may disclose personal data including sensitive personal data (as defined in the Personal Data Protection Act 2010) relating to you and/or your affiliates in accordance with our Privacy Policy and all applicable laws, and you hereby consent to the processing and disclosure of such data. You agree to keep us informed of any changes to your personal data at all material times. In any event, should any such necessity arise to obtaining the consent, authorisation or permission of any of your affiliates in relation to the processing and disclosure of their personal data, including sensitive personal data (as defined in the Personal Data Protection Act 2010), then such consent, authorisation or permission is deemed to have been obtained by you unless communicated otherwise to us.
3. Certain services or functionalities made available via the Platform are and may be delivered by third party sites and organisations. By using any service or functionality originating from http://www.rtist.co/, you hereby acknowledge and consent that Rtist may share such information and data with any third party with whom Rtist has a contractual relationship with to provide the requested service or functionality on behalf of users and Clients of the Platform.
Updates
1. You acknowledge and agree that, from time to time, the Platform may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, schedule downtime for maintenance, upgrade and update, repairs or replacements that we may undertake from time to time at our sole discretion.
Additional Reservation of Rights
1. Where applicable, we expressly reserve the right to deny, cancel, terminate, suspend, lock or modify access to (or control of) any User Account or the provision of the services for any reason (as determined by us, in our sole and absolute discretion), including, but not limited to, the following:
  1. to correct mistakes made by us in offering or delivering any services;
  2. to protect the integrity and stability of, and correct mistakes made by, any of our partners;
  3. to assist with our fraud and abuse detection and prevention efforts;
  4. to comply with court orders against you and any applicable local, state, national and international laws, rules and regulations;
  5. to comply with requests of law enforcement, including subpoena requests;
  6. to comply with any dispute resolution process;
  7. to defend any legal action or threatened legal action without consideration of whether such legal action or threatened legal action is eventually determined to be with or without merit; and/or
  8. to avoid any civil or criminal liability on the part of us, our officers, directors, employees and agents, as well as our affiliates (if applicable), including, but not limited to, instances where you have sued or threatened to sue us.
Third-Party Materials
1. The Platform may use, display, include or make available third-party content (including data, information, applications and other services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials").
2. You acknowledge and agree that we do not control and are not responsible for the Third-Party Materials, including but not limited to, their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The inclusion of Third-Party Materials on the Platform does not imply any endorsement by Rtist of the Third-Party Materials or those in control of them.
3. We do not assume and will not have any liability or responsibility to you or any other person or entity in respect of any Third-Party Materials.
4. Third-Party Materials and links thereto are provided solely as a convenience to you. You access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
5. Information on the many web pages that are linked to the Platform comes from a variety of sources. Some of this information comes from official Rtist licensors, but much of it comes from unofficial or unaffiliated organisations and individuals, both internal and external to Rtist. Rtist does not author, edit or monitor these unofficial pages or links. You acknowledge and agree that Rtist shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, services, advertising or other materials available on such external sites or resources.
Third-Party Interactions
1. During your use of our Platform, you may enter into correspondence with, purchase services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their services through our Platform.
2. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.
3. We, our affiliates and licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party.
4. We do not endorse any sites on the Internet that are linked through our Platform, and in no event, shall we or our licensors be responsible for any content, services or other materials on or available from such sites or third-party service providers.
5. We provide the Platform to you pursuant to this Agreement. You recognise, however, that certain third party merchants or service providers may require your agreement to additional or different terms of use prior to your use of or access to such or services, and we are not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third-party service providers.
Third Party Software and Application Programming Interface ("API")
We may use third party software and APIs when providing services on the Platform. We do not guarantee the reliability of such third-party software or APIs. You agree that we are not liable for any loss or damage whatsoever incurred or suffered by you arising out of our use of such third-party software or APIs.
Indemnity
1. You agree to indemnify, defend and hold harmless and keep indemnified, defended and held harmless Rtist and its licensors, officers, partners, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of investigation and enforcement of this indemnity and reasonable advocates and solicitors' fees, arising from or relating to your use or misuse of the Platform or the placement or transmission of any message, information, software or other materials through the Platform by you or users of your User Account or related to any breach of this Agreement by you or users of your User Account.
2. Except in cases caused by our gross negligence or wilful misconduct, we will not indemnify you for any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind suffered by you in relation to this Platform, including but not limited to termination or modification of this Platform, termination of your User Account, deletion of any information, loss of data and software failure etc.
Disclaimer of Warranties
1. The Platform is provided to you on an "as is where is" basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Rtist, on its behalf and on behalf of its affiliates (if applicable), licensors and its service providers, expressly disclaims all:
  1. conditions and warranties, whether express, implied, statutory or otherwise, with respect to the Platform including but not limited to the commercial and non-commercial merchantability, quality of Creative Work, fitness, purpose, title, non-infringement and any implied terms and warranties of the Platform;
  2. representations, by any means, as to the availability, accessibility, uninterrupted access, operation, performance of the Platform or any other services accessed via the Platform; and
  3. indemnification arising from course of dealing or course of performance in connection with this Agreement.
2. No information, material or any content available through the Platform will create any warranty that is not expressly stated in this Agreement. You assume all risk for any damage that may result from your use of or access to the Platform, and any material or content available through the Platform.
3. From time to time, there may be information relating to the service description, pricing and/or availability that contain typographical errors, inaccuracies or omissions. The Talents reserve the right to correct, edit or change any such information relating to their profile on the Platform, and Rtist does not warrant or guarantee the accuracy, completeness or adequacy of any such information or material contained in the Platform while we strive for accuracy in the services provided. Nonetheless, we reserve our rights to terminate any Talent's User Account which displays and provides inaccurate information.
4. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
5. You acknowledge and agree that we do not endorse or recommend; we are not an agent and have no control over any services advertised through our Platform, and we hereby expressly disclaims all liabilities and responsibilities arising in relation to any services whether available or advertised through our Platform.
6. Reviews and ratings of the Talents and/or their services on the Platform are solely the opinions of the Clients that post them. None of the Reviews contain or reflect any opinions or views of Rtist.
7. You agree that all statements, offers, information, opinions, materials, content, and third party services, from other users and from advertisers should be used, accepted and relied upon only with care and discretion and at your own risk, and we shall not be responsible for any loss, damage or liability suffered by you arising from such use or reliance.
8. Whilst we use reasonable efforts to ensure that our online platform is free from viruses and other malicious or harmful content, we cannot guarantee that your use of the Platform (including any content on it or any website accessible from it) will not cause damage to your computer or any other device. Except if required by applicable law, we shall not be liable to you for any loss or damage, which you may suffer as a result of viruses or other malicious or harmful content.
Limitation of Liability
1. To the fullest extent permitted by law, in no event shall Rtist, its affiliates and its respective licensors, associated companies, directors, shareholders, officers, employees, servants, suppliers, representatives, agents or assigns, be liable under any circumstances for any indirect, incidental, special, exemplary, punitive, or consequential damages, personal injury, property damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (“Liability”) suffered by you or any third party, arising from or in connection with: (a) your use or misuse of the Platform and/or the content and/or any inaccessibility of, interruption to or outage of the Platform and/or any loss or corruption of data and/or the fact that the content is incorrect, incomplete or out-of-date; (b) any transaction or relationship between you and any Talent even if we have been advised of the possibility of such damages.
2. We shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control. Access to, and use of, the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Platform), or the loss of data that results from the use of the Platform or the download or use of any Content.
3. You agree that Rtist has no liability or responsibility for the deliberate or accidental deletion, failure to store, theft, misappropriation or loss, by any means, of any data due to your actions in using the Platform including failure to apply strong passwords. Furthermore, we shall not be responsible for any loss, damage, claim or liability arising, directly or indirectly from your failure or omission to protect your credentials from being seen by other persons or otherwise obtained by other persons when you enter your payment details online, or from your failure to provide accurate information in the course of the online payment process or any other reasons in connection with the specified mode of payment.
4. For the avoidance of doubt, Rtist is not liable and shall not be liable for the acts or omissions of other providers of telecommunications services or for faults in or failure of their networks and equipment.
5. Any information or material included in the content of the Platform is provided for informational purposes only and is not intended to constitute professional, regulatory, legal or other advice. Any decision made or action taken by you based on the content is at your sole responsibility and liability. We will not bear responsibility of any kind regarding such information.
6. Rtist has no special relationship with or fiduciary duty to you or any other third party. You agree and acknowledge that it is your responsibility as a Client to ensure that you engage the Talent which suits your needs. You acknowledge that Talent providing Creative Works on the Platform may not be professionally licensed. We shall not be responsible for any loss, damage, claim or liability arising, directly or indirectly as a result of any decision made by you.
7. You acknowledge and confirm that you have sought independent legal advice from professional legal advisors with regard to all the matters provided for in this Agreement and agree that your failure to obtain such advice shall not be used as a defence to the enforcement of the Terms and Conditions under this Agreement.
8. In the event that any limitation or exclusion of liability in this Agreement is not enforceable, our total liability for any claim arising out of or relating in any manner to the access and/or use (or inability to access and/or use) of the Platform is limited to the total fees paid by, or received by you to/from Rtist during the six (6) months prior to the time such claim arose. We do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
Termination
1. This Agreement is effective and will continue to apply to you unless and until it has been terminated.
2. We reserve the right to terminate this Agreement, suspend your User Account and/or access to the Platform with or without notice and for any reason, including, without limitation, breach of any of the terms in this Agreement, without prejudice to any other rights or remedies available to Rtist under this Agreement or provided by law. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
3. Upon termination or suspension, regardless of the reasons therefore, your right to use our Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your User Account and all related information and files in your User Account and/or bar any further access to such files or our Platform. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
4. Should you wish to terminate this Agreement or suspend your User Account with us, you may make a request to us using the account termination function on the Platform. You will be able to terminate your User Account provided that all previous transactions (including orders, payments, deliveries) made by you have been completed.
5. All clauses in this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement, and shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
Right to Investigate
1. We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of this Agreement or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.
2. In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any information necessary or appropriate to such persons relating to your profile, e-mail address, usage history, posted materials, IP addresses and traffic information.
3. We may, from time to time, undertake due diligence checks on you which we provide ongoing services. Should any of our checks result in the discovery of illegal or unethical conduct, we reserve the right to terminate the provision of our services to you, your access to, or use of, the Platform, without notice and without a refund.
Force Majeure
1. You acknowledge and agree that we have no control over the availability of the Platform on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. We are not responsible or liable for failure or delay of performance caused by act of war, hostility, or sabotage; act of God; act of governmental authority; electrical, internet or telecommunication shortage or outage; interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; national, state, or local government restrictions or intervention, epidemic, diseases, medical outbreak or any other event that is beyond our reasonable control, whether foreseeable or not ("Force Majeure Event").
2. Where the access to the Platform is interrupted or we are unable to perform the services offered on the Platform for a continuous period of more than thirty (30) calendar days by reason of a Force Majeure Event, either party shall have the right to terminate this Agreement.
Invalidity and Severability
1. If any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:
  1. such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
  2. the remaining provisions of this Agreement shall remain in full force and effect; and
  3. the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.
Assignment
1. You may not assign, transfer or sub-contract any of your rights and obligations under this Agreement to any other person without our prior written consent. Any assignment, transfer, or sub-contraction which is made without such prior written consent shall constitute a breach of this Agreement.
2. We may assign, transfer or sub-contract all or any of our rights and obligations under this Agreement (whether in whole or in part) at any time without your consent to:
  1. our subsidiary or related/affiliated company;
  2. an acquirer of our equity, business or assets; or
  3. a successor by merger.
Waiver
If a party waives any right under this Agreement, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in this Agreement does not operate as a waiver of another breach of the same term or any other term.
Equitable Remedies
You acknowledge that the rights granted, and obligations made under this Agreement to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us, and which cannot be replaced by monetary damages alone. As such, we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
Access to the Platform
1. You shall be responsible to prepare, place and operate at your own cost the computer devices, smart devices, software, telecommunication line and other devices, equipment and/or facilities ("Technology Tools") necessary for you to assess our Platform.
2. You acknowledge that you may be connected through various networks when accessing to this Platform. Depending on the device and original network you use, the data and signals may be converted to different forms while connected or transmitted through such various networks. In this circumstance, we will not be liable for whatever that may arise from this situation.
3. All procedures you perform on this Platform via the Internet which include but not limited to data input, connecting and communicating with Talent and termination of User Account etc., shall be deemed as completed and effected at the time the applicable data is transmitted to our server and is properly reflected on our system.
Intellectual Property Rights
1. For the purposes of this Clause 31 "Intellectual Property Rights" means all applicable rights, title, interests and benefits including, without limitation, patents, copyrights, trademarks, trade secrets, trade names, know-how, logos, patents, inventions, registered and unregistered design rights, copyrights, technology, databases, database rights and all other similar intellectual property rights.
2. Save and except where expressly provided for under the terms and conditions of this Agreement, we and/or our licensors have valid, unrestricted and exclusive rights, title and interest of the Intellectual Property Rights on the Platform and the texts, graphics, logos, icons, images, documentations, audios, videos, software, page layout, underlying code, data compilations, materials and any other form of information capable of being stored in a computer that contained in or published on the Platform (collectively, the “Content”). By allowing you to access and use the Platform, Rtist does not grant, by implication, estoppel or otherwise, any licence or other authorisation to you in respect of the Platform’s Intellectual Property Rights, nor allow you to use or exploit the same in any way.
3. Subject to your complete and ongoing compliance with all the Terms and Conditions of this Agreement and payment of all applicable fees, Rtist hereby grants to you a limited, personal, restricted, non-exclusive, non-transferable, non-sublicensable, and revocable license, subject to this Agreement, to access and use the Platform and the Content in accordance with this Agreement. All other uses are prohibited without our prior written consent.
4. Your use of and access to the Platform and the Content does not grant or transfer to you any rights, title or interest in relation to the Platform or the Content. You must not:
  1. copy or use, in whole or in part, any Content;
  2. reproduce, retransmit, distribute, disseminate, sell, resell, publish, broadcast or circulate any Content to any third-party, unless otherwise indicated on the Platform or unless given express written permission to do so by Rtist; and
  3. breach any Intellectual Property Rights connected with the Platform or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content.
5. You may view and temporarily store material from the Platform in your browser's cache.
6. You undertake not to use any robot, spider, other automatic device, or manual process to monitor materials available through our Platform.
7. If you violate any portion of this Agreement, your permission to access and use the Platform may be terminated immediately pursuant to this Agreement. Additionally, we reserve the right to avail ourselves of all remedies available at law and in equity for any such violation.
8. We take a serious view of Intellectual Property Rights' infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.
Copyright Complaint
1. We respect the intellectual property of others and expects you to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please provide the following details to us:
  1. identify the intellectual property right that is allegedly infringed. All relevant registration numbers, certificates or a statement concerning the ownership of the work, should be included;
  2. a statement specifically identifying the location of the infringing material, with enough detail that we may find it on the Platform. It is insufficient to merely provide a top level URL;
  3. your name and contact information such as address, telephone number and e-mail address;
  4. a statement by you that you have a good faith in believing that the use of the allegedly infringing material is not authorised by the owner of the rights, or its agents, or by law;
  5. a statement by you that the information in your notice is accurate, and that you are the copyright owner or authorised to act on the copyright owner's behalf; and
  6. an electronic or physical signature of the owner of the copyright or the person authorised to act on behalf of the owner of the copyright interest.
2. Upon investigation and we decide that there was indeed an infringement of intellectual property, we may remove or disable access to the material claimed to be the subject of infringing activity or suspend the User Account of the infringer.
3. You agree and acknowledge that you may be liable for damages, including costs and solicitor fees if you misrepresent that an activity is infringing upon your copyright or other intellectual property right.
Trademark Information
1. All trademarks, logos and service marks ("Marks") displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third-party which may own the Marks. All rights are reserved.
2. All Content on the Platform are works protected under the Copyright Act 1987.
3. Subject to the exceptions stated in this Agreement, Users are strictly prohibited from carrying out any of the following acts without the prior written consent from us:
  1. modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, transferring, downloading, posting, creating derivative works from, framing and using on any other website, the Content; and
  2. transferring and/or selling any information, software, users list, database or other lists, compilations, services provided through or obtained from us or from our Platform including but not limited to, the texts, graphics, logos, photos, audio files and visual files.
4. No part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, for republication, distribution, assignment, sublicense, sale, and preparation of derivative works or other use other than for your personal use only. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.
5. We take a serious view of Intellectual Property Rights' infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.
6. Without prejudice to the above, you agree not to reproduce, display or otherwise provide access to our Platform on another website or server, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission from us.
7. You may not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on our Platform.
Notices
1. For contractual purposes, you consent:
  1. to receiving communications from us via text messaging service on the Platform, e-mail, post, phone call or any other method we deem appropriate; and
  2. that any Terms and Conditions, agreements, policies, notices, disclosures and other communications that we provide to you via the methods stipulated above satisfy any legal requirement that such communications would satisfy if they were in writing.
2. Unless otherwise specified herein, all notices, requests or any other communication to or upon any of the Users shall be deemed to have been received:
  1. in the case of notices given via text messaging service on the Platform, immediately after the same has been communicated;
  2. in the case of notices given by e-mail, immediately after e-mail is sent to the last email address you provided to us;
  3. in the case of notices delivered by post, five (5) business days after the same is sent by post;
  4. in the case of notices posted on our Platform, on the date the notice was posted notice on our Platform;
  5. in the case of notices delivered through phone calls, immediately after the same has been communicated.
3. If you wish to communicate with us, you may contact our support team using the Live Rtist Chat function or click "Contact Us" on this Platform. We promise to give you a prompt reply upon receiving your inquiry form via one of our designated methods.
4. Notwithstanding the foregoing, we shall not be held responsible or liable for any non-delivery or delay of notices or communications under the clause herein.
Disputes
1. Any dispute that may arise between Users or between Users and third parties in relation to this Platform shall be resolved among the interested parties. Users shall resolve such issues at their own costs and shall jointly and severally indemnify us for any damage (if any) we suffer from such dispute, except in the case where such dispute is caused by our negligence.
2. In the event a dispute arises between you and us, you hereby agree to bear all of our costs which include but not limited to attorney fees incurred in relation to such dispute.
Governing Law and Jurisdiction
This Agreement is governed by, and construed in accordance with, the laws of Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Rtist with respect to the Platform and supersede all prior or contemporaneous understanding and agreements, whether written or oral, with respect to the Platform. This Agreement creates no third-party beneficiary rights.
How To Contact Us With Questions?
1. We welcome your feedback, suggestions and questions ("Feedback"). If you wish to contact us, or if this Agreement requires you to give notice to us in writing, please contact our support team using the Live Rtist Chat function or click "Contact Us" on the Platform.
2. If you provide us with any Feedback, you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Effective Date: 28 June 2022

Introduction
1. This Service Contract is made between Client and Talent and relates to the Creative Work and the transfer of rights in Creative Work created and submitted using the Platform http://www.rtist.co/. It sets out the legally binding terms between Client and Talent for creative service unless a separate written agreement is entered into between them.
2. The Client once accepted the proposal made by the Talent and made the agreed payment through the Platform, the Client is deemed to accept this Service Contract. The Talent by sending a proposal to the Client who accepted and paid for the creative service is deemed to accept this Service Contract.
3. This Service Contract is effective as of the date of the payment made by Client through the Platform ("Effective Date").
4. The capitalized terms not otherwise defined in this Service Contract shall have the meaning set forth in the Client's and Talent's Terms of Use.
Description of the Platform
Rtist is an online creative platform which connects Client looking for creative service to Talent listed on the Platform, subject to the Client's and Talent's Terms of Use.
Delivery and Payment of Creative Work
1. Talent will deliver Creative Work to Client and Client will pay for the Creative Work as required in the Client's and Talent's Terms of Use.
2. The price of the Creative Work is specified on the Platform or in the invoice at the time where Client accepted the proposal and decided to hire Talent.
3. Talent agrees that he or she shall not be entitled to any payment from Client or any other party in respect of the Creative Work other than the payment stipulated on the Platform or in the invoice.
Assignment of Rights in Creative Work
1. Talent irrevocably and perpetually assigns to Client and his or her successors all rights, title and interest in and to the Creative Work and all intellectual property rights once Talent received the full payment from Client.
2. Talent acknowledges and agrees that pursuant to the rights granted to Client in accordance with Clause 4.1, Client shall have the sole and exclusive right to (and authorise others to):
  1. use, distribute, reproduce, communicate to the public or promote the Creative Work; and/or 4.2.2.
  2. adapt and/or alter the Creative Work.
3. Talent shall not use the Creative Work for his or her own purposes, sell or license the Creative Work to any other person once the right in Creative Work is assigned to the Client.
4. Notwithstanding Clause 4.3, Talent may use the Creative Work solely for promotional purposes by displaying the Creative Work as part of Talent's Portfolio on the Platform, unless otherwise objected by Client.
Termination
1. The parties may terminate this Service Contract by giving written notice to the other.
2. This Service Contract may be immediately terminated if there is a breach of the terms by either party.
3. This Service Contract will also be immediately terminated upon the death of Talent/Client, the inability of Talent to perform the creative service or deliver the Creative Work due to sudden and medically documented physical or mental disability, the liquidation, dissolution or discontinuance of Talent/Client’s business.
4. Notwithstanding Clauses 5.1, 5.2 and 5.3, the Party that wishes to terminate this Service Contract shall inform Rtist of its intention to terminate using the Live Rtist Chat function or click Contact Us on the Platform, as soon as reasonably practicable.
5. If the Creative Work is unsatisfactory, the Talent shall be given two (2) chances to rectify or modify the Creative Work before Client is entitled to terminate this Service Contract.
Indemnities
1. Talent will defend, indemnify, and hold harmless Client from and against all claims, suits, actions, costs, expenses, damages, losses, and liabilities based on any claim that the Creative Work infringes or misappropriates a third party's intellectual property right. Notwithstanding this, Talent is under no obligation to indemnify the Client if the infringement or misappropriation was caused by or contributed to by the acts of the Client.
2. Talent and Client hereby releases, and will defend, indemnify, and hold harmless Rtist and its third-party providers (if any) against any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities that may arise as a direct or indirect consequence of a breach of this Service Contract by either party.
Warranties
1. Talent warrants and represents that:
  1. talent has the right, power and authority to enter into this Service Contract;
  2. the Creative Work is an original copyright work of the Talent, if any part of the Creative Work is owned by a third party, Talent has obtained all licences, consents and/or permissions required to permit Talent to use or reproduce such part;
  3. the Creative Work does not infringe the intellectual property rights or any other rights of any person; and
  4. the Creative Work is not the subject of any claim, demand, action or legal proceeding or to Talent’s knowledge, any potential or pending claim, demand, action or proceeding.
2. Client warrants and represents that:
  1. Client has the right, power and authority to enter into this Service Contract.
Acknowledgement
1. Talent and Client both acknowledge that:
  1. Rtist is not a party to this Service Contract;
  2. Rtist is not responsible for and will not be liable in respect of any breach or failure to perform any terms of this Service Contract by Talent and Client; and
2. Rtist has no control over the quality of the Creative Work and the performance of Talent and does not accept responsibility for the acts or omissions of Talent and Client or other third parties in connection with the Service Contract.
Miscellaneous
1. This Service Contract constitutes the entire agreement between Talent and Client regarding the sale of the Creative Work.
2. Each party's failure to exercise or enforce any right or terms of this Service Contract shall not operate as a waiver of such right or terms.
3. If any terms of this Service Contract are found to be illegal, void or unenforceable, then those terms shall be deemed severable from this Service Contract and shall not affect the validity and enforceability of any remaining terms of this Service Contract.
4. Each party's relationship to the other is that of an independent contractor, and neither party is an agent or a partner of the other.
5. This Service Contract and the rights and obligations contained herein may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party's prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void. The terms of this Service Contract shall be binding upon the assignees.
6. This Service Contract shall be governed and construed in accordance with Malaysian laws, and the courts of Malaysia shall have exclusive jurisdiction to adjudicate any dispute which may arise.

Effective Date: 28 June 2022