This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the CELEBRIGHTTM marketplace platform offered by Wefresh Wellbeing Limited, doing business as CeleBright (“we”, “us”, or “CeleBright”), including our website (celebright.tech), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Platform”). “You”and “Talent User” refer to you as a talent user of the Platform.
PLEASE READ THESE TERMS CAREFULLY. By using our Platform as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,”etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Platform as a Talent User.
Table of Contents
Participation in the CeleBright Marketplace
Promo CELEBRIGHT Videos
Talent Referral Program
Copyright and Intellectual Property Policy
Third Party Content and Interactions
Business Relationship with CeleBright
Changes to our Platform
Termination and Reservation of Rights
Disclaimers and Limitations on our Liability
Arbitration Agreement and Waiver of Certain Rights
Changes to these Terms
Participation in the CeleBright Marketplace
a.Registration: In order to participate on our Platform, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Platform account and your use of our Platform. You are responsible for all activities that occur on or in connection with your Platform account and you agree to notify us immediately of any unauthorized access or use of your Platform account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Platform account.
i.Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that Organization is the authorized representative of the Affiliated Talent and agrees to these Terms.
b.Promotional Materials: At no cost to CeleBright, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Platform: (i) if you would like us to promote your participation on our Platform, three high resolution images of yourself; (ii) your Platform profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Platform. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for CeleBright’s use to promote you on or in connection with our Platform or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for CeleBright’s use will also be Promotional Materials under these Terms.
From time to time, a user of our Platform (“User”) may request one or more video recordings (each, a “CELEBRIGHT Video”) from you through our Platform.
a.While we hope you will fulfill a request within 72 hours of receiving it, you may have up to seven days (at CeleBright’s sole discretion) to complete and upload the CELEBRIGHT Video. If you do not either: (i) accept the request and upload the CELEBRIGHT Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a CELEBRIGHT Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Platform one CELEBRIGHT Video.
b.CeleBright retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled CELEBRIGHT Video request.
c.Each CELEBRIGHT Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday contents, congratulatory contents, or “Good luck!”contents). You will have sole discretion over the script and content of any CELEBRIGHT Video, except that you agree you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each CELEBRIGHT Video, unless otherwise requested by the User. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a CELEBRIGHT Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.
Promo CELEBRIGHT Videos
You may choose to offer CELEBRIGHT Videos for promotion of a local commercial entity, brand, or business (“Business”) through our Platform (each, a “Promo CELEBRIGHT Video”). Except as noted, each Promo CELEBRIGHT Video is a CELEBRIGHT Video under these Terms.
a.Booking Fee: You set your own price for each CELEBRIGHT Video and any other offering you choose to make available through the CeleBright marketplace platform (e.g., Promo CELEBRIGHT Videos) (each, a “Booking Fee”). The Booking Fee for each CELEBRIGHT Video must be at least HK$100.00.
b.Fee: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the Booking Fee actually received by CeleBright for each CELEBRIGHT Video or other CeleBright product offering that you created and delivered to fulfill to a User’s request that you accepted through our Platform, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by CeleBright after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”).
c.Fees and Payment Representations and Warranties: You represent and warrant that: (i) CELEBRIGHT Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from CeleBright to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any CELEBRIGHT Video, payment from us to you, or our Platform; (ii) CeleBright is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Platform; and (iii) CeleBright is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
d.Payment: You agree to register with the third party payment provider selected by CeleBright, which CeleBright may change in its sole discretion. You may not use a payment provider other than the one selected by CeleBright. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from CeleBright will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. CeleBright will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. Subject to the payment provider’s terms, payment will be made within approximately four weeks of receipt by CeleBright of the Booking Fee or Net App Booking Fee (as set forth in Section 4.a ). You acknowledge and agree that CeleBright does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 4.b). CeleBright will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by CeleBright. Unless otherwise agreed by CeleBright in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if CeleBright, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Platform, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
e.Currency: Payments via the payment provider are in H.K. dollars unless the payment provider permits you to choose another currency and you do so.
f.Fundraising: If you identify any entity on your booking page or elsewhere on our Platform as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Platform, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between CeleBright and the Charity, as we determine in our sole discretion.
Talent Referral Program
We offer Talent Users and others who register on our Platform as a talent referral source (“CeleBright Partner”) the opportunity to provide their friends, families, or other personal contacts the unique referral code we provide you (“Code”) that a prospective talent user may use to apply to register as a talent user on our Platform (“Referral Program”). To participate in the Referral Program, you must agree to the following Talent Referral Program Terms (“Referral Terms”), as well as the rest of these Terms:
a.CeleBright reserves the right to suspend or terminate the Referral Program or your participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the right to disqualify anyone from participating in the Referral Program at any time at our sole discretion. A violation of the Referral Terms may also result in the forfeiture of all Referral Fees (defined below) you earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and suspend your Platform account, modify the Referral Fee, or take other action in our sole discretion.
b.Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Platform as a Talent User or CeleBright Partner. The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of CeleBright may not participate in the Referral Program.
c.For every new user whose application to register as a Talent User on our Platform using your Code is accepted in writing by CeleBright (“Referred Talent”), CeleBright will pay you, for one year, beginning as of the date that the Referred Talent first created an account as a Talent User on our Platform using your Code, 5% of the Booking Fee actually received by CeleBright, except that in the case of a Booking Fee paid through the App, it is 5% of the Net App Booking Fee, for each CELEBRIGHT Video the Referred Talent creates and delivers to fulfill a User’s request accepted through our Platform during that one-year period (excluding any CELEBRIGHT Video for which no revenue was earned, and, at CeleBright’s discretion, any CELEBRIGHT Video to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Fee or Net App Booking Fee but is paid from CeleBright’s share of the revenue (as described in Section 4.b) and will be paid as described in Section 4.d Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if a new user does not use your Code when applying to register, has previously registered on our Platform (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Platform, or if anyone else has received or is receiving a Referral Fee from us in connection with that user, no Referral Fee will be due to you. You further acknowledge and agree that each Referred Talent may have only one referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Talent.
d.This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Talent that we suspect were generated through improper channels or otherwise in violation of these Referral Terms.
e.You represent and warrant that any messages you use to share your Code with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your Platform account and participation in this Referral Program. Registrations on our Platform by a Talent User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.
f.We reserve the right to deactivate your Platform account and any Referred Talent’s Platform account, cancel all related Referral Fees, and seek repayment, if we determine, in our sole discretion, that either you or the Referred Talent: (i) has tampered with this Referral Program; (ii) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.
g.By participating in the Referral Program, you agree to release and hold harmless CeleBright Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS SECTION 5.g APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.
a.License Grant to Talent Content: Our Platform allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your CELEBRIGHT Videos and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Platform, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Talent Content works better with our Platform or otherwise), and to use your Talent Content for the purposes of operating and providing our Platform, to develop and improve our products and services, and to advertise, market, and promote our Platform, products, and services, and you agree that such Talent Content may, in CeleBright’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Platform. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that CeleBright has no obligation to you in connection with any advertising displayed on or in connection with our Platform (including no obligation to share any revenue received by CeleBright as a result of any such advertising).
b.License Grant to Users:
i.For each CELEBRIGHT Video (other than a Promo CELEBRIGHT Video), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the CELEBRIGHT Video, in each case, solely in accordance with the Platform Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
ii.For each Promo CELEBRIGHT Video, you hereby grant to User and the Business for 90 days from the date the Promo CELEBRIGHT Video is sent by CeleBright to the User (and for any additional 90 day periods to which you agree):
A.a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo CELEBRIGHT Video solely on: one website and one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter, in each case, wholly-owned, operated, and controlled by the Business; and
B.the right to advertise and promote the display of the Promo CELEBRIGHT Video on the social media account through advertising only on the applicable social media platform.
c.Right to Remove CELEBRIGHT Videos: You acknowledge and agree that we cannot restrict the use of your CELEBRIGHT Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a CELEBRIGHT Video from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize CeleBright to act as your agent in order to submit any DMCA notice or other demand with respect to your CELEBRIGHT Videos. You will promptly notify us if you learn that any Promo CELEBRIGHT Video is being used in violation of the Platform Terms We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Promo CELEBRIGHT Video for any reason, including if the use exceeds the license in Section 1)a(ii) or otherwise violates the Platform Terms.
d.Licenses: Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Promo CELEBRIGHT Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Platform or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Platform Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Platform.
e.Talent Content Representations and Warranties: You represent and warrant that:
i.you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
ii.you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
iii.your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
iv.In connection with each Promo CELEBRIGHT Video:
A.any statements that you make in connection with the Business are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion; and
B.you will comply with all applicable laws, rules, and regulations.
v.your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
vi.you will not post or make publicly available any CELEBRIGHT Video that the User has requested not be posted to your booking page;
vii.you will not contact, respond to, or communicate with any User that you meet on or through our Platform, except as expressly permitted through our Platform.
viii.you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
iv.you will not edit, change, modify, or remove the watermark from any CELEBRIGHT Video or assist or encourage any third party to do so;
v.except for a CELEBRIGHT Video that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any CELEBRIGHT Video unless asked by us to do so.
f.Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Platform or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.
g.Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Platform for any reason without notice to you.
h.Cancellation of Platform Account: If you cancel your Platform account, you may, on at least five business days’ advance written notice to us, request that we no longer include your CELEBRIGHT Videos on our Platform and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your CELEBRIGHT Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).
a.Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Platform and the “look and feel”of our Platform, including all software, ideas, processes, data, text, media, and other content available on our Platform (individually, and collectively, “CeleBright Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Platform, CeleBright Content, and Marks are each protected under H.K. and international laws. You may not duplicate, copy, or reuse any portion of CeleBright Content or use the Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Platform Terms) owned by the User who created it.
b.CeleBright desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that CeleBright has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to CeleBright a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
c.You hereby waive any and all moral rights or “droit moral”that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral”or other rights in the Talent Content or Feedback.
Some products or services offered through the Platform may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.
a.Age: You must be at least 16 years old to use our Platform. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Platform only with permission from your parent or legal guardian.
b.Eligibility Representations and Warranties: You represent and warrant that:
i.you have not been prohibited from using or accessing any aspect of our Platform by us or pursuant to any applicable law or regulation;
ii.you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider
iii.if you include an animal in any CELEBRIGHT Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;
iv.you (and any Platform account that you created or control) have not been previously banned or removed from our Platform for any reason; and
v.you are not a convicted sex offender
c.Export Control: You may not use, export, import, or transfer any part of our Platform except as authorized by CeleBright and as required by law. You also will not use our Platform for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by CeleBright are subject to the export control laws and regulations of H.K. You will comply with those laws and regulations and will not, without prior H.K. government authorization, export, re-export, or transfer CeleBright products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations
Copyright and Intellectual Property Policy
a.Notice of Alleged Copyright Infringement: We respond to notices of alleged copyright infringement and terminate access to our Platform for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to CeleBright:
i.your address, telephone number, and email address;
ii.a description of the work that you claim is being infringed;
iii.a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
iv.a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”
v.an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
vi.a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to us.
b.Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Platform, remove or ban you (and any Platform account you created or control), and take other appropriate action in our sole discretion.
Third Party Content and Interactions
Our Platform may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of CeleBright, including CELEBRIGHT Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Platform, are solely between you and the third party; however, CeleBright may, in its sole discretion, intercede and you will reasonably cooperate with CeleBright if it does so. You acknowledge and agree that CeleBright will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Platform only through the Platform. You hereby release each CeleBright Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Platform.
Business Relationship with CeleBright
a.You and CeleBright agree and declare you and CeleBright are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of CeleBright, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
b.You represent and warrant that as between CeleBright and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, CeleBright Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Platform under these Terms.
c.You will use your own equipment to perform your obligations under these Terms.
d.You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
e.Your relationship with CeleBright is non-exclusive, meaning that you may provide similar services to third parties, including CeleBright’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.
Changes to our Platform
You acknowledge and agree we may change or discontinue any aspect of our Platform at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Platform at any time, without notice to you.
Termination and Reservation of Rights
You may cancel your Platform account at any time by contacting a member of the CeleBright team. We reserve the right to terminate access to our Platform to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Platform automatically terminates.
Disclaimers and Limitations on our Liability
a.You acknowledge and agree that your use of our Platform is at your own risk and that our Platform is provided on an “as is”and “as available” basis. To the extent permitted by applicable law, the CeleBright Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
b.In particular, the CeleBright Parties make no representations or warranties about the accuracy or completeness of content available on or through our Platform or the content of any social media platform or third party website linked to or integrated with our Platform. You acknowledge and agree that the CeleBright Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Platform; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Platform; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Platform; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Platform.
c.You acknowledge and agree that any material or information downloaded or otherwise obtained through our Platform, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Platform, including through a CELEBRIGHT Video, will create any warranty not expressly made by us.
d.You acknowledge and agree that when using our Platform, you will be exposed to content from a variety of sources, and that CeleBright is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any CeleBright Party with respect thereto.
e.To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any CeleBright Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not CeleBright has been advised of the possibility of such damages.
f.To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by CeleBright from you during the 12 months preceding the claim giving rise to such liability.
g.Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
h.You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between CeleBright and you.
You agree to indemnify, defend, and hold harmless CeleBright and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “CeleBright Party, ” and collectively, “CeleBright Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Platform; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with any association, group, authority, or organization referenced in Section 9.b; or (k) your participation in the Referral Program. CeleBright may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
Arbitration Agreement and Waiver of Certain Rights
a.Arbitration: You and CeleBright agree to resolve any disputes between you and CeleBright through binding and final arbitration instead of through court proceedings. You and CeleBright each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and CeleBright relating to these Terms or our Platform (each a “Claim,”and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the common standard and rules in H.K. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
b.Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, CeleBright will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
c.No Preclusions: This arbitration agreement does not preclude you or CeleBright from seeking action by local government agencies. You and CeleBright each also have the right to bring any qualifying Claim in small claims court. In addition, you and CeleBright each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
d.No Class Representative or Private Attorney General: Each of you and CeleBright agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or CeleBright). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
e.Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with CeleBright.
f.30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Platform, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
g.LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in local legal rules, and the right to certain remedies and forms of relief. In addition, other rights that you or CeleBright would have in court may not be available in arbitration.
a.Force Majeure: Under no circumstances will any CeleBright Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any CeleBright Party.
b.Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of H.K., without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Platform will be filed only in the H.K. courts. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
c.Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
d.No Waiver or Amendment: The failure by CeleBright to enforce any right or provision of these Terms will not prevent CeleBright from enforcing such right or provision in the future and will not be deemed to modify these Terms.
e.Assignment: CeleBright may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
f.Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
Changes to these Terms
We may change these Terms. If we do, we will post the revised Terms on our Platform and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Platform after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.