NEEDLE PLATFORM

Terms and Conditions of Use

A. NEEDLE Platform Terms & Conditions of Use 

The following terms of use (the “Terms of Use”) govern your access to and use of the NEEDLE website located at https://www.needle.my (the “Website”):

  • the NEEDLE online platform facilitates the matching of persons offering to create online media content that are promotional in nature (each, an “Influencer”), the brand (as defined below), and
  • all other services provided by NEEDLE, as described on the Website (the “Site”). These Terms of Use form an agreement between Needle Tech Sdn. Bhd. (“NEEDLE”, “us”, “we”, “our”) and you.
  • The term “you” refers to the person or entity visiting, browsing, using the Site, or communicating with individuals or businesses registered with NEEDLE (each, a “Brand”) for the purpose of creating promotional online media content for your products or services (each, a “Campaign”).
  • By accessing and using (the term “use” when used herein in respect of the Site shall mean access or use, and using shall have a corresponding meaning) the Site, you accept and agree to be bound by and comply with these Terms of Use.
  • If you are accessing or using the Site on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

B. Definition

In these terms, the following terms shall have the following meanings:

  • “Agreement” means the agreed contracted terms between NEEDLE and the Influencer;
  • “Brand” means a brand name attached to a particular company;
  • “Campaign” means an influencer marketing and/or branded content campaign managed through the NEEDLE Platform;
  • “Campaign Agreements” means the agreed contracted terms between the Influencer and the Brand
  • “Payment Fees” means any fees payable by an Account Holder to NEEDLE in connection with an Account;
  • “NEEDLE Platform” means the technology platform and services made available by NEEDLE at the Site https://www.needle.my;
  • “Influencer” means any social influencer invited to collaborate on a Campaign. Influencers are contracted to produce branded content, on behalf of agencies and brands, to be pushed live and hosted on their own social channels (e.g. Youtube, Facebook, Instagram, Twitter and others);
  • “Personal Data” has the meaning given to it in the Personal Data Protection Act 2010;
  • “Site” means the website at which the NEEDLE Platform is made available, being https://www.needle.my
  • “NEEDLE Escrow Account Payment System” means payment made into NEEDLE by the Brand held in escrow for the Influencer
  • “Term” means during the duration a User first use the site until terminated by either party.
  • “User Account” means an account established on the NEEDLE Platform Platform by a User;

C. Permitted Use

The Site is provided solely (the “Permitted Use”) to:

(a)      assist you in gathering information about the various types of Campaign opportunities and Brands available on the Site, including profiles, price ranges, and Campaign descriptions (each, a “Brand Profile”);

(b)      enable you to post information regarding yourself and to respond to any Campaign opportunities;

(c)      post reviews of Brands;

(d)      facilitate communication with Brands with the objective of entering into a Campaign Agreement; and

(e)      facilitate the transmission of payments from the Brand to you under a Campaign Agreement (“Platform Services”).

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, NEEDLE reserves the right to change these Terms of Use at any time with or without prior notice. Your continued access to or use of the Site after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

NEEDLE reserves the right to change any information, material or content (including, but not limited to, features, availability of Brands, Brand Profiles, price, types of Campaigns, and reviews of Campaigns and reviews of Brands) contained on or provided through the Site (the “Content”) at any time, and from time to time, with or without notice.

License Grants

Subject to these Terms of Use, NEEDLE grants you a personal, revocable, non-exclusive and non-transferable, royalty-free license during the Term to permit you to access, use the Site and you may include a link on your website to the Site in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to NEEDLE a perpetual, transferable, irrevocable, royalty-free, worldwide and fully sub-licensable license to access, collect, store and use any data, information, records and files including for promotional purposes at a 3rd party website hosted by the Brand that:

(a) you load, transmit to or enter into the Site; or

(b) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of:

(i) providing the Site Services;

(ii) complying with applicable law, and

(iii) NEEDLE’s reasonable audit and data retention policies.

User Account and Selection of Influencers

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Site and be issued with a user-id and password login credentials by NEEDLE (“User ID”) in order to use the Site and communicate with Brands through the Site.

Prior to being accepted as an Influencer, you agree that NEEDLE shall have the sole discretion to undertake any screening process to ensure only Influencers of good standing be selected to maintain a user Account.

If you are selected and issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect any personal data of any other user of NEEDLE, including account ids.

NEEDLE reserves the right to disable any User Account issued to you at any time in NEEDLE’s sole discretion especially in cases where the Influencer is found to have committed acts which bring discredit to NEEDLE or the Brand. If NEEDLE disables access to a User Account issued to you, you may be prevented from accessing NEEDLE, your account details or any Campaigns that are associated with your account.

Term and Termination

These Terms of Use shall commence on the day you first use the Site and will continue into force until terminated by either party (the “Term”).

Either party may terminate these Terms of Use by a party thirty (30) business days after the other party’s receipt of written notice by email that such party is in material breach of any of the terms or conditions set forth in this Terms of Use, unless such party cures such breach within said thirty (30) business days period.

Campaign Agreements with Brands

The Site permits you to view the Brand Profiles of Brands who have registered on the Platform and have chosen to allow you to view their Brand Profiles. If a Brand selects you for a Campaign through the Site, you may separately enter into an agreement with that Brand on such terms and conditions as may be agreed to between you and that Brand (“Campaign Agreement”).

You understand that you are performing services for the Brand, and not NEEDLE, and that NEEDLE is not a party to and will be in no way responsible for the performance of either you or the Brand under any Campaign Agreement, except for facilitating the transmission of payment from the Brand to you on their instructions in accordance with these Terms of Use.

NEEDLE does not make any representations or warranties of any kind in respect of a Brand or a Campaign Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

If you enter into a Campaign Agreement other than through the use of the Site, you may notify NEEDLE within seven (7) days of the date of such Campaign Agreement.

Facilitated Payments Withholding Consent

If NEEDLE facilitates the transmission of any payments from the Brand to you in connection with a Campaign Agreement (each, a “Facilitated Payment”), NEEDLE may in its sole discretion withhold from or set off or contra from any such Facilitated Payment any amounts that are payable to NEEDLE by the applicable Brand in connection with that Campaign Agreement.

NEEDLE is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements.

NEEDLE reserves the right, at its sole discretion, to withhold Facilitated Payment, if NEEDLE determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if NEEDLE is required to cooperate with law enforcement.

Exclusivity

For a period of six (6) months commencing on the later of:

(a) the date when you last communicated with a Brand in respect of a Campaign, whether through the Site or otherwise; or

(b) the execution date of a Campaign Agreement entered into with a Brand (the “Commencement Date”); or

(c) the completion of the job scope provided in the Campaign Agreement

neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Brand for the creation of any promotional media content, subject to the following exemptions:

(a) The agreement you are entering into with the Brand is a Campaign Agreement, in respect of which NEEDLE will receive a fee as provided for thereunder; or

(b) You were engaged in good-faith negotiations with the Brand for the creation of that promotional media content on or before the Commencement Date; or

Privacy Policy

We may collect and use information about you in accordance with our privacy policy. Such collection and/or the processing of your personal data shall be done in accordance with the provisions under the Personal Data Protection Act 2010 of Malaysia. You can view a copy of this policy on our website at needle.my.

Please note that Brands may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to NEEDLE that you have familiarized yourself and agree with those privacy policies or statements imposed by any Brand with whom you elect to deal through the Site.

Disclaimer and Limitation of Liability

This NEEDLE Platform and Site is provided on an “as is” and “as available” basis. You therefore use the NEEDLE Platform at your own risk.

NEEDLE expressly disclaims any and all warranties of any kind, whether express or implied, including without limitation the implied warranties of the merchantability, fitness for a particular purpose, non-infringement and any other warranty that might arise under any law.

NEEDLE does not assume any responsibility for any errors, omissions or inaccuracies in the Site or the contents. NEEDLE expressly reserves the right to rectify any errors or inaccuracies on the Site as it deems fit.

Campaign displayed on the Site are intended only as a guide and NEEDLE does not guarantee the accuracy of the same.

Brand or business engaging your services through the Site are independent contractors and not the agents of NEEDLE and NEEDLE is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence related to any Campaigns or arising from any Campaign Agreements.

In no event will the total aggregate liability of NEEDLE in connection with these Terms of Use, including arising from a Campaign Agreement exceed RM1,000.00.

The limitation of liability above will survive and apply post termination.

General Terms of Service

Terms of Service

The Terms of Service below is applicable to all Users of the Site.

You affirm that you are either more than 18 years of age, or have the necessary legal capacity, right, power and authority to form a binding contract and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

NEEDLE retains the right, at its sole discretion, to deny access to anyone to the Site or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Service. You shall cease and desist from any such access or use immediately upon request by NEEDLE.

Rights and Consents

You are accorded with rights stipulated in the Personal Data Protection Act 2010 and we will be abide by the provisions in PDPA.

Reviews and Comments

By submitting content to the Site or NEEDLE, including any Brand, Influencer or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant NEEDLE and its affiliates, a worldwide, non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:

(a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and

(b) use the id that you submit in connection with such Submission.

You acknowledge that NEEDLE may choose to provide attribution of your Submissions (for example, listing your id and city on an Influencer or Campaign review that you submit) at our discretion, and that such submissions may be shared with others using our Platform. You further grant NEEDLE the right to pursue at law any person or entity that violates NEEDLE’s rights in the Submissions by a breach of these Terms of Service. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

NEEDLE takes no responsibility and assumes no liability for any Submissions posted or submitted by you. NEEDLE has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Site. If you do not agree to these terms, please do not provide us with any Submissions.

You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Site. You shall not post or transmit to or from the Site:

(a) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law;

(b) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and

(c) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Site. You acknowledge that NEEDLE may exercise its rights (e.g. publish, delete) to use any Submissions without any notice to you.

Ownership

All Content, including and not limited to designs, illustrations, software, video, sound, ids, words, phrases, logos, images, tracks, titles, descriptions and marks displayed on the Site, are owned or licensed by NEEDLE and are protected by copyright, trade-mark and other intellectual property laws.

NEEDLE reserves all rights in the Site and all materials provided by NEEDLE in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the Site, all materials provided by NEEDLE in connection with these Terms of Service (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with NEEDLE (or third party suppliers, if applicable), and that the Site and all materials provided by NEEDLE hereunder are licensed.

All contents of the NEEDLE website are copyright of NEEDLE held under NEEDLE Sdn Bhd.

Intellectual Property

The intellectual property rights in the Site and all of the text, pictures, videos, graphics, user interfaces, visual interfaces, trademarks, logos, applications, programs, computer code and other content made available on it are owned by us and our licensors. You may print out portions of the Site of interest to you, for your own private use only

NEEDLE offers the Campaign Dispute Resolution Services to Brands who have elected to use the NEEDLE Escrow Payment System You agree and acknowledge that:

(a) NEEDLE is not providing legal services;

(b) NEEDLE will not advise you regarding any legal matters; and

(c) if you desire to have legal counsel, you should seek advice from an independent legal counsel.

In the event of a dispute between a Brand and an Influencer regarding a return or release of Milestone Payments, either party may elect to use the Campaign Dispute Resolution Services offered by NEEDLE as set out in the Campaign Disputes Resolution Policy. The Brand and Influencer will then be notified that the matter will be addressed through the Campaign Dispute Resolution Services.

You agree to indemnify and (to the maximum extent permitted by law) hold NEEDLE and any of our affiliates harmless against any damages or liability you may suffer as a result of using the NEEDLE Escrow Payment System and/or Campaign Dispute Resolution Services.

NEEDLE will respond to disputes initiated by a Brand or an Influencer in accordance with the Campaign Dispute Resolution Services as set out in this clause and the Campaign Disputes Resolution Policy and in relation to disputes that arise in relation to the provision of the venue, and the hosting of the Website by NEEDLE as set out in the clause entitled Disputes with Us.

Third Party Websites

The Site may provide links to other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Your use of third party websites and resources is at your own risk.

Communications Not Confidential

NEEDLE does not guarantee the confidentiality of any communications made by you through the Site. Although NEEDLE generally adheres to the accepted industry practices in securing the transmission of data, you understand, agree and acknowledge that NEEDLE does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site.

Indemnity

You agree to indemnify and hold NEEDLE and all of its officers, directors, employees and agents harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, brought in connection with or as a result of:

(a)      your breach of any of your warranties, representations or obligations under these Terms of Service or any documents referenced herein;

(b)      your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);

(c)      your use of the Site;

(d)      breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or

(e)      the use of any media content created by Influencers, you or third parties in connection with a Campaign by you (Brands and or Influencers or by any third party acting on your behalf or with your permission.)

Geographic Application of the Site

Not all of the Influencers, Campaigns and services described on the Site are available in all jurisdictions. Furthermore, nothing on the Site constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law

These Terms of Service will be governed by and construed in accordance with the laws of Malaysia, and the courts of Malaysia in Kuala Lumpur will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.

Entire Agreement, Waiver and Severability

These Terms of Service constitute the entire agreement between NEEDLE and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and NEEDLE with respect to the Site.

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

NEEDLE’s failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provisions or right.

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.

If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Service shall prevail; provided that, if you are also an Influencer registered on the Site, the Terms of Use applicable to Influencers will govern your relationship with NEEDLE in that respect.

Campaign Dispute Resolution Policy

Definition

  • “Campaign” means an influencer marketing and/or branded content campaign managed through the NEEDLE Platform;
  • “Brand” means a brand name attached to a particular company;
  • “Influencer” means any social influencer invited to collaborate on a Campaign. Influencers are contracted to produce branded content, on behalf of agencies and brands, to be pushed live and hosted on their own social channels (e.g. Youtube, Facebook, Instagram, Twitter and others);
  • “NEEDLE Escrow Account Payment System” means payment made into NEEDLE by the Brand held in escrow for the Influencer
  • “Campaign Budget” means the amount paid by the Brand to NEEDLE Escrow Account Payment System before commencing a campaign.
  • “Influencer Fee” means the amount paid by the Brand to an influencer for his or her promotional service.
  • “Service Charges” means the charges payable to NEEDLE, calculated as a percentage of the Campaign Budget, defined by the subscription package which the Brand has signed up to.
  • “Campaign Content” means the content created and to be posted by Influencer on his or her social media accounts in accordance to requirements stated in a Campaign.

Campaign Cancellation:

1. If Brand requests for campaign cancellation, and one or more influencers have already accepted the job (but no content has been approved yet),

– 50% of the Campaign Budget is refundable, if cancellation is requested within 48 hours of campaign publication.
– 30% of the Campaign Budget is refundable, if cancellation is requested after 48 hours of campaign publication.

2. If Brand requests for campaign cancellation, but one or more influencers have already accepted the job and contents submitted by influencer(s) have been approved, the Campaign Budget is not refundable.

Failure to Fulfill Obligations by Brands/Influencers

1. If an Influencer does not respond to Brand’s queries within 5 working days, 100% of the Influencer Fee will be refunded to the Brand’s account maintained by NEEDLE Escrow Account Payment System.

2. If an Influencer does not communicate with and does not request approval from Brand before posting Campaign Content, 100% of the investment will be refunded to Brand.

3. If an Influencer does not post the approved Campaign Content on time, but post it within 48 hours after the agreed-upon date, and the Influencer does not notify the Brand regarding the delay, 50% of the Influencer Fee will refunded to the Brand’s account maintained by NEEDLE Escrow Account Payment System..

4. If the Influencer does not post the approved Campaign Content within 48 hours of the agreed-upon date, and the Influencer does not notify the Brand about the delay, 100% of the Influencer Fee will refunded to Brand’s account maintained by NEEDLE Escrow Account Payment System..

5. If a Brand does not respond to Influencer’s queries within Campaign period after the Influencer has accepted the invitation from the Brand and has produced contents (without approval or instructions from the Brand), then Influencer Fee is not refundable to the Brand

6. If a Brand cancels invitation or terminates an Influencer after the Influencer has already accepted the job,

-30% of the Influencer Fee is refundable to the Brand’s account maintained by NEEDLE Escrow Account Payment System, provided that the Brand has not approved the Campaign Content submitted by the Influencer.

– the Influencer Fee is not refundable if the Brand has already approved the Campaign Content submitted by the Influencer.

7. For sample review campaign, products sent out to Influencers are not returnable, unless there is prior agreement between Brand and Influencer.

* Please note that Influencer Fee may be refundable according to terms stated above, but Service Charge is not refundable under any situation.
* In the event a dispute is reported to NEEDLE, the relevant Brand or Influencer is to respond to NEEDLE within 5 working days. The party which fails to respond within the said period of time is deemed to have forfeited its claim in the dispute.

Please email us about any cases or questions regarding disputes to givemebackmymoney@needle.my

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