1. General

a. These terms of use (the "Terms of Use") govern your access to and use of (1) the Navigate website located at https://navigate.network and any associated Navigate apps (collectively, the “Website”), (2) the Navigate platform facilitating the matching of content creators, influencers, KOL’s and their agents registered with Navigate (each an “Influencer”) and Brands interested in retaining an Influencer to create promotional online media content, and (3) all other services provided by Navigate, as described on the Website (collectively, the "Platform”).

b. The term "you" refers to the person or entity (including, but not limited to the Brand Company and/or agents or agencies on behalf of a brand company (“Brand Agency”) (each referred to going forward as a “Brand”) visiting, browsing or otherwise using the Platform, or communicating with Influencers for the purpose of creating promotional online media content for your products or services (each, a “Campaign”).

c. These Terms of Use, the Purchase Order, Special Terms (if any) and our Privacy Statement form, and constitute the entire agreement between 2dm Marketing Pty Ltd ("Navigate", “us”, “we”, “our”) and you. The Platform and any services within the platform (“Services”) may be provided to you by Navigate or its affiliates (“Affiliates”).

d. To the extent of any inconsistency between these Terms of Use and any Special Terms, the Special terms (if any) shall take precedence.

e. By accessing and using the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform 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.

2. Using the Platform

a. As a condition of your use of the Platform, you represent and warrant that: (1) at the time of accessing the Platform, you are the age of majority in your place of residence; (2) you possess the legal authority to create a binding agreement on behalf of yourself and the Brand Company or Brand Agency; (3) if you are using this Platform as a Brand Agency, you warrant that you have the authority as an agent to act on behalf of the Brand Company; (4) you will always use the Platform and any services herein in accordance with these Terms of Use; (5) you (and your Brand Company or Brand Agency (as applicable)) will at all times be responsible for any actions or activities connected with your Account; and (6) all information supplied by you on the Platform is true, accurate, current and complete.

b. You may use this Platform to: (1) review information regarding the services offered by Navigate; (2) review information about the various types of Campaigns (3) view Influencer information, including their profiles, offerings and reviews (“Influencer Profiles”); (3) post reviews of Influencers you have engaged; (4) communicate with Influencers for the purpose of your Campaign Proposals and entering into a Campaign Hire Agreement (as defined below) and (5) initiate or otherwise facilitate payments from to you to an Influencer via the Platform, pursuant to a Campaign Hire Agreement.

c. Navigate may at its sole discretion deny you or anyone access to the Platform if you do not comply with these Terms of use and it may prevent access to you or anyone for any reason at anytime. Navigate shall not liable to you for any loss or damage suffered by you in connection with the denial of access of any person to the Platform.

3. Grant of Licence

a. Subject to these Terms of Use and always subject to your ongoing compliance with these Terms of Use, Navigate grants you a non-exclusive, personal, revocable, non-transferable, limited licence to access and use the Platform.

4. Setting up an Account

a. In order to access the Platform, you must complete and register a user account (“Account”). Upon registration you will be issued a username and password (“Account ID”). You must keep your Account ID secure at all times. You are responsible for any activities or actions taken under your Account. Navigate may revoke, suspend or terminate your Account ID and your Account if we believe your Account has been accessed by unauthorized persons or otherwise has been compromised, or if we detect or suspect any activities that violate these Terms of Use.

5. Termination or Cancellation of your Account

a. We may terminate your access to and use of the Platform and Services, at our sole discretion, at any time and without notice to you.

b. Without limiting clause 5(a) above, we may terminate your access to and use of the Platform and Services or any agreement with you if you or the company you represent (as applicable):

i. violates or breaches these Terms of Use (or any Special Terms), or a term of any other agreement between you and Navigate or its Affiliates; or

ii. fails to pay any amount due to Navigate within thirty (30) days after Navigate gives you notice of such non-payment; or

iii. terminates or suspends its business, becomes insolvent, admits in writing its inability to pay its debts, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceedings.

c. You may cancel your Account at any time by sending an email to us at [insert support email]

d. If you cancel your Account or your Account is terminated because you have violated these Terms of Use and you have funds in the Navigate Escrow Account, Navigate may retain the amount equal to the Navigate Fee of any of your funds in the Navigate Escrow Account as a cancellation fee (and not as a penalty), and you agree that such a cancellation fee is reasonable.

e. If you cancel your Account or your Account is terminated because you have violated these Terms of Use and you have funds in the Navigate Escrow Account, Navigate may authorise the Influencer Fee to be paid to the Influencer if the Influencer has completed your Campaign according to your CHA or Campaign Proposal (as determined by Navigate in its sole discretion), but you have not approved the payment to the Influencer.

6. Campaign Agreements between Brands or Agencies and Influencers

a. The Platform allows you to post your Campaign Proposal, view Influencer profiles, and facilitate your communication with Influencers for the purpose of entering into a Campaign Hire Agreement with an Influencer.

b. Your Campaign Proposal sets the terms on which you are willing to engage an Influencer to complete your Campaign. An Influencer may accept to complete your Campaign on the terms of your Campaign Proposal or you and the Influencer may negotiate an amended version of the original Campaign Proposal, save for the prices (via the platform only). Once you have completed the Influencer hire prompts/complete the Campaign creation confirmation and the Influencer has clicked the “Accept” (or completes the Campaign acceptance prompts, you and the Influencer have entered into a campaign hire agreement (“Campaign Hire Agreement or “CHA”).

c. You acknowledge that a Campaign Hire Agreement is between you and the Influencer. Navigate shall not liable for any loss, damages, or claim in connection with your Campaign Hire Agreement. Navigate is not a party to any Campaign Hire Agreement and Navigate is not responsible for the Influencer or your performance under a Campaign Hire Agreement, except to the extent Navigate facilitates the payment (including any Fees owed to Navigate) from you to an Influencer in accordance with these Terms of Use. Navigate does not make any warranties or representations, express or implied, for any Campaign Agreement or an Influencer.

7. Payments

a. You are required to register a valid credit card or payment method to your Account. Valid payment methods are listed on the Platform. Once you upload a Campaign Proposal or otherwise make your Campaign Proposal open to Influencers on the Platform, you authorise us to draw funds equal to the amount of: the proposed Influencer Fee plus the Navigate Fee from your selected payment method (in your local currency or the currencies listed on the Platform) (together the “Total Fee”) using our third party payment provider/facilitator to our nominated escrow account (“Navigate Escrow Account”).

b. Navigate’s service fee is 10% of the Influencer Fee offered in your Campaign Proposal (“Navigate Fee”). For example, if your Campaign Proposal offers an Influencer an Influencer Fee of $100, the Navigate Fee payable to Navigate is $10. The Total Fee drawn from your account and placed into the Navigate Escrow account will be $110. Once you approve the Influencers delivery of your Campaign, Navigate will direct its third party payment provider to issue payment of the Navigate Fee to Navigate and the Influencer Fee to the Influencer.

c. All fees quoted in these Terms of Use or on the Platform are exclusive of all taxes. Brands and Influencers are responsible for the payment of any income taxes, levies or other taxes applicable to payments made or received in connection with their use of the Platform.

d. Navigate may withhold or freeze (or direct its escrow service provider to withhold or freeze) your funds temporarily or indefinitely if it determines that such funds are or may be the subject of a suspected breach of law or at the direction of a law enforcement body or financial/tax authority of any country.

e. We may use third party companies to perform services for us, such as processing payments or providing an escrow account service on our behalf. Our payment processing partner(s) may request that you provide certain personal and/or company data (e.g., a valid government issued ID, name, address, birth date, company information, financial records and payment details) for the purpose of making payment through its financial institutions and complying with local laws. Our payment partners may be required to contact you directly for payment related or support issues.

8. No Poaching and Exclusivity

a. For a period of six (6) months commencing from the later of: (1) the date you enter into a Campaign Hire Agreement with an Influencer; and (2) the you last communicated with an Influencer with respect to a Campaign or Campaign Proposal, whether via the Platform or by other means, neither you (including your agents or affiliates), or if you are an Agency, the Brand Company which you represent, will enter into an agreement directly or indirectly with such Influencer for the creation of any promotional or advertising content, in any media, whether paid or unpaid, except where:

i. You enter into a CHA and Navigate receive a Navigate Fee; or

ii. you are renewing a pre-existing agreement with the Influencer that existed prior to your first communication with the Influencer on the Platform.

9. Reviews

a. You may submit content to the Platform, including Influencer reviews, comments, responses or information, Campaign Proposals and Brand information (“Platform Submissions”) and you grant Navigate and its Affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and sub-licensable licence to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Platform Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Navigate may, but is not obliged to provide attribution to you for your Platform Submissions at our sole discretion, and that your Platform Submissions may be shared across or otherwise viewable by other Brand Companies, Agencies or Influencers or other users on the Platform.

b. You are responsible for your Platform Submissions. You acknowledge and agree that Navigate may publish, edit or delete your Platform Submissions. Navigate is not and shall not be liable or responsible for any Platform Submissions provided by you or anyone else on this Platform.

10. Intellectual Property

a. All technology on the Platform and any technology in connection with the Services provided by Navigate, including but not limited to software, portals, data processing systems (each of the foregoing, in object code and source code form), data, templates, algorithms, (collectively, “Navigate Technology”), and any content, graphics, logos, trademarks (registered or unregistered), music, literary works, illustrations, pictures, photos, videos, designs and models (collectively Navigate IP”) are owned or licensed by Navigate and are protected by trademark, copyright or other intellectual property laws.

b. Except as otherwise expressly stated in these Terms of Use, you shall not acquire any rights in any Navigate Technology or Navigate IP. Navigate reserves all rights in the Platform, and services and all materials provided by Navigate that are not specifically and expressly granted to you.

11. Privacy Statement

Our Privacy Statement is located here [privacy link ]. Our Privacy Statement forms part of these Terms of Use. By using the Platform you agree to the terms of our Privacy Statement.

12. Prohibited and Unlawful use of the Platform

You will not, nor permit anyone else to:

a. post, upload, publish, submit, communicate or transmit any material or content on the Platform or facilitated by the Platform that:

i. infringes or breaches a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights;

ii. violates any persons right to privacy;

iii. causes a person or entity to breach a contract with a third party;

iv. is mislead or deceptive, false or fraudulent;

v. violates any applicable law, regulation or code or encourages or facilitates others to do so;

vi. gives rise to civil liability;

vii. is offensive, obscene, indecent or pornographic;

viii. constitutes, encourages or promotes, harassment, harm, discrimination, bigotry, racism, violence or threatening behaviour towards any person;

ix. promotes or encourages illegal products, services or activities.

b. Remove or obscure any watermarks, labels or other legal or proprietary notices from the Platform or Campaign;

c. Apply, use, access the Platform or Services via any scraper, robot, crawlers or spider software or any automated means;

d. Modify any material or content on the website (other than your Campaign, Account or Profile);

e. copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content;

f. hack, disable or disrupt any security features or components, such as digital rights management software or encryption on the Platform

g. create derivative works based on Navigate Technology, Navigate IP, or the Platform or any content therein, in any manner or to disassemble, reverse engineer any part of the Platform or content therein;

h. use or take any action on the Platform that violates the rights (including, but not limited to intellectual property rights) of any third party.

You are solely liable for any loss or damage in connection with or resulting from your violation of these Terms of Use or for any material communicated by you on the Platform.

13. Third Party Websites

The Platform may provide or include links to third party websites. You are responsible for determining whether to access or use a third party website (TPW). Navigate does not endorse material contained on those web sites and we do not control the material on these websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose.

14. Viruses

Navigate does not warrant or guarantee the Platform or any content therein is free of viruses, worms, trojan horses or malicious code. You are responsible for implementing security measures on your own computer systems and Navigate shall not be liable for any costs relating to repairs or rectification of your systems resulting from your use of the Platform.

15. Confidentiality

Navigate uses industry standard security to protect your information and data. However, Navigate does not warrant or guarantee the confidentiality or security of any information, data or communications made by any person on the Platform or transmitted by the Platform.

16. Limitation of Liability & Disclaimer of Warranties

a. NAVIGATE’S PLATFORM, SERVICES AND ANY CONTENT THEREIN ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. NAVIGATE DOES NOT WARRANT THAT THE PLATFORM OR SERVICES, OR ANY CONTENT THEREIN ARE OFFERED WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OR AVAILABILITY OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

b. NAVIGATE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE ACCURACY, RELIABILITY, QUALITY, ACCURACY, RELIABILITY, CURRENCY OR COMPLETENESS OF ITS PLATFORM AND SERVICES OR CONTENT THEREIN AND NAVIGATE DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM AND SERVICES OR THE CONTENT THEREIN.

c. REVIEWS OR PLATFORM SUBMISSIONS ON THE PLATFORM ARE NOT AUTHORED BY NAVIGATE AND DOES NOT ENDORSE OR GUARANTEE ANY REVIEW ON ITS PLATFORM. IT IS YOUR RESPONSIBILITY TO ASSESS THE SUITABILITY OF A CAMPAIGN, BRAND, INFLUENCER, PROFILE, REVIEW AND/OR ANY INFORMATION ON THE PLATFORM.

d. TO THE FULLEST EXTENT PERMITTED BY LAW, NAVIGATE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND SERVICES OR CONTENT THEREIN, INCLUDING ANY CONTENT THEREIN, WHETHER EXPRESS OR IMPLIED, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM, SERVICES OR CONTENT THEREIN ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

e. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, IN NO EVENT WILL NAVIGATE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, PERSONAL INJURY, FINES, FEES OR PENALTIES OR ANY OTHER LIABLITIES IN CONNECTION WITH OR RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM AND SERVICES OR ANY CONTENT THEREIN, OR ANY CAMPAIGN AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF NAVIGATE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF NAVIGATE IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF THE PLATFORM, SERVICES OR CONTNET THEREIN, INCLUDING ANY CAMPAIGN AGREEMENT, CAMPAIGN PROPOSAL, EXCEED 750 CHINESE YUAN OR THE EQUIVALENT IN THE LOCAL CURRENCY OF YOUR PAYMENT METHOD. TO AVOID DOUBT THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

g. YOU AGREE AND ACKNOWLEDGE ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. Indemnification

a. You shall defend, indemnify and hold harmless Navigate and all of its Affiliates, officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind (including legal fees) brought in connection with or as a result of:

i. your breach of any of your warranties or representations under these Terms of Use or any documents referenced herein or on the Platform;

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

iii. your use of the Platform or Services;

iv. breach of or failure to perform under any Campaign Hire Agreement by you or by any third party acting on your behalf; or

v. the use of any materials, information or content created by you, Influencers or third parties in connection with your Campaign

18. Geographic Application of the Platform

Not all of the Influencers, Campaigns and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform 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.

19. Governing Law and Arbitration

a. Your access to or use of the Platform regardless of your domicile, residency or physical location shall be governed by the laws of the People’s Republic of China.

b. Any dispute, controversy or claim arising out of or relating to your use of the Platform (“Dispute”) shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC).

c. The arbitrator may grant injunctions or other relief in such Dispute. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties shall pay their own costs.

d. Except as may be required by law, neither party may disclose the existence, content or result of any arbitration held relating to this Agreement without the prior written consent of both parties.

e. Notwithstanding this clause 19, if a dispute proceeds to a court, such dispute shall only be brought as an action in the People’s Republic of China. Unless otherwise required by law, the parties submit to the jurisdiction and venue of the courts of the People’s Republic of China.

20. Lawful Use

The Platform, Services and content therein is only intended for jurisdictions where they may lawfully be offered for use.

21. Waiver

Any waiver of the provisions of these Terms of Use or of a party’s rights or remedies must be in writing to be effective.

22. Survival Clause

Upon any termination, discontinuation or cancellation of your Account, all provisions of these Terms of Use (or any Special Terms)which by their nature should survive will survive, including, without limitation, ownership provisions, limitations of liability and warranty disclaimers.

23. Changes to the Terms of Use

Navigate reserves the right to change these Terms of Use at any time without notice to you, except where prohibited by applicable law. The current version of these Terms and Conditions is located at https://navigate.network/terms. If you continue to access or use of the Platform after any changes to these Terms of Use, and the updated Terms of Use are made available on the Website, your continued access or use indicates your acceptance of such changes. Navigate may notify you of any changes to its Terms of Use by email (as provided by you) or by posting a notice on its Website. You are responsible for regularly reviewing the Terms of Use for any updates.

24. Changes to this Platform

Navigate reserves the rights to change the content, material, information (including, but not limited to features, prices, rates, products, services, Brand Profiles, Agency Profiles, Influencer Profiles, Campaigns and reviews of any of the foregoing), available or provided on the Platform at any time without notice to you.

25. Assignment

You may not assign, novate, sub-licence or otherwise deal with any of your rights and obligations under these Terms of Use or any other agreement between you and Navigate. Navigate my assign, sub-licence or otherwise deal with any of its right and obligations under these Terms of Use or under any other agreement between you and Navigate to any of its related bodies corporate or its Affiliates without your consent, but with prior notice to you and you agree to execute any documentation required to affect such assignment or novation.