Crember - Terms of Service

Definitions

“Crember Entity” means Pulpkey Mediatech Private Limited, the entity currently operating and providing Crember services.

“Customer” or “you” means the person or legal entity accessing or using the Platform.

“Account” means an account through which a Customer accesses the Platform.

“Authorised User” means an employee, consultant, representative, invited member, added member or other individual authorised by the Customer to access and use the Platform under the Customer’s Account, subject to the applicable Subscription user limits and these Terms.

“Creator” means an individual whose professional, creator-related or other relevant information is made available through the Platform, whether or not that individual has created an account with Crember.

“Creator Information” means information concerning Creators made available through the Platform, including profile, professional, audience, engagement, contact and other creator-intelligence information, as applicable.

“Customer Data” means information, material and data submitted, uploaded or otherwise provided to Crember by or on behalf of the Customer.

“Customer Content” means any material, data, brief, or other information submitted by the Customer.

“Third-Party Content” means information or content originating from a third party and made available through or referenced by the Platform.

“Publicly Available Information” means information lawfully accessible to the public through an open or public-facing source without authentication, payment, membership or special access rights.

“Services” means the Platform and associated services made available by the Crember Entity from time to time.

“Order Form” means a proposal, order form, subscription form, commercial agreement or other document identifying applicable subscription, fees, services or commercial terms.

Eligibility

The Platform is intended for business and professional use. You must be at least eighteen (18) years of age and legally capable of entering into these Terms. If you access or use the Platform on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation, and that organisation will be responsible for your use of the Platform.

Nothing in these Terms limits any rights or protections applicable to persons below eighteen (18) years of age under applicable law.

Terms of use

Please read these Terms carefully before using the Platform. If you do not agree to these Terms, you must not access or use the Platform. Your continued access to or use of the Platform following any permitted update to these Terms constitutes acceptance of the updated Terms.

The Platform is an intelligence and workflow tool. It is not a talent-management agency, representative, agent or guarantor of any Creator unless expressly agreed in writing.

The Crember service

Crember provides creator intelligence and workflow functionality intended to assist Customers with creator discovery, research, evaluation, shortlisting, campaign planning, campaign execution and related business activities.

The Crember Entity may introduce, modify, suspend or discontinue particular features, fields, sources, integrations or functionality where reasonably necessary for product development, security, legal compliance, commercial or operational reasons.

Creator information

The Platform may make available information concerning selected Creators relevant to influencer marketing and related professional purposes. The dataset is curated and may change over time.

The inclusion of a Creator in Crember does not create or imply a contractual relationship between that Creator and the Crember Entity. A Creator does not become a Customer, Authorised User or other contracting party merely because information concerning the Creator is available through the Platform.

Creator Information is provided for research, discovery and business-intelligence purposes. Inclusion of a Creator or Creator Information does not constitute an endorsement, recommendation, representation of affiliation, verification of identity, guarantee of availability or responsiveness, or assurance of audience authenticity.

Information may be incomplete, inaccurate, outdated or subject to change.

Customers should conduct such independent verification as they consider appropriate before relying on material information or entering into a transaction with a Creator.

Sources, third-party information and social intelligence

Crember may receive or process Creator Information through third-party data services, applications, interfaces, indexing tools, aggregation services and other technology providers drawing from public-facing sources. Such tools and sources may contain omissions, duplication, stale information, formatting issues or other inaccuracies.

Crember does not knowingly seek to obtain information from password-protected, access-restricted or otherwise non-public areas of a third-party service without appropriate authorisation.

Where Crember provides social-intelligence or social-listening-type functionality, this refers to the organisation and analysis of publicly observable social-media signals, mentions, content references, engagement indicators or similar information. It does not imply access to private messages, closed groups, restricted accounts or other non-public communications.

Information made available through the Platform may originate from third-party platforms, public sources, information provided by Creators or other persons, Customer-provided information and third-party service providers. The Crember Entity does not represent that it owns or controls every underlying item of Third-Party Content or every third-party source from which information may originate.

The availability of information through the Platform does not transfer ownership of third-party content or grant any licence beyond the rights expressly provided under these Terms.

Subscription, fees and payment

Certain features or Services may be available only through a paid subscription or other commercial arrangement. The applicable subscription period, fees, user limits, features and payment terms may be communicated directly to the customer by the Crember Entity at the time of subscription or renewal.

Where a trial, demonstration or complimentary access period is offered, its duration, eligibility and scope may be determined by the Crember Entity and may be withdrawn or limited to prevent misuse.

Unless otherwise expressly agreed:

• (a)fees are exclusive of applicable taxes;
• (b)fees are non-refundable once the applicable subscription period or Services have commenced, except where required by applicable law or expressly agreed in writing; and
• (c)invoices are payable within the agreed payment period.

Payment of subscription or service fees grants access to the applicable Services only and does not transfer ownership of the Platform, Creator Information, Platform methodology or other intellectual property to the Customer.

The Customer shall not withhold, deduct or set off amounts payable except to the extent expressly agreed in writing or required by applicable law. The Crember Entity may suspend access for overdue amounts after reasonable notice where required.

Account

The Customer is responsible for maintaining the confidentiality of its Account credentials and for all activity undertaken through its Account, except to the extent caused by the Crember Entity’s proven failure to maintain security measures required by applicable law.

The Customer shall promptly notify the Crember Entity of any suspected unauthorised access, compromise or misuse of the Account. Accounts may not be sold, transferred or shared with unauthorised third parties.

Invited members and authorised users

Subject to the applicable Subscription, the Customer may add and/or invite additional individuals to access and use the Platform as Authorised Users under the Customer’s Account. Each person added and/or invited by the Customer shall be treated as an Authorised User for the purposes of these Terms and shall be permitted to access the Platform only for and on behalf of the Customer.

Any such Authorised User shall be bound by these Terms and the Crember Privacy Policy upon accepting the invitation, creating or activating an account, or otherwise accessing or using the Platform. The Customer shall be responsible for ensuring that each invited member complies with these Terms and shall remain responsible for all acts and omissions of its Authorised Users in connection with the Platform.

Access granted to added and/or invited members shall remain subject to the applicable Subscription period, user limits, features and other restrictions applicable to the Customer’s Subscription. The Customer shall not permit access to any person beyond the number of Authorised Users permitted under its applicable Subscription.

Right to use

Subject to these Terms and payment of applicable subscription fees, the Crember Entity grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Platform for the Customer’s internal business purposes, including:

• (a)researching and evaluating Creators for legitimate business purposes;
• (b)creating internal Creator shortlists and campaign plans;
• (c)managing legitimate Creator relationships and campaigns;
• (d)using reports and analytics generated for the Customer through the Platform; and
• (e)using other functionality expressly made available by Crember.

Except as expressly authorised, the Customer shall not copy, reproduce, distribute, resell, sublicense, commercially redistribute or make Platform data available to an unauthorised third party.

Customer responsibility for downstream processing

The Customer acknowledges that the Crember Entity cannot control what the Customer does with information after the Customer accesses, exports, downloads, copies, communicates or otherwise uses it.

The Customer is solely responsible for its subsequent processing and use of Creator Information, including outreach, marketing communications, CRM ingestion, profiling, campaign activity, contracting, advertising, publication or sharing undertaken by the Customer.

The Customer shall comply with all privacy, advertising, consumer-protection, intellectual-property, communications and other laws applicable to its use of the Platform and its subsequent activities.

Contacting creators

Where the Platform makes business contact information available, such information is provided to facilitate legitimate professional activity. The availability of contact information does not constitute a representation that the relevant person has consented to every form of communication.

The Customer is responsible for determining whether a proposed communication is lawful and appropriate, including in relation to consent, opt-out requirements, marketing communications, frequency and content.

Prohibited use

The Customer shall not use the Platform:

• (a)for any unlawful, fraudulent, deceptive, harassing, threatening or abusive purpose;
• (b)to stalk, dox or expose private information about an individual;
• (c)to unlawfully discriminate against or profile individuals;
• (d)to target or solicit children or other persons in circumstances prohibited by law;
• (e)to create, compile or maintain a competing database substantially derived from the Platform;
• (f)to resell, sublicense, commercially redistribute or otherwise make Platform data available to an unauthorised third party except as expressly permitted;
• (g)to reverse engineer, decompile or attempt to discover the source code, underlying models or proprietary methodology of the Platform;
• (h)to interfere with security, authentication, rate limits or other technical safeguards;
• (i)to use automated means to access the Platform except through functionality expressly authorised by the Crember Entity;
• (j)to infringe or facilitate infringement of third-party intellectual-property rights; or
• (k)to use the Platform in a manner that could reasonably expose the Crember Entity to material regulatory, legal or operational risk.

Data protection and privacy

The Crember Entity’s processing of Personal Data in connection with the Platform is described in the Crember Privacy Policy.

Where a Customer provides Personal Data to the Crember Entity for processing solely on the Customer’s documented instructions and for purposes determined by the Customer, the Crember Entity will act as a Data Processor or equivalent processor to the extent recognised by applicable law.

The Customer remains responsible for determining the purpose and lawful basis of that processing and for complying with obligations applicable to it.

The parties acknowledge that the applicable legal role is determined by the relevant processing activity and applicable law and cannot be altered merely by contractual wording.

Where applicable, the Crember Entity may rely on Section 3(1)(c) of the Digital Personal Data Protection Act, 2023 for Personal Data made or caused to be made publicly available in the circumstances specified by that provision.

The Crember Entity may also rely on applicable statutory permissions, including “certain legitimate uses” under Section 7, only where the relevant statutory conditions are satisfied.

Children and under-18 persons

The Platform is intended for users who are eighteen (18) years of age or older.

Information relating to persons below eighteen (18) may nevertheless appear in information originating from third-party sources. The Customer shall not use the Platform to identify, target, solicit or engage persons below eighteen (18) for commercial campaigns where prohibited by applicable law.

A Creator below eighteen (18) years of age, or the Creator’s parent or lawful guardian, may request suppression or removal of relevant Creator Information through the designated contact mechanism. The Crember Entity may request reasonable information to verify age, identity and authority.

Intellectual property

The Crember Entity and its licensors retain all right, title and interest in and to the Platform, including its software, architecture, user interface, database structure, workflows, algorithms, models, methodologies, trademarks, branding, documentation and other proprietary elements.

Except for the limited right expressly granted under these Terms, no licence or other right is granted to the Customer, whether by implication, estoppel or otherwise.

Customer Content remains the property of the Customer or its licensors. The Customer grants the Crember Entity a limited right to use Customer Content as reasonably necessary to provide, secure and improve the Services and as otherwise permitted by these Terms and applicable law.

Analytics and automated outputs

Crember may organise, compare or analyse information and generate recommendations or other outputs. Such outputs may be probabilistic and may contain errors. Unless expressly stated otherwise, analytical or AI-generated outputs are not representations or warranties of fact and should be independently verified before being relied upon for material commercial decisions.

The Customer shall not use Platform outputs as the sole basis for decisions that would unlawfully discriminate against individuals.

Security

The Crember Entity shall maintain reasonable technical and organisational safeguards appropriate to the nature of the Platform and the information processed through it. The Customer acknowledges that no online service can guarantee absolute security or uninterrupted availability.

Third-party services

Unless expressly stated otherwise, Crember and the Crember Entity are independent of and are not affiliated with, sponsored by, endorsed by or otherwise authorised by any social-media platform, creator platform or other third-party service whose information, links, references or integrations may be accessible through the Platform.

The Platform may integrate with or depend upon third-party services. The Crember Entity is not responsible for third-party services, their availability, content, policies, security practices or independent processing activities outside its reasonable control. The Customer shall comply with applicable third-party terms when using an integration or third-party service.

The platform may from time to time experience interruptions, days, reduced functionality or unavailability due to circumstances affecting third-party services or infrastructure, including changes to, suspension of, restriction on or discontinuation of third-party APIs, platforms, data sources, integrations or services, technical failures, outages, maintenance, security incidents or other circumstances beyond the reasonable control of Crember Entity. The Crember entity does not guarantee uninterrupted or continuous availability of Platform or any particular feature, data source or integration.

Where an interruption or degradation of Services occurs, the Crember Entity shall use commercially reasonable efforts to restore or resume the affected Services within a reasonable period, having regard to the nature and cause of the issue. The Customer acknowledges that the time required to resolve an issue may depend on the relevant third-party service or other circumstances outside the Crember Entity’s reasonable control.

Where a material interruption substantially affects the Customer’s paid access to the Services for a prolonged period, the Crember Entity may, at its discretion and having regard to the circumstances, provide a reasonable service extension, credit, refund or other commercially appropriate remedy. Unless expressly agreed otherwise in writing, no refund, credit or service extension shall be automatically due solely because of an interruption or temporary unavailability.

Suspension and termination

The Crember Entity may suspend access where reasonably necessary to protect the Platform, its users or third parties, including for material breach, non-payment, suspected unlawful activity, security risk, misuse, infringement or conduct that may expose the Crember Entity to material legal or operational risk.

The Customer may cancel or discontinue its Subscription in accordance with the cancellation terms applicable to the relevant Subscription. The Crember Entity may suspend or terminate access for material breach, non-payment, suspected unlawful activity, security risk, misuse, infringement or conduct that may expose the Crember Entity to material legal or operational risk.

Where appropriate, the Crember Entity may provide a reasonable opportunity to cure a breach before termination.

Upon termination, the Customer shall cease using the Platform and, subject to applicable law and agreed retention requirements, shall cease using Platform data that it is not otherwise entitled to retain.

Customer indemnity

The Customer shall defend, indemnify and hold harmless the Crember Entity, its affiliates and their respective directors, officers, employees and service providers from third-party claims, proceedings, losses, liabilities, penalties, damages and reasonable legal costs arising out of or relating to:

• (a)Customer Content or materials supplied by the Customer;
• (b)the Customer’s breach of these Terms;
• (c)the Customer’s unlawful processing or use of Creator Information;
• (d)communications or campaigns undertaken by the Customer;
• (e)the Customer’s use of Third-Party Content or Creative Content;
• (f)claims that Customer Content infringes third-party rights;
• (g)the Customer’s violation of privacy, advertising, consumer-protection or other applicable law; or
• (h)acts or omissions of the Customer or its Authorised Users.

The Customer shall promptly notify the Crember Entity of an indemnified claim, provide reasonable cooperation at the Customer’s cost, and shall not settle any claim in a manner that admits fault by, imposes an obligation on, or prejudices the Crember Entity without its prior written consent. The indemnity shall not apply to the extent a claim is finally determined to have arisen solely from the Crember Entity’s own wilful misconduct or infringement, or from liability that cannot lawfully be indemnified.

Disclaimer of warranties

To the maximum extent permitted by law, the Platform and information made available through it are provided on an “as available” and “as is” basis.

The Crember Entity does not warrant that the Platform or any information will be uninterrupted, error-free, complete, current, accurate or suitable for a particular purpose.

The Crember Entity does not warrant Creator availability, response, audience authenticity, campaign performance, commercial outcomes, engagement outcomes or continued availability of any particular information.

Limitation of liability

To the maximum extent permitted by applicable law, the Crember Entity shall not be liable for indirect, incidental, special, exemplary or consequential loss, loss of profits, revenue, business opportunity, goodwill, anticipated savings or data, or business interruption.

The Crember Entity’s aggregate liability arising out of or relating to the Platform or these Terms shall not exceed the subscription fees actually paid by the Customer to the Crember Entity during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

Changes to these terms

The Crember Entity may update these Terms from time to time. Material changes may be notified through the Platform or other reasonable means.

Continued use after the effective date of an updated version constitutes acceptance to the extent permitted by law.

Governing law, dispute resolution and jurisdiction

These Terms and any dispute, claim or controversy arising out of or in connection with them, their subject matter, existence, validity, interpretation, performance, termination or enforceability, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of India.

Any dispute arising out of or in connection with these Terms shall, to the extent legally permissible, be referred to and finally resolved by arbitration by a sole arbitrator appointed mutually by the parties. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Gurugram, Haryana. The language of the arbitration shall be English.

Subject to the foregoing arbitration provision, the courts at Gurugram, Haryana shall have exclusive jurisdiction in respect of interim or conservatory relief, applications for appointment or substitution of an arbitrator where required, assistance in or supervision of the arbitration, enforcement of any arbitral award, and any matter that is not legally capable of being referred to arbitration.

General

These Terms and the Crember Privacy Policy constitute the agreement governing the Customer’s use of Crember. Any subscription-specific terms expressly displayed on the Platform or communicated to the Customer at the time of subscription shall apply to that Subscription, provided they do not conflict with these Terms.

If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect. No waiver is effective unless made in writing.

The Customer may not assign its rights or obligations without the Crember Entity’s prior written consent.

Electronic communications, including notices made through the Platform or by email, may satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.