Payments Terms of Service

Last updated: Tuesday, 29 November 2022.

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These Payments Terms of Service (“Payments Terms”) are a binding legal agreement between you and Curate that govern the Payment Services (defined below) conducted through or in connection with the Curate Platform. When these Payments Terms mention “Curate,” “we,” “us,” or “our,” it refers to “Curate” as set out on Schedule 1 of the General Terms of Service with whom you are contracting.

Curate provides payments services to Users publishing, offering and booking Projects or Creator Services, including current and future services provided via the Curate Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

  • Collecting payments from Clients (“Payment Received”), by charging the payment method associated with their Curate account, such as credit card, debit card, bank account or PayPal account (“Payment Received Method”);

  • Effecting payments to Content Creators (“Payment Made”) to a financial instrument associated with their Curate account, such as a PayPal account, bank account, a prepaid card, or a debit card (“Payment Made Method”);

  • Effecting payments to a third-party Payment Made Method designated by a Content Creator;

  • Collection and payment of charitable donations;

  • Payment collection services; and

  • Other payment related services in connection with Content Creator Services.

In order to use the Payment Services, you must be at least 18 years old, must have an Curate account in good standing in accordance with the General Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

The  separately govern your use of the Curate Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.

TABLE OF CONTENTS

1.     YOUR USE OF THE PAYMENT SERVICES

2.     CLIENT TERMS

3.     CONTENT CREATOR TERMS

4.     APPOINTMENT OF CURATE AS LIMITED PAYMENT COLLECTION AGENT

5.     GENERAL TERMS

6.     DAMAGE CLAIMS AND DAMAGE AMOUNTS

7.     PROHIBITED ACTIVITIES

8.     FORCE MAJEURE

9.     DISCLAIMERS

10.       LIABILITY

11.       INDEMNIFICATION

12.       MODIFICATION, TERM, TERMINATION, AND OTHER MEASURES

13.       MISCELLANEOUS

14.       ADDITIONAL CLAUSES FOR USERS THAT ARE BUSINESSES

1.         YOUR USE OF THE PAYMENT SERVICES

1.1 Curate Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. Curate may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Curate may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Curate will provide notice to Users of any changes to the Payment Services, unless such changes do not materially increase the Users’ contractual obligations or decrease the Users’ rights under these Payments Terms.

1.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Users should review them. Curate is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Curate of those Third-Party Services.

1.3 Your Curate Account. Curate may enable features that allow you to authorise other Users or third parties to take certain actions that affect your Curate account. You may authorise a third party to use your Curate account if the feature is enabled for your Curate account. You acknowledge and agree that anyone you authorise to use your Curate account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

1.4 Verification. You authorise Curate, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payment Made Method Method(s). Curate reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2.         CLIENT TERMS

2.1 Adding a Payment Method. When you add a Payment Method to your Curate account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Curate or its third-party payment processor(s). You authorise Curate and its payment service providers to collect and store your Payment Method information in accordance with our Privacy Policy.

2.2 Payment Method Verification. When you add or use a new Payment Method, Curate may verify the Payment Method by (i) authorising your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your Curate account so it can be used for a future transaction. You can remove the Payment Method from your Curate account as long as it is not associated with an active or future Project.

2.3 Payment Authorisation. You allow Curate to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Curate account, including in accordance with the Terms.

2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

2.5 Timing of Payment. Curate generally charges the Total Project Cost due after the Content Creator accepts your Project. Curate may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the Curate Platform and included in the Total Project Cost, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If Curate is unable to collect the Total Project Cost due, as scheduled, Curate will collect the Total Project Cost due at a later point in accordance with Section 5.3. Once the payment for your requested booking is successfully completed, you will receive a confirmation e-mail.

2.6 Currency. Curate will process each transaction in the currency you select via the Curate Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence, and/or your Curate contracting entity(ies). Any such limitations will be communicated via the Curate Platform, and you will be prompted to select a different currency or Payment Method. Note that if your Curate contracting entity’s location is different than the country of your Payment Method, or your selected currency is different than your Payment Method's billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. In addition, if you select to pay with a currency that is different than your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. Curate is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

2.7 Project Request Status. If a requested Project is declined because it is not accepted by the Content Creator, you cancel the booking request before it is accepted by the Content Creator, or Curate cancels the booking, any amounts collected by Curate and due to you pursuant to the policies described in Section 5.5, will be refunded to you, and any pre-Authorisation of your Payment Method will be released (if applicable) in accordance with Section 5.5.2

2.8 Payment Restrictions. Curate reserves the right to decline or limit payments that we believe (i) may violate Curate’ risk management policies or procedures, (ii) may violate these Payments Terms or the Terms (iii) are unauthorised, fraudulent or illegal; or (iv) expose you, Curate, Curate, or others to risks unacceptable to Curate.

2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Curate is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

2.10 Your Payment Method, Your Responsibility. Curate is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

2.11 Different Ways to Pay

2.11.1 Payment Plan

2.11.1.1 Curate may make available to Clients the option to pay a portion of the Total Project Cost at the time of booking and pay the remainder of the Total Project Cost at a later time prior to delivery of the Content (“Payment Plan”). Availability of this option may depend on the specific Creator and/or Payment Method.

2.11.1.2 If you choose a Payment Plan, the Curate Platform will notify you during check out of the amount, currency and schedule of each payment due. On the following payments due date, Curate will automatically charge the original Payment Method you used to make the booking.

2.11.1.3 If you make a modification to a booking made with a Payment Plan, Curate will notify you of the revised payment schedule, as applicable. If the modification increases your Total Project Cost, you may be required to make an additional partial payment of the new Total Project Cost at the time of the modification.

2.11.1.4 You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.

2.11.1.5 If Curate is unable to collect your payment, Curate will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 (seventy two) hours of the notice. If you fail to complete the payment, you authorise Curate to cancel the booking on your behalf. If the booking is cancelled, you will be refunded based on the Content Creator’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the Content Creator’s cancellation policy.

2.11.2 Recurring Payments

2.11.2.1 For certain Projects, Curate may require a Client to make recurring, incremental payments toward the Total Project Cost owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the Curate Platform if applicable to a Project.

2.11.2.2 If Recurring Payments apply to a confirmed Project, then the Client authorises Curate to collect the Total Project Cost due.

2.11.2.3 Clients may stop a Recurring Payment by notifying Curate orally or in writing at least three (3) business days before the scheduled date of the payment. Curate may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, Curate is not obligated to honour your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact Curate. 

3.         CONTENT CREATOR TERMS

3.1 Payment Collection. Curate generally collects the Total Project Cost of a booking at the time the Client’s booking request is accepted by the Content Creator, unless noted otherwise.

3.2 Valid Payment Made Method. In order to receive a Payment Made Method you must have a valid Payment Made Method linked to your Curate account. When you add a Payment Made Method to your Curate account, you will be asked to provide information such as name, government identification, tax ID, billing address, and financial instrument information either to Curate or its third-party payment processor(s). Depending on the Payment Made Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, Payment Made Method currency, identification number and account information associated with a particular payment processor. Providing requested information is required for a Payment Made Method to be valid. The information Curate requires for a valid Payment Made Method may change, and Curate may request additional information at any time; failing to provide requested information may result in Curate temporarily placing a hold, suspending, or cancelling any Payment Made Method until the information is provided and, if necessary, validated. You authorise Curate to collect and store your Payment Made Method information. Curate may also share your information with governmental authorities as required by applicable law.

3.3 Timing of Pay-out

3.3.1 Subject to and conditional upon successful receipt of the payment(s) from Client, Curate will generally initiate Pay-outs to your selected Payment Made Method within 7 (seven) business days of the Project being completed.

3.3.2 Curate may offer you a different Payment Made Method time or trigger for payment, which may be subject to additional terms and conditions. The time it takes to receive Pay-outs once released by Curate may depend upon the Payment Made Method you select.

3.4 Pay-out. Your Payment Made Method for a Project will be the Total Project Cost less applicable fees like Curate’s service fees and applicable taxes. In the event of cancellation of a confirmed booking, Curate will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payment Made Method Restrictions. Curate may temporarily place a hold, suspend, or cancel any Payment Made Method for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify requested information. Furthermore, Curate may temporarily place a hold on, suspend, or delay initiating or processing any Payment Made Method due to you under the Terms as a result of high volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).

3.6 Currency Conversion. Curate will remit your Pay-outs in the currency you select via the Curate Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payment Made Method, your country of residence, and/or your Curate contracting entity(ies). Any such limitations will be communicated via the Curate Platform, and you will be prompted to select a different currency or Payment Made Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payment Made Method you select, and Curate is not responsible for any such fees and disclaims all liability in this regard.

3.7 Limits on Pay-outs. For compliance or operational reasons, Curate may limit the amount of a Pay-out. If you are due an amount above that limit, Curate may make a series of Pay-outs (potentially over multiple days) in order to provide your full Payment Made Method amount.

3.8 Payment Service Providers. Payment Made Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Pay-outs in connection with the Payment Services (including deducting charges from the Payment Made Method amount), and Curate is not responsible for any such fees and disclaims all liability in this regard. Your Payment Made Method may also be subject to additional terms of use. Please review them before using your Payment Made Method.

3.9 Handling of Funds. Curate may combine amounts that it collects from Clients and invest them as permitted under applicable laws. Curate will retain any interest it earns on those investments.

3.10 Your Payment Made Method, Your Responsibility. Curate is not responsible for any loss suffered by you as a result of incorrect Payment Made Method information provided by you.

3.11 Different ways to get paid

3.11.1 Split Pay-outs

If you provide Content Creator Services jointly with one or more other Content Creators as part of a team, business or other organisation (“Content Creator Team”), Curate may make available to such Content Creators the option to allocate between the Users of the Content Creator Team the total Content Creator Payment Made Method for a booking. Curate will execute such payments at the instruction of one or more Users of the Content Creator Team and is not responsible for any losses related to errors or omissions made by the Content Creators in providing such payment instructions.

4.         APPOINTMENT OF CURATE AS LIMITED PAYMENT COLLECTION AGENT

4.1 Each Content Creator hereby appoints Curate as the Content Creator’s payment collection agent solely for the limited purpose of accepting and processing funds from Clients purchasing Content Creator Services on the Content Creator’s behalf.

4.2 Each Content Creator, including each Content Creator Team User, agrees that payment made by a Client through Curate, shall be considered the same as a payment made directly to the Content Creator, and the Content Creator will provide the Content Creator Service booked by the Client in the agreed-upon manner as if the Content Creator has received the payment directly from the Client. Each Content Creator agrees that Curate may refund the Client in accordance with the Terms. Each Content Creator understands that Curate’ obligation to pay the Content Creator is subject to and conditional upon successful receipt of the associated payments from Client. Curate guarantees payments to Content Creator(s) only for such amounts that have been successfully received by Curate from Clients in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Content Creator, Curate assumes no liability for any acts or omissions of the Content Creator.

4.3 Each Client acknowledges and agrees that, notwithstanding the fact that Curate is not a party to the agreement between you and the Content Creator(s), Curate acts as each Content Creator’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Content Creator(s). Upon a Client’s payment of the funds to Curate, the Client’s payment obligation to the Content Creator(s) for the agreed upon amount is extinguished, and Curate is responsible for remitting the funds successfully received by Curate to the Content Creator(s) in the manner described in these Payments Terms. In the event that Curate does not remit any such amounts, the Content Creator(s) will have recourse only against Curate and not the Client directly.

5.         GENERAL TERMS

5.1 Fees. Curate may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the Curate Platform.

5.2 Payment Authorisations. You authorise Curate to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant booking, or any other Payment Method on file that you authorise in your Curate account (unless you have previously removed the Authorisation to charge such Payment Method(s)), or (ii) by withholding the amount from your future Pay-out. Specifically, you authorise Curate to collect from you:

  • Any amount due to Curate or Curate (e.g., as a result of your bookings, Project Modifications, cancellations, or other actions as a Client, Content Creator or user of the Curate Platform), including reimbursement for costs prepaid by Curate or Curate on your behalf. Any funds collected by Curate will set off the amount owed by you to Curate or Curate and extinguish your obligation to Curate or Curate.

  • Any amount due to a Content Creator from a Client which Curate collects as the Content Creator’s payment collection agent as further set out in Section 4 above.

  • Taxes, where applicable and as set out in the Terms.

  • Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Content Creator, you cancel a confirmed booking).

  • Any amounts already paid to you as a Content Creator despite a Client cancelling a confirmed booking or Curate deciding that it is necessary to cancel a booking in accordance with the Terms or other applicable cancellation policy. You agree that in the event you have already been paid, Curate will be entitled to recover the amount of any such Client refund from you, including by subtracting such refund amount out from any future Pay-outs due to you.

If you owe an amount at any time after a booking, such as with Payment Plan or Recurring Payment charges or Project Modifications (“Additional Amounts”), you authorise Curate to collect payments for such Additional Amounts by charging your Payment Method associated with the relevant booking without any further action on your part. Curate will notify you in writing before any Additional Amounts are charged.

If your Payment Method associated with the relevant booking is determined to be expired, invalid or otherwise not able to be charged for any reason (such as insufficient funds), you remain responsible for any uncollected amounts and Curate may charge the Payment Method related to your booking again or use any other Payment Method on file associated with your Curate account, if available, to collect such Additional Amounts. Any amount not collected for any reason will be subject to any remedies that may be available, including, but not limited to, referral to a collections agency, or pursuit of available causes of action or claims against you.

If Curate has reason to believe that you as a Content Creator participated in fraudulent activity, such as an overpayment scam, booking fraud or other fraud, and Curate released the Payment Made Method for such stay, Curate may recoup from you such amount by reducing, setting off or debiting the amount from any future Pay-outs owed to you.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Curate collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

5.3 Collections

5.3.1 If Curate is unable to collect any amounts you owe under the Terms and these Payments Terms, Curate may engage in collection efforts to recover such amounts from you.

5.3.2 Curate will deem any owed amounts overdue when: (a) for authorised charges, one hundred and twenty (120) days have elapsed after Curate first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Content Creator’s future Pay-outs, two hundred and seventy (270) days have elapsed after the adjustment is made to the Content Creator’s Curate account or the associated services have been provided, whichever is later.

5.3.3 Curate will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorised charges, after Curate first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Content Creator’s future Pay-outs, after the adjustment is made to the Content Creator’s Curate account or the associated services have been provided, whichever is later.

5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Curate and/or Curate by you. Such communications may be made by Curate, Curate, or by anyone on their behalf, including but not limited to a third-party collection agent.

5.4 Payment Processing Errors

5.4.1 Curate will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payment Made Method or Payment Method used or selected by you, so that you end up receiving or Payment Received the correct amount. This may be performed by Curate or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.

5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to Curate.

5.5 Refunds

5.5.1 Any refunds or credits due to a User pursuant to the Terms will be initiated and remitted by Curate in accordance with these Payments Terms.

5.5.2 Subject to this Section, Curate will initiate the refund process immediately. In certain instances, the refund process may include the option to receive credit in lieu of a cash refund; if this option is made available to you, the timing of your refund will be communicated via the Curate Platform. The time it takes to receive any cash refund or for any pre-Authorisation of your Payment Method to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, Curate will initiate and process the refund as soon as is practicable.

6.         PROHIBITED ACTIVITIES

You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations;

  • breach or circumvent any agreements with third parties, third-party rights, or the Terms;

  • use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;

  • register or use any Payment Method or Payment Made Method with your Curate account that is not yours or you do not have Authorisation to use;

  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Curate or any of Curate’ providers or any other third party to protect the Payment Services;

  • take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;

  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or

  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

7.         FORCE MAJEURE

Curate shall not be liable for any delay or failure to fulfil any obligation under these Payments Terms resulting from causes outside the reasonable control of Curate or Curate, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labour or materials (“Force Majeure Event”).

8.         DISCLAIMERS

8.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

8.2 Notwithstanding Curate’ appointment as the limited payment collection agent of Content Creators pursuant to Section 4, Curate explicitly disclaims all liability for any act or omission of any User or other third party. Curate does not have any duties or obligations as agent for each Content Creator except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

8.3 If we choose to conduct identity verification on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

8.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

9.         LIABILITY

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorise another person to use your Curate account in any way, you are responsible for the actions taken by that person. Neither Curate nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Users or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, delict (including negligence), product liability, or any other legal theory, and whether or not Curate has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Content Creators pursuant to these Payments Terms, in no event will Curate’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for Projects via the Curate Platform as a Client in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Content Creator, the amounts paid by Curate to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred South African Rand (R100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Curate and you.

10.       INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to release, defend (at Curate’s option), indemnify, and hold Curate and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.

11.       MODIFICATION, TERM, TERMINATION, AND OTHER MEASURES

11.1 Modification. Except as otherwise required by applicable law, Curate may modify these Payments Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the Curate Platform and update the “Last Updated” date at the top of these Payment Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective. If you are contracting with Curate UK, or Curate Australia, you will receive at least two (2) months advance notice. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payments Terms.

11.2 Term. This agreement between you and Curate reflected by these Payment Terms is effective when you create a Curate account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 11.3.

11.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your Curate account. Terminating this agreement will also serve as notice to cancel your Curate account pursuant to the Terms. Without limiting our rights specified below, Curate may terminate this agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. Curate may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) Curate believes in good faith that such action is reasonably necessary to protect other Users, Curate, Curate, or third parties.

11.4 Suspension and Other Measures. Curate may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payment Made Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if Curate believes in good faith that such action is reasonably necessary to protect the personal safety or property of Curate, its Users, Curate, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method

11.5 Appeal. If Curate takes any of the measures described in Section 11.3 and 11.4 you may appeal such a decision by contacting customer service.

11.6 Effect of Termination. If you cancel your Curate account as a Content Creator or Curate takes any of the measures described above, Curate may provide a full refund to any Clients with confirmed booking(s), and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled. If you cancel your Curate account as a Client, Curate will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy. If your access to or use of the Payment Services has been suspended or limited or this agreement has been terminated by us, you may not register a new Curate account or attempt to access and use the Payment Services through a Curate account of another User.

11.7 Survival. Sections 5 through 13 of these Payments Terms shall survive any termination or expiration of this agreement.

12.       MISCELLANEOUS

12.1 Interpreting these Payments Terms. Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire agreement between Curate and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Curate and you regarding the Payment Services. If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

12.2 No Waiver. Curate’s failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.

12.3 Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Curate’ prior written consent. Curate may without restriction assign, transfer, or delegate this agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice.

12.4 Notices. Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by Curate via email or Curate Platform notification, and depending on your notification setting, messaging service (including SMS and WhatsApp). The date of receipt will be deemed the date on which Curate transmits the notice.

13.       ADDITIONAL CLAUSES FOR USERS THAT ARE BUSINESSES

The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payments Terms, “you” and “your” will refer and apply to that business, company or other legal entity).

13.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.

13.2 You and your Representative individually affirm that you are authorised to provide the information described in Section 2.1 and Section 3.2 and your Representative has the authority to bind you to these Payments Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.

13.3 You represent and warrant to us that: (i) you are duly organised, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorisations in this agreement.

13.4 If you are using your Payment Method for the benefit of your employees or other authorised third-party in connection with Curate, as permitted by your account, you authorise Curate to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.

13.5 For any Payment Made Method linked to your Curate account, you authorise Curate to store the Payment Made Method, remit payments using the Payment Made Method for bookings associated with your Curate account and take any other action as permitted in the Payments Terms in respect of the Payment Made Method.

14.6 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see https://www.visa.com/cisp and https://www.mastercard.com/sdp.