Terms of Use

TERMS & CONDITIONS - General Cloudbreakr Platform
These TERMS OF USE (this “Agreement“) are agreed to between Advwhere, ltd. (“Advwhere”) and you, or if you represent a company or other entity, that company or entity (in either case, “You”).

Advwhere has developed a web-based service available through various websites (each a “Site”) and applications (each, an “Application”) operated and provided by and on behalf of Advwhere (such service, together with each Site and Application, together, the “Platform”). The Platform enables public relation executives, marketers, advertisers, brands, agents (collectively, “Business Users”) to look into the profile of different influencers (“Influencers”) with various self-made key performance matrix and connect to the users.

You are interested in using the Platform. Before accessing or using the Platform, You are required to agree to the terms of this Agreement. This Agreement includes the terms and conditions below and Advwhere’s the-current Privacy Policy and other policies related to Business Users. You are responsible for compliance with this Agreement (including these policies).

Unless You later enter into any other agreements with Advwhere regarding the Platform, this Agreement is the complete and exclusive agreement between You and Advwhere regarding Your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Advwhere relating to Your use of the Platform.


IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, Advwhere IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM and YOU MUST NOT ACCESS OR USE THE PLATFORM. IF YOU ACCESS OR USE THE PLATFORM, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.

1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in Hong Kong.

2. Term. This Agreement is entered into as of the earlier of the date You first access or use the Platform, or indicate your acceptance by clicking a box that states you accept this Agreement (the “Effective Date”) and will continue until terminated as set forth herein.

3. Modifications. Advwhere reserves the right, at any time, to modify the Platform, or this Agreement, by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Modifications will be effective immediately upon posting on the Platform or such other notice. You may cease using the Platform at any time if you do not agree to any modification. However, You will be deemed to have agreed to such modification through Your continued use of the Platform following such notice.

4. Account. You may be required to establish an account on the Platform (an “Account”) to access an Application and certain portions of the Platform. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Advwhere immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current.

5. Access To Content. Unless otherwise noted on the Platform, all content, data or other information provided through the Platform (excluding Your Assignments) (collectively “Content”) is owned by Advwhere. You are solely responsible for verifying the accuracy, completeness, and applicability of all such Content, and for Your use of any such Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information or content from Business Users or Influencers and other independent third party Content providers (“Third Party Content”). Advwhere has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Platform. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact Advwhere.

6. Suspension. Without limiting Advwhere’s right to terminate this Agreement, Advwhere may also suspend Your access to the Platform, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Advwhere to be inappropriate or detrimental to the Platform, Advwhere, or any other Business User or Influencer.

7. Platform Technology. The Platform, and the databases, software, hardware and other technology used by or on behalf of Advwhere to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Advwhere. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.

8. Ownership. Advwhere retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your right to access the Platform and Content under this Agreement. The Advwhere name, logo and all product and service names associated with the Platform and Content are trademarks of Advwhere and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

9. Indemnity. You hereby agree to indemnify, defend, and hold harmless Advwhere and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Platform or Technology, and any breach by You of this Agreement. Advwhere will provide You with notice of any such claim or allegation, and Advwhere will have the right to participate in the defense of any such claim at its expense.

10. Limitation on Liability. Advwhere will not be liable for any indirect, incidental, special, exemplary or consequential damages, however caused, under any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise), arising in connection with or out of the use of the platform or services, even if Advwhere has been advised of the possibility of such damages, including, without limitation, any loss of submissions, opportunity, revenues or profits, business interruption, or procurement of substitute goods or services. Advwhere’s total cumulative liability in connection with this agreement and all services provided under this agreement, whether in contract or tort or otherwise, will not exceed $10. You agree that Advwhere would not enter into this agreement without these limitations on its liability. In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, Advwhere’s liability is limited to the maximum extent permitted by law.

11. Data Privacy. You expressly consent to the use and disclosure of personally identifiable and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Advwhere will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Platform. To the extent any such data or information is collected or generated by Advwhere, the data and information will be solely owned by Advwhere and may be used by Advwhere for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

12. Provision of Services. Advwhere is constantly innovating and changing its platform in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Advhwere provides may change from time to time without prior notice to you. You acknowledge and agree that Advwhere may stop (permanently or temporarily) providing the platform Services (or any features or functionality within the platform) to you or to users generally at Advwhere’s sole discretion, without prior notice to you. You and/or Advwhere may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Advwhere shall not have any liability regarding such decisions.

13. Charges. Advwhere also reserves the right to change the service fee or institute new charges or fees, from time to time, as it deems appropriate. In the event that any business user fails to pay the service fee or any other fees or charges due to Advwhere, Advwhere reserves the right to suspend or terminate the business user’s right to access the Database, without prejudice to all other rights and remedies available to Advwhere.

14. Conduct. Users of the Platform should never harvest, collect, gather, or assemble information or data (including e-mail addresses) regarding other users without their and our consent; Harass or interfere with anyone else’s use and enjoyment of the Platform; Provide false or fraudulent information when setting up a Profile; Purchase or create fake or false social media contacts or social media network followers; Set up a Profile for illegal or nefarious purposes.

15. Inaccurate data. When using the Platform, you will be exposed to Content from a variety of sources, and there’s a chance it might be inaccurate, offensive, indecent, or objectionable. Because you fully understand all this, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to Content that, rightly or wrongly, rubs you the wrong way.

16. Access to Advwhere Technology. Except as expressly provided in these Terms of Use, you agree to not, and not allow any third party to:

Access or attempt to access the Technology by any means other than through the Advwhere user interface; Attempt to circumvent or overcome any protection measures intended to restrict access to any portion of the Platform or Technology; Monitor the availability, performance, or functionality of the Technology; Use the Technology unlawfully, or (except with our consent) in any manner that could damage, disable, overburden, or impair it; Interfere with the operation or hosting of the Platform or Technology, including but not limited to violating or attempting to violate any security feature, place malware or similar harmful code into the Platform or Technology, or link to websites or other applications that contain malware or similar harmful code; Overload, overwhelm, or carry out a denial-of-service attack on, or otherwise prohibit the proper function of, the Platform or Technology; Interfere with, disrupt, or create an undue burden on the servers or networks that host the Platform, or violate the regulations, policies, or procedures of such networks; Introduce software, automated agents, or scripts to the Platform or Technology so as to produce multiple accounts; generate automated searches, requests, or queries; or access, collect, intercept, strip, scrape, or mine information or data from, or in transit to or from, the Platform, including any software that reads areas of RAM or streams of network traffic; Systematically retrieve data or other Content from the Platform to create or compile a collection, compilation, database, or directory, whether by manual methods, web robots, or otherwise; License, sublicense, sell, rent, convey, pledge as security, lend, loan, lease, transfer, assign, reproduce, or distribute to a third party the Platform, Technology, or your rights to either, or otherwise encumber the rights and licenses granted hereunder; Copy, republish, download, display, post, save, disclose, modify, store, co-brand, alter, or transmit in any form or by any means any part of the Platform or Technology, or create compilations or derivative works of the Platform or Technology or any part thereof; Dissemble, decompile, reverse-compile, translate, adapt, reverse-engineer, or otherwise attempt to derive any part of the Platform or Technology or its method of operation; Access the Platform or Technology in order to build similar or competitive websites, platforms, or services; or Use, display, mirror, or frame any part of the Platform or Technology, including archives, layout, design, or proprietary information contained therein or on any related web page or form without our express written consent.

You are responsible for obtaining access to the Platform and for having all the equipment necessary to do so, even if that means you incur fees from a third party (such as an Internet Service Provider), including telephone, equipment, airtime, or Internet Service Provider charges. (We’ll often provide free access to our Platform for employees, independent contractors, or agents, though.)

17. Data Collection. Data displayed on the Platform are extracted from social media platforms in a lawful manner. They are public data which are obtained without any illicit action and no illegal data is involved.

TERMS & CONDITIONS - Cloudbreakr Marketplace

Cloudbreakr (hereafter to as “CB”) is a social influencer marketing platform (hereafter to as “Platform”) provided by Advwhere Limited., which provides analytics software for business users, as well as connects influencers and business users or clients of CB via the Marketplace.

CB has made every attempt to ensure the reliability and accuracy of information provided on this Platform but as such, this information is provided without warranty of any kind. CB does not and will not accept liability or responsibility of any manner for the completeness, accuracy, content, legality, or reliability for the information on this platform. The services on CB as well as all information, products, content and other services included are made available to you on an “as is” basis, unless specified in writing.

You agree that you use the Cloudbreakr Service at your sole risk. By accessing, using and browsing the Marketplace, you acknowledge that you have read, understood and agreed to be bound by these terms and conditions below, and to comply with all applicable laws, rules and regulations.


Cloudbreakr (“CB”) and Cloudbreakr Platform: the social influencer marketing platform developed and owned by Advwhere Limited, includes all the features that are available on its website or application

Marketplace: the online platform and feature operates on CB, which is developed for Business Users and Influencers to collaborate for the marketing activities towards different goods & services.

Business User(s): the legal or natural person(s), or entity that is using CB’s services.

Influencer(s): the legal or natural person(s), or entity providing services to CB and it’s Business Users through Cloudbreakr Platform and Marketplace.

Active Campaign(s): a project uploaded by a Business User which requires application or acceptance by different influencers, who shall then propose a method of participation to the Campaign to be agreed upon by the Business User. The Active Campaign shall specify certain aspects in details in addition to the Terms and Conditions which may include scope of services required, Job Fee, payment details, and timeline for a certain Active Campaign.

Job Fee(s): the remuneration set by a Business User on each Active Campaign for successful completion of an Active Campaign by an Influencer.


In consideration of the terms outlined in this Terms and Conditions, the Influencer and CB agree to enter into Terms and Conditions whereby CB shall provide access to Marketplace where Influencers can join and sign up an account; connect and verify their social media; apply and accept Active Campaigns; submit, upload, amend their workmanship and works; publish their works on the respective social media channels, in according to the requirement stated on the Clients’ ActiveCampaigns.

Business Users submit their campaigns onto the Marketplace to tender possibilities in finding Influencers who would best fit the Active Campaign. Once the Client accepts the Influencer, the Influencer would be deemed to have accepted the terms of the Active Campaign and is therefore contracted for that Active Campaign. By using Marketplace, the Client represents and warrants that the Business User has the right, authority and capacity to enter into the Terms and Conditions. If the Business User does not meet all of these requirements, the Business User must not access or use Marketplace.

The Influencer completely and unequivocally agrees to be bound by the terms and conditions of the Terms and Conditions without modification. If the Influencer does not intend to be legally bound to the Terms and Conditions, the Influencer may not access or otherwise use the Marketplace. CB reserves the right, at any time, to update and change any or all of these terms and conditions, at its sole discretion.

CB makes no claims that the Marketplace or any of its content is accessible or appropriate based on the domicile of the Influencer. Access to CB and the Marketplace may not be legal for certain persons or in certain countries. If the Influencer accesses CB and the Marketplace, the Influencer does so on its own initiative and as such, shall be responsible for compliance with local laws.


For Business User:

1. Campaign Creation:

- Cloudbreakr provides the Marketplace for business users to create campaigns, recruit and manage collaborations with influencers. A business user has to acknowledge that the campaign details, such as product description, business information, task requirement and payment terms doesn't violate for following details:

- not to post or transmit any unlawful, fraudulent, libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable or unreasonable Information of any kind, including without limitation any transmissions constituting or encouraging conduct that may constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or foreign law;

- not to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication, or engage in spamming or flooding;

- not to post or transmit any Information or software which contains any virus, trojan horse, worm or other harmful component;

- not to post, publish, transmit, reproduce, distribute, exploit or use in any way any Information obtained through the website for or in connection with the following purposes:

(i) conducting any direct marketing activities and/or disseminating or circulating any part of the content of any unsolicited publicity or advertising materials;

(ii) advertising and/or promoting any goods and services;

(iii) sale or exchange of any part of the Information obtained through the Website for any benefits, gain, profit or rewards; or

(iv) any other commercial purposes; and/or

- not to upload, post, publish, transmit, reproduce, or distribute in any way, Information obtained through the Website which is protected by copyright, or other proprietary right, or create derivative works with respect thereto, without the prior written permission of the copyright owner or rightsholder.

2. Campaign Management:

- In any campaign collaboration happening on the Marketplace, Cloudbreakr only serves as a platform for both the business users and influencers to make their collaboration. Cloudbreakr does not responsible for any loss / damage:

- The Business User is solely responsible for reviewing and approving all Posts that form part of their Active Campaign and for the payment of the applicable Payout of Job Fee to Cloudbreakr, nor is Cloudbreakr liable in any way for the content of any Post. These Terms of Use shall apply to all transactions conducted through the Cloudbreakr Platform.

- Influencers and Business Users agree that they will not attempt to negotiate terms or payment with each other outside of the Cloudbreakr Platform. Without limiting any other rights or remedies available to Cloudbreakr, any attempt to circumvent the Cloudbreakr Platform may result in removal from the Cloudbreakr Platform at Cloudbreakr's sole discretion.

- It is the Business User’s responsibility to review Influencer's posts for compliance with the requirements set forth in their own campaign project.

3. No Cancellation

- In any circumstance, once an Active Campaign is submitted by a business user to Marketplace and approved by the CB team, no further amendment or cancellation is allowed, unless there is a written agreement granted by the CB team as special arrangements.

- In the case where an Active Campaign details are changed, including but not limited to the job scope, campaign period, task submission date or payment of Job Fee, the budget allocated shall be used for the same Active Campaign or allocated to an immediate upcoming campaign within a reasonable time approved by the CB team.

- If there are influencers who have accepted and confirmed in the Active Campaign, regardless of the task is completed or cancelled, the brand has the responsibility to proceed the payment as agreed in the Active Campaign, unless there is any mutual agreement formed between the parties.

For Influencer:

1. Signup:

- By logging in or directly integrating these Social Media Services into the Platform, Cloudbreakr shall verify the ownership of the social media pages provided by the influencers and capture the data needed to report metrics to the Business Users such as follower count, like count, and calculate your payouts for Campaigns. We limit the personal information shared with these third parties to that which is necessary to carry out those functions. It is important for an influencer to grant the necessary permission and maintain the app record when they register under a social login method, so as to allow the platform to verify all the activity. Failure to comply with the above terms may result in unsuccessful Job Fee payout requests on the specific campaign.

- To register an Account, Influencer must sign up from the Cloudbreakr website, or download the Application and sign in to the Application. In order to complete a sign up, influencer have to connect their social media to verify their access or ownership to the pages before they submit or accept any Active Campaign on the Marketplace.

2. Quotation and Payment:

2.1 Quotation Valid Period

- Influencer who sign up on the Cloudbreakr Platform acknowledge and agree that the Business User, not Cloudbreakr, will be solely liable for Payment of the applicable Job Fee for the approved tasks on each Active Campaign. Cloudbreakr merely facilitates such Payment on behalf of the Business User and, while Cloudbreakr may remit payment to the candidates directly to the account details provided by the influencer, under no circumstances does Cloudbreakr accept liability for Payment of the Job Fee.

You agree that you will not pursue any actions, legal or otherwise, against Cloudbreakr for any non-payment, and that this provision constitutes a bar to any such proceedings. Cloudbreakr will make every attempt to ensure the reliability and accuracy of information provided by the Business users and its Active Campaigns on the Marketplace.

3. Task Submissions and Approvals

3.1. Originality / Violation

- Influencer acknowledges that the relevant task that contain any content creation, is original and does not contain materials that have been previously broadcast, streamed, published or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party. By accepting an Active Campaign, Influencer acknowledges that all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party.

3.2. No editing after Approval

- Influencer will not have an opportunity to edit a submission after a Business User has approved the Task you submitted. You agree that you are solely responsible for the requirement on the publication of social media posts and completion of tasks stated in the Active Campaign that you applied, accepted and approved by the Business User.

3.3. Tasks Completion

- Influencer shall ensure the completion of tasks assigned and agreed in the Active Campaign.If there is Sponsored Content required in an Active Campaign, influencer shall publish the post onto their own social media pages as according to the detailed requirement stated, including but not limited to the use of wordings, use of hashtags, posting time, photos and video requirement etc.

- If there are additional requirements provided by the Business User, the influencer shall make clear communication with the Business User on the deliverables and make every attempt to reach the agreement on it. It is the Business User’s right to approve, amend or reject the tasks and sponsored content submitted by the influencer. Cloudbreakr does not hold any responsibility on any communication conducted between the Business User and Infleuncer.

3.4. No Cancellation

- In any circumstance, once an Influencer confirms its application or acceptance to an Active Campaign and such enrollment is confirmed by a Business User, a legal agreement is formed to the collaboration. Unless there is a mutual agreement formed by both parties or there is an emergency case happening, it is an Influencer’s responsibility to fulfil and complete the tasks in accordance with each of the Active Campaign requirements. No cancellation or withdrawal is allowed. CB platform does not hold any legal liability on the collaboration and it is an influencer sole liability to ensure its compliance to the Active Campaign requirements.

3.5. Accessibility of Sponsored Content & Insights

- If there is a required Sponsored Content to be posted onto the influencer’s social media pages, it is the influencer’s responsibility to ensure the requirement is aligned with the terms stated on the Active Campaign for the automated system to track the post and insights for reporting, while an influencer may need to submit a URL / screen capture image of the post and insights on the Cloudbreakr Platform under the respective Active Campaign. The Sponsored Content reference materials must associate to the same content that was approved by the Business User in the Active Campaign. The Sponsored Content must remain accessible on the Social Media Network and Pages for the duration specified in the Active Campaign (the "Posting Period") in order for the Platform to validate the fulfillment and to earn compensation for it.

- The Sponsored Content must remain accessible in 90 days after posting unless there is special arrangement. Cloudbreakr will automatically check if your post remains live and exactly as it was when approved by the Business User before assisting on the payment of Job Fee provided by the Business User for the respective Active Campaign.

3.6. Payment Terms

- After an approved sponsored post is published, Cloudbreakr shall act on behalf of the Business User, to pay the Job Fee via your bank account within 60 days from the end date of the Active Campaign. Cloudbreakr acts solely as the platform provider or agency to assist the operation and proceed the payment transferred from the Business User only and it does not hold any liabilities on the payment.

3.7. Compliance of Terms

- Any tasks and sponsored posts, conducted by influencer to each Active Campaign, must adhere to the requirements contained in these Terms of Use. Posts which do not comply with this condition may be removed from the Cloudbreakr Platform. If you do not comply, you will not be paid.

3.8. Age

- Any person with age of 16 years or older, or over the age of 13 years with the written consent of a parent or legal guardian, may register a Cloudbreakr Account.