BINARYKOL Platform Terms of Service

Influencer Matching & Agency Services

Welcome to binarykol.com (the "Platform"), a social-media influencer matching and agency platform built and operated by 【新勢星傳有限公司】 [Company Name] (the "Company"). By completing registration on the Platform, or by starting to use any of the services provided by the Platform — including influencer matching, online contract formation, business matchmaking and escrow payment services (collectively, the "Services") — you are deemed to have fully read, understood and agreed to the entire contents of these Terms of Service (the "Terms"). If you are a person with limited or no legal capacity, you may register and use the Services only with the permission or consent of your statutory agent.

1. Platform Role & Legal Effect of Online Contracts

1. Platform role: The Platform's primary function is to provide business-opportunity matchmaking, information exchange, and online cooperation-contract tools between "Project Posters (brands)" and "Creators (influencers / content creators / KOLs)". Except where a party separately signs an offline "exclusive agency contract" with the Company, the Platform does not directly intervene in individual performance-quality disputes between the parties.

2. Legal effect of online electronic contracts: A business cooperation contract generated, modified and confirmed via "Confirm & Submit / Agree to Sign" through the Platform's system constitutes electronic documents and electronic signatures governed by the Electronic Signatures Act. Once confirmed by both parties in the online system, it has full legal contractual effect between them, and both parties shall perform the contract in good faith.

3. Each party bears its own responsibility: The commercial terms, remuneration amounts and delivery specifications in contracts signed through the Platform's online system are each party's own expression of intent. The Platform provides system records and backups, but shall not bear joint liability for either party's breach.

2. Prevention of Off-Platform Transactions & Penalties (Anti-Circumvention Clause)

1. Good-faith matching obligation: To protect the development and matching resources invested by the Platform, any member (Project Poster or Creator) who, through the Platform's referral, information disclosure, messaging system or any other form of intermediary, obtains the other party's contact information or learns of a cooperation opportunity, must sign and pay for the first cooperation — and all derivative cooperations within 【one (1) year】 from the formation of that first cooperation — via the Platform's online contract system.

2. Prohibited conduct: The parties shall not deliberately circumvent the Platform's system by privately contacting each other, negotiating prices, signing external contracts or delivering payments (a "Circumvented Transaction").

3. Liquidated damages: If the Platform verifies that a member has engaged in a Circumvented Transaction in breach of this Article, the Platform may take the following measures:

Immediately suspend, terminate or delete the member's account, without refunding any fees already paid.

The breaching member(s) (both the Project Poster and the Creator, jointly and severally liable) shall pay the Platform liquidated damages equal to 【30%】 of the total remuneration of the Circumvented Transaction (or NT$【50,000】, whichever is higher).

3. Account Security & Data Accuracy

1. Duty of accurate information: The Member warrants that all personal data, company registration data, social-media follower statistics, quotations and other information provided upon registration on the Platform are true, correct and not misleading. Any impersonation of others or provision of false data shall be at the Member's own civil and criminal liability.

2. Account safekeeping: The Member's account and password are for the Member's own use (or that of the company's authorized personnel) only, and may not be lent, assigned or shared. Any online contract signing, project posting or quotation made after correct entry of the account and password is deemed done by the Member personally.

4. Intellectual Property & Licensing

1. Platform content ownership: The software, programs, website architecture, interface design, standard contract templates, trademarks and text content used by the Platform are owned by the Company. No person may reproduce, adapt or reverse-engineer them without written permission.

2. Promotion license: By registering and using the Platform, the Creator agrees to grant the Platform a royalty-free license to reasonably reproduce or display his/her public social-media account name, avatar, public statistics and publicly released cooperation results, within the scope necessary for operating, marketing and promoting the Platform (e.g. showcasing successful matching cases, recommendations on the Platform's official website).

3. Stopping the license: A Member may notify the Platform in writing to stop the foregoing license; after such notice, the Platform shall remove the relevant uses within a reasonable period, without affecting content already produced or published before the notice.

5. Escrow Payment Services & Fees

1. Platform fees: The Platform may charge matchmaking service fees, handling fees or system usage fees to the Project Poster, the Creator or both. Fee standards follow the Platform's then-current webpage announcements or the online contract's terms.

2. Collection and disbursement (escrow): If the parties elect to use the Platform's escrow payment service, the Project Poster shall remit the funds in advance to the trust/collection account designated by the Platform. After the Creator completes performance under the contract and the Project Poster clicks "Confirm Completion" in the online system, the Platform shall, within 【5】 business days, deduct the payable service fee and disburse the balance to the Creator. Each party shall declare and pay its own taxes under the tax laws of the Republic of China (Taiwan).

3. Suspension of disbursement pending disputes: If the parties dispute the performance content or whether the project is complete, the Platform may suspend disbursement of the disputed funds until the parties reach agreement or a final decision by a judicial/competent authority is obtained. The Platform bears no interest or breach liability for such suspension.

6. Privacy Policy & Personal Data Collection Notice

1. To provide comprehensive matching services, the Platform will collect, process and use your personal data under the Personal Data Protection Act. Purposes of collection: business matchmaking, identity verification, contract performance, customer management, payment processing, and newsletter/marketing communications.

2. Categories of data: name, national ID number / business uniform number, contact telephone, email, company name, bank account number, social-media account links and related statistics.

3. Period and territory of use: during the Platform's operating period, within Taiwan (Republic of China) and such overseas territories as necessary for providing the services.

4. Parties and manner of use: limited to the Company, the Platform's affiliates and cooperating payment/system service providers, used in an appropriate manner within the scope necessary for providing the services.

5. Exercising your rights: Members may contact Platform customer service at any time to exercise their rights to inquire, review, request copies, supplement, correct, stop collection/processing/use, or delete their personal data.

7. Governing Law & Jurisdiction

1. Governing law: The interpretation, validity, performance of these Terms, and any dispute arising from the Services, shall be governed by the laws of the Republic of China (Taiwan).

2. Jurisdiction: In the event of litigation arising from these Terms or use of the Platform, the parties agree that the Taiwan Kaohsiung District Court shall have first-instance jurisdiction.

8. Amendments to the Terms

The Platform may amend these Terms. Amended terms will be posted on the Website without individual notice; amendments materially affecting members' rights will be announced on the Website at least 【30】 days before taking effect. Continued use of the Platform after an amendment is posted constitutes acceptance of the amendment.