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This Influencer Service Terms - General Terms constitute the general terms of the Influencer Service Terms Form ("Form") accepted by the Influencer/Agency on the Agreement Date, and together with the Form, constitute the agreement between the parties, Pawmall Mobile Malaysia Sdn. Bhd. Bhd. ("Pawmall") and the Influencer/Agency (as described in the Form).
1. Explanation
1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meanings assigned to them in the table.
1.2 In these service terms, the following words shall have the meanings assigned to them in these terms, unless inconsistent with the context:
"Subsidiary" means, in relation to an entity, any entity that controls, is controlled by, or is under common control with that entity, where "control" refers to the direct or indirect ownership of the management, operating policies, or assets of that entity, whether through ownership of more than 50% of voting or equity securities or assets, or through contracts, management agreements, voting trusts, or other means; Provided that the term 'affiliated company' shall include any variable interest entity, regardless of whether any variable interest entity may or may need to merge with that entity in accordance with generally accepted accounting principles;
"Applicable Law" means, in relation to any person, any and all: (a) laws, ordinances or regulations, (b) guidelines, standards, rules, requirements, orders and standards issued under any laws, ordinances or regulations, (c) rules of any stock exchange or equivalent institution; (d) Applicable data protection laws; (e) Any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements or rulings of government authorities shall apply in each case to that person or their business or property;
"Working Day" means any day in Malaysia other than a Saturday, Sunday or public holiday;
Commercially reasonable efforts "refer to taking such steps and execution methods when a well managed company achieves specific results for its own benefit in a firm, cautious, and reasonable manner;
Confidential Information Legal and Administrative Information; (b) the existence and terms of these Terms of Service (including any fees paid to influencers/agents and commercial details listed in the form), as well as the disclosing party's position and services in any disputes related to these Terms; (c) any copies of Confidential Information and all information created or derived from Confidential Information by the receiving party or its representatives, provided that Confidential Information shall not include: (i) Already in possession at the time of disclosure by the receiving party or its representative's disclosing party or its representative; (ii) is or becomes a part of public knowledge, except as a result of any act or omission of the recipient or its representative that violates the confidentiality provisions of these service terms; (iii) obtained by the receiving party or its representative from a third party who has never directly or indirectly obtained such information from the disclosing party, subject to any confidentiality obligations; (iv) independently developed by or on behalf of the receiving party, without using or referring to the disclosing party's confidential information;
"Bankruptcy Event" means, in relation to a specific person, any of the following events: (i) a receiver or similar official is appointed to manage all or a significant part of that person's assets or business; (ii) the passing of a resolution on winding up (other than for or in connection with any solvency merger or reorganization) or the administration of the court that made the order or the court that made the order (or any equivalent order in any jurisdiction); (iii) enter into any combination or arrangement with the creditors of that person (except in relation to solvency restructuring); (iv) cease to carry on business; (v) Unable to pay the person's debts due in the normal course of business; (vi) Any person who causes or is subject to any event, in accordance with applicable law,
"Influencer Content" refers to all content created and provided by the Influencer in accordance with these Terms of Service, including but not limited to all intellectual property rights owned by the Influencer, such as text, images, photos, illustrations, drawings, animations, songs, audio, videos, and any other works created by the Influencer and provided in accordance with these Terms of Service;
Personal rights "refer to any and all rights related to the name, pseudonym, voice, portrait, image, portrait, biography, personality, character, and all other aspects of his or her publicity, privacy, or personality rights protected by applicable law, as well as all intellectual property rights related to or incidental to any of the above;
Intellectual property rights "refer to all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade names or trade names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, as well as all other similar or corresponding proprietary rights and all identical applications, whether present or created in the future, To recover damages and obtain remedies or other remedies for any past, present, or future infringement, misappropriation, or violation of any of the aforementioned rights, regardless of whether registered or not, and all interests, privileges, and rights of action, in any part of the world; and
Representative "refers to a party's affiliates (if applicable), as well as their respective officers, directors, employees, consultants, agents, and subcontractors.
2. Term
2.1 These service terms apply to the influencers/agents on the agreement date (as stated in the table), and in the event of early termination according to the terms of these service terms, they will continue to be valid for the initial period (as stated in the table). After the expiration of the initial period or any subsequent renewal period (as the case may be), Pawmall may renew the initial period (the "Renewal Period") within a period determined in writing by Pawmall to the influencer/agency. The initial term and renewal term (if applicable) shall be collectively referred to as the "Term".
3. SERVICES
3.1 The influencer/institution acknowledges and agrees that they shall provide the services specified in the form (the "Services") independently to Pawmall during the term in accordance with these Terms of Service and Pawmall's needs, and shall consider (at their reasonable discretion, utilizing their technical and professional knowledge) Pawmall's feedback from time to time. The services shall include other tasks, services, functions, activities, and obligations (at the reasonable discretion of the influencer/agency, utilizing their technical and professional knowledge after consultation) not specified in these service terms but reasonably required by Pawmall, for the execution of the services by the influencer/agency; And it should: (X) achieve at least the same level of accuracy, completeness, and quality as provided by the following personnel, and use the same level of caution, skills, and diligence as used by the following personnel, influencers, and other social media figures with similar status to influencers; (Y) According to applicable law.
3.2 Pawmall may from time to time place written orders with influencers/agents to obtain additional services, as determined by Pawmall (the "Order").
3.3 Each such order shall form a part of these service terms, and the terms of these service terms shall apply to each order. If there is a conflict between (i) the table and these Terms of Service (collectively referred to as the "Master Terms"); (ii) Any order, such conflicts will be resolved by prioritizing the main terms, unless otherwise explicitly stated in the order.
3.4 The influencer/agent shall confirm receipt of each order to Pawmall within two (2) working days of receipt, and thereafter, the influencer/agent shall be deemed to have accepted the order.
3.5 Before the influencer/agent delivers services to Pawmall in accordance with the order, Pawmall has the right to immediately modify, modify, or terminate the order by written notice to the influencer/agent.
3.6 When providing services, influencers and agencies should encourage influencers to:
(a) Carry out the activities specified in the forms and/or orders (if applicable), including creating and providing influencer content;
(b) Produce original, carefully crafted, and edited influencer content with an overall quality that is at least the same as the original influencer content published before Pawmall became an influencer;
(c) Independently producing internet celebrity content, provided that it takes into account (at its reasonable discretion, utilizing its technical and professional knowledge) any feedback and/or requests (including creative briefings) provided by Pawmall from time to time;
(d) (If applicable) Participate in an event organized, promoted, or supported by Pawmall (the "Company Event"), provided that the invitation is submitted in advance by Pawmall at least five (5) days from the start of the Company Event. Influencers should also reply within forty-eight (48) hours after receiving the invitation from Pawmall;
(e) Ensure that the execution of its services does not involve any attempt to deceive Pawmall or any other person, and that the information provided to Pawmall is not false, inaccurate, or misleading;
(f) Not to publish, authorize or otherwise make any defamatory, defamatory, derogatory or otherwise damaging statements or other communications (whether through social media platforms or during live streaming), services, managers, directors, employees or shareholders (the "Company Entity") of Pawmall or its affiliates or their respective products;
(g) Ensure that it does not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamation, abusive or infringing materials, including content that promotes paranoia, racism, discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age); And (ii) content related to prohibited tobacco; Counterfeiting or infringing intellectual property rights; Illegal drugs, drugs or supplements; Creating and publishing influencer content and any other materials referenced or related to corporate entities during gambling or lottery, lending business, or pornography;
(h) Without Pawmall's prior written approval, it is not allowed to subcontract or delegate any of its obligations under these service terms to third parties.
3.7 Pawmall has the right to:
(a) Review and approve all influencer content or any other public announcements or content related to these service terms published by influencers prior to publication or release;
(b) Require the deletion, movement, restriction, or other removal of any influencer content from public circulation (including situations where such influencer content may from time to time violate any requirements of Pawmall).
4. Expenses, invoices, taxes
4.1 Costs.
(a) As consideration for the services provided by internet celebrities, Pawmall shall pay the fees calculated based on the form and/or order (as applicable) to the internet celebrities (the "Fees").
(b) Influencer acknowledges and agrees that (i) except for fees, it will not pay any other fees, royalties, payments, amounts, fees or consideration to Influencer or any third party for the services received by Pawmall; (ii) It shall be fully responsible for any costs incurred in providing materials, tools, and equipment required for the provision of the Services (including any loss or damage as mentioned above).
(c) The influencer acknowledges and agrees that Pawmall's records are the sole, final, and conclusive evidence of the influencer's performance under these service terms and any and all fees payable, and are binding on the influencer for all purposes related to these terms.
4.2 Payment.
(a) Pawmall shall pay undisputed fees to the affected parties in accordance with the form and/or order (as applicable), but may refuse to pay fees that Pawmall disputes in good faith (or, if the disputed fees have already been paid, Pawmall may withhold an equal amount from future payments), including disputes related to invoice errors or paid amounts.
(b) The payment of fees should be made through wire transfer to the affected party's bank account (see table for details). For the avoidance of doubt, influencers should ensure that their bank account details are accurate and valid, so that Pawmall can pay fees to influencers. If any bank related penalties are incurred due to inaccurate and/or invalid bank account information of the influencer, such penalties shall be borne solely by the influencer.
(c) Both parties acknowledge and agree that Pawmall has the right to set off and use any amount payable or owed by Pawmall and/or its affiliates to the affected party and/or its affiliates (as applicable) under these service terms, or any other transaction, agreement, contract or debit note, including but not limited to any amount of debt, and the affected party and/or its affiliates shall pay any amount due to Pawmall and/or its affiliates (as applicable) Arrears or claims against them, pending claims, demands, losses or damages.
4.3 Taxation.
(a) For the purpose of these Terms of Service, "tax" means any tax, including but not limited to service tax, consumption tax, value-added tax, goods and services tax, business tax and any similar local sales tax, withholding tax, indirect tax, personal income tax or corporate income tax.
(b) All fees and other payments payable under these service terms include taxes. To the extent required or permitted by applicable law, Pawmall may deduct any applicable taxes through reverse charges or similar mechanisms. Pawmall shall promptly remit any deducted taxes to relevant government agencies and provide written evidence of such remittances acceptable to the affected parties.
(c) Each party shall be responsible for the payment of taxes arising from these Terms of Service in accordance with the applicable laws of the relevant tax jurisdiction. Despite any other provisions in these Terms of Service, if Pawmall has any withholding obligation for any payment payable under these Terms of Service, such payment shall be deemed to have included all taxes, and Pawmall shall have the right to deduct and withhold from such payment. Pay any taxes that need to be deducted and withheld when making such payments in accordance with any applicable laws. To the extent of the amount so withheld and deducted in accordance with this clause, for all purposes of this service clause, such withholding amount shall be deemed to have been paid to the authority conducting such deduction and withholding, and Pawmall shall not be further obligated to pay an equivalent amount of such withholding amount or any part thereof to the affected party. Pawmall will immediately provide a copy of the receipt or other government certification to the affected party upon receipt of such receipt to prove all taxes withheld from such payments. Both parties shall cooperate and strive to comply with all applicable documents and registration requirements to minimize the amount of withholding tax levied (if any). Without affecting the generality of the above
5. Intellectual Property
5.1 Influencer Content Rights Influencer acknowledges and agrees that the Influencer content was created by Influencer as a work produced in accordance with applicable laws, and that any and all rights, ownership, and interests in the Influencer content, including all intellectual property rights, are exclusively owned by Pawmall If any right, ownership, or interest in the content of the influencer does not belong to Pawmall as an employment work, the influencer hereby unconditionally and irrevocably transfers all such rights, ownership, and interest worldwide to Pawmall in perpetuity. At any time at the request of Pawmall, internet celebrities shall sign any document in a form acceptable to Pawmall to fully validate Pawmall's ownership of the aforementioned internet celebrity content. If at any time, at the request of Pawmall, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably designates and appoints Pawmall or its duly authorized officials and agents as the Influencer's agents and lawyers - in fact, acting for the benefit of the Influencer. Representing the execution and filing of any and all such documents, and performing all other legally permissible acts, shall have the same legal effect and effect as the execution or execution by the influencer. Pawmall has the exclusive and absolute discretion to permanently use, copy, modify, adapt, create derivative works, publish, distribute, publicly display, disseminate to the public, perform publicly, stream, broadcast, and otherwise exploit influencer content worldwide, without paying any royalties, accounting or other amounts to influencers or any third party. To the extent permitted by applicable law, the Influencer hereby waives all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction in relation to the Influencer's content on behalf of itself, its employees, contractors, and agents. If such rights cannot be waived under applicable law, the influencer agrees not to assert such rights against Pawmall.
5.2 Individual rights of influencers. The influencer hereby grants a non-exclusive, global, irrevocable, transferable, sublicensible, and royalty-free license to Pawmall for the maximum period permitted by applicable law to use personal rights to promote and market Pawmall and its related services. Occasional subordinates.
5.3 PawmallIP。
(a) Influencer acknowledges and agrees that (i) Pawmall owns Pawmall as part of these Terms of Service (including any customization, enhancement, modification, or derivative products), as well as the Pawmall name, logo, and trademark (collectively referred to as the "Pawmall IP"); (ii) It shall not at any time acquire any right, ownership or interest in the Pawmall Intellectual Property or any part thereof; (iii) It shall not at any time seek to register, claim or claim any right, ownership or interest in the Pawmall Intellectual Property or any part thereof.
(b) Pawmall hereby grants to Influencer a non-exclusive, revocable, non transferable, non sublicensible, and royalty-free license during the term to use Pawmall IP services (including providing services) only to the extent necessary for Influencer to fulfill its obligations under this clause, provided that all use of Pawmall's logo, trademark, and other branded devices by internet celebrities requires prior written consent from Pawmall, Unless such use complies with the terms and conditions of this clause or the instructions of Pawmall.
6. Service Recipient
6.1 Influencers/Agents shall provide services to Pawmall and its affiliated companies, and in these service terms, unless the context otherwise requires, references to Pawmall within the scope of their acceptance of services will include Pawmall's affiliated companies.
7. Termination
7.1 Either party may, without prejudice to its other rights and obligations under these service terms, terminate these service terms at any time after sending a written termination notice to the other party, if:
(a) The other party has seriously violated any of its obligations, representations or warranties under these service terms and has failed to rectify such breach within fourteen (14) days after written notice from the terminating party;
(b) The other party has committed a series of breaches: (i) it may not be material in itself; (ii) notify the other party; (iii) fails to be remedied within fourteen (14) days after receiving the notice, if these unremedied breaches collectively constitute a material breach;
(c) The other party undergoes a bankruptcy event;
7.2 Pawmall may terminate these service terms or any order (if applicable) at any time without cause, with only seven (7) days prior written notice to the influencer/agent.
7.3 The termination or expiration of these service terms shall not prejudice the rights and responsibilities that may arise between both parties prior to such expiration or termination, unless waived in writing by the party entitled to such rights.
7.4 After the termination of Pawmall in accordance with Article 7.1 or 7.2, unless otherwise agreed in writing by both parties, the internet celebrity/agent shall immediately refund any fees paid by Pawmall in accordance with these service terms in the event of a serious breach of contract by the internet celebrity/agent, and at the date of termination, the services not provided by the influencer/agent shall be absolutely satisfactory to Pawmall
7.5 The expiration or termination of these service terms shall not affect the validity or continued validity of any express or implied provision in these service terms that is intended to take effect or continue to be effective on or after the expiration or termination (including but not limited to clauses 5, 7, 9, 10, 11, 12, and 13).
