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These Influencer Terms of Service - General Terms constitute the general terms for the purpose of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency on the date of the Agreement and together with the Form constitute an agreement between the parties TT-business Mobile Singapore Sdn. Bhd. (“TT-business”) and Influencers/Institutions (identified in the table).


 


 


 


1. Explain


 


 


 


1.1 Capitalized words used in these Terms of Service shall have the meaning ascribed to them in the table unless otherwise defined.


 


 


 


1.2 In these Terms of Service, unless inconsistent with the context, the following words will have the meanings assigned to them in this article:


 


"Affiliate" means, with respect to an entity, any entity that controls, is controlled by, or is under common control with that entity, where "control" means having, directly or indirectly, the power to direct or cause the management of that entity , operating policies, or assets, whether by ownership of more than 50 percent of the voting or equity securities or assets, or by contract, management agreement, voting trust, or otherwise; provided that the term "affiliate" shall include any variable interest entity, regardless of whether any variable interest entity may or needs to be consolidated with such entity under GAAP;


 


"Applicable Law" means, with respect to any person, any and all: (a) laws, ordinances or regulations, (b) codes, standards, rules, requirements, orders and standards promulgated under any laws, ordinances or regulations, (c) the rules of any stock exchange or equivalent; (d) applicable data protection laws; (e) any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, Assessments, settlement agreements or awards, in each case applicable to that person or his business or property;


 


"Working Day" means any day other than a Saturday, Sunday or Singapore public holiday;


 


"Commercially reasonable efforts" means taking such steps and doing so in the manner that a well-managed company would do if the company acted in a determined, prudent and reasonable manner to achieve a particular result in its own interest;


 


Financial, accounting, legal and administrative information; (b) the existence and terms of these Terms of Service (including any fees paid to the influencer/agency and commercial details set out in the form), and any (c) any copies of the Confidential Information and all information created or derived by or on behalf of the Receiving Party from the Confidential Information, provided that the Confidential Information shall not include information that: (i) has been owned by or on behalf of the disclosing party at the time of disclosure; (ii) is or becomes part of the public general knowledge, except as a result of any act or omission by or on behalf of the receiving party in breach of the confidentiality provisions of these Terms of Service; (iv) received by or on behalf of the receiving party without using or referring to the disclosing party’s Confidential Information independently developed; or from a disclosing party subject to any obligation of confidentiality; (iv) independently developed by or on behalf of the receiving party without use or reference to the disclosing party's Confidential Information; or from a disclosing party subject to any obligation of confidentiality; (iv) was independently developed by or on behalf of the Receiving Party without use or reference to the Disclosing Party's Confidential Information; or


 


"Insolvency Event" means, with respect to a particular person, any of the following events: (i) the appointment of a receiver or similar officer to take over all or substantially all of that person's assets or business; (ii) the passing of a winding-up resolution (for any solvent merger or reorganization purposes or a winding-up in connection therewith) or a court order therefor or a court order for administration (or any equivalent order in any jurisdiction); (iii) any settlement with such person’s creditors or arrangement (except in connection with a solvent reorganization); (iv) ceases to operate; (v) becomes unable to pay the person's debts as they fall due in the ordinary course of business; (vi) causes or is subject to any event relating to it people, 


 


"Influencer Content" means all content created and provided by Influencer in accordance with these Terms of Service, including but not limited to all intellectual property rights owned by Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other Work created by Influencer and made available under these Terms of Service;


 


"Individual Rights" means any and all rights under applicable law that protect an Influencer's name, pseudonym, voice, likeness, likeness, biography, character, persona, and all rights to his or her publicity, privacy, or personality other aspects, and all intellectual property rights related to or incidental to any of the foregoing;


 


"Intellectual Property Rights" means all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights to protect trade secrets and confidential information , the right to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all applications thereof, whether now existing or created in the future, anywhere in the world, whether registered or not, and all interests, privileges, suits the right to recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or violation of any of the foregoing rights; and


 


"Representatives" means a party's affiliates, as applicable, and their respective officers, directors, employees, consultants, agents and subcontractors.


 


 


 


2. Semester


 


 


 


2.1 These Terms of Service apply to the Influencer/Agency on the Agreement Date (as specified in the Form), and any earlier termination in accordance with the terms of these Terms of Service, will be at the Initial Term (as specified in the Form). After expiration of the Initial Term or any then-current Renewal Term (as the case may be), TT-business may renew the Initial Term for a period to be determined by TT-business in writing to the Influencer/Agency (“Renewal Term "). The Initial Term and the Renewal Term (if applicable) are collectively referred to as the "Term".


 


 


 


3. Service


 


 


 


3.1 The Influencer/Institution acknowledges and agrees that it shall independently provide TT-business with the services specified in the form ("Services") within the time limit in accordance with these Terms of Service and the needs of TT-business, and shall consider (reasonable discretion , making use of its technology and expertise) TT-business feedback from time to time. The Services shall include other tasks, services, functions, activities and obligations not specified in these Terms of Service but reasonably required (at the reasonable discretion of the Influencer/Agency, after consultation utilizing its technology and expertise with TT-business) for Influencing and shall perform: and with the same care, skill and diligence as the Influencer and other Social Media Personalities of a similar status to the Influencer; and (y) in accordance with Applicable Law.


 


 


 


3.2 TT-business may from time to time place an order in writing with the influencer/agency for additional services in a form determined by TT-business (“Order”).


 


 


 


3.3 Each such order forms part of these Terms of Service and the terms of these Terms of Service apply to each order. In the event of a conflict between: (i) the Form and these Terms of Service (collectively, the "Master Terms"); (ii) any Order, such conflict will prevail over the Master Terms unless expressly stated otherwise in the Order to solve.


 


 


 


3.4 The influencer/agency shall acknowledge receipt of each order to TT-business within two (2) working days of receipt of the order, after which the influencer/agency shall be deemed to have accepted the order.


 


 


 


3.5 TT-business has the right to modify, change or terminate the order immediately by giving written notice to the influencer/agency before the influencer/agency delivers the services to TT-business in accordance with the order.


 


 


 


3.6 In delivering services, influencers and organizations should enable influencers to:


 


(a) carry out the activities specified in the form and/or order form (as applicable) (including creating and providing Influencer Content);


 


(b) produce original, well-created and edited Influencer Content of at least the same overall quality as the Influencer's Original Content published prior to TT-business' participation as an Influencer;


 


(c) independently produce Influencer Content, provided that it shall take into account (using its technology and expertise in its reasonable discretion) any feedback and/or requests (including creative briefs) provided by TT-business from time to time;


 


(d) (if applicable) participation in an event hosted, promoted or supported by TT-business (“Corporate Event”), provided TT-business submits an invitation at least five (5) days prior to the commencement date of the Corporate Event. Influencers are also expected to respond within forty-eight (48) hours of receiving an invitation from TT-business;


 


(e) ensure that its performance of the Services does not involve any attempt to deceive TT-business or any other person and that no information provided to TT-business is false, inaccurate or misleading;


 


(f) not to publish, authorize or otherwise publish any statement or statement or other communication (whether through social media platforms, or during the live broadcast), services, officers, directors, employees or shareholders ("Corporate Entities");


 


(g) ensure that it does not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamatory, abusive or infringing material, (including promoting bigotry, racism, discriminatory content, nationality, disability, sexual orientation, or age); and (ii) content related to illegal tobacco; counterfeiting or infringing intellectual property; illegal drugs, pharmaceuticals, or supplements; gambling or lotteries, money lending businesses, or pornography) In creating and posting Influencer Content and any other material that references or refers to Company entities; and


 


(h) shall not subcontract or delegate any of its obligations under these Terms of Service to third parties without the prior written approval of TT-business.


 


 


 


3.7 TT-business has the right to:


 


(a) review and approve all Influencer Content or any other announcement or content posted by an Influencer in connection with these Terms of Service prior to posting or posting; and


 


(b) request that any Influential Content be removed, moved, restricted or otherwise removed from public communication (including where such Influential Content violates any requirement of TT-business from time to time).


 


 


 


4. Fees; Invoices; Taxes


 


 


 


4.1 Fees.


 


(a) In consideration of the services provided by the Influencer, TT-business shall pay the Influencer a fee ("Fees") calculated on the Form and/or Order (as applicable).


 


(b) The Influencer acknowledges and agrees that: (i) other than fees, no other fees, royalties, payments, amounts, charges or any other fees, royalties, payments, amounts, charges or any (ii) it shall be solely responsible for any cost of materials, tools and equipment necessary to provide the Services (including any loss or damage as described above).


 


(c) The Influencer acknowledges and agrees that TT-business's records shall be the sole, final and conclusive evidence of the Influencer's performance under these Terms of Service and any and all fees payable, and shall have no effect on the Influencer for all purposes in connection with these Terms. are binding services.


 


 


 


4.2 Payment.


 


(a) TT-business shall pay the Influencer undisputed Fees pursuant to the Form and/or Order (if applicable), but may refuse to pay Fees disputed by TT-business in good faith (or, if the disputed Fees have already been paid, TT -business may deduct an equal amount from future payments), including disputes related to invoice errors or payment amounts.


 


(b) Fees shall be paid by wire transfer to the Influencer's bank account (as detailed in the form). For the avoidance of doubt, the Influencer should ensure that the Influencer's bank account details are accurate and valid for TT-business to pay the Influencer. In the event of any bank-related penalties resulting from inaccurate and/or invalid bank account details of the influencer, such penalties shall be solely the responsibility of the influencer.


 


(c) The parties acknowledge and agree that TT-business has the right to offset and apply any amount due or owed by TT-business and/or its affiliates to the influencer and/or its affiliates (as applicable) in accordance with these Terms of Service Amounts due and owed by the Influencer and/or its Affiliates pursuant to these Terms of Service or any other transaction, agreement, contract or debit order, or to TT-business and/or its affiliates claims, including without limitation, liabilities, outstanding claims, demands, losses or damages of any amount.


 


 


 


4.3 Taxation.


 


(a) For the purposes of these Terms of Service, "tax" means any tax, including but not limited to service tax, excise tax, value added tax, goods and services tax, sales tax and any similar local sales tax, withholding tax, indirect tax, Personal income tax or corporate income tax.


 


(b) All fees and other amounts payable under these Terms of Service are inclusive of taxes. To the extent required or permitted by applicable law, TT-business may deduct any applicable taxes by reverse charge or similar mechanism. TT-business shall promptly remit any tax withheld to the relevant government agency and shall provide the Influencer with documentary evidence of such remittance acceptable to the Influencer.


 


(c) Each party shall be solely responsible for payment of taxes arising from these Terms of Service as required by applicable laws of the relevant taxing jurisdiction. Notwithstanding anything else in these Terms of Service, if TT-business has any withholding obligation on any payment due under these Terms of Service, such payment is deemed to be inclusive of all taxes, TT-business is entitled to deduct and withhold from payment any taxes required to be deducted and withheld in respect of such payments under any provisions of applicable law. To the extent of amounts withheld and withheld pursuant to this Article, such withholding amounts shall, for all purposes of these Terms of Service, be deemed to have been paid to the authority making such deductions and withholdings, and TT-business has no further Obligated to pay the equivalent of such withholding amount or any part thereof, the Influencer. Immediately upon receipt of such receipts, TT-business will provide the Influencer with a copy of the receipt or other government certification evidencing all taxes withheld from such payments. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements in order to minimize withholding taxes imposed, if any. Without affecting the generality of the foregoing,


 


 


 


5. Intellectual property rights


 


 


 


5.1 Influencer Content Rights. The Influencer acknowledges and agrees that the Influencer Content was created by the Influencer as a work-for-hire in accordance with applicable law and that any and all right, title and interest, including all intellectual property rights, in the Influencer Content is exclusively owned by TT-business. In the event that any right, title or interest in or relating to the Influencer Content does not belong to TT-business as a work for hire, the Influencer hereby unconditionally and irrevocably assigns permanently and worldwide all such rights, title and interests to TT-business. At any time at the request of TT-business, the Influencer shall sign any document in a form acceptable to TT-business to fully realize TT-business' ownership of said Influencer Content. If, at any time, the Influencer fails or is unable to execute any such document within fourteen (14) days of TT-business' request, the Influencer hereby irrevocably designates and appoints TT-business or its duly authorized officers and agents Person, as the agent and agent of the Influencer, acts on behalf of the Influencer to execute and submit any and all such documents and to perform all other legally permissible acts with the same force and effect as if executed or performed by the Influencer. TT-business shall permanently enjoy the exclusive right to use, reproduce, modify, adapt, make derivative works, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit worldwide The Influencer's content is at its sole discretion without payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, Influencer hereby waives, on behalf of itself and its employees, contractors and agents, all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction with respect to Influencer Content. Influencers agree not to assert such rights against TT-business if such rights cannot be waived under applicable law.


 


 


 


5.2 Influencer Personal Rights. The Influencer hereby grants TT-business a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license to use personal rights to promote and market TT-business and its The related services provided are attached from time to time.


 


 


 


5.3 TT-business IP.


 


(a) The Influencer acknowledges and agrees that: (i) TT-business owns the TT-business Terms of Service (including any customizations, enhancements, changes or derivatives), and the TT-business name, logo and trademarks (collectively "TT-business business IP”); (ii) it shall not at any time acquire any, all right or interest in or to any part of the TT-business IP; (iii) it shall not at any time seek the register, claim or assert that TT-business Any, all right or interest in or to the intellectual property rights or any part thereof.


 


(b) TT-business hereby grants to the Influencer during the Term a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license to use TT only to the extent necessary for the Influencer to perform its obligations under these Terms -business intellectual property services (including provision of services), provided that all use of any logos, trademarks and other branded devices of TT-business by the Influencer requires the prior written consent of TT-business, unless such use is in accordance with the provisions of these Terms Specifies the description of the service or TT-business.


 


 


 


6. Service target


 


 


 


6.1 Influencers/Institutions shall provide services to TT-business and its affiliates, and in these terms of service, unless the context requires otherwise, references to TT-business shall include, to the extent they accept services, TT- An affiliate of a business.


 


 


 


7. Termination


 


 


 


7.1 Either party may, without prejudice to its other rights and obligations under these Terms of Service, terminate these Terms of Service at any time, effective immediately upon written notice of termination to the other party, if:


 


(a) the other party materially breaches any of its obligations, representations or warranties under these Terms of Service and fails to cure such breach within fourteen (14) days of written notice from the terminating party;


 


(b) the other party commits a series of breaches: (i) which may not be material in themselves; (ii) notifies the other party; (iii) is not cured within fourteen (14) days of notification, if such The unremedied violations add up to a material violation;


 


(c) an event of insolvency of the other party; or


 


 


 


7.2 TT-business may terminate these Terms of Service or any order (if applicable) at any time without cause by giving seven (7) days advance notice to the influencer/agency.


 


 


 


7.3 The termination or expiration of the terms of service shall not affect the rights and obligations of both parties that may arise before such expiration or termination, unless the party entitled to the rights waives it in writing.


 


 


 


7.4 After the termination of TT-business in accordance with Article 7.1 or Article 7.2, unless otherwise agreed in writing by both parties, the influencer/institution shall immediately refund TT-business the amount paid by TT-business when the influencer/institution seriously violates the Terms of Service Any fees for which the Influencer/Agency under these Terms of Service have not provided services to the absolute satisfaction of TT-business on the date of termination


 


 


 


7.5 The expiration or termination of the Terms of Service shall not affect the effectiveness or continued validity of any clauses in the Terms of Service expressly or impliedly intended to be effective or continue to be effective on or after the expiration, or the termination (including but not limited to Articles 5, 7, 9, 10, 11, 12 and 13).