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This Influencer Terms of Service – General Terms constitutes the general terms of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency on the Agreement Date and together with the Form constitutes the agreement between Tokishop Mobile Malaysia Sdn. Bhd. Bhd. (“Tokishop”) and the Influencer/Agency (as specified in the Form).

1. Interpretation

1.1 Unless otherwise defined, capitalised words used in these Terms of Service shall have the meanings given to them in the Form.

1.2 In these Terms of Service, the following words and phrases shall have the meanings ascribed to them herein unless inconsistent with the context:

“Affiliate” means, with respect to an Entity, any entity that controls, is controlled by or is under common control with such Entity, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies or assets of such Entity, whether through ownership of more than 50% 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, whether or not any Variable Interest Entity may or is required to be consolidated with such Entity under GAAP;

“Applicable Law” means, with respect to any Person, any and all: (a) laws, statutes or regulations, (b) codes, standards, rules, requirements, orders and criteria issued under any law, statute or regulation, (c) the rules of any securities exchange or equivalent body; (d) applicable data protection laws; (e) any and all judgments, orders, writs, instructions, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements or awards of any and all governmental authorities, in each case applicable to such person or its business or property;

“Business Day” means any day other than a Saturday, Sunday or public holiday in Malaysia;

“Commercially Reasonable Efforts” means taking such steps and performing such acts in a manner that a well-managed company would do in a firm, careful and reasonable manner to achieve a particular result in its own interest;

“Confidential Information Legal and Administrative Information; (b) the existence and terms of these Terms of Service (including any fees payable to the Influencer/Agent and the commercial details set out in the Form), and the Disclosing Party’s position in any dispute arising out of these Terms of Service; (c) any copies of the Confidential Information and all information created or derived from the Confidential Information by or on behalf of the Receiving Party, provided that Confidential Information shall not include information that: (i) is already in the possession of the Disclosing Party or its representatives at the time of disclosure by the Receiving Party or its representatives; (ii) is or becomes part of the public knowledge except as a result of any act or omission by or on behalf of the Receiving Party or its representatives in breach of the confidentiality provisions of these Terms of Service; (iii) (iv) is independently developed by the Receiving Party or its representatives without the use of or reference to the Disclosing Party’s Confidential Information;

“Insolvency Event” means, in relation to a particular Person, any of the following events: (i) the appointment of a receiver or similar officer over all or a substantial part of the assets or business of such Person; (ii) the passing of a resolution for winding up (other than winding up for the purposes of or in connection with any solvent amalgamation or reconstruction) or the making of an order by a court for winding up (or any equivalent order in any jurisdiction); (iii) the making of any combination or arrangement with the creditors of such Person (other than in connection with a solvent reconstruction); (iv) the cessation of business; (v) the inability to pay such Person’s debts as they fall due in the ordinary course of business; or (vi) any event resulting in or causing a Person to become insolvent under applicable law.

“Influencer Content” means all content created and provided by an Influencer pursuant to these Terms of Service, including, without limitation, all Intellectual Property Rights owned by the Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by the Influencer and provided pursuant to these Terms of Service;

“Personal Rights” means any and all rights protecting the Influencer’s name, pseudonym, voice, likeness, image, portrait, biography, personality, persona and all other aspects of his or her publicity, privacy or personality rights under applicable law, 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, typographical rights, registered designs, design rights, database rights, trade or business names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether currently existing or created in the future, anywhere in the world and whether or not registered, and all interest, privileges, rights to sue, 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 its and its Affiliates’ respective officers, directors, employees, consultants, agents and subcontractors.

2. Term

2.1 These Terms of Service shall apply to the Influencer/Agency as of the Agreement Date (as specified in the Form) and, subject to earlier termination in accordance with the terms of these Terms of Service, shall survive the Initial Term (as specified in the Form). Upon expiration of the Initial Term or any then-current Renewal Term (as the case may be), Tokishop may renew the Initial Term for a period determined in writing by Tokishop to the Influencer/Agency (the “Renewal Term”). The Initial Term and the Renewal Term (as applicable) shall be collectively referred to as the “Term”.

3. SERVICES

3.1 The Influencer/Agency acknowledges and agrees that it shall provide the services set out in the Form (the “Services”) independently to Tokishop during the Term in accordance with these Terms of Service and Tokishop’s needs and shall from time to time take into account (at its reasonable discretion, using its skills and expertise) Tokishop’s feedback. The Services shall include such other tasks, services, functions, activities and obligations not set out in these Terms of Service but reasonably required (at the Influencer/Agency’s reasonable discretion, using its skills and expertise after consultation with Tokishops) for the Influencer/Agency’s performance of the Services; and shall: (X) be of at least the same degree of accuracy, completeness and quality as, and with the same degree of care, skill and diligence as, provided by, Influencers and other social media personalities of similar status to the Influencer; and (Y) be in accordance with applicable law.

3.2 cgwlcms may from time to time place orders in writing with Influencers/Agencies for additional Services, the orders to be determined by Tokishop (“Orders”).

3.3 Each such Order shall constitute a part of these Terms of Service and the terms of these Terms of Service shall apply to each Order. If there is a conflict between: (i) the Form and these Terms of Service (collectively, the "Master Terms"); or (ii) any Order, such conflict will be resolved by giving priority to the Master Terms unless otherwise expressly provided in the Order.

3.4 The Influencer/Agent shall confirm receipt of each Order to Tokishop within two (2) business days of receipt of the Order, after which the Influencer/Agent shall be deemed to have accepted the Order.

3.5 Tokishop shall have the right to immediately modify, change or terminate an Order by giving written notice to the Influencer/Agent before the Influencer/Agent delivers the Services to Tokishop under the Order.

3.6 In providing the Services, the Influencer shall and the Agency shall cause the Influencer to:

(a) carry out the activities set out in the Form and/or Order (as applicable) (including the creation and provision of Influencer Content);

(b) produce original, carefully written and edited Influencer Content of at least the same overall quality as the Influencer’s original Content published before Tokishop became an Influencer;

(c) independently produce the Influencer Content, provided that it shall take into account (at its reasonable discretion and using its skills and expertise) any feedback and/or requirements (including creative briefs) provided by Tokishop from time to time;

(d) (as applicable) participate in events hosted, promoted or supported by Tokishop (“Company Events”), subject to prior invitations submitted by Tokishop at least five (5) days from the date of the Company Event. Influencers shall also respond within forty-eight (48) hours of receiving an invitation from Tokishop;

(e) ensure that the performance of their services does not involve any attempt to defraud Tokishop or any other person and that the information provided to Tokishop is not false, inaccurate or misleading;

(f) not publish, authorize or otherwise make any statement or representation or other communication (whether through social media platforms or during live broadcasts) that defames, libels, disparages or otherwise harms Tokishop or its affiliates or their respective products, services, officers, directors, employees or shareholders (the “Company 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 content that promotes bigotry, racism, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age); and (ii) content related to prohibited tobacco; counterfeiting or intellectual property infringement; illegal drugs, medications or supplements; gambling or lottery, money lending business or pornography); and

(h) not subcontract or delegate any of its obligations under these Terms of Service to a third party without Tokishop’s prior written approval.

3.7 Tokishop shall have the right to:

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

(b) request that any Influencer Content be deleted, moved, restricted or otherwise removed from public circulation (including where such Influencer Content violates any of Tokishop’s requirements from time to time).

4. Fees; Invoicing; Taxes

4.1 Fees.

(a) In consideration for the Influencer’s services, Tokishop shall pay to the Influencer fees calculated in accordance with the Form and/or Order Form (as applicable) (the “Fees”).

(b) Influencer acknowledges and agrees that: (i) no other fees, royalties, payments, amounts, charges or consideration other than the Fees will be payable to Influencer or any third party as a result of Tokishop’s receipt of the Services; and (ii) it shall be solely responsible for any costs of providing materials, tools and equipment required to provide the Services (including any loss or damage to the foregoing).

(c) Influencer acknowledges and agrees that Tokishop’s records shall be the sole, final and conclusive evidence of Influencer’s performance under these Terms of Service and any and all Fees payable and shall be binding upon Influencer for all purposes relating to these Terms of Service.

4.2 Payment.

(a) Tokishop shall pay to Influencer undisputed Fees in accordance with the Form and/or Order (as applicable), but may refuse to pay Fees that Tokishop disputes in good faith (or, if a disputed fee has already been paid, Tokishop may withhold an equal amount from future payments), including disputes relating to invoice errors or amounts already paid.

(b) Payment of Fees shall be made by wire transfer to the Influencer’s bank account (as detailed in the Form). For the avoidance of doubt, the Influencer shall ensure that the Influencer’s bank account details are accurate and valid in order for Tokishop to pay the Influencer. In the event of any bank-related penalties resulting from the Influencer’s inaccurate and/or invalid bank account information, such penalties shall be borne solely by the Influencer.

(c) The Parties acknowledge and agree that Tokishop shall be entitled to set off and apply any amounts due or owing by Tokishop and/or its Affiliates under these Terms of Service against any amounts owed or owing by Tokishop and/or its Affiliates (as applicable) to the Influencer and/or its Affiliates (as applicable) under these Terms of Service or any other transaction, agreement, contract or debit note, including but not limited to any amounts of debts due, owing or claimed, pending claims, demands, losses or damages by the Influencer and/or its Affiliates to Tokishop and/or its Affiliates (as applicable).

4.3 Taxes.

(a) For the purposes of these Terms of Service, “Taxes” means any taxes, 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 amounts payable under these Terms of Service are inclusive of Taxes. To the extent required or permitted by applicable law, Tokishop may deduct any applicable Taxes by reverse charge or similar mechanism. Tokishop shall promptly remit any deducted Taxes to the relevant governmental authority and shall provide the Influencer with written evidence of such remittance acceptable to the Influencer.

(c) Each party shall be solely responsible for the payment of Taxes arising from these Terms of Service as required by the applicable laws of the relevant taxing jurisdiction. Notwithstanding any other provision of these Terms of Service, if Tokishop has any withholding obligation with respect to any amounts payable under these Terms of Service, such payments shall be deemed to be inclusive of all Taxes and Tokishop shall be entitled to deduct and withhold from such payments any Taxes that are required to be deducted and withheld in making such payments under any provisions of applicable law. To the extent amounts so withheld and deducted pursuant to this provision are so withheld, such withheld amounts shall be deemed to have been paid to the authority making such deduction and withholding for all purposes of these Terms of Service and Tokishop shall have no further obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Influencer. Tokishop will promptly provide the Influencer with a copy of the receipt or other government certification evidencing all taxes withheld from such payments upon receipt of such receipt. The parties shall cooperate and endeavor to comply with all applicable filing and registration requirements to minimize the amount of withholding taxes imposed, if any. Without prejudice to the generality of the foregoing,

5. Intellectual Property Rights

5.1Influencer Content Rights. Influencer acknowledges and agrees that the Influencer Content is created by the Influencer as a work made under applicable law, and that any and all rights, title and interest in and to the Influencer Content, including all intellectual property rights, shall be owned exclusively by Tokishop. To the extent any rights, title or interest in the Influencer Content does not belong to Tokishop as a work made for hire, the Influencer hereby unconditionally and irrevocably assigns all such rights, title and interest in and to Tokishop worldwide in perpetuity. At any time upon the request of cgwlcms, the Influencer shall execute any document in a form acceptable to Tokishop to give full effect to Tokishop’s ownership of the foregoing Influencer Content. If, at any time upon the request of Tokishop, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably appoints and designates Tokishop or its duly authorized officers and agents as the Influencer’s agent and attorney – in fact, acting for the benefit of the Influencer, to execute and file any and all such documents on its behalf, and to perform all other legally permissible acts, with the same legal force and effect as if executed or performed by the Influencer. Tokishop shall have the exclusive right to use, reproduce, modify, adapt, prepare derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit the Influencer Content in its absolute discretion, worldwide, in perpetuity, without payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, the Influencer hereby waives, on behalf of itself and its employees, contractors and agents, all moral and economic rights (or equivalent rights) in connection with the Influencer Content arising under the laws of any jurisdiction. To the extent such rights cannot be waived under applicable law, the Influencer agrees not to assert such rights against Tokishop.

5.2 Influencer Personal Rights. The Influencer hereby grants Tokishop a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license to use the Personal Rights to promote and market Tokishop and the related services provided by Tokishop and its affiliates from time to time, for the maximum period permitted by applicable law.

5.3 Tokishop.

(a) Influencer acknowledges and agrees that: (i) Tokishop owns the Tokishop IP for these Terms of Service (including any customizations, enhancements, modifications or derivatives) and the Tokishop name, logo and trademarks (collectively, the “Tokishop IP”); (ii) it shall not at any time acquire any right, title or interest in the Tokishop IP or any part thereof; and (iii) it shall not at any time seek to register, assert or assert any right, title or interest in the Tokishop IP or any part thereof.

(b) Tokishop hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license during the Term to use the Tokishop IP Services (including the provision of the Services) solely to the extent necessary for Influencer to perform its obligations under these Terms, provided that all use of any Tokishop logo, trademark and other branding equipment by the Influencer shall be subject to the prior written consent of Tokishop, unless such use is in accordance with the terms of these Terms of Service or instructions of Tokishop.

6. Service Objects

6.1 Influencers/Agencies shall provide services to Tokishop and its affiliates, and in these Terms of Service, references to Tokishop will include Tokishop’s affiliates to the extent they receive services, unless the context requires otherwise.

7. Termination

7.1 Either party may terminate these Terms of Service at any time, without prejudice to its other rights and obligations under these Terms of Service, 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 remedy such breach within fourteen (14) days of the terminating party’s written notice;

(b) the other party commits a series of breaches that: (i) may not be material in themselves; (ii) are notified to the other party; and (iii) are not remedied within fourteen (14) days of receipt of such notice, if such unremedied breaches, taken together, constitute a material breach;

(c) the other party suffers an event of bankruptcy; or

7.2 Tokishop may terminate these Terms of Service or any Order (as applicable) at any time without cause by providing seven (7) days’ prior written notice to the Influencer/Agency.

7.3 Termination or expiration of these Terms of Service shall not prejudice the rights and liabilities of the parties that may have accrued prior to such expiration or termination, unless such rights are waived in writing by the party entitled thereto.

7.4 Upon termination by Tokishop pursuant to Clause 7.1 or Clause 7.2, unless otherwise agreed in writing by the parties, the influencer/agency shall promptly refund to Tokishop any fees paid under these Terms of Service in the event that the influencer/agency materially breaches the provisions of these Terms of Service and, as of the date of termination, the influencer/agency has not provided services to Tokishop’s absolute satisfaction

7.5 Expiration or termination of these Terms of Service shall not affect the validity or continued validity of any provision of these Terms of Service that is expressly or impliedly intended to come into force or continue in force on or after such expiration, or the termination thereof (including but not limited to clauses 5, 7, 9, 10, 11, 12 and 13).