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These Influencer Service Terms - General Terms constitute the general terms of the Influencer Service Terms Form ("Form") accepted by the Influencer/Institution on the Agreement Date, and together with the Form, constitute the agreement between the parties HelloPanda Mobile Malaysia Sdn. Bhd. ("HelloPanda") and the Influencer/Agent (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 Terms of Service, the following words shall have the meanings assigned to them in these Terms, unless inconsistent with the context:
Subsidiary "refers to any entity that controls, is controlled by, or is jointly controlled with the entity, where" control "refers to the direct or indirect ownership of the power to direct or cause the direction of the entity's management, operating policies, or assets, whether through ownership of more than 50% of voting or equity securities or assets, or through contracts, management agreements, voting trusts, or other means; The premise is that the term 'affiliated company' should include any variable interest entity, regardless of whether any variable interest entity may or needs to be merged with that entity in accordance with generally accepted accounting principles;
Applicable Law "means, with respect 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;
A 'working day' refers to any day in Malaysia other than a Saturday, Sunday, or public holiday;
Commercially reasonable effort "refers to taking such steps and executing them in a firm, prudent, and reasonable manner to achieve specific results for the benefit of a well managed company;
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 in any disputes related to these Terms of Service; (c) Any copies of confidential information and all information created or derived by the receiving party or its representatives from confidential information, provided that confidential information shall not include the following information: (i) already in the possession of the disclosing party or its representative at the time of disclosure by the receiving party or its representative; (ii) is or becomes a part of public knowledge, except as a result of any act or omission by the recipient or its representatives that violates the confidentiality provisions of these Terms of Service; (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 the receiving party or its representative, without using or referencing the confidential information of the disclosing party;
Bankruptcy Event "means, with respect to a specific person, any of the following events: (i) a receiver or similar official is appointed to manage all or a significant portion of the assets or business of that person; (ii) Adopt a resolution regarding liquidation (excluding liquidation for the purpose of or in connection with any solvency consolidation or reorganization) or the court making the order for management (or any equivalent order in any jurisdiction); (iii) enter into any combination or arrangement with the person's creditors (excluding those related to solvency restructuring); (iv) cease business operations; (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 influencers under these Terms of Service, including but not limited to all intellectual property owned by influencers, such as text, images, photos, illustrations, drawings, animations, songs, audio, video, and any other works created by influencers and provided under these Terms of Service;
Personal Rights "refers 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 laws, as well as all intellectual property rights related to or incidental to any of the above;
Intellectual Property "refers to all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade names or business 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 currently existing or created in the future, anywhere in the world, whether registered or not, and all interests, privileges, and litigation rights, to recover damages and obtain relief or other remedies for any past, present or future infringement, theft or violation of any of the above rights; and
'Representative' refers to one party's affiliates (if applicable), as well as its and its affiliates' respective officers, directors, employees, consultants, agents, and subcontractors.
2. Deadline
2.1 These Terms of Service apply to influencers/agents as of the agreement date (as stated in the table), and shall remain in effect for the initial term (as stated in the table) in the event of early termination in accordance with the terms of these Terms of Service. After the initial deadline or any update deadline at that time (as the case may be) expires, HelloPanda may update the initial deadline ("Update Deadline") within a period determined in writing by HelloPanda 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 it shall provide the services specified in the form ("Services") independently to HelloPanda during the term in accordance with these Terms of Service and HelloPanda's needs, and shall consider (at reasonable discretion, utilizing its technology and expertise) HelloPanda'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 technology and expertise after consultation) not specified in these Terms of Service but reasonably required by HelloPanda for the implementation of the services by the influencer/agency; And should: (X) achieve at least the same level of accuracy, completeness, and quality as provided by the following individuals, and with the same level of caution, skill, and diligence as used by influencers and other social media figures of similar status to influencers; (Y) According to applicable laws.
3.2 HelloPanda may from time to time place written orders with influencers/agents to obtain additional services, as determined by HelloPanda ("Orders").
3.3 Each such order shall form part of these Terms of Service, and the terms of these Terms of Service shall apply to each order. If: (i) there is a conflict between the form and these Terms of Service (collectively referred to as the "Main Terms"); (ii) For any order, such conflicts will be resolved by prioritizing the main terms, unless otherwise specified in the order.
3.4 The influencer/agent shall confirm receipt of each order to HelloPanda within two (2) working days after receiving the order, after which the influencer/agent shall be deemed to have accepted the order.
Before the influencer/agent delivers the service to HelloPanda based on the order, HelloPanda has the right to immediately modify, change 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 form and/or order (if applicable) (including creating and providing influencer content);
(b) Produce original, carefully crafted, and edited influencer content with an overall quality at least equivalent to the original content published by influencers before becoming influencers on HelloPanda;
(c) Independently producing internet celebrity content, provided that it takes into account (at its reasonable discretion, utilizing its technology and expertise) any feedback and/or requests (including creative briefs) provided by HelloPanda from time to time;
(d) (If applicable) Participate in events hosted, promoted, or supported by HelloPanda ("Company Events"), provided that an invitation is submitted by HelloPanda at least five (5) days prior to the start of the Company Event. The influencer should also reply within forty-eight (48) hours after receiving the invitation from HelloPanda;
(e) Ensure that the execution of its services does not involve any attempt to deceive HelloPanda or any other person, and that the information provided to HelloPanda is not false, inaccurate, or misleading;
(f) Not to publish, authorize or otherwise make any statements or representations that defame, defame, belittle or otherwise harm HelloPanda or its affiliates or their respective products (whether through social media platforms or during live broadcasts), services, management personnel, directors, employees or shareholders ("Company Entity");
(g) Ensure that it does not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamation, insults, 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, medicines or supplements; Create and publish influencer content and any other materials referenced or related to the company entity when engaging in gambling or lottery, money lending, or pornography; and
(h) Without prior written approval from HelloPanda, no obligations under these Terms of Service may be subcontracted or delegated to a third party.
3.7 HelloPanda has the right to:
(a) Review and approve all influencer content or any other public announcements or content related to these Terms of Service published by influencers prior to publication or release; and
(b) Request to delete, move, restrict or otherwise remove any influencer content from public circulation (including situations where such influencer content violates any requirements of HelloPanda from time to time).
4. Costs; Invoice; Tax
4.1 Costs.
(a) As consideration for the services provided by internet celebrities, HelloPanda shall pay the fees ("Fees") calculated based on the form and/or order (if applicable) to the internet celebrities.
(b) Influencer acknowledges and agrees that: (i) except for fees, HelloPanda shall not pay any other fees, royalties, payments, amounts, fees or consideration to Influencer or any third party for the services received by HelloPanda; (ii) It shall be fully responsible for any costs incurred in providing materials, tools, and equipment required for the provision of services (including any loss or damage as described above).
(c) The influencer acknowledges and agrees that the records of HelloPanda are the sole, final, and conclusive evidence of the influencer's performance under these Terms of Service and any and all fees payable, and are binding on the influencer for all purposes related to these Terms of Service.
4.2 Payment.
(a) HelloPanda shall pay undisputed fees to the affected parties based on the form and/or order (if applicable), but may refuse to pay fees disputed in good faith by HelloPanda (or, if disputed fees have already been paid, HelloPanda 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 via wire transfer to the bank account of the affected party (see table for details). To avoid any doubt, the influencer should ensure that their bank account details are accurate and valid, so that HelloPanda can make payments to the influencer. If any penalties related to the bank arise 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 HelloPanda has the right to offset and use any amount due or owing by HelloPanda and/or its affiliates to the affected party and/or its affiliates (if applicable) under these terms of service or any other transaction, agreement, contract or debit note, including but not limited to any amount of debt. The affected party and/or its affiliates shall be liable to HelloPanda and/or its affiliates (if applicable) for any due, unpaid or claimed, pending claims, demands, losses or damages.
4.3 Taxation.
(a) For the purpose of these Terms of Service, "taxes" refer to 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 payments payable under these terms of service include taxes. Within the scope required or permitted by applicable laws, HelloPanda may deduct any applicable taxes through reverse charging or similar mechanisms. HelloPanda should 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 paying any taxes arising from these Terms of Service in accordance with the applicable laws of the relevant tax jurisdiction. Despite any other provision in these Terms of Service, if HelloPanda has any withholding obligation for any payment due under these Terms of Service, such payment shall be deemed to include all taxes and HelloPanda shall have the right to deduct and withhold from such payment. Any taxes that need to be deducted and withheld when making such payments in accordance with applicable laws. Within the scope of the amounts withheld and deducted in accordance with these terms, for all purposes of these terms of service, such withheld amounts shall be deemed to have been paid to the authorities making such deductions and withholdings, and HelloPanda shall have no further obligation to pay the equivalent amount or any part thereof to the affected party. HelloPanda will immediately provide a copy of the receipt or other government proof to the affected party upon receipt of such receipts to demonstrate all taxes withheld from such payments. Both parties shall cooperate and strive to comply with all applicable document and registration requirements to minimize the amount of withholding tax levied (if any). Without affecting the generality mentioned above
5. Intellectual Property
5.1 Content Rights of Influencers Influencer acknowledges and agrees that the Influencer Content is created by Influencer as a work made in accordance with applicable laws, and that any and all rights, titles, and interests in the Influencer Content, including all intellectual property rights, are exclusively owned by HelloPanda If any rights, ownership, or interests in the content of the influencer do not belong to HelloPanda as an employment work, the influencer hereby unconditionally and irrevocably transfers all such rights, ownership, and interests worldwide to HelloPanda permanently. At any time, at the request of HelloPanda, internet celebrities shall sign any document in a form acceptable to HelloPanda to fully give effect to HelloPanda's ownership of the aforementioned internet celebrity content. If, at any time, at the request of HelloPanda, the impactor fails or is unable to execute any such document within fourteen (14) days, the impactor hereby irrevocably designates and appoints HelloPanda or its duly authorized officers and agents as the agent and attorney of the impactor - in fact, acting in the interests of the impactor. Represent the execution and filing of any and all such documents, and perform all other lawful and permitted actions, with the same legal effect and effect as if executed or enforced by the influencer. HelloPanda has absolute discretion to permanently use, copy, modify, adapt, create derivative works, publish, distribute, publicly display, disseminate to the public, publicly perform, stream, broadcast, and otherwise exploit influencer content worldwide, without paying any royalties, accounting or other amounts to influencers or any third party. Within the scope permitted by applicable laws, the influencer hereby waives all moral and economic rights (or equivalent rights) related to the content of the influencer on behalf of itself, its employees, contractors, and agents under the laws of any jurisdiction. If such rights cannot be waived under applicable law, the influencer agrees not to assert such rights against HelloPanda.
5.2 Personal Rights of Influencers. The influencer hereby grants HelloPanda a non exclusive, global, irrevocable, transferable, sublicensable, and royalty free license to use personal rights to promote and market HelloPanda and its related services within the maximum period permitted by applicable laws. Occasionally, subordinates.
5.3 HelloPandaIP。
(a) Influencer acknowledges and agrees that: (i) HelloPanda owns HelloPanda as part of these Terms of Service (including any customized, enhanced, modified, or derivative products) and the HelloPanda name, logo, and trademark (collectively, the "HelloPanda IP"); (ii) It shall not at any time acquire any right, ownership or interest in the intellectual property of HelloPanda or any part thereof; (iii) It shall not at any time seek to register, claim or assert any right, ownership or interest in HelloPanda intellectual property or any part thereof.
(b) HelloPanda hereby grants to Influencer a non exclusive, revocable, non transferable, non sublicensable, and royalty free license to use HelloPanda IP services (including providing services) only to the extent necessary for Influencer to fulfill its obligations under these terms, provided that any use of HelloPanda's logos, trademarks, and other branded devices by internet celebrities requires prior written consent from HelloPanda, unless such use complies with the terms of these terms of service or HelloPanda's instructions.
6. Service recipients
6.1 Influencers/agents shall provide services to HelloPanda and its affiliates, and in these Terms of Service, unless the context otherwise requires, references to HelloPanda within the scope of their acceptance of services shall include HelloPanda's affiliates.
7. Termination
7.1 Either party may terminate these Terms of Service at any time by giving written notice of termination to the other party, without prejudice to its other rights and obligations under these Terms of Service, if:
(a) The other party seriously breaches any of its obligations, representations or warranties under these Terms of Service and fails to rectify such breach within fourteen (14) days of written notice from the terminating party;
(b) The other party has committed a series of breach behaviors, including: (i) it may not be significant in itself; (ii) Notify the other party; (iii) If the breach is not remedied within fourteen (14) days after receiving the notice, and if these unremedied breaches collectively constitute a material breach;
(c) The other party experiences bankruptcy events; or
7.2 HelloPanda may terminate these Terms of Service or any order (if applicable) at any time without cause, by providing written notice to the affected party/agent seven (7) days in advance.
7.3 The termination or expiration of these Terms of Service shall not prejudice any rights and liabilities that may arise between the parties prior to such expiration or termination, unless waived in writing by the party entitled to such rights.
7.4 Upon termination by HelloPanda in accordance with Article 7.1 or 7.2, unless otherwise agreed in writing by both parties, the influencer/agent shall immediately refund any fees paid by HelloPanda in accordance with these Terms of Service in the event of a serious breach by the influencer/agent. Furthermore, during the termination period, any services not provided by the influencer/agent shall be absolutely satisfactory to HelloPanda
7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continued effectiveness of any express or implied provisions of these Terms of Service that are intended to be effective or continue to be effective after expiration or termination (including but not limited to Articles 5, 7, 9, 10, 11, 12, and 13).
