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These Influencer Terms of Service - General Terms constitute the general terms of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Organization on the date of the Agreement and together with the Form constitute an agreement between the parties Bighome Mobile Malaysia Sdn. Bhd. Bhd. (“Bighome”) and Influencers/Agencies (as stated in the form).
1. Explain
1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meaning given in the table.
1.2 In these terms of service, the following words will have the meanings assigned to them in these terms, 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 that entity, where "control" means having, directly or indirectly, the power to direct or cause the management, management, The direction of operating policies or assets, whether by ownership of more than 50% of the votes or equity securities or assets, or by contract, management agreement, voting trust or otherwise; provided that the term "affiliated company" shall include any variable interest entities, regardless of whether any variable interest entities may or need to be consolidated with such entities under GAAP;
"Applicable Law" means to any person any and all: (a) laws, statutes or regulations, (b) guidelines, standards, rules, requirements, orders and standards issued under any law, statute or regulation, (c ) the rules of any stock exchange or equivalent; (d) applicable data protection laws; (e) any and all governmental authority judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlements an agreement or award, in each case applicable to that person or his business or property;
"Working Day" means any day other than a Saturday, Sunday or public holiday in Malaysia;
"commercially reasonable efforts" means taking such steps and performing them in circumstances where such steps are taken and performed in a determined, prudent and reasonable manner in the self-interest 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 the Influencer/Agent and commercial details set out in the form), and any (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 the Confidential Information shall not include information that: (i) is already in the Receiving Party’s or its (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 in breach of the confidentiality provisions of these Terms of Service; (iii) by The Receiving Party or its representatives have not obtained such information from third parties who have obtained such information directly or indirectly from the Disclosing Party, subject to any obligation of confidentiality; ;
"Insolvency Event" means, with respect to a particular person, any of the following events: (i) the appointment of a receiver or similar officer to administer all or a substantial part of that person's assets or business; (ii) the passing of a resolution to wind up (for any (except for the purpose of a solvency merger or reorganization or a winding-up in connection therewith) or the court that made the order or the court that made the order for administration (or any equivalent order in any jurisdiction); (iii) with the person’s creditors any combination or arrangement (other than in connection with a solvency reorganization); (iv) ceases to carry on business; (v) fails to pay such person's debts as they fall due in the ordinary course of business; (vi) causes or is subject to any event, Subject to 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 an Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other work created by the Influencer and made available under these Terms of Service;
"Individual Rights" means any and all rights under applicable law to protect an Influencer's name, pseudonym, voice, likeness, image, likeness, biography, character, persona, and all other aspects of his or her publicity, privacy, or personality rights , 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 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 of the same, whether now existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges , the right to sue, recover damages and obtain relief or other remedy 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. Deadline
2.1 These Terms of Service apply to the Influencer/Agency as of the date of agreement (as stated in the form) and in the event of early termination in accordance with the terms of these Terms of Service, will survive the initial term (as stated in the form) in the table). After the expiration of the Initial Term or any then-current Renewal Term (as the case may be), Bighome may renew the Initial Term for such period as Bighome may determine in writing to the Influencer/Agency (“Renewal Term”). The Initial Term and the Renewal Term (if applicable) shall collectively be referred to as the "Term".
3. SERVICES
3.1 The Influencer/Agency acknowledges and agrees that it shall provide the services specified in the form (“Services”) to Bighome independently within the Term in accordance with these Terms of Service and Bighome’s needs, and shall consider from time to time (in reasonable discretion, utilizing its technology and expertise) feedback from Bighome. 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 with Bighome) for influence and shall: (X) be performed with at least the same degree of accuracy, completeness and quality and with the same degree of care, skill and diligence as would be provided by, Influencers and other social media personalities similar in status to influencers; (Y) under applicable law.
3.2 From time to time, Bighome may place an order in writing with the Influencer/Agent for additional services, as determined by Bighome (“Order”).
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. In the event of: (i) a conflict between the Form and these Terms of Service (collectively, the "Master Terms"); (ii) any Order, such conflict will be resolved by taking precedence over the Master Terms, unless expressly stated otherwise in the Order.
3.4 The influencer/agent shall acknowledge receipt of each order to Bighome within two (2) working days of receipt of the order, after which the influencer/agent shall be deemed to have accepted the order.
3.5 Before the influencer/agent delivers the service to Bighome according to the order, Bighome has the right to modify, change or terminate the order immediately by notifying the influencer/agent in writing.
3.6 In providing services, Influencers and Agencies shall cause 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-written and edited Influencer Content of at least the same overall quality as the Influencer's original content published before Bighome became an Influencer;
(c) independently produce Influencer Content, provided that it shall take into account (in its reasonable discretion, utilizing its technology and expertise) any feedback and/or requests (including creative briefs) provided by Bighome from time to time;
(d) (if applicable) attend an event hosted, promoted or supported by Bighome (“Corporate Event”), subject to an invitation submitted in advance by Bighome at least five (5) days from the date the Corporate Event commences. Influencers are also expected to respond within forty-eight (48) hours of receiving an invitation from Bighome;
(e) ensure that the performance of its services does not involve any attempt to deceive Bighome or any other person and that the information provided to Bighome is not false, inaccurate or misleading;
(f) not to post, authorize or otherwise make any statement or statement or other communication that defames, defames, disparages or otherwise damages Bighome or its affiliates or their respective products (whether through social media platforms, period), 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, discrimination based on race, sex, religion, ), nationality, disability, sexual orientation or age); and (ii) content related to illicit tobacco; counterfeiting or infringing intellectual property rights; illegal drugs, drugs or supplements; gambling or lotteries, money lending businesses or pornography); and Post Influencer Content and any other material referencing or relating to a Company Entity; and
(h) shall not subcontract or delegate any of its obligations under these Terms of Service to a third party without Bighome's prior written approval.
3.7 Bighome has 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 posting; and
(b) request that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including where such Influencer Content violates any of Bighome's requirements from time to time).
4. Fees; Invoices; Taxes
4.1 Fees.
(a) In consideration for the services provided by the Influencer, Bighome shall pay the Influencer a fee ("Fees") calculated according to the form and/or order (if applicable).
(b) Influencer acknowledges and agrees that: (i) other than Fees, no other fee, royalty, payment, amount, fee or consideration will be payable to Influencer or any third party for the Services received by Bighome; (ii) It shall be solely responsible for any costs of supplying materials, tools and equipment necessary to perform the Services (including any loss or damage as described above).
(c) The Influencer acknowledges and agrees that Bighome's records are the sole, conclusive and conclusive evidence of the Influencer's performance under these Terms of Service and any and all fees payable and shall be binding on the Influencer for all purposes in connection with these Terms service.
4.2 Payment.
(a) cgwlcms shall pay the Influencer the undisputed fee in accordance with the form and/or order (if applicable), but may refuse to pay the fee that Bighome disputes in good faith (or, if the disputed fee has already been paid, Bighome may from later withholding an equivalent amount from payment), 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 (see table for details). For the avoidance of doubt, the Influencer should ensure that the Influencer's bank account details are accurate and valid in order for cgwlcms to pay the Influencer. In the event of any bank-related penalties resulting from inaccurate and/or invalid bank account information of the Influencer, such penalties shall be solely the responsibility of the Influencer.
(c) The parties acknowledge and agree that Bighome has the right to offset and use any amount owed by Bighome and/or its affiliates under these Terms of Service to or owed to the Influencer and/or its affiliates (as applicable) under this Service Terms or any other transaction, agreement, contract or debit order, including but not limited to debts of any amount due, owed or owed by Bighome and/or its affiliates (as applicable) or claims, pending claims, demands, losses or damages against them.
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, 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 are inclusive of taxes. To the extent required or permitted by applicable law, cgwlcms may deduct any applicable taxes by reverse charge or similar mechanism. cgwlcms 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 the payment of taxes arising from these Terms of Service as required by the applicable laws of the relevant taxing jurisdiction. Notwithstanding anything else in these Terms of Service, if Bighome has any withholding obligations on any payments due under these Terms of Service, such payments are deemed to be inclusive of all taxes and Bighome is entitled to deduct from such payments and withholding. Pay any taxes that are required to be withheld and withheld in making such payments under any provisions of applicable law. To the extent amounts so withheld and withheld pursuant to this Clause, 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 Bighome has not further Obligated to pay the equivalent of such withholding amounts, or any portion thereof, to the Influencer. Immediately upon receipt of such receipt, Bighome will provide the Influencer with a copy of the receipt or other government certification evidencing all taxes withheld from such payment. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements in order to minimize the amount of withholding tax imposed, if any. Without prejudice to the generality of the foregoing,
5. Intellectual property rights
5.1 Influencer Content Rights. Influencer acknowledges and agrees that Influencer Content is
