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These Influencer Terms of Service - General Terms constitute the general terms of the Influencer Terms of Service form (the "Form") accepted by the Influencer/Organization as of the Agreement Date and together with the Form constitute the agreement between the parties Bol Shop Mobile Malaysia Sdn. Bhd . Bhd. ("Bol Shop") and the influencer/agency (as stated in the form).
1.Explanation
1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meaning given to them in the table.
1.2 In these Terms of Service, the following words will have the meaning given 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 such entity, where "control" means the power, directly or indirectly, to direct or cause the management of such entity, the direction of operating policies or assets, whether by 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, regardless of whether any variable interest entity may or needs to be consolidated with that 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 standards issued under any law, statute or regulation, (c ) the rules of any stock exchange or equivalent body; (d) applicable data protection laws; (e) judgments, orders, writs, instructions, authorizations, awards, decisions, injunctions, decrees, assessments, settlements of any and all governmental authorities an agreement or award which in each case applies to that person or his business or property;
"Working day" means any day in Europe other than a Saturday, Sunday or public holiday;
"Commercially reasonable efforts" means the taking of such steps and the manner in which such steps are carried out by a well-managed company in a determined, prudent and reasonable manner to achieve a particular result in its own interests;
"Confidential Information Legal and Administrative Information; (b) the existence and terms of these Terms of Service (including any fees paid to Influencers/Agents and the commercial details set out in the form), and the Disclosing Party’s use in any and all matters relating to these Terms Position Services in Disputes; (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) has been is in the possession of the Disclosing Party or its representatives at the time of disclosure; (ii) is or becomes part of the public knowledge except as a result of any act or omission by the Receiving Party or its representatives that violates the confidentiality provisions of these Terms of Service; (iii) is caused by has not been obtained by the Receiving Party or its representatives from a third party who has obtained such information directly or indirectly from the Disclosing Party subject to any obligation of confidentiality; (iv) was independently developed by the Receiving Party or its representatives without use 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 to manage all or a substantial part of the assets or business of that person; (ii) the passing of a resolution for the winding up (for any (other than for the purposes of a solvency merger or reorganization or a winding up in connection therewith) or the court making the order or for the purpose of administration (or any equivalent order in any jurisdiction); (iii) with the creditors of that person any combination or arrangement (other than in connection with a solvency restructuring); (iv) ceases to carry on business; (v) is unable to pay the debts of such person as they become due in the ordinary course of business; (vi) a person causing or being subject to any event, In accordance with applicable law,
"Influencer Content" means all content created and provided by the Influencer under these Terms of Service, including without limitation 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 under these Terms of Service;
"Personal Rights" means any and all rights that 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 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, layout rights, registered designs, design rights, database rights, trade or commercial 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 same applications, 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 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 apply to the Influencer/Agency as of the Agreement Date (as stated in the Form) and will survive the Initial Term (as stated in the Form) in the event of earlier termination in accordance with the terms of these Terms of Service in the table). After the expiration of the Initial Term or any then-current Renewal Term (as the case may be), Bol Shop may renew the Initial Term (the “Renewal Term”) for such period as Bol Shop determines in writing to the Influencer/Agency. 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 (the "Services") during the Term to Bol Shop independently in accordance with these Terms of Service and Bol Shop's needs and shall consider (in its reasonable discretion) from time to time , leveraging its technology and expertise) Bol Shop’s feedback. The Services shall include such other tasks, services, features, activities and obligations not specified in these Terms of Service but reasonably required (at the reasonable discretion of the Influencer/Agency, in consultation with Bol Shop) for the purpose Performance of the Services by Influencer/Agency; and shall: (X) be performed with at least the same degree of accuracy, completeness and quality as would be provided by, and with the same degree of care, skill and diligence used by , influencers and other social media personalities of a similar status to influencers; (Y) subject to applicable law.
3.2 Bol Shop may from time to time place an order in writing with the Influencer/Agent for additional services, the order being determined by Bol Shop ("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. If there is a conflict between: (i) the Forms and these Terms of Service (collectively, the "Master Terms"); (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 Bol Shop 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 services to Bol Shop in accordance with the order, Bol Shop has the right to immediately modify, change or terminate the order by notifying the influencer/agent in writing.
3.6 In providing the Services, the Influencer shall and the Agency shall cause the Influencer to:
(a) carry out the activities (including creating and providing Influencer Content) set out in the Form and/or Order Form (as applicable);
(b) produce original, well-created and edited Influencer Content that is of at least the same overall quality as the Influencer's original Content published prior to becoming an Influencer on Bol Shop;
(c) independently produce influencer content, provided that it shall take into account (at its reasonable discretion, utilizing its technology and expertise) any feedback and/or requests (including creative briefs) provided by Bol Shop from time to time;
(d) (if applicable) attend an event hosted, promoted or supported by Bol Shop (a "Company Event"), provided that an invitation is submitted in advance by Bol Shop at least five (5) days from the date of the Company Event. Influencers should also respond within forty-eight (48) hours of receiving an invitation from Bol Shop;
(e) ensure that the performance of its services does not involve any attempt to deceive Bol Shop or any other person and that the information provided to Bol Shop is not false, inaccurate or misleading;
(f) not publish, authorize or otherwise make any statement or representation or other communication (whether through a social media platform or on 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, discrimination on the basis of race, gender, religion ), nationality, disability, sexual orientation or age); and (ii) content related to prohibited tobacco; counterfeiting or infringement of intellectual property rights; illegal drugs, medicines or supplements; gambling or lotteries, moneylending operations or pornography) and post influencer content and any other materials referencing or relating to corporate entities; and
(h) No Bol Shop may subcontract or delegate any of its obligations under these Terms of Service to a third party without Bol Shop’s prior written approval.
3.7 Bol Shop has the right to:
(a) review and approve all Influencer Content or any other public announcements or content posted by an Influencer in connection with these Terms of Service prior to posting or posting; and
or (b) request that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including if such Influencer Content violates any of Bol Shop's requirements from time to time).
4. Fees; invoices; taxes
4.1 Fees.
(a) In consideration for the Influencer’s provision of services, Bol Shop shall pay the Influencer a fee calculated in accordance with the Form and/or Order Form (as applicable) (the “Fees”).
(b) Influencer acknowledges and agrees that: (i) other than fees, no other fees, royalties, payments, amounts, fees or consideration will be payable to Influencer or any third party in connection with Bol Shop's receipt of the Services; (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 set out above).
(c) Influencer acknowledges and agrees that Bol Shop’s records are the sole, conclusive and conclusive evidence of Influencer’s performance under these Terms of Service and any and all fees payable, and shall be available to Influencer for all purposes related to these Terms. Binding services.
4.2 Payment.
(a) cgwlcms shall pay the undisputed fees to the Influencer in accordance with the Form and/or Order Form (as applicable), but may refuse to pay fees disputed in good faith by Bol Shop (or, if the disputed fees have already been paid, Bol Shop may withdraw from withholding an equal amount from future payments), including disputes related to invoice errors or amounts already paid.
(b) Payment of the Fee shall be made via wire transfer to the Influencer’s bank account (see table for details). For the avoidance of doubt, the Influencer shall ensure that the Influencer’s bank account details are accurate and valid for the purpose of payment by cgwlcms to the Influencer. In the event of any bank-related penalties resulting from inaccurate and/or invalid Influencer’s bank account information, such penalties shall be the sole responsibility of the Influencer.
(c) The parties acknowledge and agree that Bol Shop shall have the right to set off any amounts payable or owing to Influencer and/or its affiliates (as applicable) by Bol Shop and/or its affiliates under these Terms of Service and to use any amounts based on These Terms of Service or any other transaction, agreement, contract or debit order, including but not limited to, any amount of indebtedness shall be due to Bol Shop and/or its affiliates (as applicable), Amounts owed or claimed, pending claims, demands, losses or damages.
4.3 Taxes.
(a) For the purposes of these Terms of Service, "Taxes" means any taxes, 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, cgwlcms may deduct any applicable taxes through reverse charges or similar mechanisms. cgwlcms shall promptly remit any tax withheld to the relevant government agency 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 applicable laws of the relevant taxing jurisdiction. Notwithstanding any other provision in these Terms of Service, if Bol Shop has any withholding obligation with respect to any amounts payable under these Terms of Service, such payments will be deemed to be inclusive of all taxes and Bol Shop shall be entitled to withdraw from such amounts deductions and withholdings. Payment of any taxes required to be deducted and withheld in connection with such payment under any provisions of applicable law. To the extent that amounts are so withheld and withheld under these Terms, such amounts withheld shall, for all purposes of these Terms of Service, be deemed to have been paid to the authority making such deductions and withholdings, and Bol Shop shall not A further obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Influencer. Bol Shop will promptly provide the Influencer with a receipt or other government certificate upon receipt of such receipt.
