This Influencer Terms of Service – General Terms constitute the General Terms for the purposes of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency on the Agreement Date, and, together with the Form, shall constitute the agreement between ccwinshop Mobile Malaysia Sdn. Bhd. (“ccwinshop”) and Influencer/Agency (as identified in the Form).

1. INTERPRETATION

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

1.2 In this Terms of Service the following words will have the meanings assigned to them in this Clause, except where 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 the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that entity, whether by way of ownership of more than 50% of its voting or equity securities or assets, or by way of contract, management agreement, voting trust, or otherwise; provided that the term "Affiliates" shall include any variable interest entity regardless of whether any variable interest entity may be, or required to be, consolidated with that entity under generally accepted accounting principles;

● "Applicable Law" means, with respect to any person, any and all: (a) laws, ordinances, or regulations, (b) codes, standards, rules, requirements, orders and criteria issued under any laws, ordinances or regulations, (c) rules of any securities exchange or equivalent; (d) applicable data protection laws; and (e) any and all judgments, orders, writs, directives, authorisations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any governmental authority, in each case applicable to such person or its business or properties;

● “Business Day” means any day other than Saturdays, Sundays or public holidays in Malaysia;

● "Commercially Reasonable Efforts" means taking such steps and performing in such a manner as a well-managed company would undertake where such company was acting in a determined, prudent and reasonable manner to achieve the particular result for its own benefit;

● “Confidential Information” means all confidential, non-public information and data, of any nature and in any form (whether written, visual, electronic or oral), that the Receiving Party and its Representatives receive from the Disclosing Party and its Representatives under this Terms of Service (whether on or before the Agreement Date), including without limitation: (a) information relating to the Disclosing Party's and its Affiliates' business and business strategies, markets, customers, products (including new products and plans for new products, as well as marketing plans and materials), pricing and cost information, condition (financial or otherwise), operations, assets, liabilities, results of operations, cash flow and prospects, or employees, officers, contractors and agents, including, without limitation, technical, commercial, financial, accounting, legal and administrative information; (b) the existence of and the terms of this Terms of Service (including any Fees paid to Influencer/Agency and the commercial details set out in the Form), as well as the Disclosing Party's position in any dispute in relation to this Terms of Service; and (c) any copies of Confidential Information and all information created or derived by the Receiving Party or its Representatives from the Confidential Information, provided that Confidential Information shall not include information that: (i) is already in the Receiving Party’s or its Representatives’ possession at the time of disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party or its Representatives in breach of the confidentiality provisions of this Terms of Service; (iii) is obtained by the Receiving Party or its Representatives from a third party who did not obtain such information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation; or (iv) is independently developed by the Receiving Party or its Representatives without the use of or reference to the Confidential Information of the Disclosing Party;

● “Insolvency Event” means, in relation to a specified person, any of the following events: (i) a receiver or similar officer being appointed over all or a material part of that person’s assets or undertaking; (ii) the passing of a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court making an order to that effect or a court making an order for administration (or any equivalent order in any jurisdiction); (iii) entry into any composition or arrangement with that person’s creditors (other than relating to a solvent restructuring); (iv) ceasing to carry on business; (v) being unable to pay that person’s debts as they become due in the ordinary course of business; or (vi) the person causing or being subject to any event with respect to it which, under Applicable Law, has an analogues effect to any of the events specified in sub-paragraphs (i) – (v) above;

● “Influencer Content” means all content created and provided by Influencer in accordance with this Terms of Service, including without limitation all Intellectual Property Rights owned by Influencer such as texts, images, photographs, illustrations, drawings, animations, songs, audios, videos and any other work created by Influencer and made available in accordance with this Terms of Service;

● “Individual Rights” means any and all rights under Applicable Law protecting Influencer’s name, pseudonyms, voice, portrait, image, likeness, biography, character, persona, and all other aspects of his or her publicity, privacy or personality rights, and all Intellectual Property Rights related or incidental to any of the foregoing;

● “Intellectual Property Rights” means all copyright, 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 protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights; and

● “Representatives” means a Party’s Affiliates (where applicable), and its and its Affiliates’ respective officers, directors, employees, advisers, agents and subcontractors.

2. TERM

2.1 This Terms of Service applies to the Influencer/Agency on the Agreement Date (as set forth in the Form) and, subject to earlier termination in accordance with the terms of this Terms of Service, will continue for the Initial Term (as set forth in the Form). Upon expiry of the Initial Term or any then-current Renewal Term (as the case may be), ccwinshop may renew the Initial Term in such periods as may be determined by ccwinshop in writing to the Influencer/Agency (“Renewal Term”). The Initial Term and the Renewal Term (where applicable) shall together be the “Term”.

3. SERVICES

3.1 Influencer/Agency acknowledges and agrees that it shall provide the services set forth in the Form (“Services”) to ccwinshop during the Term independently in accordance with this Terms of Service and ccwinshop’s needs, and shall consider (in its reasonable discretion, making use of its technical and professional know-how) the feedback of ccwinshop from time to time. The Services shall include such other tasks, services, functions, activities and obligations which are not specified in this Terms of Service but which are reasonably required (in Influencer/Agency’s reasonable discretion, making use of its technical and professional know-how, after consultation with ccwinshop) for Influencer/Agency’s performance of the Services; and shall be performed: (X) to at least the same degree of accuracy, completeness and quality provided by, and with the same level of care, skill and diligence used by, influencers and other social media personalities of similar standing to Influencer; and (Y) in accordance with Applicable Law.

3.2 ccwinshop may from time to time place orders with Influencer/Agency for additional Services in writing, the form as determined by ccwinshop (“Order”).

3.3 Each such Order shall form part of this Terms of Service and the terms of this Terms of Service shall apply to each Order. If there is a conflict between: (i) the Form and this Terms of Service (together as “Master Terms”); and (ii) any Order, then such conflict will be resolved by giving precedence to the Master Terms unless expressly stipulated otherwise in the Order.

3.4 Influencer/Agency shall confirm receipt of each Order to ccwinshop within two (2) Business Days of receiving such Order, following which Influencer/Agency shall be deemed to have accepted the Order.

3.5 Prior to delivery of the Services by Influencer/Agency to ccwinshop under an Order, ccwinshop shall be entitled to amend, vary or terminate the Order with immediate effect by written notice to Influencer/Agency.

3.6 When providing the Services, Influencer shall and the Agency shall procure the Influencer to:

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

(b) produce Influencer Content that is original, well created and edited, and of at the least the same overall quality as Influencer’s original content published prior to engagement as an Influencer by ccwinshop;

(c) produce the Influencer Content independently, provided that it shall consider (in its reasonable discretion, making use of its technical and professional know-how) any feedback and/or requests (including creative briefs) provided by ccwinshop from time to time;

(d) (where applicable) attend the events hosted, promoted or supported by ccwinshop (“Company Event”), subject to prior invitation submitted by ccwinshop at least five (5) days from the commencement date of the Company Event. Influencer shall also respond to ccwinshop’s invitation within forty-eight (48) hours of receipt;

(e) ensure that its performance of the Services shall not involve any attempts to defraud ccwinshop or any other person, and that no information provided to ccwinshop is false, inaccurate or misleading;

(f) not publish, authorise or otherwise make any statement or representation or other communication (whether through social media platforms, or during the live streams) that defames, denigrates, disparages or is otherwise damaging to ccwinshop or its Affiliates, or their respective products, services, officers, directors, employees or shareholders (“Company Entities”);

(g) ensure that it does not include any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamatory, abusive or infringing materials, (including content promoting bigotry, racism, discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age); and (ii) content that pertains to contraband tobacco; counterfeit or infringing intellectual property rights; illegal pharmaceuticals, drugs or supplements; gambling or lotteries, money lending businesses or pornography) when creating and publishing Influencer Content and any other materials referencing or relating to Company Entities; and

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

3.7 ccwinshop shall have the right to:

(a) review and approve all Influencer Content or any other public announcements or content by Influencer relating to this Terms of Service prior to posting or publishing; and

(b) require that any Influencer Content is deleted, moved, limited or otherwise removed from public circulation (including where such Influencer Content breaches any requirements of ccwinshop from time to time).