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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/Agency on the Agreement Date and together with the Form constitute the agreement between the parties Amazon Mobile Malaysia Sdn. Bhd. Bhd. ("Amazon") and the influencer/agency (as described 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 The agreement or award, in each case, applies to that person or his business or property;

"Business Day" means any day in Malaysia 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 in a manner determined, prudent and reasonable by a well-managed company 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 of any information relating to these Terms Position Services in Disputes; (c) any copy 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), Amazon may renew the Initial Term (the “Renewal Term”) for such period as Amazon determines in writing to 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 Amazon independently in accordance with these Terms of Service and Amazon's needs and shall consider (in its reasonable discretion, utilizing its technology and expertise) feedback from Amazon. The Services shall include 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 Amazon) using its technology and expertise) for Influence The performance of the Services by the Operator/Agency; 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 used by, Influencers and other social media personalities of similar status to influencers; (Y) subject to applicable law.

3.2 Amazon may place an order in writing with an Influencer/Agent for additional services from time to time, the order being determined by Amazon (“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 expressly stated otherwise in the Order.

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

3.5 Before the Influencer/Agent delivers Services to Amazon under the Order, Amazon reserves the right to immediately modify, change or terminate the Order by giving written notice to the Influencer/Agent.

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, carefully crafted and edited Influencer Content that is of an overall quality that is at least equal to the Influencer’s original Content posted before becoming an Influencer on Amazon;

(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 Amazon from time to time;

(d) (if applicable) attend an event hosted, promoted or supported by Amazon (a “Company Event”), provided that an invitation is submitted in advance by Amazon at least five (5) days from the date of the Company Event. Influencers are also expected to respond within forty-eight (48) hours of receiving an invitation from Amazon;

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

(f) not post, authorize or otherwise make any statement or representation or other communication (whether through a social media platform or during a live broadcast) that defames, disparages, disparages or otherwise damages Amazon or its affiliates or their respective products Period), services, officers, directors, employees or shareholders ("Corporate Entity");

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

3.7 Amazon has the right to:

(a) review and approve all Influencer Content or any other public announcements or content posted by Influencers 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 requirements of Amazon from time to time).

4. Fees; invoices; taxes

4.1 Fees.

(a) In consideration for the Influencer’s services, Amazon 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 for Amazon’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 Amazon’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 binding upon Influencer for all purposes related to these Terms. force service.

4.2 Payment.

(a) Amazon shall pay Influencer’s undisputed fees pursuant to the Form and/or Order Form (as applicable), but may refuse to pay fees that Amazon disputes in good faith (or, if the disputed fees have already been paid, Amazon may at a later date An equal amount is withheld from the payment), 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 Amazon 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 Amazon shall have the right to set off any amounts due or owing to Influencer and/or its Affiliates (as applicable) by Amazon and/or its Affiliates under these Terms of Service and to use any amounts under the Service Terms or any other transaction, agreement, contract or debit order, including without limitation any amount of debt due, owed or Claims, pending claims, demands, losses or damages against it.

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, Amazon may deduct any applicable taxes through reverse charges or similar mechanisms. Amazon shall promptly remit any tax withheld to the appropriate government agency and shall provide Influencer with written evidence of such remittance acceptable to 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 Amazon has any withholding obligation with respect to any amounts payable under these Terms of Service, such payments are deemed to be inclusive of all taxes, and Amazon shall have the right to deduct such amounts and withholding. Payment of any taxes required to be deducted and withheld in connection with such payment under any provisions of applicable law. To the extent such 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 Amazon shall have no further Obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Influencer. Amazon will promptly provide Influencer with a copy of a receipt or other government certification upon receipt of such receipt evidencing all taxes withheld from such payments. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withholding taxes, if any, imposed. Without affecting the generality of the above,

5. Intellectual property rights

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

5.2 Individual rights of influencers. Influencer hereby grants to Amazon a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license for the maximum period permitted by applicable law to use the Individual Rights to promote and market Amazon and the related services it provides. . Subordinate from time to time.

5.3 cgwlcmsIP.

(a) Influencer acknowledges and agrees that: (i) Amazon owns the rights to these Terms of Service (including any customizations, enhancements, changes, or derivatives thereof) and the Amazon name, logos, and trademarks (collectively, the "Amazon IP"); (ii) its shall not at any time acquire any right, title or interest in Amazon Intellectual Property or any part thereof; and (iii) shall not at any time seek to register, assert or assert any right, title or interest in Amazon Intellectual Property or any part thereof.

(b) Amazon hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, and royalty-free license during the Term to use the Amazon IP Services only to the extent necessary for Influencer to perform its obligations under these Terms ( including providing the Services), provided that all use by influencers of any Amazon logos, trademarks, and other branding devices requires Amazon’s prior written consent, unless such use is consistent with the terms of these Terms of Service or Amazon’s instructions.

6.Service objects

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

7. Termination

7.1 Without prejudice to its other rights and obligations under these Terms of Service, either party may terminate these Terms of Service at any time by sending 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 cure such breach within fourteen (14) days of written notice from the terminating party;

(b) The other party commits a series of breaches that: (i) may not be material in themselves; (ii) are notified to the other party; (iii) are not remedied within fourteen (14) days of notification, if these Uncured breaches collectively constitute a material breach;

(c) The other party becomes bankrupt; or

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

7.3 Termination or expiration of these Terms of Service shall not prejudice the rights and liabilities of the parties that may have arisen before such expiry or termination, unless the party with such rights waives them in writing.

7.4 Upon termination by Amazon in accordance with Section 7.1 or Section 7.2, unless otherwise agreed in writing between the parties, the influencer/agent shall immediately refund any fees paid by Amazon in accordance with these Terms of Service when the influencer/agent is in material breach of the provisions of these Terms of Service. , and as of the date of termination, the Influencer/Agency has not provided services to Amazon’s absolute satisfaction

7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continuation of any provision in these Terms of Service that is expressly or implicitly intended to take effect or continue to be effective on or after the expiration or termination (including but not limited to Sections 5, 7, 9, 10, 11, 12 and 13).