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These Influencer Terms of Service - General constitute the general terms of the Influencer Terms of Service form (the "Form") accepted by Influencer/Agency on the date of the Agreement and together with the Form constitute the Agreement between the parties shopee and Influencer/Agency (as described in the Form).

1. Interpretation 

1.1 Unless otherwise defined, capitalized terms used in these Terms of Service shall have the meanings ascribed to them in the Form.

1.2 In these Terms of Service, the following words shall have the meanings ascribed to them in these Terms of Service, unless inconsistent with the context.

"Subsidiary" 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 possession, directly or indirectly, of the power to direct or cause the management, operating policies or direction of the assets of such entity, whether through the ownership of more than 50% of the assets of such entity or through the ownership of more than 50% of the assets of such entity. direction of the entity, whether through ownership of more than 50% of the voting or equity securities or assets, or through contracts, management agreements, voting trusts or otherwise; provided that the term "affiliate" shall include any variable interest entity, whether or not any variable interest entity may be, or is required to be, consolidated with the entity under generally accepted accounting principles. (b) Consolidation. 

"Applicable Law" means, with respect to any person, any and all: (a) laws, ordinances or regulations, (b) codes, standards, rules, requirements, orders and standards issued pursuant to any law, ordinance or regulation, (c) rules of any stock exchange or equivalent, (d) applicable data protection laws, (e) judgments, orders, orders and standards of any and judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements or awards of all governmental authorities, in each case applicable to such person or its business or property. 

"Business Day" means any day other than a Saturday, Sunday or public holiday in the United States. 

"Commercially Reasonable Efforts" means taking such steps and executing them in a manner that is firm, prudent and reasonable for a well-managed company to achieve a particular result for its own benefit. 

"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 forth in the form) and the Disclosing Party's position in any dispute relating to these Terms of Service; (c) any copies of Confidential Information and all information created or derived from Confidential Information by or on behalf of the Receiving Party Information, provided that Confidential Information shall not include information that (i) was already in the possession of the Receiving Party or its Representative at the time of disclosure by or on behalf of the Disclosing Party; (ii) is or becomes part of the public knowledge, except as a result of any act or omission by the Receiving Party or its Representative in violation of the confidentiality provisions of these Terms of Service; (iii) was never obtained by the Receiving Party or its Representative from the Disclosing Party, directly or indirectly, from such third parties, subject to any obligations of confidentiality; and (iv) developed independently by the Receiving Party or its Representatives without use or reference to the Disclosing Party's Confidential Information.

"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 significant portion of the assets or business of such Person; (ii) the adoption of a resolution for winding up (other than a winding up for the purpose of or in connection with any solvency consolidation or reorganization) or the making of such order by the court or court making the order for administration (or any equivalent order in any jurisdiction); (iii) entering into any combination or arrangement with the creditors of such Person (other than in connection with a Solvency Reorganization); (iv) ceasing to carry on business; (v) being unable to pay the debts of such Person as they become due in the ordinary course of business; (vi) causing or being subject to any event by which, under applicable law, the 

"Influencer Content" means all content created and made available by Influencer under these Terms of Service, including, without limitation, all intellectual property owned by Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by Influencer and made available under these Terms of Service. 

"Personal Rights" means any and all rights under applicable law protecting the Influencer's name, pseudonym, voice, likeness, image, likeness, biography, character, role, and all other aspects of his or her right of publicity, privacy or personality, 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 names or trade names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether now existing or hereafter created, anywhere in the world, whether registered or not, and all benefits, privileges, rights of action, and the right to 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

"Representative" means a party's Affiliates, as applicable, and their respective officers, directors, employees, consultants, agents and subcontractors.

2. Term 

2.1 These Terms of Service shall apply to the Influencer/Agents as of the date of the Agreement (as set forth in the Form) and shall survive the Initial Term (as set forth in the Form) in the event of early termination in accordance with the terms of these Terms of Service.) Upon expiration of the Initial Term or any then-current Renewal Term, as the case may be, shopee may renew the Initial Term for a period to be determined in writing by shopee to the Influencer/Agent (the "Renewal Term"). The Initial Term and the Renewal Term, as applicable, shall be collectively referred to as the "Term."

3. SERVICES

3.1 Influencer/Agency acknowledges and agrees that it shall provide the services set forth in the Form ("Services") independently to shopee during the Term in accordance with these Terms of Service and shopee' needs, and shall consider (at its reasonable discretion, using its technology and expertise) feedback from shopee from time to time. The Services shall include such other tasks, services, functions, activities and obligations not set forth in these Terms of Service but reasonably required (in the reasonable discretion of the Influencer/Agency, after consultation, using its technology and expertise) with shopee) for the Influencer/Agency's performance of the Services; and shall: (X) be provided with at least the same degree of accuracy, completeness and quality as provided by the same degree of care, skill and diligence used by personnel, Influencers and other social media personalities of similar stature to Influencers; and (Y) in accordance with applicable law.

3.2 shopee may from time to time place orders in writing with Influencers/Agents for additional services, as determined by shopee ("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. In the event of: (i) a conflict between the Form and these Terms of Service (collectively, the "Master Terms"); and (ii) any Order, such conflict will be resolved by giving precedence to the Master Terms, unless otherwise expressly provided in the Order. 

3.4 Influencer/Dealer shall acknowledge receipt of each Order to shopee within two (2) business days of receipt of the Order, after which Influencer/Dealer shall be deemed to have accepted the Order. 

3.5 shopee shall have the right to amend, modify or terminate an order immediately by written notice to the Influencer/Dealer prior to the Influencer/Dealer delivering the Services to shopee pursuant to the order.

3.6 In providing the Services, the Influencer shall, and the Agent shall, cause the Influencer to.

(a) Perform the activities (including the creation and delivery of Influencer Content) specified in the Form and/or Order, as applicable. 

(b) Produce original, carefully created and edited Influencer Content of at least the same overall quality as the original Influencer Content published prior to shopee becoming an Influencer. 

(c) Independently produce Netflix Content, provided that it shall consider (at its reasonable discretion and using its technology and expertise) any feedback and/or requests (including creative briefs) that shopee may provide from time to time.

(d) (if applicable) participate in events hosted, promoted or supported by shopee ("Company Events"), provided that the invitation is submitted in advance by shopee at least five (5) days after the date of the Company Event. Influencers shall also respond to shopee' invitation within forty-eight (48) hours of receipt.

(e) Ensure that the performance of their services does not involve any attempt to defraud shopee or any other person and that the information provided to shopee is not false, inaccurate or misleading. 

(f) Not publish, authorize or otherwise make any statements or representations or other communications (whether through social media platforms, or during live broadcasts) that defame, disparage, disparage or otherwise damage shopee or its affiliates or their respective products, the Services, officers, directors, employees or shareholders ("Corporate Entities ").

(g) ensure that it does not contain any abusive or prohibited content (including, without limitation: (i) inappropriate language, defamatory, abusive or infringing material, (including content that promotes bigotry, racism, discrimination based on 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 (iii) the creation and posting of influencer content and any other material referenced or associated with a Company entity while gambling or lotteries, money lending operations or pornography); and

(h) not subcontract or delegate any of its obligations under these Terms of Service to a third party without shopee' prior written approval. 

3.7 shopee shall have 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 publishing; and

(b) require that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including to the extent that such Influencer Content violates any requirements of shopee from time to time).

4. Fees; Invoices; Taxes 

4.1 Fees. 

(a) In consideration for the services provided by Influencer, shopee shall pay Influencer a fee ("Fee") calculated in accordance with the Form and/or Order, as applicable. 

(b) Influencer acknowledges and agrees that: (i) it will not pay Influencer or any third party any other fees, royalties, payments, amounts, expenses or consideration for the Services received by shopee other than the Fees; and (ii) it shall be solely responsible for any costs of providing materials, tools and equipment necessary to provide the Services (including any loss or damage as described above). .

(c) Influencer acknowledges and agrees that shopee' records are the sole, final and conclusive evidence of Influencer's performance under these Terms of Service and of any and all fees payable and shall be binding on Influencer for all purposes related to these Terms of Service.

4.2 Payment.

(a) shopee shall pay the undisputed Fees to the Influencer in accordance with the Form and/or Order, as applicable, but may refuse to pay Fees that are disputed in good faith by shopee (or, if the disputed Fees have been paid, shopee may withhold an equal amount from subsequent payments), including disputes relating to invoicing errors or amounts paid.

(b) Payment of the Fees shall be made by wire transfer to the Affected Person's bank account (see form for details). For the avoidance of doubt, the Influencer shall ensure that the Influencer's bank account details are accurate and valid in order for shopee to pay the Fees to the Influencer. In the event of any bank-related penalties resulting from the Influencer's bank account information being inaccurate and/or invalid, such penalties shall be the sole responsibility of the Influencer.

(c) The parties acknowledge and agree that shopee shall have the right to set off and use any amounts due or owing by shopee and/or its Affiliates to Influencer and/or its Affiliates (as applicable) under these Terms of Service against any amounts due under these Terms of Service or any other transaction, agreement, contract or debit order, including, without limitation, any amounts due to shopee and/or its Affiliates, and that Influencer and/or its Affiliates shall pay to shopee and/or its Affiliates and/or its Affiliates (as applicable) due, owing or claiming from, pending claims, demands, losses or damages.

4.3 Taxes. 

(a) For purposes of these Terms of Service, "Taxes" means any tax, including, without limitation, 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, shopee may deduct any applicable taxes through a reverse charge or similar mechanism, and shopee shall promptly remit any deducted taxes to the relevant governmental agency and shall provide Affected Persons with written evidence of such remittance acceptable to Affected Persons.  

(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 tax jurisdiction. Notwithstanding any other provision of these Terms of Service, if shopee has any withholding obligations with respect to any amounts payable under these Terms of Service, such payments are deemed to be inclusive of all taxes and shopee shall be entitled to deduct and withhold from such amounts. Payment of any taxes required to be deducted and withheld in making such payments under any provision of applicable law. To the extent amounts are so withheld and deducted under these Terms, such withheld amounts shall be deemed to be paid to the authority making such deductions and withholdings for all purposes of these Terms of Service, and shopee shall have no further obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Affected Person.shopee will provide the Affected Person with a receipt or other government copies of certificates evidencing all taxes withheld from such payments. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements in order to minimize the amount of withholding taxes, if any, imposed. Without prejudice to the generality of the foregoing 

5. Intellectual Property Rights 

5.1 Influencer Content Rights. Influencer acknowledges and agrees that the Influencer Content was created by Influencer as a work made under applicable law and that any and all right, title and interest in and to the Influencer Content, including all intellectual property rights, are owned exclusively by shopee. If any right, title or interest in the Influencer Content does not belong to shopee as a work for hire, Influencer hereby unconditionally and irrevocably assigns to shopee in perpetuity all such right, title and interest worldwide, and at any time at the request of shopee, Netflix shall execute any document in a form acceptable to shopee giving full effect to shopee' ownership of the foregoing Netflix ownership of the Content in full force and effect. If, at any time, at the request of shopee, Influencer fails or is unable to execute any such document within fourteen (14) days, Influencer hereby irrevocably designates and appoints shopee or its duly authorized officers and agents to act as Influencer's agents and attorneys - in fact, to act for the benefit of Influencer. Execute and file any and all such documents on behalf of, and perform all other legally permissible acts with the same legal force and effect as if executed or performed by the Influencer. shopee has the exclusive right to use, reproduce, modify, adapt, prepare derivative works, publish, distribute, publicly display, transmit to the public, publicly perform, stream, broadcast, and otherwise exploit in perpetuity, worldwide Influencer Content in its absolute discretion, 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 the equivalent) arising under the laws of any jurisdiction in connection with Influencer Content. If such rights cannot be waived under applicable law, Influencer agrees not to assert such rights against shopee.

5.2 Influencer's Personal Rights. Influencer hereby grants to shopee a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license to use the Personal Rights to promote and market shopee and the related services it provides for the maximum period permitted by applicable law. subordinates from time to time.

5.3 shopeeIP. 

(a) Influencer acknowledges and agrees that: (i) shopee owns shopee for the purposes of these Terms of Service (including any customizations, enhancements, changes or derivative works) and the shopee name, logo and trademarks (collectively, the "shopee IP"); (ii) it shall not at any time acquire any right, title or interest in the shopee IP or any part thereof; and (iii) it shall not at any time seek to register, claim or assert any right, title or interest in the shopee IP or any part thereof.  

(b) shopee hereby grants Influencer a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license during the Term to use the shopee IP Services (including the provision of the Services) only to the extent necessary for Influencer to perform its obligations hereunder, provided that Netflix's use of any shopee logos, trademarks and other branded All use of the Equipment requires the prior written consent of shopee, unless such use is consistent with the Terms of Service or shopee' instructions in these Terms.

6. Who Serves 

6.1 Influencers/agents shall provide the Services to shopee and its affiliates, and references to shopee in these Terms of Service will include shopee' affiliates to the extent they receive the Services, unless the context requires otherwise.

7. Termination 

7.1 Either party may, without prejudice to its other rights and obligations under these Terms of Service, terminate these Terms of Service at any time upon written notice of termination to the other party if. 

(a) the other party commits a material breach of any of its obligations, representations or warranties under these TOS and fails to cure such breach within fourteen (14) days after written notice from the terminating party

(b) The other Party commits a series of breaches that (i) may not be material in and of themselves; (ii) are notified to the other Party; and (iii) are not cured within fourteen (14) days after notice, if such uncured breaches constitute, in the aggregate, a material breach.

(c) the occurrence of an event of insolvency of the other Party; or

7.2 shopee may terminate these Terms of Service or any order, as applicable, at any time without cause by providing only seven (7) days prior written notice to the Affected Person/Agent.

7.3 Termination or expiration of these Terms of Service shall be without prejudice to the rights and liabilities of the parties that may have arisen prior to such expiration or termination, unless waived in writing by the party entitled thereto. 

7.4 Upon termination by shopee pursuant to Section 7.1 or Section 7.2, unless otherwise agreed in writing by the parties, the Influencer/Agent shall promptly refund to shopee any fees paid by shopee under these Terms of Service in the event of a material breach by the Influencer/Agent of these Terms of Service, and the Influencer/Agent has not provided services to the absolute satisfaction of shopee as of the date of termination

7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continuation of, or the termination of, any provision of these Terms of Service that is expressly or impliedly intended to be effective or continue in effect on or after the expiration date (including, without limitation, Sections 5, 7, 9, 10, 11, 12 and 13).