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These terms of service for influencers-general terms constitute the general terms of the terms of service for influencers accepted by the influencers/institutions on the agreed date (the "form"), and together with the form, constitute the agreement between the two parties Metro AG Mobile Malaysia sdn.bhd.bhd. ("Metro AG") and the influencers/agencies (as described in the form).

Step 1 explain

1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meanings given in the table.

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

"Affiliate" refers to any entity that controls, is controlled by or is jointly controlled by the entity, where "control" refers to the management, operating policies or direction of assets of the entity that directly or indirectly has the power to direct or cause the entity, whether through ownership of voting or equity securities or assets exceeding 50%, or through contracts, management agreements, voting trusts or other channels; Provided that the term "affiliated company" shall include any variable interest entity, regardless of whether it is possible or necessary for any variable interest entity to merge with the entity according to generally accepted accounting principles;

"Applicable law" refers to any and all: (a) laws, decrees or regulations, (b) guidelines, standards, rules, requirements, orders and standards issued according to any laws, decrees or regulations, and (c) rules of any stock exchange or equivalent institution; (d) Applicable data protection laws; (e) Any and all judgments, orders, writs, instructions, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements or rulings of government authorities are applicable to the person or his business or property in each case;

"Working Day" means any day other than Saturday, Sunday or public holiday in Malaysia;

"Commercially reasonable efforts" refers to taking such steps and implementing the pipeline when a well-managed company achieves specific results for its own benefit through firm, prudent and reasonable channels;

"Confidential information, legal and administrative information; (b) The existence and terms of the Terms of Service (including any fees paid to the influencer/agent and the commercial details listed in the form), and the position service of the disclosing party in any dispute related to the Terms of Service; (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 the following information: (i) it was in the possession of the Disclosing Party or its representative at the time of disclosure; (ii) is or becomes part of public knowledge, except the result of any act or omission of the receiving party or its representative in violation of the confidentiality provisions of these Terms of Service; (iii) obtained by the receiving party or its representative from a third-party company that has never obtained such information directly or indirectly from the disclosing party, subject to any confidentiality obligation; (iv) independently developed by the receiving party or its representative, without using or referring to the confidential information of the disclosing party;

"Bankruptcy event" refers to any of the following events with respect to a specific person: (i) a receiver or similar official is appointed to manage all or a significant part of the assets or business of that person; (ii) adopting a resolution on winding-up (other than winding-up for the purpose of or in connection with any solvency merger or reorganization) or the court making the order or the court making the order for administration (or any equivalent order in any jurisdiction); (iii) enter into any combination or arrangement with the creditors of that person (except in connection with solvency restructuring); (iv) cease to carry on business; (v) unable to pay the debts due by the person in the ordinary course of business; (vi) The person who caused or was subject to any event, according to applicable laws,

"Influencer Content" refers to all content created and provided by the influencer according to the terms of service, including but not limited to all intellectual property rights owned by the influencer, such as words, images, photos, illustrations, drawings, animations, songs, audio, videos and any other works created by the influencer and provided according to the terms of service;

"Personal rights" refers to any and all rights to protect the name, pseudonym, voice, portrait, image, portrait, biography, personality, role and all other aspects of his or her publicity, privacy or personality rights according to applicable laws, as well as all intellectual property rights related to or incidental to any of the above;

"Intellectual property" refers to all copyrights, patents, practical innovations, trademarks and service marks, geographical indications, functional variable names, layout design rights, registered designs, design rights, database rights, trade names or business names, the right to protect trade secrets and confidential information, the right to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all identical applications, whether existing now or created in the future, anywhere in the world. Whether registered or not, and all interests, privileges and litigation rights, recover damages and obtain remedies or other remedies for any past, present or future infringement, misappropriation or violation of any of the above rights; and

"Representatives" refer to the related parties of one party (if applicable), and their respective officers, directors, employees, consultants, agents and subcontractors.

2. Duration

2.1 The Terms of Service are applicable to the influencers/agents on the agreed date (as stated in the table), and will continue to be valid for the initial term (as stated in the table) in case of early termination according to the terms of the Terms of Service. After the expiration of the initial term or any current renewal term (as the case may be), Metro AG may renew the initial term (the "Renewal Term") within the period determined in writing by Metro AG to the influencer/agency. The initial term and the renewal term (if applicable) shall be collectively referred to as the "Term".


3.1 The influencer/institution acknowledges and agrees that it shall provide the services specified in the form ("Services") to Metro AG independently within the time limit according to the terms of service and the needs of Metro AG, and shall consider (at reasonable discretion, using its technology and expertise) the response of Metro AG from time to time. The service shall include other tasks, services, functions, activities and obligations that are not specified in the Terms of Service but are reasonably required (at the reasonable discretion of the influencer/agency, using its scientific and technical expertise after consultation) and Metro AG) for the influencer/agency to perform the service; And should: (x) reach at least the same level of accuracy, completeness and quality provided by the following personnel, and influence the influencer and other social media figures with the same level of care, skill and diligence as those used by the following personnel; (y) In accordance with applicable laws.

3.2 Metro AG may from time to time place written orders with influencers/agents to obtain additional services, and the orders shall be determined by Metro AG ("Orders").

3.3 Each such order shall form a part of these Terms of Service, and the terms of these Terms of Service shall apply to each order. If: (i) there is a conflict between the form and these Terms of Service (collectively referred to as the "Master Terms"); (ii) any order, such conflicts will be resolved by giving priority to the main terms, unless otherwise expressly stipulated in the order.

3.4 The influencer/agent shall confirm the receipt of each order to Metro AG within two (2) working days after receiving 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 Metro AG according to the order, Metro AG has the right to immediately modify, change or terminate the order by notifying the influencer/agent in writing.

3.6 When providing services, the influencer and the agency shall urge the influencer to:

(a) Carry out the activities specified in the form and/or order (if applicable) (including creating and providing influencer content);

(b) Produce original, carefully created and edited influencer content, the overall quality of which is at least the same as that of the original influencer content published before Metro AG became an influencer;

(c) independently produce online celebrity content, provided that it should consider (at its reasonable discretion, using its technology and expertise) any response and/or request (including creative briefing) provided by Metro AG from time to time;

(d) If applicable, participate in activities sponsored, promoted or supported by Metro AG ("Corporate Activities"), provided that Metro AG submits an invitation in advance at least five (5) days from the start date of corporate activities. The influencer shall also reply within forty-eight (48) hours after receiving the invitation from Metro AG;

(e) Ensure that the execution of its services does not involve any attempt to deceive Metro AG or any other person, and that the information provided to Metro AG is not false, inaccurate or misleading;

(f) Do not publish, authorize or make any statements or statements or other communications (whether through social media platforms or during live broadcast), services, managers, directors, employees or shareholders ("corporate entities") that slander, defame, degrade or otherwise damage Metro AG or its affiliates or their respective products;

(g) Ensure that it does not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, libel, abusive or infringing materials, (including content promoting bigotry, racism, discrimination based on race, sex and religion), nationality, disability, sexual orientation or age); And (ii) content related to prohibited tobacco; Counterfeiting or infringing intellectual property rights; Illegal drugs, drugs or supplements; Gambling or lottery, money lending or pornography), create and publish influencer content and any other materials cited or related to corporate entities;

(h) Without the prior written permission of Metro AG, it shall not subcontract or entrust any of its obligations under the terms of service to a third party.

3.7 Metro AG has the right to:

(a) Review and approve all content of influencers or any other public announcement or content related to these Terms of Service published by influencers before publication or release;

(b) Request to delete, move, restrict or otherwise delete any influencer content from the public circulation (including cases where such influencer content violates any requirements of Metro AG from time to time).

4. Fees, invoices and taxes

4.1 expenses.

(a) As consideration for the services provided by online celebrity, Metro AG shall pay online celebrity the fees calculated according to the forms and/or purchase orders (if applicable) (the "fees").

(b)Influencer acknowledges and agrees that: (i) Metro AG will not pay any other fees, royalties, payments, amounts, fees or consideration to Influencer or any third party for receiving the services; (ii) It shall be solely responsible for any expenses (including any loss or damage mentioned above) for providing information, tools and equipment required for providing services.

(c) The influencer acknowledges and agrees that Metro AG's records are the only, final and conclusive evidence of the influencer's performance and any and all fees payable under the terms of service, and are binding on the influencer for all purposes related to the terms of service.

4.2 Payment.

(a)Metro AG shall pay undisputed fees to the influencers according to the forms and/or purchase orders (if applicable), but may refuse to pay the fees disputed by Metro AG in good faith (or, if the disputed fees have been paid, Metro AG may withhold the same amount from future payments), including disputes related to invoice errors or paid amounts.

(b) Payment of fees shall be made by telegraphic transfer to the bank account of the affected person (see the table for details). For the avoidance of doubt, the influencer shall ensure that the details of the bank account of the influencer are accurate and valid, so that Metro AG can pay the fees to the influencer. If any bank-related penalties are caused by inaccurate and/or invalid bank account information of the influencer, such penalties shall be borne by the influencer alone.

(c) Both parties acknowledge and agree that Metro AG has the right to offset any money payable or owed by Metro AG and/or its affiliates to the influencer and/or its affiliates (if applicable) according to the terms of service and use any amount according to the terms of service or any other transaction, agreement, contract or debit note, including but not limited to any amount of debt, and the influencer and/or its affiliates shall make due to Metro AG and/or its affiliates (if applicable).

4.3 Taxation.

(a) For the purpose of these Terms of Service, "tax" means any tax, including but not limited to service tax, consumption tax, value-added tax, goods and services tax, business tax and any similar local sales tax, withholding tax, indirect tax, personal income tax or enterprise income tax.

(b) All fees and other payments payable under these Terms of Service include taxes. To the extent required or permitted by applicable laws, Metro AG may deduct any applicable taxes through reverse charges or similar mechanisms. Metro AG shall remit any deducted taxes to relevant government agencies in a timely manner, and shall provide written evidence of such remittance acceptable to the influencers.

(c) Each party shall be responsible for paying taxes arising from these Terms of Service in accordance with the requirements of applicable laws in relevant tax jurisdictions. Notwithstanding any other provisions in these Terms of Service, if Metro AG has any withholding obligation for any payment payable under these Terms of Service, such payment shall be deemed to have included all taxes, and Metro AG has the right to deduct and withhold from such payment. Pay any taxes that need to be deducted and withheld when making such payments in accordance with any provisions of applicable laws. To the extent of the amount so withheld and deducted in accordance with this clause, such withholding amount shall be deemed to have been paid to the authority that made such deduction and withholding for all purposes of these terms of service, and Metro AG is not further obligated to pay the equivalent amount of such withholding amount or any part thereof to the influencer. Metro AG will provide the influencer with a copy of the receipt or other government certificate immediately after receiving such receipt to prove all taxes withheld from such payment. Both parties shall cooperate and strive to comply with all applicable filing and registration requirements to minimize the amount of withholding tax (if any). Without affecting the generality of the above.

5. Intellectual property rights

5.1 Influencer's content rights. Influencer acknowledges and agrees that Influencer's content was created by Influencer as a work produced in accordance with applicable laws, and that any and all rights, ownership and interests in Influencer's content, including all intellectual property rights, Are exclusively owned by Metro AG. If any right, ownership or interest in the content of the influencer does not belong to Metro AG as an employment work, the influencer hereby unconditionally and irrevocably transfers all such rights, ownership and interest worldwide to Metro AG permanently. At any time, at the request of Metro AG, online celebrity shall sign any file in a form acceptable to Metro AG, so as to make Metro AG's ownership of the aforementioned online celebrity content fully effective. If, at any time, at the request of Metro AG, the influencer fails or is unable to execute any such files within fourteen (14) days, the influencer hereby irrevocably designates and appoints Metro AG or its officially authorized officials and agents as the agents and lawyers of the influencer-in fact, acting in the interests of the influencer. The representative executes and files any and all such files, and performs all other legally permitted acts, which have the same legal effect and effect as those executed or executed by the influencer. Metro AG has the exclusive right to permanently use, copy, modify, adapt, make derivative works, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and use the influencer's content through other channels, without paying any royalties, accounting or other amounts to the influencer or any third party. To the extent permitted by applicable laws, the influencer hereby waives all moral and economic rights (or equivalent rights) related to the content of the influencer under the laws of any jurisdiction on behalf of itself, its employees, contractors and agents. If such rights cannot be waived according to applicable laws, the influencer agrees not to claim such rights from Metro AG.

5.2 Personal rights of the influencer. The influencer hereby grants Metro AG a non-exclusive, global, irrevocable, transferable, sublicensable and royalty-free license within the longest period permitted by applicable laws to use personal rights to promote and market Metro AG and its related services. Subordinate from time to time.

5.3 PawmallIP。

(a)Influencer acknowledges and agrees that: (i)Metro AG owns Metro AG's Terms of Service (including any customized, enhanced, modified or derivative products) and Metro AG's name, logo and trademark (collectively referred to as "Metro AG IP"); (ii) It shall not acquire any right, title or interest in Metro AG intellectual property or any part thereof at any time; (iii) It shall not seek to register, claim or claim any right, title or interest in Metro AG intellectual property or any part thereof at any time.

(b)Metro AG hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license within the term to use Metro AG IP services (including providing services) only to the extent necessary for Influencer to perform its obligations under this clause, provided that all uses of Metro AG's logos, trademarks and other branded equipment by online celebrity require Metro AG's prior written consent, unless such uses conform to the terms of this clause or Metro AG's consent.

6. Service objects

6.1 The influencers/agents shall provide services to Metro AG and its affiliates, and in this Terms of Service, unless the context requires otherwise, references to Metro AG will include the affiliates of Pawmall within the scope of their services.

7. Termination

7.1 Either party may terminate the Terms of Service at any time after sending a written notice of termination to the other party without prejudice to its other rights and obligations under the Terms of Service, if:

(a) The other party seriously violates any of its obligations, representations or warranties under the Terms of Service and fails to correct the breach within fourteen (14) days after the written notice of the terminating party;

(b) The other party commits the following series of breaches: (i) It may not be important in itself; (ii) notify the other party; (iii) it has not been remedied within fourteen (14) days after receiving the notice, if these unrecoverable breaches in general constitute a material breach;

(c) The other party goes bankrupt;

7.2 Metro AG may terminate the Terms of Service or any order (if applicable) at any time without cause, by providing written notice to the influencer/agency seven (7) days in advance.

7.3 The termination or expiration of the Terms of Service shall not damage the rights and responsibilities that may arise between both parties before the expiration or termination, unless the party entitled to such rights waives in writing.

7.4 After the termination of Metro AG in accordance with Article 7.1 or 7.2, unless otherwise agreed in writing by both parties, online celebrity/agent shall immediately refund any fees paid by Metro AG in accordance with the terms of service when online celebrity/agent seriously breaches the contract, and the services not provided by the influencer/agent are absolutely satisfactory to Metro AG on the date of termination.

7.5 The expiration or termination of these Terms of Service shall not affect the entry into force or continued validity of any clauses in these Terms of Service that are expressly or implicitly intended to come into force or remain in force after the expiration or termination (including but not limited to Articles 5, 7, 9, 10, 11, 12 and 13).