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Influencer Service Terms – General Terms

These Influencer Service Terms – General Terms constitute the general terms of the Influencer Service Terms Form ("Form") accepted by the Influencer/Agency on the Agreement Date, and together with the Form, constitute the agreement between Weiland Mobile Malaysia Sdn. Bhd. ("Weiland") and the Influencer/Agency (as set out in the Form).

1. Interpretation

1.1 Unless otherwise defined, capitalized words used in these Service Terms shall have the meanings given to them in the Form.

1.2 In these Service Terms, the following words will have the meanings given to them by this clause, unless inconsistent with the context:

Affiliate means, in respect of 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 direction of the management, operating policies, or assets of such entity, whether through the ownership of more than fifty percent (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, whether or not such variable interest entity would or could be consolidated with the entity in accordance with generally accepted accounting principles;

Applicable Laws means, for any person, any and all: (a) laws, decrees, or regulations, (b) guidelines, standards, rules, requirements, orders, and standards issued pursuant to any law, decree, or regulation, (c) rules of any stock exchange or equivalent body; (d) applicable data protection laws; (e) judgments, orders, writs, injunctions, authorizations, awards, decisions, injunctions, decrees, assessments, settlement agreements, or rulings of any and 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 Malaysia;

Commercially Reasonable Efforts means the taking of such steps and performance in such a manner as would be taken or performed by a well-managed company acting in a determined, prudent, and reasonable manner for its own interests to achieve a particular result;

Confidential Information means: (a) all information (whether in written, oral, electronic, or any other form) disclosed by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party") or its Representatives, or otherwise obtained by the Receiving Party or its Representatives, which relates to the Disclosing Party or its Affiliates, or their respective businesses, operations, finances, technology, technical information, trade secrets, know-how, research, product plans, products, services, suppliers, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, financial, legal, or administrative information; (b) the existence and terms of these Service Terms (including any fees paid to the Influencer/Agency and the commercial details set out in the Form), and the Disclosing Party's position in any dispute relating to these Service Terms; (c) any copy of the 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) was already in the possession of the Receiving Party or its Representatives prior to disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of the public knowledge, other than as a result of any act or omission of the Receiving Party or its Representatives in breach of the confidentiality provisions of these Service Terms; (iii) is obtained by the Receiving Party or its Representatives from a third party who did not acquire such information, directly or indirectly, from the Disclosing Party, subject to any confidentiality obligations; (iv) is independently developed by the Receiving Party or its Representatives without use of or reference to the Disclosing Party's Confidential Information;

Insolvency Event means, in relation to a person, any of the following events: (i) a receiver or similar officer is appointed to administer all or a material part of the assets or business of that person; (ii) a resolution is passed for its winding-up (except for a winding-up for the purpose of or in connection with any solvent amalgamation or reorganization) or a court makes an order for its winding-up or makes an order for its administration (or any equivalent order in any jurisdiction); (iii) any composition or arrangement is made with its creditors (other than in connection with a solvent restructuring); (iv) it ceases to carry on business; (v) it is unable to pay its debts as they fall due in the ordinary course of business; (vi) any event occurs with respect to that person which, under Applicable Laws, has an analogous effect to any of the events described in (i) to (v) above;

Influencer Content means all content created and provided by the Influencer under these Service Terms, including but not limited to all intellectual property owned by the Influencer, such as text, images, photos, illustrations, drawings, animations, songs, audio, video, and any other works created by the Influencer and provided under these Service Terms;

Personal Rights means any and all rights protecting the Influencer's name, pseudonym, voice, likeness, image, portrayal, biography, character, persona, and all other aspects of his or her publicity, privacy, or personality rights pursuant to Applicable Laws, and all intellectual property rights associated with or incidental to any of the foregoing;

Intellectual Property means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade names 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 interests, privileges, rights 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; and

Representatives means a party's Affiliates (where applicable), and its and its Affiliates' respective officers, directors, employees, consultants, agents, and subcontractors.

2. Term

2.1 These Service Terms apply to the Influencer/Agency from the Agreement Date (as stated in the Form) and, unless terminated earlier in accordance with the terms of these Service Terms, shall continue in force for the Initial Term (as stated in the Form). Upon the expiry of the Initial Term or any then-current renewal term (as the case may be), Weiland may renew the Initial Term for a period determined by Weiland in writing to the Influencer/Agency ("Renewal Term"). The Initial Term and Renewal Term(s) (if applicable) shall be collectively 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 ("Services") to Weiland during the Term in accordance with these Service Terms and Weiland's requirements, independently and shall from time to time consider (exercising its reasonable discretion, utilizing its skill and expertise) feedback from Weiland. The Services shall include such other tasks, services, functions, activities, and obligations not specified in these Service Terms but reasonably required (exercising the Influencer/Agency's reasonable discretion, utilizing its skill and expertise, after consultation with Weiland) for the Influencer/Agency's performance of the Services; and shall: (X) be performed to at least the same degree of accuracy, completeness, and quality, and with the same degree of care, skill, and diligence as provided by the Influencer and other social media personalities of similar standing to the Influencer; and (Y) comply with Applicable Laws.

3.2 Weiland may from time to time issue written orders to the Influencer/Agency for additional services, as determined by Weiland ("Orders").

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

3.4 The Influencer/Agency shall acknowledge receipt of each Order to Weiland within two (2) Business Days of receiving the Order, after which, the Influencer/Agency shall be deemed to have accepted the Order.

3.5 Prior to the delivery of the Services by the Influencer/Agency to Weiland pursuant to an Order, Weiland shall have the right to amend, alter, or terminate the Order immediately by written notice to the Influencer/Agency.

3.6 In performing the Services, the Influencer shall, and the Agency shall procure that the Influencer shall:

(a) Carry out the activities (including creating and providing Influencer Content) specified in the Form and/or Order (as applicable);

(b) Produce original, well-produced, and edited Influencer Content, the overall quality of which is at least equivalent to the Influencer's original content posted prior to the Influencer's engagement with Weiland;

(c) Produce the Influencer Content independently, provided that it shall consider (exercising its reasonable discretion, utilizing its skill and expertise) any feedback and/or requirements (including creative briefs) provided by Weiland from time to time;

(d) (If applicable) attend events hosted, promoted, or supported by Weiland ("Company Events"), subject to a prior invitation from Weiland provided at least five (5) days before the start date of the Company Event. The Influencer shall also respond within forty-eight (48) hours of receiving the invitation from Weiland;

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

(f) Refrain from publishing, authorizing, or otherwise making any statement or representation or other communication (whether through social media platforms, or during live streams) that is defamatory, disparaging, derogatory, or otherwise damaging to Weiland or its Affiliates or their respective products, services, management, directors, employees, or shareholders (the "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 material, (including content promoting bigotry, racism, or 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; illegal drugs, narcotics, or supplements; gambling or lotteries, money lending businesses, or pornography) when creating and publishing Influencer Content and any other materials referencing or related to the Company Entities; and

(h) Not subcontract or delegate any of its obligations under these Service Terms to a third party without the prior written approval of Weiland.

3.7 Weiland shall have the right to:

(a) Review and approve all Influencer Content or any other public announcements or content published by the Influencer relating to these Service Terms prior to its publication or posting; and

(b) Require the removal, takedown, restriction, or otherwise deletion from public circulation of any Influencer Content (including in circumstances where such Influencer Content from time to time contravenes any of Weiland's requirements).

4. Fees; Invoicing; Tax

4.1 Fees.

(a) As consideration for the Influencer providing the Services, Weiland shall pay the Influencer the fees calculated in accordance with the Form and/or Order (as applicable) ("Fees").

(b) The Influencer acknowledges and agrees that: (i) no other fees, royalties, payments, amounts, charges, or consideration shall be payable to the Influencer or any third party other than the Fees for Weiland's receipt of the Services; (ii) it shall be solely responsible for any costs of the materials, tools, and equipment required to provide the Services (including any loss or damage to any of the foregoing).

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

4.2 Payment.

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

(b) Payment of Fees shall be made via wire transfer to the Influencer's bank account (as detailed in the Form). For the avoidance of doubt, the Influencer shall ensure that the Influencer's bank account details are accurate and valid for Weiland to pay the Fees to the Influencer. Should any bank-related penalties arise due to inaccurate and/or invalid bank account information of the Influencer, such penalties shall be borne solely by the Influencer.

(c) The parties acknowledge and agree that Weiland shall have the right to set off and apply any amount payable or owing by Weiland and/or its Affiliates to the Influencer and/or its Affiliates (if applicable) under these Service Terms against any amount owing, due, or claimed by the Influencer and/or its Affiliates to Weiland and/or its Affiliates (if applicable) under these Service Terms or any other transaction, agreement, contract, or debit note, including but not limited to any amount of debt, matured obligations, pending claims, demands, losses, or damages.

4.3 Taxes.

(a) For the purposes of these Service Terms, "Taxes" means any tax, including but not limited to service tax, excise duty, value-added tax, goods and services tax, sales tax and any similar local sales taxes, withholding tax, indirect tax, personal income tax, or corporate income tax.

(b) All Fees and other sums payable under these Service Terms are inclusive of Taxes. To the extent required or permitted by Applicable Laws, Weiland may deduct any applicable Taxes by way of a reverse charge or similar mechanism. Weiland shall promptly remit any deducted Taxes to the relevant government authority and shall provide the Influencer with written evidence of such remittance acceptable to the Influencer.

(c) Each party shall be responsible for paying Taxes arising from these Service Terms on its own account as required by the Applicable Laws of the relevant tax jurisdiction. Notwithstanding anything else contained in these Service Terms, if Weiland has any withholding obligation regarding any payment due under these Service Terms, such payment is deemed to include all Taxes, and Weiland shall be entitled to deduct and withhold from such payment any Taxes required to be deducted and withheld under the provisions of any Applicable Law in making such payment. To the extent that amounts are so withheld and deducted pursuant to this clause, such withheld amount shall be treated as paid to the authority making such deduction and withholding for all purposes of these Service Terms, and Weiland shall have no further obligation to pay the equivalent of such withheld amount or any part thereof to the Influencer. Weiland will provide the Influencer with a copy of the receipt or other government-certified proof evidencing all Taxes withheld from such payment promptly upon receipt of such receipt. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withholding tax levied, if any. Without prejudice to the generality of the foregoing.

5. Intellectual Property

5.1 Influencer Content Rights. The Influencer acknowledges and agrees that the Influencer Content is created by the Influencer as a work made for hire under Applicable Laws, and that any and all rights, title, and interest in the Influencer Content, including all Intellectual Property, are exclusively owned by Weiland. If any rights, title, or interest in the Influencer Content does not vest in Weiland as a work made for hire, the Influencer hereby unconditionally and irrevocably assigns all such rights, title, and interest worldwide to Weiland in perpetuity. At any time upon Weiland's request, the Influencer shall sign any documents in a form acceptable to Weiland to give full effect to Weiland's ownership of the foregoing Influencer Content. If, at any time, upon Weiland's request, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably designates and appoints Weiland or its duly authorized officers and agents as the Influencer's agent and attorney-in-fact to act for and on behalf of the Influencer to execute and file any and all such documents and to do all other lawfully permitted acts with the same legal force and effect as if executed by the Influencer. Weiland shall have the exclusive right to use, reproduce, modify, adapt, create derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast, and otherwise exploit the Influencer Content worldwide in perpetuity, in its absolute discretion, without payment of any royalty, accounting, or other sum to the Influencer or any third party. To the extent permitted by Applicable Laws, the 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 in relation to the Influencer Content. If such rights cannot be waived under Applicable Laws, the Influencer agrees not to assert such rights against Weiland.

5.2 Influencer Personal Rights. The Influencer hereby grants to Weiland a non-exclusive, worldwide, irrevocable, transferable, sub-licensable, royalty-free license for the maximum period permitted by Applicable Laws to use the Personal Rights to promote and market Weiland and its related services offered from time to time.

5.3 Weiland IP.

(a) The Influencer acknowledges and agrees that: (i) Weiland owns the intellectual property in and to the materials provided by Weiland for the purpose of these Service Terms (including any customizations, enhancements, alterations, or derivatives) and the Weiland name, logos, and trademarks (collectively, the "Weiland IP"); (ii) it shall not acquire any rights, title, or interest in or to the Weiland IP or any part thereof at any time; (iii) it shall not seek to register, claim, or assert any rights, title, or interest in or to the Weiland IP or any part thereof at any time.

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

6. Service Recipient

6.1 The Influencer/Agency shall provide the Services to Weiland and its Affiliates, and in these Service Terms, unless the context otherwise requires, references to Weiland shall include Weiland's Affiliates to the extent that they receive the Services.

7. Termination

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

(a) The other party commits a material breach of any of its obligations, representations, or warranties under these Service Terms and fails to remedy that breach within fourteen (14) days of written notice from the terminating party;

(b) The other party commits a series of breaches which: (i) may not individually be material; (ii) are notified to the other party; (iii) are not remedied within fourteen (14) days of notice, if such unremedied breaches collectively constitute a material breach;

(c) An Insolvency Event occurs in relation to the other party; or

7.2 Weiland may terminate these Service Terms or any Order (as applicable) for any reason at any time by providing the Influencer/Agency with seven (7) days' prior written notice.

7.3 The termination or expiry of these Service Terms shall not prejudice the rights and liabilities of the parties that may have accrued prior to such expiry or termination, unless waived in writing by the party entitled to the benefit thereof.

7.4 Upon termination by Weiland pursuant to Clause 7.1 or 7.2, unless otherwise agreed in writing by the parties, the Influencer/Agency shall immediately refund Weiland any Fees paid under these Service Terms in respect of Services not rendered to Weiland's absolute satisfaction at the date of termination in the event of the Influencer/Agency's material breach of these Service Terms.

7.5 The expiry or termination of these Service Terms shall not affect the coming into force or continuation of any provision of these Service Terms which is expressly or by implication intended to come into force or continue on or after such expiry or termination (including but not limited to Clauses 5, 7, 9, 10, 11, 12, and 13).