These Influencer Terms of Service - General Terms constitute the general terms of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Organization on the date of agreement and together with the Form constitute an agreement between the parties Target Mall Mobile Malaysia Sdn. Bhd . Bhd. (“Target Mall”) and Influencers/Agencies (as stated in the form).

1. Explain

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

1.2 In these terms of service, the following words will have the meanings assigned 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 that entity, where "control" means having, directly or indirectly, the power to direct or cause the management, management, The direction of operating policies or assets, whether by ownership of more than 50% of the votes or equity securities or assets, or by contract, management agreement, voting trust or otherwise; provided that the term "affiliated company" shall include any variable interest entities, regardless of whether any variable interest entities may or need to be consolidated with such entities under GAAP;

"Applicable Law" means to any person any and all: (a) laws, statutes or regulations, (b) guidelines, standards, rules, requirements, orders and standards issued under any law, statute or regulation, (c ) the rules of any stock exchange or equivalent; (d) applicable data protection laws; (e) any and all governmental authority judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlements an agreement or award, in each case applicable to that person or his business or property;

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

"commercially reasonable efforts" means taking such steps and performing them in circumstances where such steps are taken and performed in a determined, prudent and reasonable manner in the self-interest of a well-managed company;

“Confidential Information Legal and Administrative Information; (b) the existence and terms of these Terms of Service (including any fees paid to the Influencer/Agent and commercial details set out in the form), and any (c) any copies 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) is already in the Receiving Party’s or its (ii) is or becomes part of the public knowledge, except as a result of any act or omission by or on behalf of the receiving party in breach of the confidentiality provisions of these Terms of Service; (iii) by The Receiving Party or its representatives have not obtained such information from third parties who have obtained such information directly or indirectly from the Disclosing Party, subject to any obligation of confidentiality; ;

"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 substantial part of that person's assets or business; (ii) the passing of a resolution to wind up (for any (except for the purpose of a solvency merger or reorganization or a winding-up in connection therewith) or the court that made the order or the court that made the order for administration (or any equivalent order in any jurisdiction); (iii) with the person’s creditors any combination or arrangement (other than in connection with a solvency reorganization); (iv) ceases to carry on business; (v) fails to pay such person's debts as they fall due in the ordinary course of business; (vi) causes or is subject to any event, Subject to applicable law,

"Influencer Content" means all content created and provided by an Influencer pursuant to these Terms of Service, including without limitation all intellectual property rights owned by an Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other work created by the Influencer and made available under these Terms of Service;

"Individual Rights" means any and all rights under applicable law to 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 , 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 business 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 applications of the same, 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 remedy 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. Deadline

2.1 These Terms of Service apply to the Influencer/Agency as of the date of agreement (as stated in the form) and in the event of early termination in accordance with the terms of these Terms of Service, will survive the initial term (as stated in the form) in the table). After the expiration of the Initial Term or any then-current Renewal Term (as the case may be), Target Mall may renew the Initial Term for such period as Target Mall may determine in writing to the Influencer/Agency (“Renewal Term”). 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 (“Services”) independently to Target Mall in accordance with these Terms of Service and as required by Target Mall during the Term and shall be considered from time to time (in reasonable discretion , utilizing its technology and expertise) feedback from Target Mall. The Services shall include other tasks, services, functions, activities and obligations not specified in these Terms of Service but reasonably required (in the reasonable discretion of the Influencer/Agency, after consultation with the Target Mall) to utilize its technology and expertise The Influencer/Agency's performance of the Services; and shall: (X) At least achieve the same degree of accuracy, completeness and quality as provided by, and with the same degree of care, skill and diligence as used by , influencers and other social media personalities similar in status to influencers; (Y) in accordance with applicable law.

3.2 From time to time, Target Mall may place an order in writing with the Influencer/Agency for additional services, as determined by Target Mall (“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. In the event of: (i) a conflict between the Form and these Terms of Service (collectively, the "Master Terms"); (ii) any Order, such conflict will be resolved by taking precedence over the Master Terms, unless expressly stated otherwise in the Order.

3.4 The influencer/agent shall acknowledge receipt of each order to Target Mall within two (2) business days of receipt of the order, after which the influencer/agent shall be deemed to have accepted the order.

3.5 Target Mall reserves the right to modify, change or terminate the order immediately by notifying the influencer/agent in writing before the influencer/agent delivers the services to Target Mall pursuant to the order.

3.6 In providing services, Influencers and Agencies shall cause Influencers to:

(a) carry out the activities specified in the form and/or order form (as applicable) (including creating and providing Influencer Content);

(b) produce original, well-written and edited Influencer Content of at least the same overall quality as the Influencer's original content published before Target Mall became an Influencer;

(c) independently produce Influencer Content, provided that it shall take into account (using its technology and expertise in its reasonable discretion) any feedback and/or requests (including creative briefs) provided by Target Mall from time to time;

(d) (if applicable) Attend an event hosted, promoted or supported by Target Mall (“Corporate Event”), subject to an invitation submitted in advance by Target Mall at least five (5) days from the date the Corporate Event begins. Influencers are also expected to respond within forty-eight (48) hours of receiving an invitation from Target Mall;

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

(f) not to post, authorize or otherwise make any statement or representation or other communication (whether through a social media platform, or on during the live broadcast), services, officers, directors, employees or shareholders (“Corporate Entities”);

(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 based on race, sex, religion, ), nationality, disability, sexual orientation or age); and (ii) content related to illicit tobacco; counterfeiting or infringing intellectual property rights; illegal drugs, drugs or supplements; gambling or lotteries, money lending businesses or pornography); and Post Influencer Content and any other material referencing or relating to a Company Entity; and

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

3.7 Target Mall has the right to:

(a) review and approve all Influencer Content or any other public announcement or content posted by an Influencer in connection with these Terms of Service prior to posting or posting; and

(b) request that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including where such Influencer Content violates any of Target Mall's requirements from time to time).

4. Fees; Invoices; Taxes

4.1 Fees.

(a) In consideration for the Services provided by the Influencer, Target Mall shall pay the Influencer a fee calculated on the form and/or order (as applicable) (“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 as a result of receipt of the Services by Target Mall; (ii) ) it shall be solely responsible for any costs of supplying materials, tools and equipment necessary to perform the Services (including any loss or damage as described above).

(c) The Influencer acknowledges and agrees that Target Mall's records are the sole, conclusive and conclusive evidence of the Influencer's performance under these Terms of Service, and any and all fees payable, and are legally binding on the Influencer for all purposes in connection with these Terms. Binding Services.

4.2 Payment.

(a) cgwlcms shall pay the Influencer the undisputed fee pursuant to the form and/or order (if applicable), but may refuse to pay the fee disputed by Target Mall in good faith (or, if the disputed fee has already been paid, Target Mall may from withhold an equivalent amount from future payments), including disputes relating to invoice errors or amounts already paid.

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

(c) The parties acknowledge and agree that Target Mall shall have the right to set off and use any amounts owed by Target Mall and/or its Affiliates under these Terms of Service to or owed to the Influencer and/or its Affiliates (as applicable) in accordance with These Terms of Service or any other transaction, agreement, contract or debit, including but not limited to debts of any amount, shall be due to Target Mall and/or its affiliates (as applicable), arrears of or claims against, pending claims, demands, losses or damages.

4.3 Taxation.

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

(b) All fees and other payments payable under these Terms of Service are inclusive of taxes. To the extent required or permitted by applicable law, cgwlcms may deduct any applicable taxes by reverse charge or similar mechanism. cgwlcms shall promptly remit any tax withheld to the relevant government agency and shall provide the Influencer with documentary evidence of such remittance acceptable to the Influencer.

(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 taxing jurisdiction. Notwithstanding anything else in these Terms of Service, if Target Mall has any withholding obligation for any payments due under these Terms of Service, such payments are deemed to be inclusive of all taxes and Target Mall is entitled to recover from such Withholding and withholding. Pay any taxes that are required to be withheld and withheld in making such payments under any provisions of applicable law. To the extent amounts so withheld and withheld pursuant to these Terms, such withholding amounts shall, for all purposes of these Terms of Service, be deemed paid to the authority making such deductions and withholdings, and Target Mall has not A further obligation to pay the equivalent of such withholding amounts, or any portion thereof, to the Influencer. Upon receipt of such receipt, Target Mall will provide the Influencer with a copy of the receipt or other government certification evidencing all taxes withheld from such payment. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements in order to minimize the amount of withholding tax imposed, if any. Without prejudice to the generality of the foregoing,

5. Intellectual property rights

5.1 Influencer Content Rights. Influencer acknowledges and agrees that Influencer Content was created by Influencer as a work produced in accordance with applicable law and that any and all right, title and interest, including all intellectual property rights, in Influencer Content is exclusively owned by cgwlcms . To the extent that any right, title or interest in the Influencer Content does not belong to Target Mall as a work for hire, the Influencer hereby unconditionally and irrevocably assigns to Target Mall all such rights, title and interest worldwide. At the request of Target Mall at any time, the Influencer shall sign any document in a form acceptable to Target Mall to give full effect to cgwlcms' ownership of the aforementioned Influencer Content. If, at any time, at the request of Target Mall, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably designates and appoints Target Mall or its duly authorized officers and Agents act as attorneys and attorneys for the influencer – in effect, acting on the influencer’s behalf. Executing and filing any and all such documents on behalf of, and performing all other legally permissible acts, have the same legal force and effect as executed or performed by the Influencer. Target Mall owns the exclusive, worldwide, perpetual 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 Discretionary 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. Influencers agree not to assert such rights against Target Mall if such rights cannot be waived under applicable law.

5.2 Influencer Personal Rights. Influencer hereby grants to Target Mall a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license to use personal rights to promote and market Target Mall and the Related Services. Subordinates from time to time.

5.3 Target Mall IP.

(a) Influencer acknowledges and agrees that: (i) Target Mall owns the Target Mall terms of service (including any customizations, enhancements, changes or derivatives) and the Target Mall name, logo and trademarks (collectively "Target Mall IP"); (ii) at no time shall it acquire any right, title or interest in the Target Mall Intellectual Property or any portion thereof; (iii) it shall not at any time seek to register, claim or assert any right in the cgwlcms Intellectual Property or any portion thereof , title or interest.

(b) Target Mall hereby grants to Influencer during the Term a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license to use the Target MallIP Services only to the extent necessary for Influencer to perform its obligations under these Terms (including the provision of services), provided that all use of any cgwlcms logos, trademarks and other branding equipment by Influencers requires the prior written consent of Target Mall, unless such use is in accordance with the terms of these Terms of Service or as described by Target Mall.

6. Service object

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

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) notify the other party; and (iii) are not cured within fourteen (14) days of notification, if these the uncured breach constitutes a material breach in its entirety;

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

7.3 The termination or expiration of these Terms of Service shall not prejudice the rights and responsibilities of both parties that may have arisen prior to such expiration or termination, unless the party enjoying such rights waives it in writing.

7.4 After the termination of Target Mall in accordance with Article 7.1 or Article 7.2, unless otherwise agreed in writing by both parties, the influencer/agent shall immediately refund any fees paid by Target Mall in accordance with these Terms of Service when the influencer/agent materially breaches this Terms of Service and at the termination date, the influencer/agency did not provide services to the absolute satisfaction of Target Mall

7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continued validity of any clauses in these Terms of Service expressly or impliedly intended to take effect or continue to be effective on or after the expiration or termination (including but not limited to Articles 5, 7, 9, 10, 11, 12 and 13).

Support Policy Page

Quick Links

My Account

Be A Seller

Payment

FOLLOW US

APP DOWNLOAD