These Influencer Terms of Service – General Terms constitute the general terms of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency on the date of this Agreement and together with the Form constitute the agreement between FRUUGO Mobile Malaysia Sdn. Bhd. Bhd. (“FRUUGO”) 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 meanings assigned in the forms.

1.2 In these Terms of Service, the following terms shall have the meanings assigned to them by these Terms, unless the context is inconsistent:

"Affiliate" means, in relation to an entity, any entity that controls, is controlled by, or is jointly controlled with that entity, where "control" means having the power, directly or indirectly, to direct or cause the direction of the entity's management, operating policies, or assets, whether through ownership of more than 50% of voting or equity securities or assets, or through contracts, management agreements, voting trusts, or other means; provided that the term "affiliate" should include any variable interest entity, regardless of whether any variable interest entity may or needs to be merged with that entity in accordance with generally accepted accounting principles.

"Applicable law" for any person means any and all: (a) laws, statutes or regulations; (b) guidelines, standards, rules, requirements, orders and standards issued under any law, statute or regulation; (c) rules of any stock exchange or equivalent institution; (d) applicable data protection laws; and (e) judgments, orders, writs, directives, authorizations, awards, decisions, injunctions, decrees, assessments, settlement agreements or rulings of any and all governmental authorities, in each case applicable to that person or their business or property.

"Working day" refers to any day in the UK other than Saturday, Sunday, or public holidays;

"Commercially reasonable effort" refers to the steps and methods taken by a well-managed company in a firm, prudent and reasonable manner to achieve a specific result in its own interest.

"Confidential information includes legal and administrative information; (b) the existence and terms of these Terms of Service (including any fees paid to influencers/agents and the business details listed in the forms), and the position of the disclosing party in any dispute relating to these Terms of Service; (c) any copy of the confidential information and all information created or derived from the confidential information by the receiving party or its representatives, provided that the confidential information does not include: (i) information already in possession of the disclosing party or its representatives at the time of disclosure by the receiving party or its representatives; (ii) information that is or has become part of public knowledge, except as a result of any act or omission by the receiving party or its representatives in breach of the confidentiality provisions of these Terms of Service; (iii) information obtained by the receiving party or its representatives from third parties who have never obtained such information directly or indirectly from the disclosing party, subject to any confidentiality obligations; and (iv) confidential information independently developed by the receiving party or its representatives without using or referencing the disclosing party's information."

"Insolvency event" for a particular person means any of the following events: (i) the appointment of a receiver or similar officer to administer all or substantial part of the person's assets or business; (ii) administration by a resolution or order of winding up (other than winding up for or in connection with any solvency consolidation or reorganization) or by the court that made such order (or any equivalent order in any jurisdiction); (iii) any combination or arrangement with the person's creditors (other than in connection with solvency reorganization); (iv) cessation of business operations; (v) inability to pay the person's debts due in the ordinary course of business; (vi) the person who causes or is subject to any event, under applicable law,

"Influencer Content" refers to all content created and provided by influencers in accordance with these Terms of Service, including but not limited to all intellectual property rights owned by influencers, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by influencers and provided in accordance with these Terms of Service;

"Personal rights" refers to any and all rights under applicable law that protect an influencer's name, pseudonym, voice, image, portrait, biography, personality, role, and all other aspects of his or her publicity, privacy, or personality rights, as well as all intellectual property rights related to or attached to any of the foregoing.

"Intellectual property" means all copyrights, patents, utility models, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade names or business 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 identical applications, whether currently existing or to be created hereafter, anywhere in the world, whether registered or not, and all interests, privileges, rights of action, and the right to seek damages and relief or other remedies for any past, present or future infringement, misappropriation or breach of any of the foregoing rights; and

“Representative” means an affiliate of a party (if applicable), and its officers, directors, employees, advisors, agents and subcontractors.

2. Deadline

2.1 These Terms of Service apply to influencers/agents as of the agreement date (as stated in the table) and will remain in effect for the initial term (as stated in the table) in the event of early termination pursuant to the terms of these Terms of Service. Upon expiry of the initial term or any then-current renewal term (as applicable), FRUUGO may renew the initial term (“Renewal Term”) for a period specified in writing by FRUUGO to the influencer/agent. The initial term and the renewal term (if applicable) shall be collectively referred to as the “Term”.

3. Service

3.1 The Influencer/Agency acknowledges and agrees that it shall provide the services specified in the form (“Services”) independently to FRUUGO for the duration of the terms of service and as required by FRUUGO, and shall from time to time consider (with reasonable discretion, utilizing its technical expertise) FRUUGO’s feedback. The Services shall include other tasks, services, functions, activities and obligations not specified in these Terms of Service but reasonably required (with reasonable discretion, utilizing its technical expertise after consultation) and the services performed by the Influencer/Agency for the Influencer/Agency; and shall: (X) achieve at least the same level of accuracy, completeness and quality as provided by the Influencer and other social media figures of similar status to the Influencer; and (Y) comply with applicable law.

3.2 FRUUGO may from time to time place orders in writing with influencers/agents for additional services, and the orders are determined by FRUUGO (“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. If: (i) there is a conflict between the form and these Terms of Service (collectively, the “Main Terms”); or (ii) any order, such conflict shall be resolved by giving priority to the Main Terms, unless otherwise expressly provided in the order.

3.4 Influencers/agents shall confirm receipt of each order to FRUUGO within two (2) business days of receiving the order, after which the influencer/agent shall be deemed to have accepted the order.

3.5 Lazada has the right to immediately modify, change, or terminate an order by giving written notice to the influencer/agent before the influencer/agent delivers the service to FRUUGO in accordance with the order.

3.6 When providing services, influencers and agencies should urge influencers to:

(a) Conduct the activities specified in the form and/or order (if applicable) (including creating and delivering influencer content);

(b) Produce original, carefully crafted and edited influencer content of at least the same overall quality as the original influencer content published before FRUUGO became an influencer;

(c) Independently produce influencer content, provided that it takes into account (with reasonable discretion, using its technical expertise) any feedback and/or requests (including creative briefs) provided by FRUUGO from time to time.

(d) (where applicable) Participate in an event hosted, promoted, or supported by FRUUGO (“Company Event”), provided that an invitation is submitted by FRUUGO at least five (5) days prior to the commencement of the Company Event. Influencers should also respond within forty-eight (48) hours of receiving an invitation from FRUUGO;

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

(f) No statement or other communication (whether through social media platforms or during live streams) may be published, authorized or otherwise made that defamatory, disparaging, derogatory or otherwise damaging to FRUUGO or its affiliates or their respective products, services, officers, directors, employees or shareholders (“corporation 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 content that promotes bigotry, racism, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeiting or infringing intellectual property rights; illegal drugs, medicines, or supplements; gambling or lotteries; money lending businesses, or pornography) when creating and publishing influencer content and any other material that references or relates to the company entity; and

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

3.7 FRUUGO has the right to:

(a) Review and approve all influencer content or any other public announcements or content published by influencers in connection with these Terms of Service prior to publication; and

(b) Request the removal, relocation, restriction or otherwise removal from public circulation of any influencer content (including situations where such influencer content violates any of FRUUGO’s requirements from time to time).

4. Fees; Invoices; Taxes

4.1 Costs.

(a) As consideration for the services provided by the influencer, FRUUGO shall pay the influencer a fee (“Fee”) calculated in accordance with the form and/or order (if applicable).

(b) Influencer acknowledges and agrees that: (i) it will not pay any other fees, royalties, payments, amounts, charges or consideration to Influencer or any third party in connection with FRUUGO receiving the services, other than the fees; and (ii) it shall be solely responsible for any costs (including any loss or damage to) of the materials, tools and equipment required to provide the services.

(c) The Influencer acknowledges and agrees that FRUUGO’s records are the sole, final and conclusive evidence of the Influencer’s performance under these Terms of Service and of any and all fees payable, and are binding on the Influencer for all purposes relating to these Terms of Service.

4.2 Payment.

(a) FRUUGO shall pay the incontestable fees to the affected party in accordance with the form and/or order (if applicable), but may refuse to pay the fees for any disputes made in good faith by FRUUGO (or, if the disputed fees have already been paid, FRUUGO 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 (see table for details). For the avoidance of doubt, influencers shall ensure that their bank account details are accurate and valid so that Lazada can make payments to them. Any bank-related penalties arising from inaccurate and/or invalid influencer bank account information shall be borne solely by the influencer.

(c) Both parties acknowledge and agree that FRUUGO shall have the right to offset and use any amount payable or owed by FRUUGO and/or its affiliates to Influencer and/or its affiliates (if applicable) under these Terms of Service, including but not limited to any amount of debt, debt, claim, demand, loss or damage that Influencer and/or its affiliates shall have due, owed or claimed against FRUUGO and/or its affiliates (if applicable).

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, 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 include taxes. To the extent required or permitted by applicable law, FRUUGO may deduct any applicable taxes through reverse charges or similar mechanisms. FRUUGO shall promptly remit any deducted taxes to the relevant government agencies and shall provide influencers with written evidence that such remittances are acceptable to them.

(c) Each party shall be solely responsible for paying any taxes arising from these Terms of Service in accordance with the applicable laws of the relevant tax jurisdiction. Notwithstanding any other provision in these Terms of Service, if FRUUGO has any withholding obligation for any amount payable under these Terms of Service, such payment shall be deemed to include all taxes, and FRUUGO shall be entitled to deduct and withhold any taxes required to be deducted and withheld when making such payment in accordance with any applicable law. To the extent that such withholding and deduction is so performed under these Terms, for all purposes of these Terms of Service, such withheld amount shall be deemed to have been paid to the authority that performed such withholding and deduction, and FRUUGO shall have no further obligation to pay an equivalent amount of such withheld amount or any part thereof to the affected party. FRUUGO will provide the affected party with a copy of the receipt or other government certificate immediately upon receipt of such receipt to certify all taxes withheld from such payment. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withheld tax (if any). Without affecting the generality of the foregoing,

5. Intellectual Property

5.1 Influencer Content Rights. Influencer acknowledges and agrees that Influencer Content is created by Influencer as a work produced in accordance with applicable law, and that any and all rights, title and interests in Influencer Content, including all intellectual property rights, are exclusively owned by FRUUGO. If any rights, title or interests in Influencer Content do not belong to FRUUGO as a work produced under employment, Influencer hereby unconditionally and irrevocably transfers all such rights, title and interests worldwide to FRUUGO. At any time at FRUUGO’s request, Influencer shall sign any document in a form acceptable to FRUUGO to bring full effect FRUUGO’s ownership of the aforementioned Influencer Content. If, at any time at FRUUGO’s request, Influencer fails or is unable to execute any such document within fourteen (14) days, Influencer hereby irrevocably appoints and appoints FRUUGO or its duly authorized officers and agents as Influencer’s agents and attorneys—in fact, to act in Influencer’s best interests. FRUUGO represents the execution and archiving of any and all such documents and performs all other legally permissible actions, with the same legal force and effect as any action performed or executed by the influencer. FRUUGO owns the exclusive right, at its absolute discretion, worldwide to use, reproduce, modify, adapt, create derivative works, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast, and otherwise exploit the influencer's content with absolute discretion, without paying any royalties, accounting or other amounts to the influencer or any third party. To the extent permitted by applicable law, the influencer hereby, on its own behalf and that of its employees, contractors and agents, waives all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction relating to the influencer's content. If such rights cannot be waived under applicable law, the influencer agrees not to assert such rights against FRUUGO.

5.2 Influencer's Personal Rights. The influencer hereby grants FRUUGO a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license to use personal rights to promote and market Lazada and its related services, for the longest period permitted by applicable law. (From time to time, subordinates.)

5.3 LazadaIP。

(a) Influencer acknowledges and agrees that: (i) FRUUGO owns FRUUGO for these Terms of Service (including any customization, enhancement, modification or derivative works) and the FRUUGO name, logo and trademarks (collectively, “FRUUGO IP”); (ii) it shall not at any time acquire any rights, title or interest in FRUUGO IP or any part thereof; and (iii) it shall not at any time seek to register, assert or claim any rights, title or interest in FRUUGO IP or any part thereof.

(b) FRUUGO hereby grants Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, and royalty-free license for the duration of this Agreement to use the FRUUGO IP Services (including the provision of services) only to the extent necessary for Influencer to fulfill its obligations under these Terms, provided that any use of any FRUUGO logos, trademarks, and other branded equipment by Influencer requires FRUUGO's prior written consent, unless such use complies with the Terms of Service or FRUUGO's instructions.

6. Service recipients

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

7. Termination

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

(a) The other party has materially breached any of its obligations, representations or warranties under these Terms of Service and has failed to rectify such breach within fourteen (14) days of receiving written notice from the terminating party;

(b) The other party has committed a series of breaches: (i) which may not be material on their own; (ii) notified the other party; and (iii) failed to remedy the breach within fourteen (14) days of receiving the notification, if such unremedied breaches together constitute a material breach.

7.2 FRUUGO may terminate these Terms of Service or any order (if applicable) at any time without cause, provided that it gives the influencer/agent seven (7) days' prior written notice.

7.3 The termination or expiration of these Terms of Service shall not prejudice any rights and liabilities that may arise prior to such expiration or termination, unless the party entitled to such rights waives them in writing.

7.4 Upon termination by FRUUGO pursuant to Clause 7.1 or 7.2, unless otherwise agreed in writing by both parties, the influencer/agent shall immediately refund any fees paid by FRUUGO under these Terms of Service in the event of the influencer/agent's gross breach of these Terms of Service, and on the termination date, the influencer/agent shall have provided services that FRUUGO was absolutely satisfied with.

7.5 The expiration or termination of these Terms of Service shall not affect the validity, continued validity, or termination of any provision of these Terms of Service, whether express or implied, that is intended to take effect or remain in effect upon expiration or thereafter (including, but not limited to, Clauses 5, 7, 9, 10, 11, 12 and 13).

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