Platform Support Policy
The Influencer Service Terms —— General Terms constitute the general terms of the Influencer/Agency's acceptance of the Influencer Service Terms Form ("Form") on the date of agreement, and together with the Form form the agreement between both parties XY Global TH Co., Ltd. (Thailand Sky Technology Co., Ltd.) 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 given to them in this Schedule.
1.2 In these Terms of Service, the following words shall have the meanings given to them in these Terms unless inconsistent with the context:
"Subsidiary" means, in respect of a entity, any entity that controls the entity, is controlled by the entity, or is jointly controlled with the entity, where "control" means having direct or indirect power to direct or cause the management, operating policies, or direction of assets of the entity, whether through ownership of more than 50% of voting rights or equity securities or assets, or through contracts, management agreements, voting trusts, or other means; provided that the term "affiliated company" shall include any variable interest entity, regardless of whether such variable interest entity may or needs to be consolidated with the entity under generally accepted accounting principles;
"Applicable Law" for any person means any and all: (a) laws, decrees, or regulations, (b) guidelines, standards, rules, requirements, orders, and criteria issued pursuant to any law, decree, or regulation, (c) rules of any stock exchange or equivalent institution; (d) applicable data protection laws; (e) judgments, orders, writs, directives, authorizations, rulings, decisions, prohibitions, decrees, assessments, settlement agreements, or awards of any and all government authorities, each applicable to that person or their business or property;
"Working day" means any day other than Saturday, Sunday or public holiday in Malaysia;
"Commercially reasonable efforts" means the steps and manner of execution taken in a well-managed company to achieve specific results for its own benefit in a firm, prudent and reasonable manner;
Confidential Information and Administrative Information; (b) the existence and terms of this Service Agreement (including any fees paid to Influencer/Agent and commercial details listed in the form), as well as the position of the Discloser in any disputes related to these terms; (c) any copies of Confidential Information and all information created or derived by the Recipient or its representatives from Confidential Information, provided that Confidential Information does not include: (i) information already in possession of the Discloser or its representative at the time of disclosure; (ii) information which is or becomes part of public knowledge, except as a result of any act or omission by the Recipient or its representative in violation of the confidentiality provisions of this Service Agreement; (iii) information obtained by the Recipient or its representatives from any third party who has never directly or indirectly obtained such information from the Discloser, subject to any confidentiality obligations; (iv) information independently developed by the Recipient or its representatives without using or referencing the Confidential Information of the Discloser;
"Bankruptcy Event" for a specific individual, refers to any of the following events: (i) an insolvency administrator or similar officer is appointed to manage all or a significant portion of the person's assets or business; (ii) a resolution for liquidation (except for any insolvency proceedings related to a solvency reorganization) or an order made by the court that issued such resolution or order for administration (or any equivalent order in any jurisdiction); (iii) any combination or arrangement with the person's creditors (except for those related to a solvency reorganization); (iv) ceasing operations; (v) being unable to pay debts due in the normal course of business; (vi) a person who causes or is subject to any event, under applicable law,
"Influencer Content" means all content created and provided by the Influencer in accordance with these Terms of Service, 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 by the Influencer in accordance with these Terms of Service;
"Personal rights" means any and all rights of the influencer under applicable law to protect his or her name, pseudonym, voice, portrait, image, biography, character, role and all other aspects of his or her publicity, privacy or personality rights, as well as any property rights associated with or incidental to any of the foregoing;
"Intellectual property" refers to all copyrights, 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, the right to protect trade secrets and confidential information, the right to protect goodwill and reputation, as well as all other similar or corresponding proprietary rights and all identical applications, whether currently existing or to be created in the future, anywhere in the world, whether registered or not, and all interests, privileges, and the right to sue for damages and obtain relief or other remedies for any past, present, or future infringement, misappropriation, or violation of any of the aforementioned rights; and
"Representative" means an affiliate of a party (if applicable) and its respective senior officers, directors, employees, consultants, agents and subcontractors.
2. Term
2.1 This Service Agreement applies to the Influencer/Agent as of the agreement date (as stated in the table) and shall remain valid during the initial term (as stated in the table) if terminated early under the terms of this Service Agreement (as stated in the table). After the initial term or any subsequent renewal term (as applicable) expires, Target Mall may renew the initial term within the period determined in writing by Target Mall to the Influencer/Agent ("Renewal Term"). The initial term and any renewal terms (if applicable) shall be collectively referred to as "Term."
3. SERVICES
3.1 Influencer/institution acknowledges and agrees to independently provide the services specified in the form ("Services") to XY Global TH within the term according to these Terms of Service and at XY Global TH's request, and shall from time to time consider (within its reasonable discretion, using its technology and expertise) XY Global TH's feedback. The Services shall include other tasks, services, functions, activities, and obligations not specified in these Terms of Service but reasonably required (within the reasonable discretion of the Influencer/institution, using its technology and expertise after consultation) for XY Global TH) to facilitate the performance of the Services by the Influencer/institution; and shall: (X) achieve at least the same level of accuracy, completeness, and quality as provided by the following individuals, with the same degree of care, skill, and diligence used by the following individuals, regarding the Influencer and other social media figures with a similar influence status; (Y) in accordance with applicable law.
3.2 XY Global TH may from time to time place orders in writing with the Influencer/Agent for additional services, which shall be determined by XY Global TH ("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 referred to as the "Master Terms"); (ii) any order, such conflict shall be resolved by giving priority to the Master Terms, unless otherwise expressly provided in the order.
3.4 The Influencer/Agent shall confirm receipt of each order to XY Global TH within two (2) working days after receipt of the order, and thereafter the Influencer/Agent shall be deemed to have accepted the order.
3.5 XY Global TH shall have the right to modify, change or terminate the order immediately by written notice to the Influencer/Agent prior to the Influencer/Agent's delivery of services to XY Global TH pursuant to the order.
3.6 In providing the services, the Influencer and the Agency shall facilitate the Influencer to:
(a) Conducting activities as specified in the form and/or order (if applicable) (including creating and providing influencer content);
(b) Create original, carefully crafted and edited influencer content of at least the same overall quality as the original content of an influencer that was posted before becoming an influencer on XY Global TH;
(c) Independently produce Internet celebrity content, provided that it takes into account (within its reasonable discretion) XY Global TH any feedback and/or requests (including creative briefs) provided from time to time;
(d) (if applicable) participate in activities organized, promoted or supported by XY Global TH ("Company Events"), provided that the invitation is submitted by XY Global TH at least five (5) days prior to the commencement of the Company Event. Influencers shall also respond within forty-eight (48) hours of receiving the invitation from XY Global TH;
(e) Ensure that the execution of its services does not involve any attempt to deceive Target Mall or anyone else, and that information provided to Target Mall is not false, inaccurate or misleading;
(f) Shall not publish, authorize or otherwise make any defamatory, disparaging, derogatory or otherwise damaging statements or representations or other communications (whether through social media platforms or during live streaming), services, officers, directors, employees or shareholders ("Corporate Entities") of XY Global TH 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, defamation, abuse, or infringing material, (including promotion of bigotry, racism, discrimination based on race, gender, religion), nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeit or intellectual property infringement; illegal drugs, medications, or supplements; gambling or lotteries, loan services, or pornography) when creating and posting influencer content and any other references or materials related to company entities; and
(h) Without the prior written approval of XY Global TH, it shall not subcontract or delegate any of its obligations under these Terms of Service to a third party.
3.7 XY Global TH Rights:
(A) Review and approve all influencer content or any other public announcements or content related to the terms of service that an influencer publishes prior to, or at the time of, its release; and
(b) Request to delete, move, restrict or otherwise remove any influencer content from public circulation (including the case where such influencer content violates any requirements of XY Global TH from time to time).
4. Expenses; invoices; taxes
4.1 Costs.
(A) In consideration for the services provided by the Internet celebrity, XY Global TH shall pay to the Internet Celebrity a fee ("Fee") calculated according to the table and/or order (if applicable).
(b) Influencer acknowledges and agrees: (i) that, in addition to the fees, it will not pay any other fees, royalties, payments, amounts, charges, or consideration to Influencer or any third party for services received from XY Global TH; (ii) it shall be solely responsible for any costs (including any loss or damage mentioned above) of materials, tools, and equipment required to provide the services.
(c) The Influencer acknowledges and agrees that the Records of XY Global TH are the sole, final and conclusive evidence of the Influencer's performance under these Terms and any and all fees payable thereunder, and are binding on the Influencer for all purposes related to these Terms.
4.2 Payment.
(A) cgwlcms shall pay the Influencer an undisputed fee based on the table and/or order (if applicable), but may refuse to pay XY Global TH for a good faith dispute (or, if the disputed amount has been paid, XY Global TH may withhold an equivalent amount from future payments), including disputes related to incorrect invoices or amounts already paid.
(b) Payments should be made via telegraphic transfer to the influencer's bank account (see table). To avoid any confusion, the influencer should ensure that the details of their bank account are accurate and valid so that cgwlcms can make payments to the influencer. If any penalties related to the bank account information being inaccurate or invalid result in any issues, such penalties shall be borne solely by the influencer.
(c) Both parties acknowledge and agree that XY Global TH has the right to offset and use any amounts payable or owed by XY Global TH and/or its affiliates under this Service Agreement against any amounts due from Influencer and/or its affiliates (if applicable), including but not limited to any amounts of debt, whether current, outstanding, or claimed, pending claims, demands, losses, or damages owed by Influencer and/or its affiliates to XY Global TH 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 amounts payable under these terms of service include taxes. To the extent required or permitted by applicable law, cgwlcms may deduct any applicable taxes through reverse charging or similar mechanisms. cgwlcms shall promptly remit any such deducted taxes to the relevant government authorities and provide written evidence that such remittances are acceptable to the affected party.
(c) Each party shall be responsible for paying taxes arising from this Service Agreement in accordance with the applicable laws of the relevant tax jurisdiction. Despite any other provisions in this Service Agreement, if XY Global TH has any withholding obligations with respect to any amounts payable under this Service Agreement, such payments shall be deemed to have included all taxes, and Target Mall is entitled to deduct and withhold such taxes from such amounts. Any taxes required to be deducted and withheld when making such payments in accordance with applicable law. Within the limits of such amounts withheld and deducted under these terms, such withheld amounts shall be deemed paid to the authorities conducting such deductions and withholdings for all purposes of this Service Agreement, and XY Global TH has no further obligation to pay an equivalent amount or any part thereof to the affected party. XY Global TH will immediately provide copies of such receipts or other government certificates upon receipt to the affected party to verify all taxes withheld from such payments. Both parties should cooperate and make efforts to comply with all applicable filing and registration requirements to minimize the amount of withholding taxes levied (if any). In addition to the above general provisions,
5. Intellectual property rights
5.1 Influencer Content Rights. Influencer acknowledges and agrees that the Influencer content is created by Influencer as a work made for hire under applicable law, and that all rights, ownership, and interests in the Influencer content, including all intellectual property rights, are exclusively owned by cgwlcms. If any rights, ownership, or interests in the influencer content do not belong to XY Global TH as a work made for hire, the influencer hereby unconditionally and irrevocably assigns all such rights, ownership, and interests worldwide to XY Global TH. At any time at XY Global TH's request, the influencer shall execute any documents in a form acceptable to XY Global TH so that cgwlcms's ownership of the aforementioned influencer content is fully effective. If, at any time, the influencer fails or is unable to execute any such documents within fourteen (14) days upon XY Global TH's request, the influencer hereby irrevocably appoints and appoints XY Global TH or its duly authorized officers and agents as the influencer's agent and attorney ——, who shall act in fact on behalf of the influencer for the benefit of the influencer. To execute and file any and all such documents and perform all other lawful acts with the same legal effect and impact as if performed by the influencer. XY Global TH has the absolute discretion to use, reproduce, modify, adapt, create derivative works, publish, distribute, publicly display, communicate to the public, perform publicly, stream, broadcast, and otherwise utilize content owned by influencers on a global scale without paying any royalties or accounting fees to the influencer or any third party. Within the limits of applicable law, influencers hereby waive all moral and economic rights (or equivalent rights) related to influencer content under the laws of any jurisdiction on behalf of themselves and their employees, contractors, and agents. If such rights cannot be waived under applicable law, influencers agree not to assert these rights against Target Mall.
5.2 Influencer's Personal Rights. The Influencer hereby grants XY Global TH a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license to use the personal rights for promoting and marketing XY Global TH and its related services, including occasional subordinates.
5.3 XY Global TH IP.
(A) Influencer acknowledges and agrees: (i) XY Global TH owns XY Global TH for this Service Agreement (including any customization, enhancement, modification, or derivative products) and the name, logo, and trademarks of XY Global TH (collectively referred to as the "XY Global TH IP"); (ii) it shall not acquire any rights, ownership, or interests in XY Global TH's intellectual property or any part thereof at any time; (iii) it shall not seek to register, assert, or claim any rights, ownership, or interests in cgwlcms's intellectual property or any part thereof at any time.
(b) XY Global TH hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-renewable, and royalty-free license to use the XY Global THIP Services (including providing services) only to the extent necessary for Influencer to perform its obligations under these Terms, provided that any use by the Influencer of any cgwlcms's logos, trademarks, and other brand assets must be prior to obtaining written consent from XY Global TH, unless such use complies with the terms of the Service or XY Global TH's instructions.
6. Service recipients
6.1 Influencers/Agents shall provide services to XY Global TH and its affiliates, and in this Service Terms, references to XY Global TH will include XY Global TH's affiliates within the scope of their acceptance of the Services unless otherwise required by the context.
7. Termination
7.1 Either party may terminate this Service Term at any time after sending a written notice of termination to the other party without prejudice to its other rights and obligations under this Service Term if:
(A) The other party has seriously breached any obligation, representation or warranty under these Terms of Service and has failed to correct such breach within fourteen (14) days after written notice from the Terminating Party;
(b) the other party has committed a series of breaches as follows: (i) which may not be material in themselves; (ii) notified the other party; and (iii) if such breaches, when taken together, constitute a material breach, have not been remedied within fourteen (14) days after notice is received;
(c) a bankruptcy event occurs on the other side; or
7.2 XY Global TH may terminate this Service Term or any order (if applicable) at any time without cause, provided that it provides a written notice to the Influencer/Agent seven (7) days in advance.
7.3 The termination or expiration of these Terms shall not impair the rights and liabilities of either party that may arise prior to such expiration or termination, unless waived in writing by the party entitled to such rights.
7.4 After XY Global TH terminates under Article 7.1 or Article 7.2, unless otherwise agreed in writing by both parties, the influencer/agent shall immediately refund to XY Global TH any fees paid by XY Global TH under these Terms of Service in the event of a material breach by the influencer/agent, and at the termination date, the services not provided by the influencer/agency have caused XY Global TH absolute dissatisfaction
7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continued validity, or termination (including but not limited to Articles 5, 7, 9, 10,11,12 and 13) of any express or implied intention in these Terms of Service to become effective or continue to be valid upon expiration or thereafter.
Last Updated: March 26, 2025
Effective Date: March 4, 2024
