General Terms and Conditions

Influencer acknowledges that OPERION KOL is an advertising and marketing agency that acts on behalf of its Client. Not withstanding the payment and liability provisions of this Agreement, Influencer agrees to hold OPERION KOL liable for payments solely to the extent proceeds have cleared from Client to OPERION KOL for Services rendered under an Insertion Order/Booking/Campaign. For sums not cleared to OPERION KOL, Influencer agrees to hold Client solely liable. Influencer understands that Client is OPERION KOL’s disclosed principal and OPERION KOL, as agent, has no obligations relating to such payments, either joint or several. OPERION KOL agrees to make every reasonable effort to collect and clear payment from Client on a timely basis. If Client proceeds have not cleared for the Insertion Order/Booking/Campaign, (a) then Influencer shall have the right to seek payment from Client upon not less than seven (7) business days’ notice to OPERION KOL to that effect and (b) other clients from OPERION KOL hereunder, if any, will not be prohibited from utilizing the Services due to such non-clearance if such the other clients’ credit is not in question.

1. Influencer Ownership and License.

   The ownership of videos, photos, transmissions, creative, graphic, and textual materials created by Influencer (individually and together, the “Custom Materials”) shall be specified in the “Brief” section of each campaign that an influencer is accepted into. If agreement is finalized with written agreement from the influencer, the finalized “Campaign Brief” represents the agreed upon terms of the agreement. Upon submitting her or his submission form to a OPERION KOL client’s Campaign, influencer agrees to the terms set form in both the Terms and Conditions and the Creative Brief. By taking the campaign, OPERION KOL confirms that said influencer has read and agreed to all terms set forth.



2. Non-Solicitation.

   Influencer acknowledges that OPERION KOL is an agency providing, among other things, social media strategy and solutions for its clients. For the term of this Agreement and for six (6) months thereafter (the “Restricted Period”), Influencer will not solicit or seek to secure, or cause any individual or entity to solicit or seek to secure, any social media influencer or social media marketing opportunities from any client of OPERION KOL with the intent to circumvent OPERION KOL’s agency relationship with such client. This provision does not restrict Influencer from soliciting a OPERION KOL client for the purpose of informing that client of Influencer’s social media resources and capabilities during the Restricted Period, so long as any resulting business opportunity or undertaking with Provider will be through OPERION KOL and not directly with the solicited client.



3. Confidential Information.

   OPERION KOL may furnish to Influencer Confidential Information (as defined below) solely as is necessary to enable Influencer to perform Services and for no other purpose or use. Influencer agrees to keep confidential, and will not use for any other purposes other than in connection with its engagement with OPERION KOL all confidential information of OPERION KOL and Client. As used herein, the term “Confidential Information” shall mean all non-public information (whether written, oral or in another medium) of OPERION KOL and/or its client(s) to which Influencer comes into possession. The terms and conditions of this Agreement are Confidential Information of OPERION KOL. Influencer shall use at least the same degree of care in protecting Confidential Information as it uses in protecting its own confidential information, but not less than reasonable care. Influencer recognizes that irreparable harm would be caused to OPERION KOL and/or Client that is not capable of being compensated with money damages if Confidential Information were used or disclosed in violation of this Agreement and in such event and in addition to any other right or remedy available, OPERION KOL and/or Client shall have the right to equitable relief without the need to secure bonding. This section shall survive the termination or expiration of this Agreement for any reason.



4. Warranties and Disclaimers.

   Each party warrants and represents to the other that (a) it has the full power and authority to enter into this Agreement and fully perform all of its obligations and grant all necessary rights hereunder without violating the legal or equitable rights of any third party;(b) none of the acts, services or materials provided or created and/or modified by such party shall violate or will violate or infringe upon the rights of any third party, or contain any material that is obscene, defamatory, libelous, slanderous or injurious to the user; (c) in the case of Influencer, that the Services will be of a professional nature, performed with skills necessary to carry out the Services as contemplated under this Agreement; and (d) all acts, services and materials provided hereunder are in compliance with all applicable federal, state and local laws and regulations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO OTHER WARRANTIES HEREUNDER AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.



5. Indemnification. Limitation of Liability.

   (a) Each of OPERION KOL and Influencer shall indemnify, defend and hold harmless the other,, and their respective parent companies, affiliates and subsidiaries and their respective officers, directors/managers, shareholders, agents, representatives, employees and affiliates from and against all third party claims, demands, causes of action, judgments, costs and expenses, including reasonable and actual attorneys’ fees, of whatsoever nature (in the aggregate, “Claims”), arising from or relating to (i) the activities performed by a party or any of the party’s agents, employees or subcontractors incident to or under this Agreement; (ii) a breach of any of the representations and warranties made under this Agreement by a party or any of its agents, employees or subcontractors; (iii) any failure of a party or any of its agents, employees or subcontractors to comply with all applicable laws; and (iv) and any products claims related to products in Custom Materials. The indemnified party shall give prompt notice to the indemnifying party of any Claims and/or (iv) the gross negligence and/or intentional misconduct of a party. The Indemnifying party shall control the defense of the Claim with counsel of its choosing and approved by the indemnified party, such approval not to be unreasonably withheld, delayed or conditioned. The indemnified party may participate in the defense at its own cost with its own counsel. The indemnified party shall cooperate with the indemnifying party in providing documents, information, materials, and reasonable assistance, all at the indemnifying party’s cost. The indemnifying party shall not settle any Claim without the written consent of the indemnified party, such consent not to be unreasonably withheld, delayed or conditioned, unless the indemnified party is completely released from the Claim and, if applicable, fully and without prejudice removed from the case underlying the Claim.
   
   (b) WITH THE EXCEPTION OF GROSS NEGLIGENCE AND/OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE. THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER.



6. Independent Contractor Relationship.

   The relationship created by this Agreement is that of an independent contractor and neither Influencer nor OPERION KOL are joint venturers, partners, employees or agents of each other. Neither party shall bind the other to any agreement without the express written consent of the other.



7. Choice of Law.

   This Agreement is governed by and construed in accordance with the laws of Malaysia without regard to its conflicts of law rules. Any dispute under this Agreement shall be brought in the federal, state, or local courts in Malaysia.



8. General.

   This Agreement sets forth the entire understanding of OPERION KOL and Influencer with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, between the parties. This Agreement may only be amended in writing signed by authorized representatives of both parties. Any provision of this Agreement that by nature of its terms would reasonably be expected to survive termination, shall survive termination of this Agreement for any reason. Either party may waive compliance by the other party with any covenants or conditions contained in this Agreement, but only by written instrument signed by the party waiving such compliance. No such waiver, however, shall be deemed to waive any other circumstance or any other covenant or condition not expressly named in the written waiver. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assignees. This Agreement may not be assigned, transferred, shared or divided in whole or in part by Influencer without OPERION KOL’s prior written consent. Any other purported assignment or transfer by Influencer is void and without any legal effect. Delivery of an executed copy of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.



9. Payment

   Influencers will be paid for any campaigns, collaborations, sponsorships or promotions as per agreed. OPERION KOL has the right to update (or change) the above Terms & Conditions without any prior notice to any parties.

 

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