Terms of Service

Ahalab.ai Inc. (“Aha”, “us”, “we”, or “our”) is a scientific and technological company specializing in marketing and product promotion, and is committed to finding eligible influencers (“Influencer”) for product suppliers/brands(“Advertiser”) to provide promotion services (“the Aha Services”).

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The following terms of service ( "Terms of Service ") govern your access to and use of: (i) the Aha website 【】 (the “Website”), (ii) the Aha online platform, and (iii) all other services and content provided by Aha, as described on the Website (the "Platform”). All use of the Aha Services and Platform is subject to the latest version of terms and conditions contained in this Terms of Service Agreement, as amended from time to time (the “Agreement”). Please read this Agreement carefully. By accessing, creating an account, browsing, or otherwise using the Aha Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Aha Services.

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This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all previous Agreement versions, except for existing separate agreements concluded in writing between the parties concerning such subject matter, and may be modified at any time without prior notice. Without prejudice to the foregoing, it is only the latest version of the Agreement which governs all the Content, including Content pieces created in the past. Any changes to this Agreement will be posted on this page and will indicate the latest revision. You may read a current, effective copy of this Agreement at any time by visiting【】. Any such Agreement changes will become effective immediately upon their posting on this page. Continuation to browse Aha websites and/or use Aha services will constitute as your agreement to any changes made to the Agreement. Without prejudice to the foregoing, in the event of any conflict of terms found between this Agreement or any other terms and conditions, end user license agreements or privacy policies, the terms of this Agreement shall prevail.
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Eligibility

As a condition of your use of the Platform, you represent and warrant that: (i) you have reached the age of majority in your jurisdiction of residence; (ii) if you are accessing or using the Platform on behalf of another person or entity, you have the authority to bind such person or entity to these Terms of Service; (iii) you will use the Platform in accordance with these Terms of Service; and (iv) all information supplied by you on or through the Platform is true, accurate, current and complete.
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Advertiser terms

(1) Campaign: refers to the specific activities concerning creation of Creative Contents and Publication by Influencer invited by Aha to provide the Promotion service based on Advertiser’s needs.

(2)Advertiser Content. You are solely responsible for providing Aha with an accurate and comprehensive promotional materials, including but not limited to any trademarks, logos, marks, samples, words, pictures, technology, software, product descriptions and other relevant materials, documents and information (“Advertiser Content”). You grant Aha a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, transferrable and fully sublicensable (including through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Advertiser Content on the Services. You grant each Influencer assigned to your Campaigns a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, transferrable and fully sublicensable (including through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Advertiser Content on External Sites in connection with your Campaign. You represent and warrant that (i) you have all rights, approvals, licenses, consents and permissions as are necessary to grant the licenses granted by you under these Terms, and (ii) the Advertiser Content does not, and shall not, infringe, violate or misappropriate any copyright, trademark, patent or any other right of any third party.

(3)Promotion Service. You can purchase promotion services on the platform to increase the exposure of your brands/products. If You want to purchase promotion services, You need to agree to be bound by the Promotion Service Framework Agreement, as detailed in the appendix.

(4)Payment of Fees. Only valid credit cards or other payment methods acceptable to Aha may be used to pay Fees. You represent and warrant that you are authorized to use any payment method designated by you via the Services (“Payment Method”) and authorize Aha, or its designated payment processor, to charge or debit such Payment Method for any applicable Fees. You further confirm and agree that in order to obtain payment services from Aha’s designated payment processor, you have a sole responsibility and liability to comply with such payment processor’s service rules (if applicable). You agree to indemnify and hold Aha harmless from any claim or demand, made by any third party due to or arising out of Your use of the payment services provided by the payment processor. If the Payment Method cannot be verified, is invalid or is otherwise not acceptable to us, or Aha’s designated payment processor, your ability to use the Services may be suspended immediately. You must resolve any problem Aha, or Aha’s designated payment processor, encounters to continue using the Services. For the terms of payment regarding Promotion Services, please see the Promotion Service Framework Agreement attached hereto for specific provisions relating to the payment of fees.

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License Grants

Subject to these Terms of Service, Aha grants you a personal, revocable, non-exclusive and non-transferable license to access and use the Platform and the Platform Services.

Subject to these Terms of Service, you grant to Aha a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store and use any data, information, records and files (collectively, “User Content”) that (1) you load, transmit to, or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C)Aha’s reasonable audit and data retention policies.
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Ownership

All content provided or displayed by Aha through the Platform, including (without limitation) all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks (the “Platform Content”), are owned or licensed by Aha and are protected by copyright, trade-mark and other intellectual property laws.
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Registration and Account

To access and use the Services, you will be required to register for an account (“Account”). By creating an Account, you agree to: (a) provide accurate, current and complete Account information, including providing your true and full name, email address, office address, telephone number and payment details etc.; (b) maintain the security of your password, not share your password with any other person and accept all risks of unauthorized access to your Account, not collect or harvest any personal data of any other user of Aha, including account names. Aha reserves the right to disable any Account issued to you at any time at Aha’s sole discretion; and (c) promptly notify you at ahalab.io if Aha discover or otherwise suspect any security breaches related to your Account or the Services.
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Term and Termination

Aha may terminate your User Account and your access to and use of the Platform and the Platform Services, at Aha’s sole discretion, at any time and without notice to you. You will cease and desist from any such access or use immediately upon request by Aha. If your use of or access to the Platform is terminated or suspended due to your violation of these Terms of Service, you forfeit any amounts in your AHA account at the time of termination. Please see the Promotion Service Framework Agreement attached hereto for specific provisions relating to the DISSOLUTION AND TERMINATION OF THE FRAMEWORK AGREEMENT.

You may cancel your Account at any time by visting your profile page and deleting your account.

Upon any termination, discontinuation, or cancellation of your access to the Platform or your Account, all provisions of these Terms of Service which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

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Privacy Policy

Please visit https://ads.ahaglobal.io/privacy-policy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

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No Unlawful or Prohibited Use

You shall not, without Aha's prior written permission, use the Platform for purposes other than accessing and using the Platform Services. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

(a) “frame,” “mirror,” or otherwise incorporate the Platform or the Platform Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor, or copy any part of the Platform or the Platform Content using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;

(c) violate the restrictions in any robot exclusion headers on the Platform Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose, at Aha’s discretion, an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose without Aha’s express written permission;

(f) remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in any Campaign, the Platform, or the Platform Content;

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any scheduled Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;

(i) attempt to, or assist, authorize or encourage others to, circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Platform Content;

(k) create derivative works based on the Platform or the Platform Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;

(l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or

(n) post, upload, publish, submit or transmit any User Content that, in Aha’s sole discretion:

(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iii) is fraudulent, false, misleading, or deceptive;

(iv) is defamatory, obscene, pornographic, vulgar, or offensive;

(v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;

(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

(vii) promotes illegal or harmful activities or substances.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your use of the Platform. You acknowledge that Aha may (i) use, publish, delete, or modify any User Content without any notice to you and (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
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Third Party Websites

The Services may contain links to third-party websites, applications or other third-party services, and you understand and agree that Aha is not responsible or liable for the availability or accuracy of such third-party properties or the content, products or services made available through such properties. Aha does not endorse or control such third-party properties and Aha makes no representations or warranties of any kind regarding such properties. If you access or use any third-party properties, you should also be aware that such third parties’ terms and policies will govern.
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Communications Not Confidential

Aha does not guarantee the confidentiality of any communications made by you through the Platform. Although Aha generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you agree and acknowledge that Aha cannot and does not guarantee the security of data transmitted over the Internet or public networks.
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DISCLAIMER OF WARRANTIES

Aha cannot and does not guarantee or warrant that the Platform or Platform Services, or any links from the Platform, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. AHA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF AND ACCESS TO THE PLATFORM AND PLATFORM SERVICES.

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YOUR USE OF THE PLATFORM AND PLATFORM SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER AHA NOR ANY PERSON ASSOCIATED WITH AHA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER AHA NOR ANYONE ASSOCIATED WITH AHA REPRESENTS OR WARRANTS THAT THE PLATFORM OR PLATFORM SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE (INCLUDING PRICING ERRORS), OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AHA OR THROUGH OR FROM THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

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ADVERTISER, INFLUENCER, AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND AHA DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. AHA MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC ADVERTISERS, INFLUENCERS, CAMPAIGNS, OR TYPES OF CAMPAIGNS.

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THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

IN NO EVENT WILL AHA OR ANY PERSON ASSOCIATED WITH AHA BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, PLATFORM SERVICES, OR PLATFORM CONTENT.
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ADVERTISERS ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF AHA.AHA IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY ADVERTISERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AHA IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE PLATFORM, EXCEED ONE US DOLLAR ($1) OR THE EQUIVALENT IN LOCAL CURRENCY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

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The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
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Indemnification

You shall defend, indemnify, and hold harmless Aha and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations, or obligations under these Terms of Service or any documents referenced herein; (b) your violation of any law or regulation or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Platform; or (d) the use of any media content created by you or third parties acting on your behalf in connection with a Campaign.
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Governing Law；Geographic Application of the Platform

These Terms of Service and any action related thereto shall be governed by the laws of the United States without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or Platform Services, notwithstanding your domicile, residency or physical location. The Platform and the Platform Services are intended for use only in jurisdictions where they may lawfully be offered for use.

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Entire Agreement, Waiver and Severability

These Terms of Service constitute the entire agreement between Aha and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Aha with respect to the Platform.

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Aha's failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Aha. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.

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If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

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If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between the parties, then these Terms of Service shall prevail.
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Appendix: Promotion Service Framework Agreement
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The Promotion Service Framework Agreement (hereinafter referred to as this "Framework Agreement") shall constitute a legally binding electronic agreement between the Service Recipient (hereinafter referred to as "Party A") and Ahalab.ai Inc. (hereinafter referred to as "Party B") to regulate the rights and obligations of both parties (hereinafter referred to as "the Parties"). Provided that Party A selects a service mode on the website or the APP designated by Party B, this Framework Agreement shall become effective immediately. Please note that the articles in this Framework Agreement which have a vital relationship with the rights and interests of Party A have been distinguished by bold font. Please refer to the articles carefully.

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WHEREAS:

Party A wishes to find a high quality partner to promote its products, services or contents, to expand the influence and popularity of its products, services or contents.
Party B is a scientific and technological company specializing in marketing and product promotion, and is committed to finding eligible influencers for product suppliers/brands to provide promotion services.
Both parties wish to establish a cooperative relationship. Party B or a third party designated by Party B shall promote Party A's products, services or contents on its own or authorized media platforms so as to increase exposure and ROI.

NOW, THEREFORE, the Parties hereby enter into this Agreement with the following terms and conditions.
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ARTICLE 1 – DEFINITIONS

1.1 Party A's Products: refers to the products, services or contents which Party A owns independent and complete legal rights (including but not limited to ownership and related intellectual property rights), or which Party A owns legal authorization to entrust Party B to promote.

1.2 Promotion Platform: refers to Party B's own or third-party platforms or channels that cooperate with Influencer, through which Influencer may post or launch the Creative Content.

1.3 Creative Contents: refers to videos, audios, texts, or images created by Influencer for promoting the products specified in this Framework Agreement, including but not limited to scripts, drafts, process drafts, and final versions.

1.4 Campaign Report: refers to report provided by Party B regarding the predicted data generated by Party B based on the Campaign Information, and the actual data from the influencers' real promotions. The reporting content and period is subject to the service mode and Promotion Platform selected by Party A.

1.5 Publication: refers to Influencer publishing the Creative Content on the designated Promotion Platform through its own SNS Platform Account.

1.6 SNS Platform Account: Social Network Service Platform Account, specifically referring to internet application service platforms aimed at helping people build social networks, including but not limited to Facebook, TikTok, Instagram, Twitter, YouTube, LinkedIn, etc.

1.7 Promotion Materials: refers to materials necessary for production of creative contents provided by Party A to Party B (including brand, logo, sign, sample of products, characters, pictures, technology, software, product descriptions and other related materials, documents and information).

1.8 Campaign: refers to the specific activities concerning creation of Creative Contents and Publication by Influencer invited by Party B based on Party A’s needs.

1.9 Party A's Account: refers to the exclusive account created by Party A on Party B's Platform or the Third Party Payment Platform designated by Party B for the purpose of using the services provided by Party B, through which Party A can view the recharge amount, budget, and balance.

1.10 Stripe Platform/ Stripe: refers to Stripe, Inc. and its website or APP, which is the third party payment platform designated by Party B. Party A agrees that Party B reserves the right to change the third party payment platform at any time.

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ARTICLE 2 – COOPERATION CONTENT

Party A and Party B may cooperate for multiple times under this Framework Agreement. The specific promotion content, minimum effect and so on of each cooperation shall be subject to the Campaign Information released by Party B based on the promotion needs of Party A selected on the website or the APP designated by Party B.

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ARTICLE 3 – COOPERATION PERIOD

In principle, the cooperation period shall be long-term effect from the Effective Date of this Framework Agreement.

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ARTICLE 4 – COOPERATION REQUIREMENTS

4.1. During the performance of this Framework Agreement, the Parties may negotiate and communicate with respect to cooperation mode, product content, promotion time, promotion strategy and other specific promotion matters through email and other means. The final Campaign Information issued by Party B shall prevail.

If there is any change of contact information, such Party shall notify the other Party in writing three (3) working days in advance.

4.2. The Parties shall confirm the service mode, Campaign Information on the website or the App designated by Party B. Party B shall provide promotion service for Party A in accordance with the Campaign Information. Matters not mentioned in the Campaign Information shall be handled in accordance with this Framework Agreement.

4.3.The Campaign Information on the website or the App designated by Party B, as an attachment to this agreement, shall have the same legal force as this agreement

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ARTICLE 5 – COOPERATION MODES AND SERVICE FEES

5.1 Mode One: Pre-charge Mode

5.1.1 Under this mode, the total service fees estimated by the Parties under this Framework Agreement shall be the actual amount made by Party A to Party B through Stripe or other payment methods. If Party A makes payment more than one time, the cooperation fees shall be equal to the aggregate amounts.

5.1.2 Party A shall pay Party B service fees in accordance with the following settlement methods:

The amount actually recharged by Party A through Stripe or other payment methods shall be the prepayment for all subsequent cooperation matters. Party B will confirm the corresponding service fees after confirming the Campaign Information. The service fees of each period shall be subject to the amount specified in the Campaign Information.

After the completion of the payment, Party A may check the account balance through Party A's account. Upon the confirmation of the Campaign Information each time, Party B shall have the right to confirm and collect corresponding service fees from Party A’s account and the balance of Party A’ account will be reduced accordingly. After the deduction of the service fees from the account, Party A may get the corresponding service fee invoices, through Stripe based on Stripe’s platform rules.

5.1.3 After the publication, Party B shall track the data regularly, and provide to Party A the corresponding Campaign Report with the provision in Article 1.4 of this Framework Agreement.

5.2 Mode Two: Budget Mode‍

5.2.1 Under this mode, Party A shall determine its budget quota used for the promotion service in each service month on the website or the APP designated by Party B, and pre-authorize the budget to Party B through the Stripe Platform.

5.2.2 Party A shall pay Party B service fees in accordance with the following settlement methods:

While determining the budget quota of each service month on the website or the APP designated by Party B, Party A shall select specific promotion needs displayed on such website or APP, such as Platform, Creator languages, Placement areas and so on. In accordance with Party A's budget quota and selected needs, Party B may match an appropriate Campaign Information for Party A.

According to the implementing progress of the Campaign Information, Party B shall have the right to collect any amount of service fees from Party A's account through Stripe Platform within the budget at any time. Party B does not need to obtain Party A's confirmation or consent before collecting related service fees. Party A may check the remaining budget at any time. After the collection of the service fees from the account, Party A may get the corresponding service fee invoices, through Stripe based on Stripe’s platform rules.

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ARTICLE 6 – PARTY A’S RIGHTS AND OBLIGATIONS

Party A shall pay Party B the full service fees in accordance with the provision in Article 5 of this Framework Agreement. Party A shall ensure the balance of Party A's Account is sufficient to cover the service fees determined in the Influencer Campaign Plan. If the balance of Party A's Account is insufficient to cover, Party A shall make appropriate payment to Party B timely. Party B shall only provide promotion service after receiving an amount sufficient to cover the service fees.
Once the campaign is confirmed, the promotion materials provided by Party A can not be updated. In case of unavoidable circumstances requiring amendments to materials provided, prior contact with Party B is necessary for both parties to negotiate a solution.
Party A shall provide Party B with promotion materials and guarantee the materials are true, lawful and comply with the national laws, regulations, standards of public ethics and the examination standards of promotion platform, and shall not infringe any legitimate rights and interests of any third party, including but not limited to the intellectual property rights, rights of reputation, rights of portrait and other legitimate rights.
Party A warrants that Party A's promotion materials provided shall not contain virus, Trojan or other harmful programs and codes in the program and pages, malicious link redirection, hidden charge and other circumstances which may cause the privacy leakage or property loss due to the use of such promotion materials. If these conditions are not found by Party B in the verification, but found by the promotion platform during the promotion process, Party B shall have the right to stop the promotion service in accordance with the feedbacks from the promotion platform. Party B shall inform Party A of the relevant information timely. In this case, if the promotion platform requires Party B to assume the corresponding liabilities, Party A shall assume the corresponding legal liabilities and indemnify Party B for the losses arising therefrom.

ARTICLE 7 – PARTY B’S RIGHTS AND OBLIGATIONS

Party B shall, provided that the balance of Party A's Account is sufficient to cover the service fees determined in the Influencer Campaign Plan, provide promotion service according to the Influencer Campaign Plan.
Party B shall actively communicate with Party A according to the provisions of this Framework Agreement and requirements of Party A, and only for the purpose of performing this Framework Agreement, confirm and collect the promotion materials from Party A to provide the services.
After the confirmation of each Influencer Campaign Plan, Party B shall provide Party A with the Performance tracking information in combination with Party A's needs.
Party B shall be responsible for carrying out the promotion plan according to Influencer Campaign Plan to ensure the legality of such promotion service. If the creative contents violate the national laws and regulations or infringe the lawful rights and interests (including but not limited to the intellectual, moral and property rights) of any third party due to Party B's subjective intention or gross negligence, Party B shall bear the corresponding legal liability and make compensation, and Party A shall be entitled to terminate this Framework Agreement.
The Parties acknowledge that due to its own characteristics, the promotion platform may make bona fide and active modification to the creative contents released by Party B or Party B's designated Influencers without any change of the original intent.
During the cooperation period between Party A and Party B, unless otherwise stated in the Influencer Campaign Plan, the promotion contents released by Party B for Party A shall ensure that the links are valid within 7 days in principle and shall not be deleted or adopted without Party A's consent, except in the case of adoption resulted from force majeure and reasons attributable to Party A. If Party B violates the provision, it shall arrange to re-issue the promotion contents as required timely.
If the promotion platform needs regular or irregular downtime maintenance and page design adjustment or other similar matter, Party B shall inform Party A in writing of the interruption of normal service caused by such circumstances after receiving the notice from the promotion platform timely to minimize such impact. If there is any possible alternative plan, Party B shall actively communicate with Party A and determine the new planning. Unless otherwise agreed by the Parties, Party B shall immediately resume the performance of promotion service in accordance with this Framework Agreement after the completion of maintenance or adjustment of the promotion platform.
After the publication, Party B shall track the data regularly, provide Party A with feedbacks of promotion effect, and provide to Party A the corresponding Campaign Report.
During the term of this Framework Agreement, only for the performance of this Framework Agreement, Party B shall have the right to use all or part of the promotion materials provided by Party A. Party B shall have the right to sub-license the right to such Influencers providing promotion services for Party A hereunder or the promotion platform. Except the foregoing provisions, Party B shall not sub-license the aforementioned promotion materials to any third party.
Only for the purpose of business promotion, Party B shall have the right to use the company information, product information, business logo, trademark and other relevant materials or content provided by Party A.
Under this Framework Agreement, the intellectual property rights and other rights and interests to the Contents (including but not limited to text, images, music, audio and videos etc.) created by Influencers throughout the world shall belong to Party B. Without prior written approval from Party B, Party A may not create derivative works based on the contents for commercial profit purpose.
After the confirmation of the Influencer Campaign Plan hereunder, if the promotion service is not performed in accordance with the Influencer Campaign Plan due to reasons attributable to Party A, Party B shall not be required to refund such service fees stipulated in the Influencer Campaign Plan.
In case of early termination or rescission of this Framework Agreement, Party B shall refund the prepayment, if any, to Party A after deducting all amounts payable by Party A to Party B from the account balance of Party A.

ARTICLE 8 – CONFIDENTIALITY OBLIGATION

The content of this Agreement, as well as all information known to the other party including but not limited to personnel, finance, partners, etc. during the signing and performance of this agreement, are confidential information. Unless otherwise agreed, the receiving party shall use the Confidential Information only for the purpose of this Agreement, and shall not use, disclose, copy or replicate all or part of the Confidential Information for purposes other than the performance of the Services in this Agreement. The confidentiality period starts from the effective date of this Agreement and ends on the date when the Confidential Information becomes public information (that is, disclosed to or becomes known to the public). The confidentiality obligation shall not be terminated by the suspension, termination or discharge of this Agreement.
The confidentiality obligations under this Agreement do not apply to any information which:
- 2.1 is lawfully in possession of the Receiving Party prior to receipt from the Disclosing Party;
- 2.2 is or becomes publicly known, other than as a consequence of a breach of this Agreement;
- 2.3 is received from a third party without breach of any other relevant confidentiality obligation binding on such third party;
- 2.4 is disclosed with the consent of the Disclosing Party.

If either party violates the provisions of this Clause and causes the other party suffer losses, it shall pay corresponding compensation to the other party.

ARTICLE 9 – LIABILITY FOR BREACH

In the event of a breach of this Framework Agreement, without prejudice to the rights of the non-defaulting Party set out in other provisions of this Framework Agreement, the defaulting Party shall be liable to compensate the non-defaulting Party for any losses, damages, costs, expenses (including but not limited to reasonable attorney’s fee), liabilities or claims that the non-defaulting Party may suffer as a result of such breach.
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ARTICLE 10 – DISSOLUTION AND TERMINATION OF THE FRAMEWORK AGREEMENT

This Framework Agreement may be altered or terminated in advance by consensus between Party A and Party B.
The all or part of this Framework Agreement cannot be implemented due to force majeure or relevant laws, regulations and policies, the Parties may terminate this Framework Agreement through agreement.
Unless otherwise stipulated by this Framework Agreement, in case of any of the following circumstances, the non-breaching party shall have the right to terminate this Framework Agreement immediately:
The breaching party violates relevant laws or regulations and causes material damage to the lawful rights and interests of the other party; or
The breaching party fails to make correction or adjustment as required by the non-breaching party.
The termination or dissolution of this Framework Agreement shall not affect the breaching party's liability for breach of contract.

ARTICLE 11 – APPLICATION OF LAW AND DISPUTE RESOLUTION

The formation, entry into force, performance, interpretation and dispute resolution of this Agreement shall be governed by the laws of the Republic of Singapore.
Any dispute arising from this Framework Agreement shall be settled by the Parties through friendly negotiation. If the dispute cannot be settled through negotiation, either party shall have the right to file a lawsuit to the court of the place where Party B is located. The reasonable expenses such as attorney fees and travel expenses incurred by either party shall be borne by the losing party.

ARTICLE 12 – MISCELLANEOUS

For any matters not covered in this Agreement, Party A and Party B shall sign a separate supplementary agreement to determine such matters. In case of inconsistency between the supplementary agreement and this Agreement, the supplementary agreement shall prevail. The invalidity or pending effect of some provisions of this Agreement shall not affect the implementation of other provisions.