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1. Interpretation  

1.1 Unless otherwise defined, capitalized terms used in these Service Terms shall have the meanings ascribed to them in the Schedule.  

1.2 In these Service Terms, the following terms shall have the meanings assigned to them below, unless inconsistent with the context:  

- **“Affiliate”** means, with respect to an entity, any entity that controls, is controlled by, or is under common control with such entity, where “control” means the direct or indirect power to direct or cause the direction of the management, operating policies, or assets of such entity, whether through ownership of more than 50% of the voting or equity securities or assets, by contract, management agreement, voting trust, or otherwise; provided that the term “Affiliate” shall include any variable interest entity, regardless of whether such variable interest entity may or must be consolidated with such entity under generally accepted accounting principles;  

- **“Applicable Laws”** means, with respect to any person, any and all: (a) laws, decrees, or regulations; (b) guidelines, standards, rules, requirements, orders, and directives issued under any law, decree, or regulation; (c) rules of any securities exchange or equivalent body; (d) applicable data protection laws; (e) judgments, orders, writs, injunctions, directives, authorizations, awards, decisions, injunctions, decrees, assessments, settlements, or rulings of any governmental authority, in each case applicable to such person or its business or property;  

- **“Business Day”** means any day other than a Saturday, Sunday, or public holiday in Singapore;  

- **“Commercially Reasonable Efforts”** means the steps and manner of execution that a well-managed company would undertake in a determined, prudent, and reasonable manner for its own interests to achieve a specific outcome;  

- **“Confidential Information”** includes but is not limited to: (a) legal and administrative information; (b) the existence and terms of these Service Terms (including any fees paid to the Influencer/Agency and commercial details listed in the Schedule), and the Disclosing Party’s position in any dispute related to these Service Terms; (c) any copies of Confidential Information and all information created or derived by the Receiving Party or its Representatives from the Confidential Information; provided that Confidential Information shall not include information that: (i) was already in the possession of the Receiving Party or its Representatives at the time of disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of public knowledge, except as a result of any act or omission by the Receiving Party or its Representatives in breach of confidentiality obligations under these Service Terms; (iii) is obtained by the Receiving Party or its Representatives from a third party who did not acquire such information directly or indirectly from the Disclosing Party, subject to any confidentiality obligations; (iv) is independently developed by the Receiving Party or its Representatives without use of or reference to the Disclosing Party’s Confidential Information;  

- **“Insolvency Event”** means, with respect to a person, any of the following events: (i) a receiver or similar officer is appointed to administer all or a substantial part of such person’s assets or business; (ii) a resolution is passed for winding up (except for solvent mergers or restructurings) or a court order is made for administration (or any equivalent order in any jurisdiction); (iii) any composition or arrangement with such person’s creditors (other than solvent restructurings); (iv) cessation of business operations; (v) inability to pay debts as they fall due in the ordinary course of business; (vi) occurrence of any event under Applicable Laws resulting in or subjecting such person to insolvency proceedings;  

- **“Influencer Content”** means all content created and provided by the Influencer under these Service Terms, 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 under these Service Terms;  

- **“Personal Rights”** means any and all rights under Applicable Laws protecting the Influencer’s name, alias, voice, likeness, image, portrait, biography, persona, character, and all other aspects of his/her publicity, privacy, or personality rights, as well as all intellectual property rights associated with or incidental to any of the foregoing;  

- **“Intellectual Property”** means all copyrights, patents, utility innovations, trademarks, service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade names or business names, rights in confidential information and trade secrets, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all applications therefor, whether now existing or created in the future, anywhere in the world, whether registered or not, and all interests, privileges, rights to sue, recover damages, and obtain relief or other remedies for any past, present, or future infringement, misappropriation, or violation of the foregoing;  

- **“Representatives”** means a party’s Affiliates (where applicable), and their respective officers, directors, employees, consultants, agents, and subcontractors.  

2. Term  

2.1 These Service Terms shall apply to the Influencer/Agency from the Agreement Date (as stated in the Schedule) and shall continue in force for the Initial Term (as stated in the Schedule), unless terminated earlier in accordance with these Service Terms. After the expiry of the Initial Term or any then-current Renewal Term (as applicable), Techkloud may renew the Initial Term for a period determined by Techkloud in writing to the Influencer/Agency (“Renewal Term”). The Initial Term and Renewal Term (if applicable) shall collectively be referred to as the “Term”.  

3. Services  

3.1 The Influencer/Agency acknowledges and agrees that it shall provide the services specified in the Schedule (“Services”) to Techkloud during the Term in accordance with these Service Terms and Techkloud’s requirements, acting independently and utilizing its technical expertise and discretion reasonably. The Services shall include additional tasks, services, functions, activities, and obligations not specified in these Service Terms but reasonably required (at the Influencer/Agency’s reasonable discretion and after consultation with Techkloud) for the proper performance of the Services; and shall: (X) meet at least the same degree of accuracy, completeness, and quality as provided by the Influencer and other social media personalities of similar stature to the Influencer; and (Y) comply with Applicable Laws.  

3.2 Techkloud may issue written orders to the Influencer/Agency from time to time for additional services, as determined by Techkloud (“Orders”).  

3.3 Each such Order shall form part of these Service Terms, and the terms herein shall apply to each Order. In the event of any conflict between: (i) the Schedule and these Service Terms (collectively, the “Master Terms”); and (ii) any Order, such conflict shall be resolved by giving precedence to the Master Terms, unless expressly stated otherwise in the Order.  

3.4 The Influencer/Agency shall confirm receipt of each Order to Techkloud within two (2) Business Days of receipt, after which the Influencer/Agency shall be deemed to have accepted the Order.  

3.5 Prior to delivery of the Services under an Order by the Influencer/Agency to Techkloud, Techkloud reserves the right to modify, alter, or terminate the Order immediately by written notice to the Influencer/Agency.  

3.6 In performing the Services, the Influencer shall, and the Agency shall procure that the Influencer:  

(a) Conduct activities specified in the Schedule and/or Order (as applicable), including creating and providing Influencer Content;  

(b) Produce original, well-crafted, and edited Influencer Content of overall quality at least equivalent to the Influencer’s original content published prior to engagement with Techkloud;  

(c) Independently create Influencer Content, provided that it shall consider (in its reasonable discretion and utilizing its technical expertise) any feedback and/or requirements (including creative briefs) provided by Techkloud from time to time;  

(d) If applicable, attend events hosted, promoted, or supported by Techkloud (“Corporate Events”), subject to prior invitation by Techkloud at least five (5) days before the start date of the Corporate Event. The Influencer shall also respond to Techkloud’s invitation within forty-eight (48) hours of receipt;  

(e) Ensure that the performance of the Services does not involve any attempt to deceive Techkloud or any third party, and that information provided to Techkloud is not false, inaccurate, or misleading;  

(f) Refrain from publishing, authorizing, or otherwise making any defamatory, disparaging, derogatory, or otherwise harmful statements or communications (whether via social media platforms, live streams, or otherwise) regarding Techkloud, its Affiliates, their respective products, services, officers, directors, employees, or shareholders (“Company Entities”);  

(g) Ensure that Influencer Content and any other materials referencing or related to Company Entities do not contain abusive or prohibited content (including but not limited to: (i) inappropriate language, defamation, abuse, or infringing material (including content promoting bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco, counterfeit goods, intellectual property infringement, illegal drugs, gambling, lotteries, moneylending, or pornography); and  

(h) Not subcontract or delegate any obligations under these Service Terms to third parties without Techkloud’s prior written approval.  

3.7 Techkloud reserves the right to:  

(a) Review and approve all Influencer Content or any other public announcements or content published by the Influencer related to these Service Terms prior to posting or publication; and  

(b) Require the removal, takedown, restriction, or deletion of any Influencer Content (including where such Influencer Content violates Techkloud’s requirements from time to time).  

4. Fees; Invoicing; Taxes  

4.1 Fees.  

(a) In consideration for the Services provided by the Influencer, Techkloud shall pay the Influencer fees calculated as per the Schedule and/or Order (“Fees”).  

(b) The Influencer acknowledges and agrees that: (i) no additional fees, royalties, payments, amounts, charges, or consideration shall be payable to the Influencer or any third party other than the Fees for Techkloud’s receipt of the Services; (ii) it shall be solely responsible for any costs of materials, tools, and equipment required to provide the Services (including loss or damage thereto).  

(c) The Influencer acknowledges and agrees that Techkloud’s records shall be the sole, final, and conclusive evidence of the Influencer’s performance under these Service Terms and all Fees payable, and shall be binding on the Influencer for all purposes related to these Service Terms.  

4.2 Payment.  

(a) Techkloud shall pay undisputed Fees to the Influencer as per the Schedule and/or Order (as applicable), but may withhold Fees disputed in good faith (or, if disputed Fees have already been paid, Techkloud may deduct an equivalent amount from subsequent payments), including disputes related to invoice errors or overpayments.  

(b) Fees shall be paid via wire transfer to the Influencer’s bank account (as detailed in the Schedule). The Influencer shall ensure that bank account details are accurate and valid for payment. Any penalties due to inaccurate or invalid bank account information shall be borne solely by the Influencer.  

(c) The parties acknowledge that Techkloud may offset any amounts payable to the Influencer against debts, claims, or losses owed by the Influencer to Techkloud under these Service Terms or other agreements.  

4.3 Taxes.  

(a) “Taxes” includes service tax, excise, VAT, GST, sales tax, withholding tax, income tax, corporate tax, or similar levies.  

(b) All Fees are inclusive of Taxes. Where required by Applicable Laws, Techkloud may deduct Taxes via reverse charge or similar mechanisms and remit them to authorities. Techkloud shall provide proof of remittance.  

(c) Each party is responsible for its own Taxes under Applicable Laws. Techkloud may withhold Taxes from payments as required, and such withheld amounts shall be deemed paid to authorities. Techkloud shall provide tax receipts to the Influencer. The parties shall cooperate to minimize withholding taxes.  

5. Intellectual Property  

5.1 Ownership of Influencer Content. The Influencer acknowledges that all rights, title, and interest in Influencer Content, including Intellectual Property, are exclusively owned by Techkloud. If any rights are not deemed “works made for hire,” the Influencer irrevocably assigns such rights to Techkloud. The Influencer shall execute documents to confirm Techkloud’s ownership upon request. If the Influencer fails to do so, Techkloud is appointed as the Influencer’s attorney-in-fact to execute such documents. Techkloud may use, modify, distribute, and exploit Influencer Content globally without royalty payments. The Influencer waives moral and economic rights to the extent permitted by law.  

5.2 License to Personal Rights. The Influencer grants Techkloud a non-exclusive, global, irrevocable, transferable, sublicensable, royalty-free license to use Personal Rights for promoting Techkloud and its services.  

5.3 Techkloud IP.  

(a) The Influencer acknowledges that Techkloud owns all rights to Techkloud IP and shall not claim any rights thereto.  

(b) Techkloud grants the Influencer a non-exclusive, revocable, non-transferable license to use Techkloud IP solely for performing obligations under these Service Terms, subject to prior written approval for branding use.  

6. Service Recipient  

6.1 The Services shall be provided to Techkloud and its Affiliates. References to Techkloud herein include its Affiliates where context permits.  

7. Termination  

7.1 Either party may terminate these Service Terms by written notice if the other party:  

(a) Materially breaches these Service Terms and fails to cure within fourteen (14) days of notice;  

(b) Engages in repeated breaches collectively constituting a material breach;  

(c) Suffers an Insolvency Event.  

7.2 Techkloud may terminate these Service Terms or any Order without cause by providing seven (7) days’ written notice.  

7.3 Termination shall not affect pre-existing rights or obligations unless waived in writing.  

7.4 Upon termination due to the Influencer/Agency’s material breach, the Influencer/Agency shall refund Fees for unperformed Services to Techkloud’s satisfaction.  

7.5 Clauses intended to survive termination (including Sections 5, 7, 9, 10, 11, 12, and 13) shall remain in effect.