1. Explain
1.1 Unless otherwise defined, the capital words used in these Terms of Service shall have the meaning given in the table.
1.2 In this Terms of Service, the following words will have the meaning given to them, unless inconsistent with the context:
"Affiliate" means any entity controlling the entity, controlling by the entity or jointly controlled with which "control" means the direction directly or indirectly of the management, operating policy or assets of the authority directing or causing the entity, whether by voting or ownership of securities or assets, or by contract, management agreement, voting trust or otherwise, provided that the term "Affiliate" shall include any variable interest entity whether it may or may merge with the entity pursuant to generally accepted accounting principles;
"Applicable Law" means to any person any and all: (a) laws, decrees, laws, or regulations, (b) under any code, standards, rules, requirements, orders, or regulation, (c) rules of any stock exchange or equivalent; (d) applicable data protection law; (e) any and any judgment, order, warrant, order, authorization, award, decision, prohibition, decree, decree, assessment, settlement agreement or award in each case apply to that person or its business or property;
"Working day" means any day other than a Saturday, Sunday or public holiday in the United States;
"Commercially reasonable effort" means taking such steps and execution in the event where a well-managed company achieves specific results for its own benefit in a firm, prudent and reasonable manner;
"Confidential Information Legal and administrative information; (B) the existence and terms of this Terms of Service (including any fees paid to the influencers / agent and the business details listed in the form), And the position service of the disclosing Party in any dispute related to this clause; (c) any copy of the Confidential Information and all information created or derived from the Confidential Information or its representative of the Confidential Information, Subject that the Confidential information shall not include the following information: (i) possession at the disclosure of the receiver or its disclosing party or its representative; Are (And ii) or become a part of public knowledge, Except for the result of any act or omission of the Receiving Party or its representative against the confidentiality provisions of this Terms of Service; Is (iii) obtained by the receiving party or its representative from a third party never obtaining such information directly or indirectly from the disclosing party, provided that any confidentiality obligation is assumed; (And iv) independently developed by the recipient or its representative, Confidential information of the disclosing party;
"Bankruptcy events" for a particular person, Meany of the following events: (i) a receiver or similar officer is appointed to manage all or significant parts of the assets or business of that person; (Ii) adopt a resolution on winding up (except for the purpose of any solvency merger or reorganization or for the same) or the court of the order to administer (or any equivalent order of any jurisdiction); (iii) any combination or arrangement with creditors of that person (except in connection with solvency restructuring); (Iv) to cease doing business; (v) inability to pay the debt due in the normal course of business; (Vi) the persons causing or being subject to any event, According to the applicable law,
"Supporters Content" means all content created and provided by the supporter pursuant to these Terms of Service, including but not limited to all intellectual property owned by the supporter, such as text, images, photographs, illustrations, drawings, drawings, animation, songs, audio, video and any other works created by the supporter and provided in accordance with these Terms of Service;
"Individual rights" means the name, alias, voice, portrait, image, portrait, portrait, biography, character, role and any and all rights in all other aspects of his or her publicity, privacy or personality rights, and all intellectual property rights related to or attached to any of the above;
"Intellectual Property" means all copyright, patent, practical innovation, trademark and service marks, geographical indications, domain names, layout design rights, registration design, design rights, database rights, trade name or commercial name, the right to protect trade secrets and confidential information, The right to protect goodwill and reputation, And all other similar or corresponding proprietary rights and all identical applications, Whether it currently exists or is created in the future, Anywhere in the world, Whether registered or not, And all the interests, the privileges, the right to sue, To recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or violation of any of the above rights;
"Representative" means a party's affiliates (if applicable) and its respective officers, directors, employees, consultants, agents and subcontractors.
2. Term
2.1 This Terms of Service applies to the supporters / agents of the Agreement (as stated in the form) and will remain in force for the initial period (as stated in the form). After the expiration of the initial period or any then renewal period (as the case may be), globeshop may update the initial period ("Renewal Period") at the globeshop to the supporter / agency. The initial term and the renewal period (if applicable) shall be collectively known as the "term".
3. SERVICES
3.1 The Proponent / Agency acknowledges and agrees that it shall provide the Services ("Services") specified in the form to globeshop under the terms of service and the globeshop and shall from time to time consider (in its reasonable discretion, using its technical and expertise) feedback from globeshop. The Services shall include other tasks, services, functions, activities and obligations not specified but reasonably required by the globeshop (at the reasonable discretion of the supporters / agency) for the performance of the Services; and shall: (X) at least the same degree of accuracy, completeness, and quality and with the same degree of care, skill, and diligence used by the supporters; (Y) under applicable law.
3.2globeshop may from time to time place written orders to supporters / agents for additional services, as determined by globeshop ("Order").
3.3 Each such order shall form part of this Term of Service and the terms thereof shall apply to each order. If: (i) there is a conflict between the form and this Terms of Service (collectively the "Master Terms") and (ii) any order, such conflict will be resolved by preferring the Master Terms unless otherwise expressly specified in the Orders.
3.4 The supporter / agent shall confirm receipt of each order to globeshop within two (2) business days of receipt of the order, after which the supporter / agent shall be deemed to have accepted the order.
3.5 globeshop has the right to immediately modify, change or terminate the order by notifying the supporter / agent in writing prior to delivering the service to globeshop under the order.
3.6 In providing services, the supporters and the agency shall prompt the supporters to:
(A) Conduct the activities specified in forms and / or orders (if applicable) (including creation and provision of supporter content);
(B) produce the original, carefully created, and edited supporter content, whose overall quality is at least the same as the original content of the supporters published before globeshop became a supporter;
(c) to produce web celebrity content independently, provided that it should consider (at its reasonable discretion, using its technology and expertise) globeshop any feedback and / or requirements (including creative briefings provided from time to time);
(D) (if applicable) to participate in an event sponsored, promoted or supported by globeshop (the "Company Event"), subject to prior invitation submission by globeshop within at least five (5) days from the commencement of the Company event. Supporters should also respond within 48 (48) hours of receiving the globeshop invitation;
(e) ensure that the execution of its services does not involve any attempt to deceive globeshop or any other person and that the information provided to globeshop is not false, inaccurate or misleading;
(f) shall not publish, authorize or otherwise slander, discredit or otherwise undermine, statements or statements or other communications to globeshop or its affiliates or their respective products (whether through social media platforms or during live broadcasting), services, managers, directors, employees or shareholders (the "Corporate Entity");
(g) ensure that it does not contain any abusive or prohibited content (including, but not limited to: (i) inappropriate language, defamation, abusive, or infringing material, (including paranoia, racism, racial, gender, religious discrimination), nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeit or infringement of intellectual property rights; illegal drugs, drugs, or supplements, gambling or lottery, debt lending, or pornography), and any other references or material related to a corporate entity; and
(h) None of its obligations under this Terms of Service shall be subcontracted or delegated to any third party without prior written approval of globeshop.
3.7globeshop The Right to:
(A) Review and approve any other public announcements or content issued by the latter relating to this Terms of Service; and
(B) requests to delete, move, restrict or otherwise remove any supporter content from the public circulation (including cases where such supporter content from time to time violates any requirements of the globeshop).
4. Fee; invoice; tax
4.1 Expenses.
(A) As a consideration for the services provided by web celebrity, globeshop shall pay the fee calculated on the form and / or order (if applicable) ("expenses").
(b) Influencer acknowledges and agrees that: (i) no other fee, royalties, payments, amounts, fees or consideration paid to Influencer or any third party for globeshop receipt of the Services; (ii) it shall be solely responsible for any costs (including any loss or damage thereabove) for the provision of materials, tools and equipment required for the provision of the Services.
(c) The Proponents acknowledge and agree that globeshop's record are the sole, final and conclusive evidence of the Proponents' performance under this Terms of Services and any and all fees payable and are binding upon the proponents for all purposes related to this clause.
4.2 Payment.
(A) globeshop shall pay supporters undisputed fees under the form and / or order (if applicable), but may refuse to pay globeshop bona fide fees (or, if the disputed fee has been paid, globeshop may hold an equal amount from later payments), including a dispute relating to the invoice error or the amount paid.
(B) Payment of fees shall be transferred to the supporter's bank account (see the form). To avoid doubt, the supporter should ensure that the bank account details are accurate and valid so that globeshop can pay to the supporters. In case of any bank-related penalty due to inaccurate and / or invalid bank account information of the supporter, such penalty shall be borne solely by the supporter alone.
(c) The parties acknowledge and agree that globeshop is entitled to offset and use any amount due to or due to / or its Affiliates (if applicable) under any globeshop or any other transactions, agreements, contracts or debit notes, including but not limited to any amount, debts due, owed, claims, outstanding claims, claims, loss or damage to globeshop and / or its Affiliates (if applicable).
4.3 Taxes.
(A) For the purposes of this Terms of Service, "tax" means any tax, including, without limitation, service tax, consumption tax, VAT, goods and services tax, business tax and any similar local sales tax, withholding tax, indirect tax, personal income 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, globeshop may deduct any applicable tax through a reverse charge or similar mechanism.globeshop Any deducted tax amount shall be promptly remitted to the relevant governmental agency and written evidence shall be provided of such remittances acceptable to the supporters.
(C) The Parties shall be responsible for the payment of taxes arising from the Terms of Services as required by the applicable law of the relevant tax jurisdiction. Notwithstanding any other provision in these Terms of Service, if globeshop has any withholding obligation for any amounts payable under these Terms of Services, such payments shall be deemed to have included all taxes and globeshop is entitled to deductions and withholding from such payments. Payment of any tax subject to deduction and withholding for such payment under any provision of applicable law. To the extent of the amount so withheld and deducted under this clause, such withholding amount shall for all purposes of this Terms of Services be deemed to have been paid to the authority which made such deductions and withholding, and globeshop has no further obligation to pay the equivalent of such withholding amount or any portion thereof to the proponents.globeshop Will provide a receipt or other copy of such receipts to prove all taxes withheld from such payments. The Parties shall cooperate and strive to comply with all applicable documents and registration requirements to minimize the amount of withholding tax imposed (if any). Without affecting the generality of the above,
5. Intellectual property rights
5.1 Content rights of the supporters. Influencer acknowledges and agrees that Influencer Content was created by Influencer as a work produced in accordance with applicable law and that any and all rights, ownership and interests in Influencer content, including all intellectual property, are exclusively owned by globeshop. If any right, title or interest of the proponent Content does not belong to globeshop as an employment work, the proponent hereby unconditionally and irrevocably and permanently assigns all such rights, title and interests worldwide to globeshop. At any time at the request of globeshop, web celebrity shall sign any document in a form acceptable to globeshop to give full effect to globeshop's ownership of the aforementioned web celebrity content.If, at any time, at the request of globeshop, the proponent is failed or unable to execute any such documentation within fourteen (14) days, the proponents hereby irrevocably designate and appoint globeshop or its duly authorized officers and agents as agents and attorney ——, in fact, act for the benefit of the proponents. To perform and file any and all such documents and to perform all other legally permitted acts with the same legal effect and effect as a supporter performs or execution.globeshop Supporters of content with exclusive discretion in permanent use, reproduction, modification, adaptation, production of derivative works, release, distribution, distribution, public display, public dissemination, public performance, streaming transmission, broadcasting and use in other ways,No payment of any royalties, accounting or other amounts to supporters or any third party. The supporter hereby, on behalf of its own and its employees, contractors and agents, waives all mental and economic rights (or equivalent) arising in respect of the laws of any jurisdiction. If such rights cannot be waived under applicable law, proponents agree not to claim such rights against globeshop.
5.2 Individual rights of the supporters. Proponents hereby grant to globeshop within the maximum period permitted by applicable law a non-exclusive, global, irrevocable, transferable, re-licensable, and royalty-free license to use individual rights to promote and market globeshop and its associated services provided. Subordinate staff from time to time.
5.3globeshopIP。
(A) Influencer acknowledges and agrees that: (i) globeshop has the globeshop Terms of Service (including any customized, enhanced, altered, or derivative products) and the globeshop name, logo, and trademark (collectively, "globeshop IP"); (Iii) it shall at no time acquire any right, title or interest in globeshop intellectual Property or any part thereof; (iii) it shall not at any time seek to register, claim or claim any right, title or interest in globeshop Intellectual Property or any part thereof.
(B) globeshop hereby grants to Influencer non-exclusive, revocable, non-transferable, non-transferable and royalty-free licenses, To use globeshop IP Services (including Providing Services) only to the extent necessary for Influencer to fulfill its obligations under this clause, Assuming that all use of any globeshop logo, trademark and other brand equipment requires prior written consent from globeshop, Unless such use meets the terms of this service or globeshop instructions.
6. Service object
6.1 Supporters / Agents shall provide services to globeshop and its affiliates and in this Terms of Service, the mention of the globeshop will include globeshop affiliates unless otherwise required by the context.
7. Termination
7.1 Either Party may, without prejudice to its other rights and obligations under these Terms of Service, terminate this terms of Service at any time after sending a written notice of termination to the other Party, if:
(A) the other Party seriously violates any of its obligations, representations or warranties under these Terms of Service and fails to correct the breach within fourteen (14) days after written notice from the Terminating Party;
(b) the other party commits a series of defaults: (i) it may not be material; (ii) notify the other party; (iii) within fourteen (14) days of notice, if these uncured defaults generally constitute a material breach;
(C) a bankruptcy event occurs to the other party;
7.2globeshop This Terms of Service or any Order may be terminated without any reason (if applicable) at any time with only seven (7) days' written notice to the supporter / agency.
7.3 Termination The termination or expiration of these Terms of Service shall not prejudice the rights and liabilities of the parties that may arise prior to such expiration or termination, unless waived by the party in writing.
7.4 Upon termination of globeshop under Article 7.1 or 7.2, unless otherwise agreed in writing by the Parties, BBB / Agent shall immediately refund any fees paid by globeshop under this Terms of Service in the event of serious breach by BBB / Agent and at the date of termination for services not provided by the Supporter / Agency to the absolute satisfaction of globeshop
7.5 Expiration or termination of these Terms of Service shall not affect the validity or continuation of any provision, express or implied, intended to expire or thereafter, or terminate (including but not limited to Articles 5,7,9,10,11,12 and 13).