Effective Date: 27 December 2011

Welcome to the PROVIN ASIA MARKETING SDN BHD Platform

INTRODUCTION

1. The PROVIN MARKETING Platform is owned and operated by PROVIN ASIA MARKETING SDN BHD. Information about how to join and use the PROVIN ASIA MARKETING SDN BHD Platform forms part of these PROVIN ASIA MARKETING SDN BHD Platform Terms of Use (“Terms of Use”). By using the PROVIN ASIA MARKETING SDN BHD Platform, you agree to accept these Terms of Use and the Rules and Guidelines.

2. PROVIN ASIA MARKETING SDN BHD has created the PROVIN ASIA MARKETING SDN BHD Platform to allow Brands and Influencers to interact, form relationships, buy and sell Paid Content, and create and distribute sponsored Posts through the Influencer’s Channels (Instagram, Facebook, Twitter, Snapchat and other social media networks) subject to compliance with these Terms of Use. In these Terms of Use, Brands and Influencers are collectively and individually referred to as “users” or “you” as the context requires.

3. Your access to and use of the PROVIN ASIA MARKETING SDN BHD Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the PROVIN ASIA MARKETING SDN BHD Platform, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the PROVIN ASIA MARKETING SDN BHD Platform.

4. PROVIN ASIA MARKETING SDN BHD may at any time revise these Terms of Use by updating this page. Revisions will take immediate effect and may affect your ability to use the PROVIN MARKETING Platform. Since you are bound by these Terms of Use each time you use the PROVIN ASIA MARKETING SDN BHD Platform, you should check these Terms of Use for any revisions each time you use the PROVIN MARKETING Platform and wherever prompted to do so. Your use of the PROVIN ASIA MARKETING SDN BHD Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.

5. PROVIN ASIA MARKETING SDN BHD reserves the right to change the PROVIN ASIA MARKETING SDN BHD Platform in any way by giving you notice to the email address you have registered with us to you. Even if you have an Account, your ability to access and use the PROVIN ASIA MARKETING SDN BHD Platform may be terminated at any time without notice to you. If you do not agree to these Terms of Use, you must immediately exit the PROVIN ASIA MARKETING SDN BHD Platform.

6. Any costs associated with downloading, installing, accessing and using any element of the PROVIN ASIA MARKETING SDN BHD Platform remain your responsibility and are dependent on the service provider used.

7. PROVIN ASIA MARKETING SDN BHD makes no representation that the PROVIN ASIA MARKETING SDN BHD Platform (or any element of the PROVIN ASIA MARKETING SDN BHD Platform) is appropriate or available for use in all locations.

8. If you are the driver of a vehicle (or other form of transport), you must not use the PROVIN ASIA MARKETING SDN BHD Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the PROVIN ASIA MARKETING SDN BHD Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the PROVIN ASIA MARKETING SDN BHD Platform. In the interests of safety at all other times, PROVIN ASIA MARKETING SDN BHD recommends that you only use the PROVIN ASIA MARKETING SDN BHD Platform when it is lawful and safe to do so.

USING THE PROVIN MARKETING PLATFORM

9. The PROVIN ASIA MARKETING SDN BHD Platform allows Brands to create Influencer Marketing Campaigns and Content Only Campaigns, which are then shared with Influencers. Influencers can respond to a Campaign by creating a Post or Paid Content and submitting it to the relevant Brand for approval. Influencers earn compensation when:

10. In relation to Influencer Marketing Campaigns, a Brand approves a Post and the Post is published to the Influencer’s Community via his or her Channels, as selected; or

11. In relation to Content Only Campaigns, a Brand approves Paid Content and acquires rights to use that Content in accordance with a Rights License. zThe relevant Brand is solely responsible for reviewing and approving all Paid Content and Posts that form part of their Campaign and for the payment of the applicable Post Fee or Paid Content Fee to Influencers, nor is PROVIN ASIA MARKETING SDN BHD liable in any way for the content of any Paid Content or Post. These Terms of Use shall apply to all transactions conducted through the PROVIN ASIA MARKETING SDN BHD Platform.

12. Content is provided by the relevant Influencer or Brand, as applicable, and is not moderated, approved or endorsed by PROVIN ASIA MARKETING SDN BHD. Accordingly, no Content constitutes a representation by PROVIN ASIA MARKETING SDN BHD, nor does PROVIN ASIA MARKETING SDN BHD accept any liability for the legality, validity, accuracy or suitability of any content provided by Influencers or Brands. If you have a question or concern about Content, including your rights to reproduce it, you must make your own inquiries to PROVIN MARKETING directly, or if advised by PROVIN ASIA MARKETING SDN BHD , by contacting the relevant Influencer or Brand directly. You agree that PROVIN ASIA MARKETING SDN BHD is not responsible for, and does not endorse, any Content posted using the PROVIN ASIA MARKETING SDN BHD Platform. PROVIN ASIA MARKETING SDN BHD does not have any obligation to pre-moderate, monitor, edit or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.

11. Influencers and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the PROVIN ASIA MARKETING SDN BHD Platform. Without limiting any other rights or remedies available to PROVIN ASIA MARKETING SDN BHD, any attempt to circumvent the PROVIN MARKETING Platform may result in removal from the PROVIN ASIA MARKETING SDN BHD Platform at PROVIN ASIA MARKETING SDN BHD’s sole discretion.

12. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the PROVIN ASIA MARKETING SDN BHD Platform to a human perceivable form; distribute or republish any element of the PROVIN ASIA MARKETING SDN BHD Platform in any way; resell, rent, lease or lend any element of the PROVIN ASIA MARKETING SDN BHD Platform; defeat, disable or circumvent any security feature of the PROVIN ASIA MARKETING SDN BHD Platform; or transfer any element of the PROVIN ASIA MARKETING SDN BHD Platform to any third party.

13. The PROVIN ASIA MARKETING SDN BHD Platform is designed for use by people aged 16 years and over. Users under the age of 16 years may only use the PROVIN ASIA MARKETING SDN BHD Platform with the consent of a parent or legal guardian. To use the PROVIN ASIA MARKETING SDN BHD Platform, you must be eligible to use the social media platforms (under the relevant platforms prevailing terms of use) upon which you intend to publish Posts.

14. You are solely responsible for your interactions with other users of the PROVIN ASIA MARKETING SDN BHD Platform. You agree that PROVIN ASIA MARKETING SDN BHD is not responsible for the conduct of any user.

15. You must not engage in crawling, scraping, caching or otherwise accessing any content on the PROVIN ASIA MARKETING SDN BHD Platform via automated means, except with PROVIN ASIA MARKETING SDN BHD’s written consent.

16. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between PROVIN ASIA MARKETING SDN BHD and any user.

17. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferrable license to access and use the PROVIN ASIA MARKETING SDN BHD Platform in the manner anticipated in these Terms of Use. Any costs associated with accessing and using the PROVIN ASIA MARKETING SDN BHD Platform generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the PROVIN ASIA MARKETING SDN BHD Platform and meets all relevant technical specifications necessary to obtain the benefit of the PROVIN ASIA MARKETING SDN BHD Platform.

18. The PROVIN ASIA MARKETING SDN BHD Platform may contain links to other sites not maintained by PROVIN ASIA MARKETING SDN BHD (“Linked Sites”). PROVIN ASIA MARKETING SDN BHD is not responsible for the content of any Linked Sites, whether or not PROVIN ASIA MARKETING SDN BHD is affiliated with the Linked Sites. PROVIN ASIA MARKETING SDN BHD does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites. To the extent that these Linked Sites collect personal information or contributions from you, PROVIN ASIA MARKETING SDN BHD shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for your convenience only and you agree to access them at your own risk.

19. The PROVIN ASIA MARKETING SDN BHD Platform may also utilize social network or share functionality and may contain social media links, applications or features (including but not limited to Instagram, Facebook, Twitter, YouTube and Snapchat). Your use of any social media platforms is subject to the particular social media platform’s prevailing terms of use. By using any social media applications or features on the PROVIN ASIA MARKETING SDN BHD Platform, you consent and agree to be bound to the particular terms of use of the social media platform. You also acknowledge and consent to the PROVIN ASIA MARKETING SDN BHD Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms of use of each social media platform before engaging or interacting with the social media links, applications or features on the PROVIN ASIA MARKETING SDN BHD Platform. The PROVIN ASIA MARKETING SDN BHD Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.

REGISTERING AN ACCOUNT

20. In order to use the PROVIN ASIA MARKETING SDN BHD Platform, Influencers must register an account via the PROVIN ASIA MARKETING SDN BHD Platform in the manner required and as set out in these Terms of Use (“Influencer Account”) and Brands must register an account via the PROVIN ASIA MARKETING SDN BHD Platform in the manner required and as set out in these Terms of Use (“Brand Account”).

21. PROVIN ASIA MARKETING SDN BHD reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of PROVIN ASIA MARKETING SDN BHD is final and no correspondence will be entered into.

22. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the PROVIN ASIA MARKETING SDN BHD Platform. You may never use another’s Account without their permission.

23. You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify PROVIN ASIA MARKETING SDN BHD of any unauthorized use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify PROVIN ASIA MARKETING SDN BHD when you desire to cancel your Account.

24. PROVIN ASIA MARKETING SDN BHD will not be responsible or liable for any loss or damage arising from your failure to comply with this provision. PROVIN ASIA MARKETING SDN BHD retains the right and absolute discretion to terminate your Account and/or access to the PROVIN ASIA MARKETING SDN BHD Platform (or any element thereof) if it believes that you are abusing or tampering with the PROVIN ASIA MARKETING SDN BHD Platform (or any element thereof) in any way, that you have breached these Terms of Use, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardize the proper administration of the PROVIN ASIA MARKETING SDN BHD Platform (or any element thereof). PROVIN ASIA MARKETING SDN BHD’s legal rights to recover damages or other compensation from such an offender are reserved.

25. The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. PROVIN ASIA MARKETING SDN BHD reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.

26. Users understand that in creating an Account they are providing their information to PROVIN ASIA MARKETING SDN BHD and not to any social media platform. Users of the PROVIN ASIA MARKETING SDN BHD Platform (whether Influencers or Brands) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the PROVIN ASIA MARKETING SDN BHD Platform agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the PROVIN ASIA MARKETING SDN BHD Platform. Any questions, comments or complaints about the PROVIN ASIA MARKETING SDN BHD Platform must be directed to PROVIN ASIA MARKETING SDN BHD and not to any media or social media platforms. For the purposes of this provision, PROVIN ASIA MARKETING SDN BHD contracts on its own behalf and also on behalf of the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms where acts or omissions cause loss or damage to such social media platforms or to PROVIN ASIA MARKETING SDN BHD.

ADDITIONAL TERMS FOR INFLUENCERS

27. Conditions 28-50 apply only to Influencers participating in the PROVIN ASIA MARKETING SDN BHD Platform.

Influencer Eligibility

28. Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register an Influencer Account, but in order to participate in any Campaigns and earn compensation via the PROVIN ASIA MARKETING SDN BHD Platform, Influencer’s must meet the following minimum standards:

29. at least 5000 followers on the Influencer’s Channels;

30. Influencer’s Channels must be public (viewable by anyone);

31. have at least 20 post;

32. have a minimum average engagement rate of at least 2%, 3% in some cases and;

33. Influencer’s Channels may not contain content that is contrary to these Terms of Use or to the terms of use of the relevant social media platform of the Influencer’s Channels.

Further Terms for Influencer Accounts

29. If you do not meet the minimum standard in condition 29 above, you may not be able to participate in Campaigns or access the full functionality of the PROVIN ASIA MARKETING SDN BHD Platform.

30. In order to submit a Post, an Influencer must connect their Instagram account, Twitter account, Facebook Page or other social media account in the manner required.

Influencer Compensation

31. In relation to Influencer Marketing Campaigns, once a Post has been approved by a Brand, you are required to publish the Post to your relevant Channel through the PROVIN ASIA MARKETING SDN BHD platform in the manner required within 48 hours of the Post being approved. You will not have an opportunity to edit a Post after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts. PROVIN ASIA MARKETING SDN BHD merely provides a service allowing Brands to approve Posts before publication, but the publishing of Posts via the PROVIN ASIA MARKETING SDN BHD Platform remains your responsibility.

32. In relation to Content Only Campaigns, once Paid Content has been approved by a Brand, you agree that you must not share the Paid Content on your Channels or elsewhere.

33. Before receiving any Payments, you will be asked to provide financial details including your nominated bank account or PayPal account details. After an approved Post is published, or Paid Content is accepted by a Brand, you will be entitled to be paid the Post Fee or Paid Content Fee, subject to your compliance with these Terms of Use and the Rules and Guidelines. If you do not comply, you will not be paid. It is your responsibility to notify PROVIN ASIA MARKETING SDN BHDin the event that you are registered for and liable to pay VAT as applicable, and to keep PROVIN ASIA MARKETING SDN BHD up to date with your registered VAT details as applicable. PROVIN ASIA MARKETING SDN BHD will pay the Post Fee or Paid Content Fee into your nominated bank account or PayPal account (as supplied by you via the PROVIN ASIA MARKETING SDN BHD Platform in the manner required) on behalf of the Brand by approximately 7 days after payment has been received from the Brand. No payments other than the Post Fee or Paid Content Fee are payable in respect of each approved Post or Paid Content. You are responsible for the accuracy of your nominated bank account or PayPal account details. Bank or PayPal fees may apply at your expense.

34. You acknowledge and agree that the relevant Brand, not PROVIN ASIA MARKETING SDN BHD, will be solely liable for Payment of the applicable Post Fee for the approved Post. PROVIN ASIA MARKETING SDN BHD merely facilitates such Payment on behalf of the Brand and, while PROVIN ASIA MARKETING SDN BHD may remit payment to the Influencer directly to the account details provided by Influencer, under no circumstances does PROVIN ASIA MARKETING SDN BHD accept liability for Payment of the Post Fee. You agree that you will not pursue any actions, legal or otherwise, against PROVIN ASIA MARKETING SDN BHD for any non-payment, and that this provision constitutes a bar to any such proceedings.

Terms for Participating in a Campaign

35. Posts and Paid Content must adhere to the requirements contained in these Terms of Use, the Rules and Guidelines and any additional requirements imposed by Brands as part of a Campaign and advised to Influencer at the time of submitting the Post for approval (Dos and Don’ts). Posts which do not comply with this condition may be removed from the PROVIN MARKETING Platform at PROVIN MARKETING’s absolute discretion.

36. When required by law, influencers must clearly disclose in sponsored Posts their relationship with the Brand. PROVIN MARKETING requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between Influencer and the Brand. This may be achieved through the use of hashtags such as #advertisement, #sponsored or #ad or through other means suitable to your particular circumstances, Community and Channels. PROVIN MARKETING reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Influencers in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at PROVIN MARKETING’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the PROVIN MARKETING Platform.

37. Influencers must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behavior such as (but not limited to), purchasing followers, likes or engagement. In the event that PROVIN MARKETING suspects (in its sole discretion) that Influencers are not complying with the requirement for followers to be authentic and organically grown, PROVIN MARKETING reserves the right to remove Influencers from the PROVIN MARKETING Platform.

38. You warrant, in respect of each Post and all Paid Content you upload to the Application, submit to a Brand for approval, or publish to a Channel via the PROVIN MARKETING Platform, that:

39. you are aged over 16 years or over 13 years and have your parent or legal guardian’s consent;

40. for Influencers aged over 16 years, if your Post or Paid Content features children aged 16 or younger, that you are the parent or legal guardian of those children;

41. for Influencers aged 13 years to 16 years, that you have your parent or legal guardian’s consent and that your Post or Paid Content does not feature other children aged 16 years or younger;

42. you own the Intellectual Property Rights in the relevant Post and have the right, as applicable, to license the Post to PROVIN MARKETING and the Brand in the manner set out in these Terms of Use or to sell the Paid Content to PROVIN MARKETING for use by PROVIN MARKETING, the Brand or any third party in the manner set out in these Terms of Use;

43. the relevant Post or Paid Content does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;

44. the relevant Post or Paid Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;

45. any and all opinions and views stated in the relevant Post or Paid Content are genuinely held by you;

46. and any and all statements in the relevant Post or Paid Content regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify PROVIN MARKETING if your opinion of the Brand changes from that which you have expressed to date;

47. the relevant Post or Paid Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;

48. the relevant Post or Paid Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;

49. if the relevant Post or Paid Content includes any Third-Party Material (including music or personality/talent rights), that all such Third-Party Material and any associated license terms or use limitations have been fully disclosed to PROVIN MARKETING and the Brand;

50. if you are a member of any guild, union or industrial organization, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;

51. if the relevant Post or Paid Content contains images or references to third parties or third party property, including music, that the third party (or third party property owner) has been informed and agrees in writing that such images, property or references may be included in the Post or Paid Content and used by PROVIN MARKETING, the Brand or any other third party in accordance with these Terms of Use without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting PROVIN MARKETING, the Brand or any other third party; and

52. the use of the Post or Paid Content and the exercise of the Intellectual Property Rights in the relevant Post or Paid Content by the Brand and PROVIN MARKETING will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.

53. You acknowledge and agree that the Brand and PROVIN MARKETING has the right at any time to moderate any Post after publication to a Channel and that you will immediately make any reasonable modification or amendment requested by PROVIN MARKETING or the relevant Brand to the Post, subject to compliance with these Terms of Use and the Rules and Guidelines. You also acknowledge and agree that if you post an incorrect Post, the Brand or PROVIN MARKETING may request that you post the correct approved Post and that you will immediately comply with such a request.

54. You acknowledge and agree that the Brand and PROVIN MARKETING has the right at any time to request that you remove any approved Post from you Channels and that you will comply with such a request immediately upon receipt of notification, subject to Payment in full to you of the Post Fee in accordance with these Terms of Use.

55. PROVIN MARKETING and the relevant Influencer and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by PROVIN MARKETING and the relevant Influencer and Brand before publication.
    

Influencer Marketing Campaigns – Rights in Posts

42. All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the Influencer. Nothing in these Influencer & Brand Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including PROVIN MARKETING or the Brand.

43. In consideration of Payment of the Post Fee, the Influencer agrees to grant in respect of each and every Post:

44. to PROVIN MARKETING (and its agents) the right to edit and re-format the Post into such formats or versions for use by PROVIN MARKETING in such media as PROVIN MARKETING requires in accordance with this clause;

45. to PROVIN MARKETING (and its agents):

46. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Post for the purpose of marketing and promoting PROVIN MARKETING (and its products and services) in any manner, without further notification to or consent of the Influencer or any further compensation payable to the Influencer;

47. the right to use the Influencer’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of PROVIN MARKETING and internal communications of PROVIN MARKETING); in all social media (including but not limited to the social media channels of PROVIN MARKETING); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

48. to the relevant Brand (and its agents):

49. the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of thirty (30) days expiring on the thirtieth day after the Post was first published; and

50. the right to use the Influencer’s Identity and performances in the Post and to communicate the post to the public and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

51. You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the period in condition 43(3)(1) has expired.

52. As an Influencer, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorized by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Post.
    

Content Only Campaigns – Rights in Paid

46. Content Content Only Briefs give Influencer’s the opportunity to sell Content without the need to post the Content to their Channels.

47. When you upload Paid Content in response to a Content Only Brief, you may be presented with a special Content Rights Terms document.

48. You agree that all right, title and interest in all Intellectual Property Rights in Paid Content is absolutely and unconditionally assigned to PROVIN MARKETING on the terms of use stated in the Content Rights Terms document, upon payment to you of the Paid Content Fee. For the avoidance of doubt, the assignment of Intellectual Property Rights is only effective upon your Paid Content being accepted and PROVIN MARKETING making payment of the Paid Content Fee.

49. You acknowledge and agree that upon payment of the Paid Content Fee the Paid Content and all Intellectual Property Rights subsisting in Paid Content irrevocably becomes the property of PROVIN MARKETING. This assignment is absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the Paid Content to any other person or entity (including a Brand), licensing the Paid Content to any other person or entity (including a Brand), the making of any modifications, enhancements, adaptations or versions of the Paid Content, creating derivative works, and including any releases of the Paid Content in any medium. You must, upon request by PROVIN MARKETING, execute all documents and perform all acts necessary to vest all intellectual property rights in the Paid Content in PROVIN MARKETING.

50. Influencers acknowledge and agree that Paid Content must not be posted to their Channels or published in any other way under any circumstances, including re-posting or commenting upon the Content after it has been posted or shared by PROVIN MARKETING or a Brand. Upon payment of the Paid Content Fee, Paid Content becomes the property of PROVIN MARKETING, pursuant to the Content Rights Term document.

51. By submitting Paid Content, Influencers grant to PROVIN MARKETING and its successors, licensees and assigns, to the maximum extent permitted by law, genuine consent to use, deal, reproduce, publish, transmit, adapt, edit, change, modify or relocate the Paid Content, whether in whole or in part, and whether alone or in combination with any other materials

Influencer Restraints

52. As an Influencer, you agree that you will not:

53. delay posting your Post after the Brand has given its approval to your Post and you must publish your approved Post no later than 48 hours after receiving notification of the Brand’s approval (unless the Brand stipulates a different timeline);

54. for a period of five (5) hours after a Post is published, post, share, repost any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post;

55. remove the Post from your Channels for a period of 30 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;

56. edit any approved Post before or after it has been published other than in accordance with these Terms of Use;

57. parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;

58. create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services; and

59. grant any further rights in a Post to a Brand without the written permission of PROVIN MARKETING and appropriate fees being negotiated on a reasonable basis. PROVIN MARKETING will charge a reasonable service fee for negotiating any use extensions between you and a Brand; and

60. accept or attempt to negotiate with a Brand more than one Post per Post Fee.

61. You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and PROVIN MARKETING and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and PROVIN MARKETING.

Influencer Relationship with PROVIN MARKETING and the Brand

54. As an Influencer, you will at all times perform your obligations and provide Posts or Paid Content to PROVIN MARKETING and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither PROVIN MARKETING nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either PROVIN MARKETING or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.

55. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by the Brand, PROVIN MARKETING or any their respective successors or licensees. You hereby release the Brand, PROVIN MARKETING and their respective agents, employees, successors and licensees, from any and all claims by you or under your authority arising out of or in connection with any portrayal, representation, impersonation or depiction of you under these Terms of Use.

56. You acknowledge that PROVIN MARKETING has not made any guarantees in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise.

57. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the PROVIN MARKETING Platform. Any attempt to circumvent the PROVIN MARKETING Platform may result in the removal of you from the PROVIN MARKETING Platform in PROVIN MARKETING’s sole discretion. ADDITIONAL TERMS FOR BRANDS

58. Conditions 58-92 apply only to Brands participating in the PROVIN MARKETING Platform.

Further Terms for Brand Accounts

59. To register a Brand Account, you must create a Brand Account in in the manner required, including providing your full name, email address, telephone number and password, and providing payment details where requested. You will not be charged to create a Brand Account. You will only ever be charged when you approve a Post.

60. PROVIN MARKETING may, at its sole discretion, implement/change the minimum spend for Brand Accounts.

61. Brands are able to create two types of Campaigns: Influencer Marketing Campaigns and Content Only Campaigns.

62. Brand agrees to grant in respect of all Content uploaded to the PROVIN MARKETING Platform as part of a Campaign:

63. to grant to PROVIN MARKETING (and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Content for the purpose of marketing and promoting PROVIN MARKETING (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and

64. with respect to Influencer Marketing Campaigns, to grant to the relevant Influencer, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to post, share, comment upon and re-post the relevant Content across their Channels as part of any approved Post in accordance with these Terms of Use and the House Rules.

65. With respect to Influencer Marketing Campaigns, Brand acknowledges and agrees that the Brand’s use of any Post is strictly conditional upon payment of the Post Fees and then only in accordance with these Terms of Use.

66. With respect to Content Only Campaigns, Brand acknowledges and agrees that the Brand’s use of any Paid Content is strictly conditional upon payment of the Paid Content Fee.

67. PROVIN MARKETING has the right to cancel, suspend, restrict services to and/or terminate a Brand’s account if PROVIN MARKETING believes (in its sole discretion) that the Brand is not using the PROVIN MARKETING Platform in a fair and reasonable way, or are attempting to use the PROVIN MARKETING Platform in a way which does not treat the Influencers or the PROVIN MARKETING Platform in a fair and reasonable way and/or in accordance with the purposes for which the PROVIN MARKETING Platform were intended.

Payment Terms for Brands

66. You agree to pay PROVIN MARKETING all fees and charges made to your Brand Account for agreed Post Fees and Paid Content Fee and use of the PROVIN MARKETING Platform, in accordance with these Terms of Use.

67. You must pay all charges in the manner set out in the PROVIN MARKETING Platform or as otherwise advised by PROVIN MARKETING in writing from time to time. If no manner for payment is stated, the payment must be made by credit card using a provider authorized by PROVIN MARKETING. PROVIN MARKETING reserves the right to charge a credit card surcharge.

68. Brands and Media Agencies may request that PROVIN MARKETING issue a quotation for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign, prior to the commencement of the Campaign.

69. PROVIN MARKETING reserves the right to refuse any quotation request in its sole discretion.

70. In the event that a Brand or Media Agency requests a quotation and PROVIN MARKETING approves, the Brand or Media Agency to pay by Invoice. If a Brand or Media Agency is not domiciled in Malaysia, then Invoices will not include SST (but may include other applicable tax where relevant)

71. Where no terms of payment are stated on an Invoice or otherwise agreed with PROVIN MARKETING in writing, the following standard payment terms apply:

72. Transactions made on Credit Card are charged upon purchase

73. 10 days from date of invoice for approved Brands and Agencies

74. Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must approve the quotation or purchase order (or similar) approving the fees and charges to be included on the Invoice.

75. Fees and charges paid to PROVIN MARKETING pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign.

76. Payment of all Invoices is due in accordance with these Terms of Use.

77. Where PROVIN MARKETING approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorizes PROVIN MARKETING, its employees, servants and agents to make such enquiries as PROVIN MARKETING deems necessary to investigate the Brand or Media Agency’s credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers (“Information Sources”), and the Brand or Media Agency hereby authorizes such Information Sources to disclose to PROVIN MARKETING, its employees, servants and agents, all information requested by PROVIN MARKETING for the purpose of assessing your credit worthiness. Any terms of credit offered by PROVIN MARKETING, including where PROVIN MARKETING approves payment by Invoice, may be varied by PROVIN MARKETING in its sole discretion and advised to you in writing.

78. Media Agencies using the PROVIN MARKETING Platform acknowledge and agree PROVIN MARKETING is a cost of good. No agency rebates will be given without written confirmation.

79. When you approve a Post or Paid Content, you undertake that you are an authorized user of the card or account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means.

80. In relation to Influencer Marketing Campaigns upon an Influencer publishing an approved Post, you authorize us to debit the Brand Fee that is payable for the Post from your nominated card or account (as applicable) in order to pay the charges.

81. In relation to Content Only Campaigns, upon an Influencer submitting Paid Content, you authorize us to debit the applicable Rights Fee that is payable for the Paid Content from your nominated card or account (as applicable) in order to pay the charges.

82. If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than RM10.00 per month. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the PROVIN MARKETING Platform. You may also be liable to pay interest on any amount outstanding on the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the PROVIN MARKETING Platform or to suspend or terminate any current Campaigns.

83. Brand acknowledges and agrees that it may not offer a product, service or other non-monetary arrangement to an Influencer as partial or full payment by a Brand for an Influencer’s Post;

Terms for Campaigns

82. PROVIN MARKETING in its sole discretion reserves the right to reject Campaigns.

83. You agree that you will not negotiate terms or payment to Influencers outside the PROVIN MARKETING Platform. Any attempt to circumvent the PROVIN MARKETING Platform may result in the removal of the Brand from the PROVIN MARKETING Platform in PROVIN MARKETING’s sole discretion. Each Post shall have a Post Fee and all Paid Content shall have a Paid Content Fee, and Brands and Influencers may not circumvent the Post Fee or Paid Content Fee by negotiating or attempting to negotiate multiple Posts or Paid Content for Post Fees or Paid Content Fees.

84. You must not attempt to instruct, coerce or manipulate Influencer to hide the commercial relationship between the Brand and the Influencer. Such attempts may result in Brand being immediately removed from the PROVIN MARKETING Platform.

85. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising, including within the social media channel upon which the Post was published (for example, via Facebook Power Editor).

86. If the Brand fails to pay the Rights Fee in accordance with these Terms of Use or as otherwise agreed by PROVIN MARKETING in writing, the Rights License is automatically terminated and the Brand must immediately cease use of the applicable Paid Content.

87. If you wish to use Paid Content other than in accordance with the Rights License you select, you must contact PROVIN MARKETING directly at the contact details set out in these Terms of Use. Additional fees may apply.

88. You warrant that:
    1. you own the Intellectual Property Rights in Content you upload to the PROVIN MARKETING Platform and have the right to license the Content to PROVIN MARKETING and Influencers in the manner set out in these Terms of Use; or
    2. you have the right to license the Content to PROVIN MARKETING and Influencers in the manner set out in these Terms of Use; and
    3. you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have;
    4. any Content you upload to the PROVIN MARKETING Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive; and
    5. where the Paid Content or Posts include Third Party Material, you will strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licenses required for your intended use of the Post or Paid Content prior to use of such Post or Paid Content, including obtaining any licenses required with respect to Third Party Material.

89. In the event an Influencer meets the requirements outlined in a Campaign and you approve the Post or Paid Content, you will not deny Payment to PROVIN MARKETING for the Post or Paid Content. PROVIN MARKETING will make payment of the Post Fee or Paid Content to the Influencer 7 days after receiving Payment of the Brand Fee from you, unless the Influencer has otherwise breached these Terms of Use or the Rules and Guidelines. PROVIN MARKETING is not responsible for identifying any breach of these Terms of Use or the Rules and Guidelines by an Influencer.

90. Brand agrees that PROVIN MARKETING is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Influencers. Brand acknowledges and agrees that PROVIN MARKETING is not responsible or liable for the content of any Post.

91. Brand acknowledges that Influencers are independent third parties and not directly controlled by PROVIN MARKETING. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that PROVIN MARKETING has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.

92. You acknowledge that PROVIN MARKETING has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
    

PROVIN MARKETING’S INTELLECTUAL PROPERTY

93. All PROVIN MARKETING Materials on the PROVIN MARKETING Platform are protected by all applicable laws including copyright and trade mark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the PROVIN MARKETING Materials to a Brand or Influencer.

94. All right, title and interest in all Intellectual Property Rights in all of PROVIN MARKETING’s brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the PROVIN MARKETING Platform (the “Brand Features”) are the property of PROVIN MARKETING and will remain or be vested in PROVIN MARKETING at all times. Your use of the PROVIN MARKETING Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the PROVIN MARKETING Platform. PROVIN MARKETING, on a case by case basis and to the extent required, grants to you a limited, non-exclusive license to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the PROVIN MARKETING Platform.
    

INFLUENCER & BRAND REPRESENTATIONS AND WARRANTIES

95. Influencers and Brands participating in the PROVIN MARKETING Platform warrant, represent and covenant that:
    1. all information you provide to PROVIN MARKETING upon registering for an
    Account is true, accurate and complete and not misleading;
    2. any third-party social media accounts to which you link are:
    
    1. your own accounts;
    2. if the Account refers to a Brand, that you are the authorized representative of the Brand with the right to access its social media accounts and represent its interests; and
    3. if the Account refers to an individual other than you, you are the authorized representative of that individual with the right to access his or her social media accounts and control his or her interests 3. You have the right and authority to create an Account and agree to these Terms of Use and Rules and Guidelines, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Use and to use the PROVIN MARKETING Platform on its or his or her behalf;
    4. You are authorized to submit Content, as applicable, in the manner invited via the PROVIN MARKETING Platform;
    5. any Content you submit to the PROVIN MARKETING Platform will not contain anything that;
    
    1. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
    2. is copied or adapted either wholly or substantially from any other work or material;
    3. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behavior or sexually suggestive imagery;
    4. parodies, disparages or makes fun of PROVIN MARKETING or its products of services or PROVIN MARKETING generally in any way;
    5. solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
    6. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
    7. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
    8. infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
    

ACKNOWLEDGEMENTS

96. The Brand and the Influencer acknowledge that:
    1. neither the Influencer nor PROVIN MARKETING is required to purchase any of the Brand’s products or services;
    2. Brand may, in its sole discretion, arrange to send an Influencer a sample product. Influencer may request a Brand to send a sample product, but Brand is under no obligation to do so;
    3. PROVIN MARKETING will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to an Influencer. Address provided by Influencer through the PROVIN MARKETING Platform is not verified by PROVIN MARKETING;
    4. if Brand sends a sample product to an Influencer, there is no guarantee that the Influencer will submit a Post about the product. All product reviews must reflect the Influencer’s genuinely held beliefs;
    5. if an Influencer chooses or accept to purchase a product, there is no guarantee that Influencer’s Post(s) about the product will be approved by the Brand;
    6. a product, service or other non-monetary arrangement cannot be offered or used as partial or full payment by a Brand for an Influencer’s Post;
    7. nothing in these Terms of Use grants to the Brand any ownership rights in the Intellectual Property Rights in the Posts or the Influencer’s Identity;
    8. nothing in these Terms of Use grants to the Influencer any ownership rights in the Intellectual Property Rights of the Brand; and
    9. nothing in these Terms of Use requires the Brand to make use of any of the rights granted to the Brand by the Influencer under this Agreement.

97. You agree to indemnify, and must defend and hold harmless, PROVIN MARKETING and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the PROVIN MARKETING Platform):
    1. your Content or access to the PROVIN MARKETING Platform;
    2. your breach of these Terms of Use, the Rules and Guidelines or any of the warranties or covenants given or made by you;
    3. your claim against a Brand for any reason;
    4. your claim against an Influencer for any reason;
    5. any claim by any third party (including any other brand or influencer) arising directly or indirectly from you breach of any of the provisions of these Terms of Use or Rules and Guidelines;
    6. any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights.
    7. your violation of any applicable laws, rules or regulations; and
    8. any misrepresentation made by you.
    

LIMITATION OF LIABILITY

98. In using the PROVIN MARKETING Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will PROVIN MARKETING be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the PROVIN MARKETING Platform.

99. Any liability of PROVIN MARKETING to a Brand in connection with these Terms of Use, the Rules and Guidelines or the Brand’s use of the PROVIN MARKETING Platform, regardless of the form or cause of action, shall be limited to the amount actually paid by the Brand to PROVIN MARKETING for the services related to the Brand’s most recent Campaign. PROVIN MARKETING shall not be liable to Influencers for damages of any kind arising out of the Influencer’s use of the PROVIN MARKETING Platform. Without limiting their foregoing, in no event shall PROVIN MARKETING or any of its associated entities, successors in title, licensees or assigns be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, the PROVIN MARKETING Platform, these Terms of Use, the Rules and Guidelines or any Post, Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if PROVIN MARKETING or any other party has been advised of the possibility of such damages.
    

DISCLAIMER

100. Whilst PROVIN MARKETING endeavors to take all reasonable steps to ensure that the PROVIN MARKETING Platform operates as expected, the PROVIN MARKETING Platform and its entire contents are provided on an “as is” and “as available” basis without any warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. PROVIN MARKETING disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. PROVIN MARKETING does not make any guarantees and does not provide any undertaking that the PROVIN MARKETING Platform will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that you use the PROVIN MARKETING Platform at your own risk and that PROVIN MARKETING disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the PROVIN MARKETING Platform, whether they are direct or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the PROVIN MARKETING Platform. You assume total responsibility for your use of the PROVIN MARKETING Platform, including compliance with all applicable road rules and regulations. Your sole remedy against PROVIN MARKETING for dissatisfaction with the PROVIN MARKETING Platform or any content is to stop using the PROVIN MARKETING Platform or such Content. This limitation of relief is a part of the bargain between the parties.

101. If the supply of any goods or services by PROVIN MARKETING to a Brand or Influencer constitutes a supply of goods and/or services to a consumer then subject to the limitation to this clause below and unless the goods and/or services are Consumer Goods or consumer services, PROVIN MARKETING’s and its affiliates’ and related entities’, its servants’, employees’ and agents’ liability for any breach of these Terms of Use, including any liability for any losses or consequential losses which the Brand or Influencer may suffer or incur because of a failure to comply with a consumer guarantee will be limited as PROVIN MARKETING may elect in its sole discretion, in the case of services supplied or offered by PROVIN MARKETING , to either (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again or, in the case of goods supplied or offered by PROVIN MARKETING, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired.

102. In these Terms of Use Consumer Goods means ‘goods of a kind ordinarily acquired for personal, household or domestic use or consumption’;

MONITORING

103. PROVIN MARKETING reserves the right to monitor the PROVIN MARKETING Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, PROVIN MARKETING may close or freeze the Account immediately. PROVIN MARKETING retains the right and absolute discretion to suspend or terminate your Account, and/or access to the PROVIN MARKETING Platform generally without notice if PROVIN MARKETING believes you have abused any privilege accorded to you as a participant in the PROVIN MARKETING Platform, supplied misleading information or made any misrepresentations to PROVIN MARKETING in connection with the PROVIN MARKETING Platform tampered with the PROVIN MARKETING Platform in any way, breached these Terms of Use or the Rules and Guidelines, or engaged in any unlawful or other improper misconduct calculated to jeopardize the proper administration of the PROVIN MARKETING Platform. PROVIN MARKETING retains the right to remove any Content that it considers breaches these Terms of Use or the House Rules. In the event of termination or suspension of your Account in accordance with these Terms of Use, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. PROVIN MARKETING’s legal rights to recover damages or other compensation from you are reserved.
     

GENERAL TERMS

104. If the PROVIN MARKETING Platform is not capable of running as planned for any reason beyond the reasonable control of PROVIN MARKETING, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the PROVIN MARKETING Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the PROVIN MARKETING Platform, PROVIN MARKETING reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the PROVIN MARKETING Platform.

105. These Terms of Service will be governed by and construed in accordance with the laws of Malaysia, and the courts of Malaysia will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.

106. No additional Influencer, Brand or Media Agency originating agreement or other terms and may be imposed on PROVIN MARKETING unless agreed by PROVIN MARKETING in writing and, in such case, if any terms of use in an Influencer, Brand or Media Agency originating agreement or other terms of use are inconsistent with these Terms of Use, these Terms of Use shall prevail to the extent of any inconsistency.

107. If you are using the PROVIN MARKETING Platform on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and PROVIN MARKETING and govern your use of the PROVIN MARKETING Platform, superseding any prior agreements between you and PROVIN MARKETING. You will not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the prior written consent of PROVIN MARKETING. PROVIN MARKETING may assign its rights or obligations hereunder at its sole discretion.

108. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

CONTACT AND HELP DETAILS
109. You may contact PROVIN MARKETING via:

Mail: 6, Jalan Kampung Pasir, Off, Jln Klang Lama, 58200 Kuala Lumpur, Federal Territory of Kuala Lumpur
Email: admin@provinasia.com

INTERPRETATION

101.The following terms have the following meanings in these Terms of Use:
1. “Account” means a Brand Account or an Influencer Account;
2. “Brand” means any person or entity, or its duly authorized agents or representatives, that use the PROVIN MARKETING Platform for the purpose of creating Campaigns;
3. “Brand Account” means an account to use the PROVIN MARKETING Platform as a Brand.
4. “Brand Fee” means the stated fee payable by a Brand to PROVIN MARKETING in respect of an approved Post plus any applicable VAT;
5. “Campaign” means an Influencer Marketing Campaign or a Content Only Campaign created by a Brand to be opened to Influencers for the purpose of finding appropriate Influencers to submit Content to the Brand or to submit Content to and publish Posts about the Brand;
6. “Campaign Budget” means the sum money a Brand nominates as the sum it is willing to spend during a Campaign;
7. “Channels” means the social media channels of an Influencer, such as Instagram, Twitter, Facebook, YouTube or Snapchat.
8. “Community” means an Influencer’s social media following on its Channels.
9. “Content” means a Post, Paid Content, or any other content or materials uploaded to the PROVIN MARKETING Platform by a Brand or an Influencer. 10. “Content Only Campaign” means a Campaign created by a Brand to be opened to Influencers for the purpose of sourcing Paid Content to be used by the Brand directly in accordance with a Rights License, without the Influencer posting the Paid Content to their Channels.
11. “Influencer” means a social media influencer who registers to use the PROVIN MARKETING Platform to create and distribute Posts and receive compensation for such Posts.
12. “Influencer Account” means an account to use the PROVIN MARKETING Platform as an Influencer.
13. “Influencer Marketing Campaign” means a Campaign created by a Brand using the PROVIN MARKETING Platform to be opened to Influencers for the purpose of finding appropriate Influencers to publish Posts about the Brand;
14. “Rules and Guidelines” means the code of practice and conduct that must be adhered to by Influencer’s and Brands.
15. “Influencer’s Identity” means the name, image, likeness, character and online persona of the Influencer.
16. “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights.
17. “Laws” means all applicable laws, codes of practice and guidance relating to influencer marketing;
18. “Media Agency” means an authorized third-party organization acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;
19. “Paid Content” means content created by an Influencer in response to a Content Only Brief
20. “Paid Content Fee” means the fixed-fee as stated on the PROVIN MARKETING Platform to be paid to an Influencer for Paid Content submitted to a Content Only Campaign and selected by the Brand.
21. “Payment” means payment from PROVIN MARKETING to an Influencer for a Post or Paid Content or a payment from a Brand to PROVIN MARKETING, as the context requires;
22. “Post” means a social media post created by an Influencer to be shared with the Influencer’s Community via the Influencer’s Channels.
23. “Post Fee” means the fee an Influencer nominates as the amount it will charge a Brand to share a Post with the Influencer’s Community via the nominated Channel.
24. “Rights Fee” means the fixed-fee as stated on the PROVIN MARKETING Platform payable by a Brand to PROVIN MARKETING for a Rights License in respect of approved Paid Content plus any applicable VAT.
25. “Rights License” means a license from PROVIN MARKETING to the Brand for particular Paid Content on the terms of use stated on the PROVIN MARKETING Platform and selected by the Brand.
26. “Third Party Material” means any material included in a Post or Paid Content that is owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar.
27. “PROVIN MARKETING” means PROVIN MARKETING Enterprise. and the PROVIN MARKETING brand.
28. “PROVIN MARKETING Materials” means the PROVIN MARKETING Platform and any associated materials owned, developed or licensed by PROVIN MARKETING and made available via the PROVIN MARKETING Platform;
29. “PROVIN MARKETING Platform” means the Website www.provinasia.com and any associated PROVIN MARKETING properties or websites