General Terms for Influencer Services

These General Terms for Influencer Services form supplementary clauses of the influencer service agreement confirmed and accepted by the influencer/agency as of the signing date. Together with the agreement form, they constitute the service contract between CJ Mobile Private Limited (hereinafter referred to as "CJ") and the influencer/agency specified in the form.

1 Definitions

1.1 Capitalized terms herein shall be interpreted in accordance with stipulations in the agreement form.
1.2 Unless otherwise specified by context, terms are defined as follows:
Affiliate: An entity that directly controls, is controlled by, or jointly controlled by a third party with the subject entity. Control means having the power to govern business operation, decision-making and asset disposal, achieved via over half voting rights, equity holding, entrustment agreements or voting trusts. Variable interest entities are deemed affiliates regardless of accounting consolidation requirements.
Applicable Laws: All valid laws, regulations, rules, standards, judicial rulings, court orders, customs rules, data protection legislations and arbitration documents binding on relevant parties.
Reasonable Commercial Endeavors: Standard and prudent business actions adopted by legitimate enterprises to achieve legitimate contractual objectives.
Confidential Information: Non-public confidential data obtained by the receiving party from the disclosing party before and on the contract signing date in written, visual, electronic or verbal forms, including:
(1) Business strategies, client resources, product data, pricing, financial statements, operational assets and personnel information;
(2) Contract contents, service remuneration, commercial details and dispute positions;
(3) Copies and derivative materials of confidential information.
Information that is publicly available, lawfully obtained from non-confidential third parties or independently developed shall not be regarded as confidential.
Bankruptcy Event: Occurrence of any of the following circumstances:
(1) Appointment of receiver over core business or assets;
(2) Dissolution resolution or court liquidation order excluding normal merger and restructuring;
(3) Debt settlement agreement with creditors excluding benign restructuring;
(4) Suspension of business operation;
(5) Inability to repay mature debts;
(6) Equivalent insolvency events recognized by local laws.
Influencer Created Content: All original works delivered by the influencer under this contract, including articles, pictures, videos, animations and audio files with intellectual property rights owned by the influencer.
Personal Rights: Legally protected rights including stage name, voice, portrait, personal image, resume and public persona, together with associated intellectual property rights.
Intellectual Property Rights: All existing and future global proprietary rights including copyright, patent, trademark, design, domain name, trade secret and goodwill, covering registered and unregistered rights as well as rights of infringement claim and legal remedy.
Representative: Affiliated enterprises, senior management, staff, consultants, agents and subcontractors of each contracting party.

2 Contract Term

2.1 These terms take effect on the signing date stated in the form. The initial valid period shall apply if no early termination occurs. CJ may issue written renewal notice upon expiry, with renewal duration determined solely by CJ. The initial and renewed periods are collectively defined as the contract term.

3 Service Provisions

3.1 The influencer/agency shall independently deliver agreed services as required, and reasonably adopt CJ’s feedback. Ancillary work mutually confirmed as necessary shall also be completed. Services shall meet professional industry standards and comply with all applicable laws.
3.2 CJ may issue supplementary service orders in standard written format.
3.3 Service orders are integral parts binding by these terms. The master agreement prevails in case of discrepancies unless otherwise explicitly agreed in orders.
3.4 Written confirmation shall be submitted within two working days upon order receipt; failure to reply constitutes automatic acceptance.
3.5 CJ reserves the right to revise, suspend or cancel orders via written notice which takes effect immediately prior to service delivery.
3.6 The influencer and agency shall abide by the following obligations:
(1) Complete content creation and delivery per form and order requirements;
(2) Ensure original high-quality works consistent with past public performance standard;
(3) Conduct independent creation with reasonable reference to revision suggestions;
(4) Respond to activity invitations within 48 hours and attend brand events notified five days in advance;
(5) Refrain from fraud and misleading statements;
(6) No defamatory remarks against CJ, affiliates, products and personnel;
(7) Reject abusive, discriminatory, illegal, pornographic, gambling and prohibited content;
(8) No subcontracting contractual obligations without prior written approval from CJ.
3.7 CJ enjoys the following rights:
(1) Pre-release review and final approval of all published content;
(2) Demand removal and deletion of non-compliant works.

4 Fees, Invoicing and Taxation

4.1 Service Fees

(1) Remuneration shall be settled in accordance with form and order terms upon service completion.
(2) No additional subsidies or compensations are claimable. Material, equipment and damage costs shall be borne solely by the influencer.
(3) Official records and accounts maintained by CJ serve as final valid basis for payment assessment.

4.2 Payment

(1) Undisputed amounts shall be paid as scheduled. Payment may be suspended in case of reasonable disputes, and disputed sums can be offset against subsequent settlements.
(2) Funds shall be remitted to the verified bank account registered in the form. Penalties arising from incorrect account details shall be undertaken by the influencer.
(3) Mutual mature debts and compensation claims between both parties can be offset mutually.

4.3 Taxation

(1) Taxes cover service tax, value-added tax, withholding tax, personal and corporate income tax and other statutory levies.
(2) All quoted fees are tax-inclusive. CJ shall withhold and pay taxes legally and provide official tax certificates.
(3) Each party shall bear respective tax liabilities under local laws. Deducted taxes are deemed fulfilled payment obligations. Tax residency certificates shall be submitted timely upon request; full tax deduction applies for failure of submission.

5 Intellectual Property Rights

5.1 Ownership of Created Content
All influencer works are legally commissioned works with full perpetual intellectual property rights exclusively belonging to CJ. If not recognized as commissioned works, the influencer shall irrevocably transfer all global rights to CJ unconditionally. Relevant ownership documents shall be signed within fourteen days; CJ may complete confirmation procedures on behalf of the defaulting party with equal legal validity. CJ is entitled to permanent free use, adaptation, distribution and commercial exploitation. The influencer waives personal and property rights over works and shall not file related claims.
5.2 Personal Rights Authorization
The influencer grants CJ perpetual, global, non-revocable, transferable and sub-licensed royalty-free rights to use personal image and reputation for brand marketing activities.
5.3 CJ Intellectual Property
(1) All materials, trademarks and brand elements provided by CJ remain its exclusive property. No unauthorized registration or claim is allowed.
(2) Limited use is permitted only for performance purposes with prior written consent for trademark application.

6 Service Recipient

Services are provided to CJ and its affiliates. References to CJ herein include all affiliated entities receiving actual services.

7 Contract Termination

7.1 The innocent party may terminate the contract immediately by written notice if:
(1) Severe breach remains unrectified within fourteen days after correction notice;
(2) Cumulative minor violations constitute substantial breach with no improvement within prescribed period;
(3) Bankruptcy event occurs to either party.
7.2 CJ may terminate the contract or single service order without cause by giving seven days’ prior written notice.
7.3 Expiry or termination does not invalidate accrued rights and liabilities unless formally waived in writing.
7.4 The influencer shall refund all paid fees if contract termination results from serious breach and unsatisfactory service delivery.
7.5 Clauses concerning intellectual property, liability, confidentiality and dispute resolution remain enforceable after contract termination or expiry.