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These Influencer Terms of Service——GENERAL TERMS CONSTITUTION OF INFLUENCERS/Influencer Terms of Service form accepted by the Agency on the Agreement Date (“sheet”) and together with the form constitute the agreement between the parties Facebook France SARL and influencers/Agency (as stated in the table).

1.explain 

1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meaning ascribed to them in the table.

1.2 In these Terms of Service, the following words will have the meaning given to them in these Terms unless inconsistent with the context:

“Affiliates”means, with respect to an entity, any entity that controls, is controlled by, or is under common control with that entity, where“control”means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies or assets of an entity, whether by owning more than 50% ownership of voting or equity securities or assets, whether by contract, management agreement, voting trust or otherwise; provided“Related companies”The term shall include any variable interest entity, regardless of whether any variable interest entity may or needs to be consolidated with such entity under generally accepted accounting principles; 

“Applicable law”for any person means any and all:(a) laws, statutes or regulations,(b) codes, standards, rules, requirements, orders and standards issued under any law, statute or regulation,(c) the rules of any stock exchange or equivalent body;(d) Applicable data protection laws;(e) any and all judgments, orders, writs, directives, authorizations, awards, decisions, injunctions, decrees, assessments, settlement agreements or awards of any governmental authority, in each case applicable to such person or his business or property; 

“working day”means any day in France other than a Saturday, Sunday or public holiday; 

“commercially reasonable efforts”It refers to the taking of such steps and the manner in which a well-managed company achieves a specific result in its own interests in a firm, prudent and reasonable manner; 

“Confidential Information Legal and Administrative Information;(b) The existence and terms of these Terms of Service (including payment to influencers/any fees of the Agent and the commercial details set out in the form), and the Disclosing Party’s position in any dispute relating to these Terms of Service; (c) Any copies of the Confidential Information and all information created or derived from the Confidential Information by or on behalf of the Recipient, provided that the Confidential Information shall not include:(i) Already in possession of the disclosing party or its representatives at the time of disclosure by or on behalf of the receiving party;(ii) is or becomes part of the public knowledge, except as a result of any act or omission by the Receiving Party or its representatives that violates the confidentiality provisions of these Terms of Service;(iii) Obtained by or on behalf of the Receiving Party from third parties who have not received such information directly or indirectly from the Disclosing Party subject to any obligation of confidentiality;(iv) Developed independently by or on behalf of the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

“Bankruptcy” with respect to a particular person, any of the following events: (i) a receiver or similar officer is appointed to manage all or a substantial part of the person’s assets or business;(ii) pass a resolution relating to winding up (other than a winding up for the purposes of or in connection with any solvency merger or reorganization) or the court making the order or the court making the order for administration (or any equivalent order in any jurisdiction);(iii) enter into any combination or arrangement with the person’s creditors (other than in connection with a solvency reorganization);(iv) cease operating business;(v) the inability to pay the person's debts as they become due in the ordinary course of business;(vi) A person who causes or is subject to any event, subject to applicable law, 

“Influencer content”means all content created and provided by the Influencer under these Terms of Service, including without limitation all intellectual property rights owned by the Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by the Influencer and provided under these Terms of Service; 

“individual rights”means any and all rights under applicable law to protect the Influencer's name, alias, voice, likeness, image, likeness, biography, character, persona and all other aspects of his or her publicity, privacy or moral rights, and all intellectual property rights related to or incidental to any of the foregoing;

“intellectual property”means all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade or commercial names, rights to protect trade secrets and confidential information, The right to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all interests, privileges, and rights of action in the same applications, whether now existing or created in the future, anywhere in the world, whether registered or not, To recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or violation of any of the foregoing rights; and“represent”means a party’s Affiliates, as applicable, and its and its Affiliates’ respective officers, directors, employees, consultants, agents and subcontractors.

2.the term 

2.1 These Terms of Service apply to Influencers as of the date of the Agreement (as set forth in the form)/Agent and, in the event of early termination under the terms of these Terms of Service, will survive the Initial Term (as set forth in the form). Upon expiration of the Initial Term or any then-current Renewal Term (as the case may be),FacebookCan be found inFacebookto influencers/The initial period shall be updated within the period determined in writing by the agency (“Update period”). The Initial Term and the Renewal Term (if applicable) shall be collectively referred to as“the term”。

3. SERVICES

3.1 influencer/The Agency acknowledges and agrees that it shall provide the services specified in the form (“Serve”) during the term in accordance with these Terms of Service andFacebookneed to be independentFacebookProvide, and shall consider from time to time (in its reasonable discretion, utilizing its technology and expertise)Facebookfeedback. The Services shall include other tasks, services, features, activities and obligations not specified in these Terms of Service but reasonably required (in the case of Influencers/at the agency’s reasonable discretion, after consultation with Facebook) for influencers/Agency's performance of the Services; and shall: (X) To the extent provided by at least the same degree of accuracy, completeness and quality, and with the same degree of care, skill and diligence used by influencers and other social media personalities of a similar status to the influencers;(Y) Subject to applicable law.

3.2 Facebook may from time to time be provided in writing to the Influencer/Agents place orders for additional services, orders are placed by Facebook Sure(“Order”）。 

3.3 Each such Order shall form a part of these Terms of Service and the terms of these Terms of Service shall apply to each Order. if: (i) Forms and these Terms of Service (collectively, the“Main terms”);(ii) any Order, such conflicts will be resolved by giving priority to the Master Terms, unless otherwise expressly provided in the Order. 

3.4 influencer/The agent should wait two (2) days after receiving the order.2) within working daysFacebookConfirm receipt of each order, after which the influencer/Agent shall be deemed to have accepted the order. 

3.5 In influencers/The agent submits the order toFacebookBefore delivering services,FacebookThe right to notify the influencer in writing/Agent immediately modifies, changes or terminates the order.

3.6 In providing services, the Influencer shall and the Agency shall cause the Influencer to:

(a) Develop forms and/or the activities set forth in the Order (if applicable) (including creating and providing Influencer Content); 

(b) Produce original, well-created and edited influencer content of an overall quality that is at least as good as Facebook The same original content that the influencer posted before becoming an influencer; 

(c) Produce influencer content independently, provided that it considers (at its reasonable discretion, utilizing its technology and expertise)Facebookany feedback provided from time to time and/or requirements (including creative briefs);

(d) (if applicable) Participation is provided byFacebookHost, promote or support events (“Corporate events”), but it must be at least five years from the start date of the company’s activities (5) within days byFacebookSubmit an invitation beforehand. Influencers should also receive Facebook Forty-eight after the invitation (48) Reply within hours;

(e) Ensure that the performance of its services does not involve any attempt to deceiveFacebookor any other person's attempt and provide toFacebookThe information is not false, inaccurate or misleading; 

(f) Not to publish, authorize or otherwise make any statement that defames, disparages, disparages or otherwise damagesFacebookor statements or representations or other communications from its affiliates or their respective products (whether through social media platforms or during live broadcasts) , services, officers, directors, employees or shareholders (“corporate entity”）；

(g) Ensure that it does not contain any abusive or prohibited content (including but not limited to:(i) Inappropriate language, defamatory, abusive or infringing materials (including content promoting bigotry, racism, discrimination based on race, gender, religion) , nationality, disability, sexual orientation or age); and (ii) Content related to prohibited tobacco; counterfeiting or infringement of intellectual property rights; illegal drugs, medicines or supplements; gambling or lotteries, moneylending operations, or pornography) when creating and posting Influencer Content and any other material that references or is associated with a corporate entity; and

(h) withoutFacebookmay not subcontract or delegate any of its obligations under these Terms of Service to a third party without prior written approval. 

3.7 Facebook Has the right to:

(a) Review and approve all Influencer Content or any other public announcements or content posted by an Influencer in connection with these Terms of Service before posting or publishing;(b) Request that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including any Influencer Content that from time to time violates Facebook any required circumstances).

4.fee; invoice; tax 

4.1 cost. 

(a) As consideration for the services provided by Internet celebrities,FacebookPayment should be made to the influencer as per the form and/or order (if applicable) calculated fees (“cost”）。 

(b) internet celebrity Acknowledge and agree: (i) In addition to fees, there will be no Facebook To receive service internet celebrity or the payment of any other fees, royalties, payments, amounts, fees or consideration by any third party;(ii) It shall be solely responsible for any costs of providing materials, tools and equipment required to provide the Services (including any loss or damage set out above).

(c) Influencer acknowledges and agrees,FacebookThe records of the Influencer are the sole, conclusive and conclusive evidence of the Influencer's performance under these Terms of Service and any and all fees payable, and are binding on the Influencer for all purposes related to the Terms of Service.

4.2 Payment.

(a) Facebookshould be based on the form and/or order (if applicable) to pay the Influencer an undisputed fee, subject to the possibility of withholding paymentFacebookFees for a bona fide dispute (or, if dispute fees have been paid,Facebook An equal amount may be withheld from future payments), including disputes related to invoice errors or amounts already paid.

(b) Payment of the fee should be made via wire transfer to the influencer’s bank account (see table for details). For the avoidance of doubt, the Influencer shall ensure that the Influencer’s bank account details are accurate and valid in order toFacebookPay influencers. If the influencer's bank account information is inaccurate and/or invalidation resulting in any bank-related penalties, such penalties shall be the sole responsibility of the influencer.

(c) Both parties acknowledge and agree thatFacebookhave the right toFacebookand/or its affiliates payable or owed to Influencer and/or its affiliates (as applicable) to set off and use any amount under these Terms of Service or any other transaction, agreement, contract or debit order, including without limitation any amount of indebtedness of Influencer and/or its affiliates should report toFacebookand/or its affiliates (as applicable) any amounts, outstanding claims, demands, losses or damages due, owed or asserted against it.

4.3 tax. 

(a) For the purposes of these Terms of Service,“taxes”means any tax, including but not limited to service tax, excise tax, value added tax, goods and services tax, business tax and any similar local sales tax, withholding tax, indirect tax, personal income tax or corporate income tax. 

(b) All fees and other amounts payable under these Terms of Service are inclusive of taxes. To the extent required or permitted by applicable law,Facebook Any applicable taxes may be deducted through a reverse charge or similar mechanism.Facebook Any tax deducted shall be promptly remitted to the relevant government agency and written evidence of such remittance acceptable to the Influencer shall be provided to the Influencer.   

(c) Each party shall be solely responsible for the payment of taxes arising from these Terms of Service as required by applicable laws of the relevant taxing jurisdiction. Notwithstanding any other provision in these Terms of Service, ifFacebookany withholding obligation with respect to any amounts payable under these Terms of Service, such payments are deemed to be inclusive of all taxes, andFacebookshall have the right to deduct and withhold from such amounts. Payment of any taxes required to be deducted and withheld in connection with such payment under any provisions of applicable law. To the extent that amounts are so withheld and withheld under these Terms, such amounts withheld shall, for all purposes of these Terms of Service, be deemed to have been paid to the authority making such deductions and withholdings, andFacebookThere will be no further obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Influencer.Facebook A copy of a receipt or other government certification evidencing all taxes withheld from such payments will be provided to Influencer promptly upon receipt of such receipt. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withholding taxes imposed, if any. Without affecting the generality of the above, 

5.intellectual property 

5.1 Influencer content rights. internet celebrity acknowledge and agree internet celebrity Content is provided by internet celebrity Created as a work made in accordance with applicable law, and internet celebrity Any and all right, title and interest, including all intellectual property rights, in and to the Content are owned by Facebook Exclusively owned. If any right, title or interest in the Influencer Content does not belong to Facebook As a work made for hire, Influencer hereby unconditionally and irrevocably assigns all such right, title and interest worldwide in perpetuity toFacebook. at any time shouldFacebookAccording to the requirements, Internet celebrities shouldFacebookAcceptable form for signing any document to makeFacebookThe ownership of the aforementioned Internet celebrity content is fully effective. If, at any time, it should Facebook Requests for Influencers at Fourteen (14) Failure or inability to execute any such document within 3 days, the Influencer hereby irrevocably designates and appoints Facebook or its duly authorized officers and agents to act as the influencer’s agents and attorneys——In fact, act in the interest of the influencer. The Representative shall execute and file any and all such documents and perform all other legally permissible acts with the same legal force and effect as if performed or performed by the Influencer.Facebook Have the exclusive right to use, reproduce, modify, adapt, create derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit the Influencer Content in its sole and absolute discretion throughout the world in perpetuity, without payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, Influencer hereby waives on behalf of itself and its employees, contractors and agents all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction with respect to Influencer Content. If such rights cannot be waived under applicable law, Influencer agrees not to Facebook assert such rights.

5.2 Individual Rights of Influencers. Influencer hereby provides the Facebook Grant a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license to use Personal Rights for promotional and marketing purposes Facebook and the related services it provides. Subordinate from time to time.

5.3 FacebookIP。 

(a) internet celebrity Acknowledge and agree: (i) Facebook have Facebook for these Terms of Service (including any customizations, enhancements, changes or derivatives) andFacebookNames, logos and trademarks (collectively,"Facebook IP"）；(ii) It may not be obtained at any timeFacebookany right, title or interest in or to the Intellectual Property or any part thereof;(iii) It shall not at any time seek to register, claim or claimFacebookAny right, title or interest in or to the Intellectual Property Rights or any portion thereof.  

(b) Facebook Hereby, within the time limit, internet celebrity Grant a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license to use the internet celebrity To the extent necessary to perform its obligations under these Terms Facebook IPServices (including provision of services), provided that the influencer is responsible forFacebookAll use of any logos, trademarks and other branding devices requires prior approvalFacebookwith the written consent of unless such use is consistent with the terms of these Terms Services or Facebook description.

6.Service objects 

6.1 influencer/The agent should beFacebookand its affiliates provide services, and in these Terms of Service, unless the context otherwise requires, to the extent that they receive services,FacebookMentions will includeFacebookaffiliated companies.

7.termination 

7.1 Without prejudice to its other rights and obligations under these Terms of Service, either party may terminate these Terms of Service at any time by sending written notice of termination to the other party if: 

(a) The other party materially breaches any of its obligations, representations or warranties under these Terms of Service and fails to notify the terminating party within fourteen days after written notice from the terminating party. (14) Correct the breach within days;

(b) The other party committed the following series of breaches of contract: (i) It may not be important in itself;(ii) notify the other party;(iii) Fourteen days after receiving the notice (14) are not remedied within 3 days, if these uncured breaches in the aggregate constitute a material breach;

(c) Bankruptcy occurs to the other party;

7.2 Facebook These Terms of Service or any Order (as applicable) may be terminated at any time without cause by seven (7) Tianxiang influencer/The agency provides written notice.

7.3 Termination or expiration of these Terms of Service shall not prejudice the rights and liabilities of the parties which may have arisen prior to such expiry or termination, unless waived in writing by the party having such rights. 

7.4 existFacebookAccording to Article 7.1 Article or Article 7.2 After the termination of this Agreement, unless otherwise agreed in writing by both parties, the Internet Celebrity/Agent should return immediatelyFacebookIn internet celebrity/Any fees payable under these Terms of Service upon Agent's material breach of the provisions of these Terms of Service, and on the date of termination, Influencer/Order for services not provided by the agency Facebook Absolutely satisfied

7.5 The expiration or termination of these Terms of Service shall not affect the validity or continuation of, or the termination of, any provision of these Terms of Service that is expressly or implicitly intended to be effective or continue to be in effect on or after expiry.