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This Influencer Agreement – General Terms (including Part A (Specific Terms) and Part B (Standard Terms) constitute the General Terms for the purposes of the Cover Form executed by the Parties on the Agreement Date, and, together with the Cover Form (and the Schedules therein), shall constitute the Agreement between Company and Influencer (each as identified in the Cover Form).

PART A: SPECIFIC TERMS

1. TERM

1.1 This Agreement commences on the Agreement Date (as set forth in the Cover Form) and, subject to earlier termination in accordance with the terms of this Agreement, will continue for the Initial Term (as set forth in the Cover Form). Upon expiry of the Initial Term or any then-current Renewal Term (as the case may be), Company may choose to renew this Agreement upon confirmation to Influencer for additional periods as determined by Company (the “Renewal Term”). The Initial Term and the Renewal Term (where applicable) shall together be the “Term”).

2. ORDERS

2.1 Company may from time to time place orders (“Orders”) with Influencer using order forms, the form of which is to be determined by Company from time to time.

2.2 Each such Order shall form part of this Agreement and the terms of this Agreement shall apply to each Order. If there is a conflict between: (i) the Cover Form and the different parts of this Agreement (together, the “Master Terms”); and (ii) any Order, then such conflict will be resolved by giving precedence to the Master Terms unless expressly stipulated otherwise in the Order.

2.3 Influencer shall confirm receipt of each Order to Company within two (2) Business Days of receiving such Order, following which Influencer shall be deemed to have accepted the Order.

2.4 Prior to delivery of the Services by Influencer to Company under an Order, Company shall be entitled to amend, vary or terminate the Order with immediate effect by written notice to Influencer.

3. SERVICES.

3.1 Influencer acknowledges and agrees that it shall provide the services set forth in the Cover Form and/or the Orders (the “Services”) to Company during the Term independently in accordance with this Agreement and Company’s needs, and shall consider (in its reasonable discretion, making use of its technical and professional know-how) the feedback of Company from time to time. The Services shall include such other tasks, services, functions, activities and obligations which are not specified in this Agreement but which are reasonably required (in Influencer’s reasonable discretion, making use of its technical and professional know-how, after consultation with Company) for Influencer’s performance of the Services; and shall be performed: (X) to at least the same degree of accuracy, completeness and quality provided by, and with the same level of care, skill and diligence used by, influencers and other social media personalities of similar standing to Influencer; and (Y) in accordance with Applicable Law.

3.2 When providing the Service, Influencer shall:

(a) carry out the activities (including the creation and provision of Influencer Content) set forth in the Cover Form and/or the Orders (as applicable);

(b) produce Influencer Content that is original, well created and edited, and of at the least the same overall quality as Influencer’s original content published prior to engagement as an Influencer by Company;

(c) produce the Influencer Content independently, provided that it shall consider (in its reasonable discretion, making use of its technical and professional know-how) any feedback and/or requests (including creative briefs) provided by Company from time to time (“Influencer Guidelines”);

(d) (where applicable) attend the events hosted, promoted or supported by the Company (the “Company Events”), subject to prior invitation submitted by the Company at least five (5) days from the commencement date of the Company Event. Influencer shall also respond to Company’s invitation within forty-eight (48) hours of receipt;

(e) ensure that its performance of the Services shall not involve any attempts to defraud Company or any other person, and that no information provided to Company in connection with this Agreement is false, inaccurate or misleading;

(f) not publish, authorise or otherwise make any statement or representation or other communication (whether through social media platforms, or during the live streams) that defames, denigrates, disparages or is otherwise damaging to Company or its Affiliates, or their respective products, services, officers, directors, employees or shareholders (“Company Entities”);

(g) ensure that it does not include 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 that pertains to contraband tobacco; counterfeit or infringing intellectual property rights; illegal pharmaceuticals, drugs or supplements; gambling or lotteries, money lending businesses or pornography) when creating and publishing Influencer Content and any other materials referencing or relating to Company Entities; and

(h) not subcontract or delegate any of its obligations under this Agreement to a third party without Company’s prior written approval.

3.3 Company shall have the right to:

(a) review and approve all Influencer Content or any other public announcements or content by Influencer relating to this Agreement prior to posting or publishing; and

(b) require that any Influencer Content is deleted, moved, limited or otherwise removed from public circulation (including where such Influencer Content breaches any requirements of Company from time to time).

3.4 Exclusion of Competing Platforms. During the Term or such other period set forth in the Cover Form and/or Orders (the “Exclusion Term”):

(a) Influencer shall refrain from publishing content (whether on such Competing Platforms, or on any social media platform or otherwise, and whether through Influencer’s existing social media handles or otherwise) or engaging in marketing or promotion arrangements with the Competing Platforms (as set forth in the Cover Form), or enter into any agreement, contract and/or understanding to do so with any Competing Platforms;

(b) Influencer represents, warrants and undertakes to Company that it does not have any existing agreement, contract and/or understanding in connection with any Competing Platforms; and

(c) Influencer shall abide by any instructions provided by Company from time to time on the restrictions set forth in this Clause 3.4.

4. FEES; INVOICING; TAX

4.1 Fees. In consideration for the Services rendered by Influencer, the Company shall pay to Influencer the fees calculated in accordance with the Cover Form and/or the Orders (as applicable) (“Fees”). Influencer acknowledges and agrees that: (i) other than the Fees, no other fees, royalties, payments, amounts, charges or consideration of any kind will be due to Influencer or any third party for Company’s receipt of the Services; and (ii) it shall be solely responsible for any costs in providing the materials, tools and equipment necessary for provision of the Services (including any loss or damage to the foregoing). Influencer acknowledges and agrees that the Company’s records (“Company’s Records”) shall be the sole, final and conclusive evidence of Influencer’s performance under this Agreement and any and all Fees payable and shall be binding on Influencer for all purposes whatsoever in connection with this Agreement.

4.2 Invoicing / Payment.

(a) Influencer shall invoice Company in the manner set out in the Cover Form and/or the Orders (as applicable). Influencer shall ensure that each invoice is complete, accurate and conforms to Company’s requirements (as set out in this Agreement and notified to Influencer from time to time), and shall constitute a valid BIR-registered invoice or other equivalent document (“Valid Invoice”).

(b) Company shall pay undisputed Fees to Influencer within thirty (30) Business Days of receipt of a Valid Invoice in the manner set out in the Cover Form and/or the Orders (as applicable). Company may withhold payment of Fees that Company disputes in good faith (or, if the disputed Fees have already been paid, then Company may withhold an equal amount from a later payment), including disputes in respect of an error in a Valid Invoice or an amount paid. If Company withholds any such amount, Company will promptly notify Influencer, in writing, that it is disputing such charges (and in the case of withheld payments, prior to the due date of payment) and Parties will promptly address such dispute.

(c) The Parties acknowledge and agree that Company shall have the right to set off and apply any sum due or owing by Company or its Affiliates to Influencer or its Affiliates under this Agreement against any amounts of debts, outstanding claims, demands, loss or damages, and/or any amounts due and owing by Influencer and/or its Affiliates (as the case may be) to Company and/or its Affiliates under this Agreement or any other dealings, agreements, contracts or debit notes.

(d) Influencer shall issue a valid Official Receipt or other equivalent document to the Company immediately upon receipt of the Fees. Influencer shall ensure that details provided in the Official Receipt or other equivalent document are compliant with Section 113 of the Philippines Tax Code, as applicable. Non-issuance of the Official Receipt will be considered a material breach of this Agreement by Influencer.

4.3 Tax.

(a) For the purpose of this Agreement, “Tax” means any taxes, including but not limited to service tax, consumption tax, value-added tax, goods-and-services tax, business tax, and any similar local sales tax, withholding tax, indirect tax or corporate income tax.

(b) Each Party shall be responsible for the payment of its own Taxes arising from this Agreement as required under Applicable Law in the relevant tax jurisdictions. Notwithstanding any other provision in this Agreement, should Company have any withholding obligation with respect to any payment due pursuant to this Agreement, such payments are considered to be inclusive of all Taxes and Company shall be entitled to deduct and withhold from such payment any Taxes required to be deducted and withheld with respect to the making of such payment under any provision of Applicable Law. To the extent that amounts are so withheld and deducted pursuant to this Clause, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such authority in respect of which such deduction and withholding was made and Company shall have no further obligation to pay the equivalent of such withheld amounts, or any part thereof, to Influencer. Company will furnish to Influencer copies of receipts or other government certifications evidencing all taxes withheld from such payment on or before the 20th day of the month following the quarter when the withholding is made. The Parties shall cooperate and endeavour to comply with all applicable documentation and registration requirements so as to minimize the amount of withholding Tax imposed, if any.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 For the purposes of this Agreement:

(a) “Influencer Content” means all content created and provided by Influencer in accordance with this Agreement, including without limitation all Intellectual Property Rights owned by Influencer such as texts, images, photographs, illustrations, drawings, animations, songs, audios, videos and any other work created by Influencer and made available in accordance with this Agreement; and

(b) “Individual Rights” means any and all rights under Applicable Law protecting Influencer’s name, pseudonyms, voice, portrait, image, likeness, biography, character, persona, and all other aspects of his or her publicity, privacy or personality rights, and all Intellectual Property Rights related or incidental to any of the foregoing.

5.2 Influencer Content Rights. Influencer acknowledges and agrees that the Influencer Content is being created by Influencer as works made for hire under Applicable Laws, and that any and all rights, title and interests, including all Intellectual Property Rights, in and to the Influencer Content are exclusively owned by Company. If and to the extent that any rights, title or interests in or to the Influencer Content do not vest in Company as a work made for hire, Influencer hereby unconditionally and irrevocably assigns to Company all such rights, title and interests worldwide in perpetuity. At any time upon Company’s request, Influencer shall execute any document in a form acceptable to Company to give full effect to Company’s ownership of the Influencer Content as aforesaid. If, at any time, Influencer fails or is unable to execute any such document within fourteen (14) days upon Company’s request, Influencer hereby irrevocably designates and appoints Company or its duly authorized officers and agents as Influencer’s agents and attorneys-in-fact, to act for and on Influencer’s behalf to execute and file any and all such documents and to do all other lawfully permitted acts with the same legal force and effect as if executed or done by Influencer. Company shall have the exclusive right, in perpetuity and on a worldwide basis, to use, reproduce, modify, adapt, make derivative works of, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit the Influencer Content at its sole and absolute discretion without payment of any royalties, accountings or other amounts to Influencer or any third party. To the extent permitted under Applicable Laws, Influencer hereby waives, on behalf of itself and its employees, contractors and agents, all moral and economic rights (or equivalent rights) in respect of the Influencer Content arising under the laws of any jurisdiction. To the extent that such rights cannot be waived under Applicable Laws, Influencer agrees not to assert such rights against Company.

5.3 Influencer Individual Rights. Influencer hereby grants to Company for the longest term permitted under Applicable Law a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free licence to use the Individual Rights for the purposes of promoting and marketing the Game and related services as offered by Company and its Affiliates from time to time.

5.4 Company IP.

(a) Influencer acknowledges and agrees that: (i) Company owns all rights, title and interests, including all Intellectual Property Rights, in and to all materials and content provided by Company to Influencer for the purposes of this Agreement (including any customisations, enhancements, changes or derivatives thereof), and the Company name, logos and trademarks (collectively, “Company IP”); (ii) it shall not at any time acquire any right, title or interest in or to Company IP, or any part thereof; and (iii) it shall not at any time seek to register, assert or claim any right, title or interest in or to Company IP, or any part thereof.

(b) Company hereby grants to Influencer during the Term a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free licence to use the Company IP only to the extent necessary for Influencer to perform its obligations under this Agreement (including the provision of the Services), provided that all use of any of Company’s logos, trademarks and other branding devices by Influencer shall require Company’s prior written consent, except to the extent that such usage is in accordance with the terms of this Agreement or Company’s instructions.

6. SERVICE RECIPIENTS

6.1 Influencer shall perform the Services for Company and its Affiliates, and in this Agreement, unless the context requires otherwise, references to Company will include, to the extent that they are receiving the Services, Company’s Affiliates.

PART B: STANDARD TERMS

1. INTERPRETATION; AGREEMENT STRUCTURE

1.1 Unless otherwise defined, capitalised words used in this Agreement shall have the meaning given to them in the Cover Form.

1.2 In this Agreement the following words will have the meanings assigned to them in this Clause, except where inconsistent with the context:

"Affiliate" 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 that entity, whether by way of ownership of more than 50% of its voting or equity securities or assets, or by way of contract, management agreement, voting trust, or otherwise; provided that the term "Affiliates" shall include any variable interest entity regardless of whether any variable interest entity may be, or required to be, consolidated with that entity under generally accepted accounting principles;

"Applicable Law" means, with respect to any person, any and all: (a) laws, ordinances, or regulations, (b) codes, standards, rules, requirements, orders and criteria issued under any laws, ordinances or regulations, (c) rules of any securities exchange or equivalent; (d) applicable data protection laws; and (e) any and all judgments, orders, writs, directives, authorisations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any governmental authority, in each case applicable to such person or its business or properties;

“Business Day” means any day other than Saturdays, Sundays or public holidays in the Philippines or Influencer’s country of residence (if different);

"Commercially Reasonable Efforts" means taking such steps and performing in such a manner as a well-managed company would undertake where such company was acting in a determined, prudent and reasonable manner to achieve the particular result for its own benefit;

“Confidential Information” means all confidential, non-public information and data, of any nature and in any form (whether written, visual, electronic or oral), that the Receiving Party and its Representatives receive from the Disclosing Party and its Representatives under this Agreement (whether on or before the Agreement Date), including without limitation: (a) information relating to the Disclosing Party's and its Affiliates' business and business strategies, markets, customers, products (including new products and plans for new products, as well as marketing plans and materials), pricing and cost information, condition (financial or otherwise), operations, assets, liabilities, results of operations, cash flow and prospects, or employees, officers, contractors and agents, including, without limitation, technical, commercial, financial, accounting, legal and administrative information; (b) the existence of and the terms of this Agreement (including any Fees paid to Influencer and the commercial details set out in the Cover Form), as well as the Disclosing Party's position in any dispute in relation to this Agreement; and (c) any copies of Confidential Information and all information created or derived by the Receiving Party or its Representatives from the Confidential Information, provided that Confidential Information shall not include information that: (i) is already in the Receiving Party’s or its Representatives’ possession at the time of disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party or its Representatives in breach of the confidentiality provisions of this Agreement; (iii) is obtained by the Receiving Party or its Representatives from a third party who did not obtain such information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation; or (iv) is independently developed by the Receiving Party or its Representatives without the use of or reference to the Confidential Information of the Disclosing Party;

“Force Majeure Event” means any action, event or occurrence outside the reasonable control of the Party in questions, including but not limited to, disease outbreak, epidemic, pandemic (including, without limitation, COVID-19 (Coronavirus)), war, the threat of imminent war, riots or other acts of civil disobedience, insurrection, acts of God, travel ban or restraints imposed by governments or any other supranational legal authority, or any other industrial and trade dispute, fire explosions, storms, floods, lightning, earthquakes, other natural calamities or the action of any governmental authority (other than any action of a governmental authority directed specifically to the affected party);

“Insolvency Event” means, in relation to a specified person, any of the following events: (i) a receiver or similar officer being appointed over all or a material part of that person’s assets or undertaking; (ii) the passing of a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court making an order to that effect or a court making an order for administration (or any equivalent order in any jurisdiction); (iii) entry into any composition or arrangement with that person’s creditors (other than relating to a solvent restructuring); (iv) ceasing to carry on business; (v) being unable to pay that person’s debts as they become due in the ordinary course of business; or (vi) the person causing or being subject to any event with respect to it which, under Applicable Law, has an analogues effect to any of the events specified in sub-paragraphs (i) – (v) above;

“Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights; and

“Representatives” means a Party’s Affiliates (where applicable), and its and its Affiliates’ respective officers, directors, employees, advisers, agents and subcontractors.

1.3 In this Agreement, unless the context otherwise requires: (a) any reference to a "Part” or “Schedule”, unless the context otherwise requires, is a reference to the relevant part or schedule of or to this Agreement, any reference to a "Clause", unless the context otherwise requires, is a reference to a clause in this Agreement and any reference to this “Agreement” is a reference to the Cover Form, all Parts and all Schedules; (b) a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; (c) any reference to a statute, statutory provision or subordinate legislation shall, except where the context otherwise requires, be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; (d) any reference to one gender includes the other gender and the neuter; (e) any reference to day, month and year means a calendar day, a calendar month and a calendar year, respectively; (f) words in the singular include the plural and vice versa and words in one gender include any other gender; (g) a reference to any Party includes its successors in title and permitted assigns, a reference to a "person" includes any individual firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality); (h) any undertaking under this Agreement not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or things; (i) the heading of clauses is for convenience only and will not affect the interpretation of this Agreement; and (j) the word "includes" in any form is not a word of limitation.

2. TERMINATION

2.1 Either Party may, without prejudice to its other rights and obligations under this Agreement, terminate this Agreement at any time with immediate effect upon sending a written termination notice to the other Party if:

(a) the other Party commits a material breach of any of its obligations, representations or warranties under this Agreement and fails to remedy that breach within fourteen (14) days after being notified in writing by the terminating Party to do so;

(b) the other Party commits a series of breaches that: (i) by themselves may not be material; (ii) are notified to the other Party; and (iii) are not remedied within fourteen (14) days of being notified to do so, if, in the aggregate, such uncured breaches would amount to a material breach;

(c) an Insolvency Event occurs with respect to the other Party; or

(d) any Force Majeure Event fulfilling the provisions of Clause 8 of this Part B continues for a period of thirty (30) consecutive days or more.

2.2 Company may terminate this Agreement or any Order (where applicable) at any time and without cause by providing Influencer with prior written notice of thirty (30) days.

2.3 Termination or expiration of this Agreement shall be without prejudice to the Parties’ rights and liabilities that may have accrued prior to such expiration or termination, unless waived in writing by the Party enjoying the right.

2.4 Upon termination by Company pursuant to Clause 2.1 or Clause 2.2 of this Part B, and unless otherwise agreed in writing between the Parties, Influencer shall immediately refund Company any Fees that Company has paid under this Agreement while Influencer has been in material breach of this Agreement and for which the Services have not been provided by Influencer to the absolute satisfaction of Company at the termination date.

2.5 The expiry or termination of this Agreement shall not affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after expiry or termination (including, but not limited to, Clause (a) of Part A and Clauses 2, 4, 5, 6, 7 and 9 of this Part B).

3. REPRESENTATION AND WARRANTIES

3.1 Each Party represents, warrants and undertakes to the other Party that:

(a) (if applicable) it is duly organised, validly existing and in good standing under the laws of the jurisdiction where it is organised, with full power and authority to carry on its business as now being conducted;

(b) it is not the subject of an Insolvency Event and is not aware of any such risk;

(c) it has the full capacity, power and authority to enter into and perform its obligations under this Agreement, and this Agreement, when executed and delivered, will constitute its valid and binding obligations enforceable in accordance with its terms;

(d) the execution and delivery of, and the performance by its of its obligations under, this Agreement will not result in any breach of any: (i) (if applicable) any provision of its memorandum and articles of association, certificate of incorporation, bylaws or similar organisational documents; (iii) contract to which it is a party or by which it is bound (which, in the case of Influencer only, shall include any employment, non-compete or confidentiality agreement); or (iv) judgement or court order to which it is bound; and

(e) as far as it is aware, there is no undisclosed proceeding, pending or threatened event, matter, occurrence or circumstance which challenges or may have a material adverse impact on this Agreement or its ability to perform its obligations pursuant to this Agreement.

3.2 Influencer further represents, warrants and undertakes to Company that:

(a) (if applicable) it is of legal age in its country of residence and not under 18 years old;

(b) (i) it has all rights to enter into this Agreement and to grant to Company all rights and assignments granted under this Agreement, free of any encumbrances that may conflict with Company’s full enjoyment thereof; and (ii) its performance of its obligations under this Agreement and Company’s receipt and use of the Services and Influencer Content will not infringe on the rights (including Intellectual Property Rights) of any third party;

(c) it will not violate any Applicable Law (including any applicable data privacy legislation) in its performance of this Agreement;

(d) it shall obtain and retain throughout the Term all third party and regulatory approvals, registrations, licences, consents and rights necessary to perform its obligations under this Agreement;

(e) it has the necessary qualifications, experience and expertise, as well as the resources (e.g. tools, equipment, materials, human, financial), necessary to perform its obligations under this Agreement;

(f) it regularly renders services similar to the Services herein as an independent contractor to multiple customers, and is in the business of rendering such services, and Influencer shall render the Services independently without being subject to control by Company;

(g) it assumes all liability that may arise from any occupational or other hazard or illness associated with the Services under this Agreement; and

(h) it will inform Company promptly of the existence of any event, matter, occurrence or circumstance which may have an adverse effect upon Influencer’s ability to fulfil its obligations under this Agreement.

4. INDEMNIFICATION

4.1 Influencer (“Indemnifying Party”) will defend, indemnify and hold harmless Company (“Indemnified Party”) and its Affiliates, and its and their respective officers, directors, employees, subcontractors and agents (collectively, the “Indemnitees”) from and against any and all losses, liabilities, damages, fines, judgments, settlements, costs, expenses, and fees (including reasonable and justified attorney’s fees), whether foreseeable or not, (“Losses”) directly resulting from any third party claims, investigations, legal or administrative action, litigation or arbitrations or demands (collectively, “Third Party Claims”) to the extent arising out of or relating to:

(a) any actual breach of any of Influencer’s representations, warranties, covenants, or obligations under this Agreement;

(b) any fraud, fraudulent misrepresentation, wilful or negligent act or omission of Influencer, or, where applicable, any of its officers, employees or, agents in relation to the performance of Influencer’s obligations under this Agreement;

(c) any breach of any third party's rights, including in respect of any claim that the Services or Influencer Content infringe, or their importation infringes the Intellectual Property Rights of any third party anywhere in the world;

(d) Influencer’s denial of its independent relationship with Company under this Agreement;

(e) any claim of Influencer’s staff members based on applicable labour, tax, or social security laws in connection with Influencer’s obligations under this Agreement;

(f) the death or injury of any person or persons, including Influencer or any person acting under Influencer's direction, or the damage or destruction of any property, including Influencer's property or the property of any person acting under Influencer's direction, caused by or in connection with the performance of any obligation hereunder by Influencer; and

(g) breach by Influencer of any employment contract, independent contractor agreement, or other agreement containing a restrictive covenant with any current, former, or future employer or principal.

4.2 Indemnified Party will notify Indemnifying Party in a timely manner in writing that it seeks indemnification with specific reference to the Third-Party Claim for which such indemnification is sought. A failure by Indemnified Party to provide such notice or information will not impair its right to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed Indemnifying Party in the defence of the Third-Party Claim. Indemnifying Party will have the right to control the investigation, defence and settlement of each such Third Party Claim, provided that Indemnifying Party must obtain Indemnified Party’s prior written approval for the settlement of any such Third Party Claim (unless such settlement provides for the full and final release of Indemnified Party and other Indemnitees, does not involve the payment of any monies or admission of any wrongdoing by Indemnified Party or any indemnitee, and does not require any action or inaction by Indemnified Party or any Indemnitee), and provided that Indemnified Party will have the right to participate in the defence and settlement of such Third-Party Claim being defended by the Indemnifying Party through separate counsel, at Indemnified Party’s sole expense.

5. LIMITATION OF LIABILITY

5.1 Nothing in this Agreement (including this Clause 5 of this Part B) shall exclude or restrict either Party's liability: (a) for death or personal injury resulting from the negligence of that Party or of its employees; (b) for fraud or fraudulent misrepresentation; (c) under its obligations to provide an indemnity under this Agreement; (d) for breach of Clause 6 of this Part B; (e) or for any other matter that may not otherwise be limited or excluded under Applicable Law.

5.2 Subject to Clause 5.1 of this Part B, under no circumstances shall Company be liable to Influencer for any: (a) indirect, incidental, consequential, punitive or special damages whatsoever; or (b) loss of profits, loss of business, loss of opportunity or loss of goodwill, arising out of or in connection with this Agreement, whether based on breach of contract, tort (including, without limitation, negligence), misrepresentation, under statute or otherwise, and whether or not such party has been advised of the possibility of such damage.

5.3 Subject to Clauses 5.1 and 5.2 of this Part B, under no circumstances shall Company’s total liability towards Influencer in respect of all claims arising out of or related to this Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including, without limitation, negligence), misrepresentation, under statute or otherwise, exceed the total Fees under this Agreement actually paid to Influencer in the preceding six (6) months.

6. CONFIDENTIALITY

6.1 The provisions of this Clause 6 of this Part B shall supersede and replace any non-disclosure agreements relating to the same subject matter previously entered into between the Parties.

6.2 The Party receiving Confidential Information (“Receiving Party”) from the other Party (the “Disclosing Party”) shall: (a) keep the Confidential Information strictly confidential and shall not, without the Disclosing Party’s prior written consent, disclose any Confidential Information, in whole or in part, except as permitted by this Clause 6 of this Part B; (b) employ all reasonable measures to protect the Confidential Information from unauthorized or inadvertent disclosure, including measures no less protective than those measures that the Receiving Party employs to protect its own information; (c) not use or copy, or authorise anyone to use or copy, the Confidential Information for any purpose other than the performance of the Receiving Party’s obligations or the exercise of its rights under this Agreement; and (d) promptly notify the Disclosing Party of any suspected or actual unauthorised use or disclosure of the Confidential Information.

6.3 The Receiving Party may disclose the Confidential Information to its Representatives only to the extent and provided that such persons: (a) have a need to know the Confidential Information in connection with this Agreement; and (b) are obligated to maintain the confidentiality of the Confidential Information on terms that are substantially similar to this Clause 6 of this Part B. The Receiving Party shall be responsible for any breach of this Clause 6 of this Part B by any of its Representatives.

6.4 Upon the expiry or termination of this Agreement, or earlier upon the Disclosing Party’s written request, the Receiving Party shall: (a) (and shall ensure that its Representatives shall) promptly return to Disclosing Party or destroy or expunge all copies of Confidential Information; and (b) certify to the Disclosing Party in writing signed by an authorized representative of its compliance with sub-clause (a), provided that the Receiving Party shall be entitled to retain such copies of the Confidential Information as is required by Applicable Law or its bona fide internal compliance or document retention policies on the basis that the confidentiality obligations in this Clause 6 of this Part B shall continue to apply.

6.5 In the event that Receiving Party or any of its Representatives becomes legally compelled by or is requested by any competent authority, regulatory agency, stock exchange or Applicable Law to disclose any of the Confidential Information, the Receiving Party shall: (a) first provide written notice to the Disclosing Party to permit the Disclosing Party in seeking a protective order or other appropriate remedy; or (b) to the extent it is legally prevented from satisfying sub-paragraph (a), use Commercially Reasonable Efforts to limit the disclosure and obtain assurances from the disclosee as to the confidentiality and use of the Confidential Information, and provide written notice to the Disclosing Party when it is legally permitted to do so.

6.6 The Receiving Party acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this Clause 6 of this Part B and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach.

7. GOVERNING LAW AND JURISDICTION

7.1 Governing Law. To the extent permitted by Applicable Law, this Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Philippines.

7.2 Dispute Resolution. To the extent permitted by Applicable Law, in the event of any dispute, controversy, difference or claim arising under or relating to this Agreement (including, without limitation: (1) any contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of this Agreement) (a “Dispute”), a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in good faith. Any resolution of such Dispute is to be set forth in writing signed by the Parties. If such Dispute cannot be satisfactorily resolved by the Parties through good faith negotiations within thirty (30) days after the Dispute Notice, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in the Philippines in accordance with the Arbitration Rules of the PDRCI (“PDRCI Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Taguig City. This arbitration agreement shall be governed by Philippine law including the Alternative Dispute Resolution Act. The Tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be English.

7.3 In any action or suit between the Parties to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable and justified legal costs.

8. FORCE MAJEURE EVENT

Neither Party shall be liable for any failure or delay in performance of any obligation under this Agreement to the extent such failure or delay is due to a Force Majeure Event and the Party affected by the Force Majeure Event: (a) could not have prevented the delay or failure by using reasonable precautions; (b) as soon as reasonably practicable following becoming aware gives notice of the occurrence of the Force Majeure Event to the other Party in writing; and (c) uses Commercially Reasonable Efforts to commence performing such obligations as soon as possible or otherwise mitigate the effects of the Force Majeure Event.

9. GENERAL PROVISIONS

9.1 Relationship of the Parties. The Parties hereby represent and acknowledge that they will have no labour relationship between them and the relationship between the Parties shall be at all times that of independent contractors. Subject to the terms and conditions of this Agreement, Influencer shall perform the Services with and according to Influencer’s own means and methods that shall remain in the exclusive charge and control of Influencer; Influencer will not be subject to a set schedule for the development or performance of the Services; and Influencer shall not be subordinated in any manner. Influencer will not be entitled to benefits associated with an employment relationship, such as vacations, vacation premium, Christmas bonus, contributions and fees to any social security authority, seniority or any other benefits, as Influencer under no circumstance shall be considered an employee of Company. Influencer takes on all legal responsibility for full compliance with all governmental Tax and social security requirements under Applicable Law (unless an applicable jurisdiction imposes on user companies withholding requirements associated with services rendered by independent contractors), provided these are caused by Influencer. Influencer shall be responsible for all tax, labour, and social security obligations regarding the personnel it uses to comply with its obligations hereunder; such personnel shall never be considered as employees of the Company for any reason whatsoever. The Company may at any time throughout the Term of this Agreement, at its sole discretion, require Influencer to promptly present evidence proving Influencer’s timely fulfilment of its own Tax and/or social security obligations as an independent contractor, as well as any Tax, social security, and/or labour obligations that Influencer owes to its personnel.. Nothing contained herein or done pursuant hereto shall constitute either Party (or its agents or employees) as an agent, legal representative, partner, trust, joint venturer or employee of the other Party for any purpose whatsoever, and each Party and its Representatives shall have no right, power, or authority to assume, create, or incur, in writing or otherwise, any expense, liability, or obligation in the name or on behalf of the other Party.

9.2 Third Party Rights. Except as expressly stated in this Agreement, no third party shall receive any benefit or be entitled to any claim, cause of action, remedy or right of any kind under this Agreement, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract.

9.3 Further assurance. Each Party shall do all things necessary, including executing all documents necessary, to give effect to the intention of the Parties in relation to this Agreement.

9.4 Costs. Unless otherwise stated herein, each Party shall bear all of its costs and expenses incurred in the performance of its own undertakings, duties, and obligations under this Agreement.

9.5 Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, merges all discussions between them, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation, whether written or oral, that may have existed among the Parties to the extent that any such agreement relates to the subject matter hereof.

9.6 Severability. Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, then such provision shall be deemed to be severed from this Agreement in that jurisdiction and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the Parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

9.7 Transfers. Influencer shall not assign, transfer (by way of novation or otherwise), or create any trust or purport to do the same, in respect of a right or obligation in, this Agreement without the prior written consent of Company.. The terms and conditions of this Agreement will inure to the benefit of and bind each Party’s respective successors and permitted assigns.

9.8 Waiver. The failure of a Party to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or of the right of such Party thereafter to enforce each such provision. No waiver of any term or condition of this Agreement shall be valid or binding on a Party unless the same is set forth in a written document, specifically referring to this Agreement and duly signed by the waiving Party.

9.9 Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

9.10 Notices. Any notice or other communication to be given in connection with this Agreement shall be in writing, and will be (as elected by the Party giving such notice): (a) personally delivered; (b) transmitted by registered or certified mail, return receipt requested; (c) deposited prepaid with a nationally recognized overnight courier service; or (d) sent by confirmed e-mail. Unless otherwise provided herein, all notices shall be deemed to have been duly given on: (x) the date of receipt if delivered personally or by courier; (y) ten (10) Business Days (for the recipient) after the date of posting if transmitted by mail; or (z) if transmitted by facsimile or e-mail, the date a confirmation of transmission is received. Each Party may change its address for purposes hereof on not less than five (5) Business Days prior notice to the other Party. All notices hereunder to Company or Influencer shall be delivered, transmitted, or sent to the relevant addresses set out in the Cover Form.

9.11 Governing Language. This Agreement is written and executed in the English language only, and it shall be the binding and controlling agreement for all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties.

9.12 Modification. Except as expressly set forth in this Agreement, this Agreement may be modified only in writing, signed by the authorised signatories of each Party.