These Influencer Terms of Service – General Terms constitute the general terms of the Influencer Terms of Service Form (“Form”) accepted by the influencer/agency as of the date of this agreement, and together with the Form, constitute the agreement between the parties (TKSP and the influencer/agency, as described in the Form).

1. Interpretation

1.1 Unless otherwise defined, all capitalized words used in these Terms of Service shall have the meanings assigned to them in the Form.

1.2 In these Terms of Service, the following terms shall have the meanings given to them by these Terms, unless inconsistent with the context:

“Affiliate” means, in relation to an entity, any entity that controls, is controlled by, or is jointly controlled with that entity, where “control” means having the power, directly or indirectly, to direct or cause the direction of the entity’s management, operating policies, or assets, whether through ownership of more than 50% of the voting or equity securities or assets, or through contracts, management agreements, voting trusts, or otherwise; provided that the term “affiliate” shall include any variable interest entity, regardless of whether any variable interest entity may or needs to be merged with that entity in accordance with generally accepted accounting principles;

“Applicable Law” means any and all: (a) laws, statutes, or regulations; (b) guidelines, standards, rules, requirements, orders, and standards issued pursuant to any law, statute, or regulation; (c) the rules of any stock exchange or equivalent institution; (d) applicable data protection laws; (e) Any judgment, order, writ, directive, authorization, award, decision, injunction, decree, assessment, settlement agreement or ruling of any and all governmental authorities shall apply to that person or his or her business or property in each case;

“Working Day” means any day in Hong Kong other than Saturdays, Sundays or public holidays;

“Commercially Reasonable Effort” means taking such steps and methods of execution in a firm, prudent and reasonable manner to achieve a particular result for its own benefit by a well-managed company;

“Confidential Information” includes: (b) legal and administrative information; (c) the existence and terms of these Terms of Service (including any fees paid to influencers/agents and the commercial details listed in the forms), and the position of the disclosing party in any dispute relating to these Terms of Service; (d) any copy of the Confidential Information and all information created or derived from the Confidential Information by the receiving party or its representatives, provided that the Confidential Information does not include: (i) information already in possession of the disclosing party or its representatives at the time of disclosure by the receiving party or its representatives; (ii) information that is or becomes part of public knowledge, except as a result of any act or omission by the receiving party or its representatives in breach of the confidentiality provisions of these Terms of Service; (iii) information that is not in possession of the disclosing party or its representatives at the time of disclosure by the receiving party or its representatives; The information is obtained by the receiving party or its representatives from a third party who has never directly or indirectly obtained such information from the disclosing party, but is subject to any confidentiality obligations; (iv) the information is independently developed by the receiving party or its representatives without using or referencing the disclosing party's confidential information;

“Insolvency event” for a particular person means any of the following events: (i) the appointment of a receiver or similar officer to administer all or substantial part of the person's assets or business; (ii) administration by a resolution on winding up (other than winding up for or in connection with any solvency consolidation or reorganization) or by the court that made such an order (or any equivalent order in any jurisdiction); (iii) any combination or arrangement with the person's creditors (other than in connection with solvency reorganization); (iv) cessation of business operations; (v) inability to pay the person's debts due in the ordinary course of business; (vi) The person who causes or is subject to any event, in accordance with applicable law,

“Influencer Content” means all content created and provided by the Influencer in accordance with these Terms of Service, including but not limited to 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 in accordance with these Terms of Service;

“Personal Rights” means any and all rights under applicable law protecting the Influencer’s name, pseudonym, voice, portrait, image, biography, character, role, and all other aspects of his or her publicity, privacy, or personality rights, as well as all intellectual property rights related to or attached 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 names or business names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all identical applications, whether currently existing or to be created in the future, anywhere in the world, whether registered or not, and all interests, privileges, and rights of action, To recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or breach of any of the foregoing rights; and

“Representative” means an affiliate of a party (if applicable), and its and its affiliates’ officers, directors, employees, advisors, agents and subcontractors.

2. Term

2.1 These Terms of Service apply to the influencer/agent as of the date of this Agreement (as stated in the Form) and will continue to be in force for the initial term (as stated in the Form) in the event of early termination pursuant to the terms of these Terms of Service. Upon expiry of the initial term or any then-current renewal term (as applicable), tksp may renew the initial term (“Renewal Term”) within a period specified in writing by tksp to the influencer/agent. The initial term and the renewal term (if applicable) shall be collectively referred to as the “Term”.

3. SERVICES

3.1 Influencers/Agencies acknowledge and agree that they shall provide the services specified in the form (“Services”) independently to tksp for the duration of the terms of service and as required by tksp, and shall from time to time consider (with reasonable discretion, utilizing their technical expertise) feedback from tksp. The Services shall include any additional tasks, services, functions, activities, and obligations not specified in these Terms of Service but reasonably required (with reasonable discretion, utilizing their technical expertise after consultation) and performed by the Influencer/Agency in accordance with tksp's requirements for the Influencer/Agency's execution of the Services; and shall: (X) achieve at least the same level of accuracy, completeness, and quality as provided by the Influencer and other social media figures of similar status to the Influencer; and (Y) as required by applicable law.

3.2 tksp may from time to time place orders in writing with Influencers/Agencies for additional Services, the orders being determined by tksp (“Orders”).

3.3 Each such order shall form part of these Terms of Service, and the terms of these Terms of Service shall apply to each order. If: (i) there is a conflict between the form and these Terms of Service (collectively, the “Master Terms”); or (ii) any order, such conflict shall be resolved by giving precedence to the Master Terms, unless otherwise expressly provided in the order.

3.4 The Influencer/Agent shall confirm receipt of each order to tksp within two (2) business days of receiving the order, after which the Influencer/Agent shall be deemed to have accepted the order.

3.5 tksp has the right to modify, alter, or terminate the order immediately by giving written notice to the Influencer/Agent before the Influencer/Agent delivers the services to tksp pursuant to the order.

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

(a) perform the activities specified in the form and/or order (if applicable) (including creating and delivering Influencer content);

(b) (c) Produce original, carefully crafted, and edited influencer content of at least the same overall quality as the original influencer content published before tksp became an influencer;

(c) Independently produce influencer content, provided that the influencer considers (with reasonable discretion, using its technical and professional expertise) any feedback and/or requests (including creative briefs) provided by tksp from time to time;

(d) (where applicable) Participate in events hosted, promoted, or supported by tksp (“Company Events”), provided that an invitation is submitted by tksp at least five (5) days prior to the commencement of the Company Event. The influencer shall also respond within forty-eight (48) hours of receiving the invitation from tksp;

(e) Ensure that the performance of its services does not involve any attempt to deceive tksp or any other person, and that the information provided to tksp is not false, inaccurate, or misleading;

(f) You may not publish, authorize, or otherwise make any defamatory, disparaging, derogatory, or otherwise damaging statements or representations or other communications (whether via social media platforms or during live streams) concerning tksp, its services, officers, directors, employees, or shareholders (“Company 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 material (including content promoting bigotry, racism, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeiting or infringing intellectual property rights; illegal drugs, medicines, or supplements; gambling or lotteries, money lending businesses, or pornography) when creating and publishing influencer content and any other material referencing or relating to the Company Entity; and

(h) You may not subcontract or delegate any of your obligations under these Terms of Service to any third party without tksp’s prior written approval.

3.7 tksp has the right to:

(a) Prior to publication, review and approve all influencer content or any other public announcements or content published by influencers in connection with these Terms of Service; and

(b) Request the removal, removal, restriction, or otherwise removal from public circulation of any influencer content (including situations where such influencer content violates any of tksp's requirements from time to time).

4. Fees; Invoices; Taxes

4.1 Fees.

(a) As consideration for the Influencer's provision of services, tksp shall pay the Influencer a fee calculated according to the form and/or order (if applicable) (“Fees”).

(b) Influencer acknowledges and agrees that: (i) it will not pay any other fees, royalties, payments, amounts, charges, or consideration to Influencer or any third party in connection with tksp receiving the services, other than Fees; (ii) it shall be solely responsible for any costs (including any loss or damage to) of the materials, tools, and equipment required to provide the services.

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

4.2 Payment.

(a) tksp shall pay the Influencer undisputed fees in accordance with the forms and/or orders (if applicable), but may refuse to pay fees in good faith dispute (or, if disputed fees have already been paid, tksp may withhold an equivalent amount from subsequent payments), including disputes relating to invoice errors or amounts already paid.

(b) Payment of fees shall be made by wire transfer to the Influencer's bank account (see form). For the avoidance of doubt, the Influencer shall ensure that the Influencer's bank account details are accurate and valid so that tksp can make payments to the Influencer. Any penalties related to banks arising from inaccurate and/or invalid bank account information of the Influencer shall be borne solely by the Influencer.

(c) Both parties acknowledge and agree that tksp shall have the right to offset and use any amount payable or owed by tksp and/or its affiliates to influencers and/or its affiliates (if applicable) under these Terms of Service, including but not limited to any amount of debt, debt, claim, demand, loss, or damage due, owed, or made against tksp and/or its affiliates (if applicable) under these Terms of Service or any other transaction, agreement, contract, or debit note.

4.3 Taxes.

(a) For the purposes of these Terms of Service, “taxes” means any taxes, 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 payments payable under these Terms of Service include taxes. To the extent required or permitted by applicable law, tksp may deduct any applicable taxes through reverse charges or similar mechanisms. tksp shall promptly remit any deducted taxes to the relevant government authorities and shall provide influencers with written evidence that such remittances are acceptable to them.

(c) Each party shall be solely responsible for paying any taxes arising from these Terms of Service in accordance with the applicable laws of the relevant tax jurisdiction. Notwithstanding any other provision in these Terms of Service, if tksp has any withholding obligation for any amount payable under these Terms of Service, such payment shall be deemed to include all taxes, and tksp shall be entitled to deduct and withhold any taxes required to be withheld and deducted when making such payment in accordance with any applicable law. To the extent that such withholding and deduction is so performed under these Terms, for all purposes of these Terms of Service, such withheld amount shall be deemed to have been paid to the authority that performed such withholding and deduction, and tksp shall have no further obligation to pay an equivalent amount of such withheld amount or any part thereof to the affected party. tksp will provide the affected party with a copy of the receipt or other governmental certificate immediately upon receipt of such receipt to certify all taxes withheld from such payment. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withheld tax (if any).

5. Intellectual Property

5.1 Influencer Content Rights. Influencer acknowledges and agrees that Influencer Content is created by Influencer as a work produced under applicable law, and that any and all rights, title and interests in Influencer Content, including all intellectual property rights, are exclusively owned by tksp. If any rights, title or interest in Influencer Content does not belong to tksp as a work of employment, Influencer hereby unconditionally and irrevocably transfers all such rights, title and interests worldwide to tksp. At any time at tksp's request, Influencer shall sign any document in a form acceptable to tksp to give full effect to tksp's ownership of the aforementioned Influencer Content. If, at any time at tksp's request, Influencer fails or is unable to execute any such document within fourteen (14) days, Influencer hereby irrevocably appoints and appoints tksp or its duly authorized officers and agents as Influencer's agents and attorneys—in fact, to act in Influencer's best interests. The Influencer shall execute and archive any and all such documents on behalf of the Influencer and perform all other legally permissible actions, with the same legal force and effect as any execution or action performed by the Influencer. tksp owns the exclusive right, at its absolute discretion, worldwide 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's content with absolute discretion, without paying any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, the Influencer hereby waives, on its own behalf and that of its employees, contractors, and agents, all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction relating to the Influencer's content. If such rights cannot be waived under applicable law, the Influencer agrees not to assert such rights against tksp.

5.2 Influencer Personal Rights. The Influencer hereby grants tksp a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license, for the longest period permitted by applicable law, to use its personal rights to promote and market tksp and its related services. Subordinates from time to time.

5.3 tkspIP.

(a) The Influencer acknowledges and agrees that: (i) tksp owns tksp for these Terms of Service (including any customization, enhancement, modification or derivative works) and the tksp name, logo and trademarks (collectively, "tkspIP"); (ii) it shall not at any time acquire any right, title or interest in tksp IP or any part thereof; (iii) it shall not at any time seek to register, assert or claim any right, title or interest in tksp IP or any part thereof. (b) tksp hereby grants Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, and royalty-free license for the duration of this Agreement to use the tksp IP Services (including the provision of services) only to the extent necessary for Influencer to fulfill its obligations under these Terms, provided that any use of any tksp logos, trademarks, and other branded equipment by the Influencer requires tksp's prior written consent, unless such use complies with the Terms of Service or tksp's instructions.

6. Service Recipients

6.1 Influencers/Agents shall provide services to tksp and its affiliates, and in these Terms of Service, unless the context otherwise requires, references to tksp shall include tksp's affiliates to the extent that they receive the services. 7. Termination

7.1 Either party may terminate these Terms of Service at any time without prejudice to its other rights and obligations under these Terms of Service, upon giving 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 remedy such breach within fourteen (14) days of giving written notice to the terminating party;

(b) the other party commits a series of breaches that: (i) may not be material on their own; (ii) notify the other party; (iii) are not remedied within fourteen (14) days of receiving notice, if such unremedied breaches together constitute a material breach;

7.2 tksp may terminate these Terms of Service or any order (if applicable) at any time without cause, provided that it gives the influencing party/agent seven (7) days' written notice. 7.3 The termination or expiration of these Terms of Service shall not prejudice any rights and liabilities that may arise prior to such expiration or termination, unless the party entitled to such rights waives them in writing.

7.4 Upon termination by tksp pursuant to Article 7.1 or 7.2, unless otherwise agreed in writing by the parties, the influencer/agent shall immediately refund any fees paid by tksp under these Terms of Service in the event of a material breach of these Terms of Service, and on the termination date, the influencer/agent shall have provided services to tksp to an absolute degree of satisfaction.

7.5 The expiration or termination of these Terms of Service shall not affect the validity, continued validity, or termination of any clause in these Terms of Service, express or implied, intended to take effect or remain in effect upon expiration or thereafter (including, but not limited to, Articles 5 and 7).

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