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1. Introduction

These Influencer Service Terms – General Terms constitute the general terms of the Influencer Service Terms Form ("Form") accepted by the Influencer/Agency on the date of the Agreement and, together with the Form, form the Agreement between tkismo Inc. ("tkismo") and the Influencer/Agency (as defined in the Form).

1. Interpretation

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

1.2 In these Service Terms, the following words shall have the meanings assigned to them in this clause, unless 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 direct or indirect ownership of more than 50% of the voting or equity securities or assets, or the power to direct or cause the direction of the management, operating policies, or assets of such entity, whether through ownership of voting or equity securities, by contract, management agreement, voting trust, or otherwise; provided, however, that the term “Affiliate” shall include any variable interest entity, whether or not any variable interest entity may or must be consolidated with such entity under generally accepted accounting principles;

**“Applicable Law”** with respect to any person means any and all: (a) laws, statutes, or regulations, (b) guidelines, standards, rules, requirements, orders, and codes issued under any law, statute, or regulation, (c) rules of any securities exchange or equivalent body; (d) applicable data protection laws; (e) any and all judgments, orders, writs, directives, licenses, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any and all government authorities, in each case that are applicable to such person or its business or property;

**“Business Day”** means any day other than a Saturday, Sunday, or public holiday in the United States;

**“Commercially Reasonable Efforts”** means, with respect to a party, those steps and methods of execution that a well-managed business would take and employ in a determined, prudent, and reasonable manner for its own benefit to achieve a particular result;

**“Confidential Information”** means (a) legal and administrative information; (b) the existence and terms of these Service Terms (including any fees paid to the Influencer/Agency and the commercial details listed in the Form), and the positions taken by the disclosing party in any dispute related to these Service Terms; (c) any copies of Confidential Information and all information derived or created by the receiving party or its representatives from the Confidential Information, provided that Confidential Information shall not include the following information: (i) that which was in the possession of the receiving party or its representatives at the time of disclosure by the disclosing party or its representatives; (ii) that which is or becomes part of the public knowledge, except as a result of any act or omission in breach of these Service Terms by the receiving party or its representatives; (iii) that which is received by the receiving party or its representatives from a third party without any obligation of confidentiality, provided that such third party did not obtain such information directly or indirectly from the disclosing party; (iv) that which is independently developed by the receiving party or its representatives without the use of or reference to the disclosing party’s Confidential Information;

**“Insolvency Event”** with respect to a person means any of the following events: (i) an administrator or similar officer is appointed over all or a significant portion of the assets or business of that person; (ii) a resolution is passed or an order is made for the liquidation of that person (except for the purposes of any solvent amalgamation or restructuring or in connection therewith) or an order is made by a court or an order is made by a court for administration (or any equivalent order in any jurisdiction); (iii) the person enters into any combination or arrangement with its creditors (other than in connection with a solvent restructuring); (iv) cessation of business operations; (v) inability to pay its debts as they fall due in the ordinary course of business; (vi) an event occurs or is subject to an event that, according to applicable law, results in or is subject to the person;

**“Influencer Content”** means all content created and provided by the Influencer under these Service Terms, including but not limited to all intellectual property 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 Service Terms;

**“Personal Rights”** means any and all rights to protect the Influencer's name, pseudonym, voice, likeness, image, portrait, biography, character, personality, and all other aspects of his or her publicity, privacy, or personality rights under applicable law, as well as all intellectual property rights associated with or incidental to any of the foregoing;

**“Intellectual Property”** means all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout-design rights, registered designs, design rights, database rights, trade names or business names, rights in trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or equivalent proprietary rights and all applications for the same, whether existing now or in the future, anywhere in the world, whether registered or not, and all interests, privileges, causes of action, rights to recover damages, and remedies or other relief for any past, present, or future infringement, misappropriation, or violation of any of the foregoing; and

**“Representatives”** means, with respect to a party, its Affiliates (as applicable), and its and its Affiliates’ respective officers, directors, employees, consultants, agents, and subcontractors.

2. Term

2.1 These Service Terms shall apply to the Influencer/Agency as of the Agreement Date (as defined in the Form) and shall remain in effect during the Initial Term (as defined in the Form), unless earlier terminated in accordance with these Service Terms. Upon the expiration of the Initial Term or any then-current Renewal Term (as the case may be), tkismo may renew the Initial Term within the time period specified in writing by tkismo to the Influencer/Agency (the "Renewal Term"). The Initial Term and any Renewal Term (as applicable) shall be collectively referred to as the "Term."

3. SERVICES

3.1 The Influencer/Agency acknowledges and agrees that it shall independently provide the services set forth in the Form (the "Services") to tkismo during the Term, in accordance with these Service Terms and as required by tkismo from time to time, considering (in its reasonable discretion, using its skill and expertise) tkismo’s feedback. The Services shall include any additional tasks, services, functions, activities, and obligations not expressly stated in these Service Terms but reasonably required (in the reasonable discretion of the Influencer/Agency, using its skill and expertise after consultation with tkismo) for the Influencer/Agency to perform the Services; and shall: (X) meet the same degree of accuracy, completeness, and quality and be provided with the same degree of care, skill, and diligence as would be provided by the Influencer and other social media figures of similar standing to the Influencer; and (Y) comply with Applicable Law.

3.2 tkismo may, from time to time, issue written orders to the Influencer/Agency for additional services as determined by tkismo ("Orders").

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

3.4 The Influencer/Agency shall confirm receipt of each Order to tkismo within two (2) Business Days of receiving the Order, after which the Influencer/Agency shall be deemed to have accepted the Order.

3.5 Before the Influencer/Agency delivers Services to tkismo pursuant to an Order, tkismo shall have the right to modify, alter, or terminate the Order immediately upon providing written notice to the Influencer/Agency.

3.6 In the performance of the Services, the Influencer shall, and the Agency shall ensure that the Influencer shall:

(a) Undertake the activities specified in the Form and/or Orders (as applicable), including the creation and delivery of Influencer Content;

(b) Produce original, well-crafted, and edited Influencer Content that is of at least the same overall quality as the Influencer’s original content published before becoming an Influencer for tkismo;

(c) Independently create the Influencer Content, provided that it shall consider (in its reasonable discretion, using its skill and expertise) any feedback and/or requests (including creative briefs) provided by tkismo from time to time;

(d) (If applicable) Attend events hosted, promoted, or supported by tkismo ("Company Events"), subject to tkismo providing prior notice at least five (5) days before the Company Event. The Influencer shall also respond within forty-eight (48) hours after receiving an invitation from tkismo;

(e) Ensure that the performance of its Services does not involve any attempt to deceive tkismo or any other person, and that no information provided to tkismo is false, inaccurate, or misleading;

(f) Not make, authorize, or otherwise engage in any statements or communications that are defamatory, disparaging, derogatory, or otherwise damaging to tkismo or its Affiliates, or their respective products,

 services, officers, directors, employees, or shareholders ("Company Entities"), whether through social media platforms, live broadcasts, or otherwise;

(g) Ensure that it does not include 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, gender, religion, nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeit or infringing intellectual property; illegal drugs, medications, or supplements; gambling or lotteries, money lending businesses, or pornography) when creating and posting Influencer Content and any other materials referencing or associated with the Company Entities; and

(h) Not subcontract or delegate any of its obligations under these Service Terms to a third party without tkismo's prior written approval.

3.7 tkismo shall have the right to:

(a) Review and approve all Influencer Content or any other public announcements or content posted by the Influencer related to these Service Terms before posting or publishing; and

(b) Require the removal, relocation, restriction, or otherwise withdrawal from public circulation of any Influencer Content (including in cases where such Influencer Content does not comply with tkismo’s requirements from time to time).

4. Fees; Invoices; Taxes

4.1 Fees.

(a) As consideration for the Influencer's provision of Services, tkismo shall pay the Influencer the fees calculated in accordance with the Form and/or Orders (as applicable) ("Fees").

(b) The Influencer acknowledges and agrees that: (i) other than the Fees, no other fees, royalties, payments, amounts, charges, or consideration shall be paid to the Influencer or any third party in connection with tkismo's receipt of the Services; and (ii) it shall be solely responsible for any costs associated with the materials, tools, and equipment required to provide the Services (including any loss or damage to the foregoing).

(c) The Influencer acknowledges and agrees that tkismo's records shall be the sole, final, and conclusive evidence of the Influencer's performance under these Service Terms and any and all Fees payable, and shall be binding on the Influencer for all purposes related to the Services.

4.2 Payment.

(a) tkismo shall pay the Influencer the undisputed Fees in accordance with the Form and/or Orders (as applicable) but may withhold payment for any Fees disputed by tkismo in good faith (or, if disputed Fees have already been paid, tkismo may withhold an equivalent amount from future payments), including disputes relating to invoicing errors or overpaid amounts.

(b) Payment of the Fees shall be made by wire transfer to the Influencer's bank account (as detailed in the Form). For the avoidance of doubt, the Influencer shall ensure that its bank account details are accurate and valid to enable tkismo to pay the Fees to the Influencer. If any bank-related penalties arise due to the Influencer's inaccurate and/or invalid bank account information, such penalties shall be borne solely by the Influencer.

(c) The parties acknowledge and agree that tkismo shall have the right to set off and use any amounts due or owing by the Influencer and/or its Affiliates to tkismo and/or its Affiliates (as applicable) under these Service Terms or any other transactions, agreements, contracts, or debits, including but not limited to any debt, claims, pending claims, demands, losses, or damages, against any amounts payable or owed by tkismo and/or its Affiliates under these Service Terms to the Influencer and/or its Affiliates (as applicable).

4.3 Taxes.

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

(b) All Fees and other amounts payable under these Service Terms are inclusive of Taxes. To the extent required or permitted by Applicable Law, tkismo may deduct any applicable Taxes through reverse charge or a similar mechanism. tkismo shall promptly remit any deducted Taxes to the relevant government authority and shall provide the Influencer with written evidence of such remittance acceptable to the Influencer.

(c) Each party shall be individually responsible for paying any Taxes resulting from these Service Terms in accordance with the Applicable Laws of the relevant tax jurisdictions. Notwithstanding anything else in these Service Terms, if tkismo is subject to any withholding obligations on any payments due under these Service Terms, such payments shall be deemed to be inclusive of all Taxes, and tkismo shall be entitled to withhold and deduct from such payments any Taxes required to be withheld and deducted under Applicable Law. To the extent of the amounts so withheld and deducted, such withheld amounts shall, for all purposes under these Service Terms, be treated as having been paid to the relevant authority by whom such deduction and withholding was made, and tkismo shall have no further obligation to pay an equivalent of such withheld amounts or any portion thereof to the Influencer. tkismo shall promptly provide the Influencer with copies of receipts or other government documentation evidencing all Taxes withheld from such payments upon receipt. The parties shall cooperate and use all reasonable efforts to comply with all applicable documentation and filing requirements to minimize the amount of withholding Taxes imposed (if any). Without prejudice to the generality of the foregoing, the Influencer shall promptly provide tkismo with such documentation as is necessary to enable tkismo to comply with its withholding obligations under Applicable Law.

5. Intellectual Property

5.1 Influencer Content Rights. The Influencer acknowledges and agrees that the Influencer Content is created by the Influencer as a work made for hire under Applicable Law, and any and all rights, title, and interest in the Influencer Content, including all Intellectual Property, shall be exclusively owned by tkismo. If any rights, title, or interest in the Influencer Content do not vest in tkismo as a work made for hire, the Influencer hereby unconditionally and irrevocably assigns all such rights, title, and interest worldwide to tkismo in perpetuity. At any time, at tkismo’s request, the Influencer shall execute any documents in a form acceptable to tkismo to fully effectuate the ownership by tkismo of the foregoing Influencer Content. If, at any time, the Influencer fails or is unable to execute any such documents at the request of tkismo within fourteen (14) days, the Influencer hereby irrevocably appoints tkismo or its duly authorized officers and agents as the Influencer’s agent and attorney-in-fact to act for and on behalf of the Influencer to execute and file any and all such documents, and to do all other lawful acts that may have the same legal force and effect as if executed or performed by the Influencer. tkismo shall have the exclusive right, in perpetuity, to use, reproduce, modify, adapt, create derivative works, publish, distribute, publicly display, publicly communicate, publicly perform, stream, broadcast, and otherwise exploit the Influencer Content at its sole discretion worldwide, without any obligation to pay any royalties, accounting, or other sums to the Influencer or any third party. To the extent permitted by Applicable Law, the Influencer hereby waives all moral and economic rights (or equivalent rights) related to the Influencer Content on behalf of itself, its employees, contractors, and agents. If such rights cannot be waived under Applicable Law, the Influencer agrees not to assert such rights against tkismo.

5.2 Influencer Personal Rights. The Influencer hereby grants tkismo a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license to use the Personal Rights for the promotion and marketing of tkismo and its affiliates as provided from time to time, for the maximum period permitted under Applicable Law.

5.3 tkismo IP.

(a) The Influencer acknowledges and agrees that: (i) tkismo owns all rights to tkismo IP developed for these Service Terms (including any customizations, enhancements, modifications, or derivatives), and the tkismo name, logo, and trademarks (collectively, "tkismo IP"); (ii) it shall not at any time acquire any rights, title, or interest in the tkismo IP or any part thereof; (iii) it shall not at any time seek to register, assert, or claim any rights, title, or interest in the tkismo IP or any part thereof.

(b) tkismo hereby grants the Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license for the Term to use tkismo IP solely to the extent necessary to enable the Influencer to perform its obligations under these Service Terms (including providing the Services), provided that all use by the Influencer of tkismo’s logos, trademarks, and other brand devices shall be subject to tkismo’s prior written approval unless such use is in compliance with the terms of these Service Terms or tkismo’s instructions.

6. Beneficiaries of Services

6.1 The Influencer/Agency shall provide the Services to tkismo and its Affiliates, and in these Service Terms, unless the context otherwise requires, references to tkismo shall include tkismo’s Affiliates to the extent they are recipients of the Services.

7. Termination

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

(a) The other party commits a material breach of any of its obligations, representations, or warranties under these Service Terms and fails to cure such breach within fourteen (14) days of receipt of written notice from the terminating party;

(b) The other party commits a series of breaches that: (i) may not individually be material; (ii) are notified to the other party; and (iii) are not remedied within fourteen

 (14) days of receiving notice, and such unremedied breaches cumulatively constitute a material breach;

(c) The other party undergoes an Insolvency Event.

7.2 tkismo may terminate these Service Terms or any Order (as applicable) without cause at any time by providing seven (7) days' prior written notice to the Influencer/Agency.

7.3 The expiration or termination of these Service Terms shall not prejudice the rights and obligations of the parties that may have accrued prior to such expiration or termination, unless waived in writing by the party entitled to such rights.

7.4 Upon termination by tkismo under Clause 7.1 or Clause 7.2, unless otherwise agreed in writing by the parties, the Influencer/Agency shall immediately return any Fees paid by tkismo under these Service Terms to the extent that the Influencer/Agency has materially breached these Service Terms and to the extent that, at the date of termination, the Influencer/Agency has not provided Services to the satisfaction of tkismo.

7.5 The expiration or termination of these Service Terms shall not affect the effectiveness or continued validity of any provision of these Service Terms that is expressly or by implication intended to come into or continue in effect on or after such expiration or termination, including but not limited to Clauses 5, 7, 9, 10, 11, 12, and 13.