Support Policy Page

1.Explanation

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


1.2 In these Terms of Service, the following terms shall have the meanings assigned to them herein, unless the context otherwise requires:


"Affiliate" with respect to an entity means any entity that controls, is controlled by, or is under common control with such entity, where "control" means the power to direct or cause the direction of the management, policies, or assets of such entity, directly or indirectly, 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 or not such variable interest entity may be required to be consolidated with such entity under generally accepted accounting principles;


"Applicable Law" means any and all: (a) laws, statutes, or regulations, (b) guidelines, standards, rules, requirements, orders, and directives issued pursuant to any law, statute, or regulation, (c) rules of any securities exchange or equivalent body; (d) applicable data protection laws; (e) judgments, orders, warrants, directives, authorizations, judgments, rulings, decrees, injunctions, regulations, assessments, settlements, or awards of any and all governmental authorities, in each case 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 those efforts that a prudent and diligent commercial enterprise would use in the same or similar circumstances to achieve the specified result for its own benefit in a determined, cautious, and reasonable manner;


"Confidential Information" means: (a) legal and administrative information; (b) the existence and terms of these Terms of Service (including any fees payable to Supporters/Agents and business details listed in the table), and the position of the disclosing party in any dispute related to these Terms of Service; (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 the following information: (i) possessed by the receiving party or its representatives at the time of disclosure by the disclosing party or its representatives; (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 in violation of the confidentiality provisions of these Terms of Service; (iii) obtained by the receiving party or its representatives from a third party who is not under any obligation of confidentiality; (iv) independently developed by the receiving party or its representatives without reference to the disclosing party's Confidential Information;


"Bankruptcy Event" with respect to a particular person, means any of the following events: (i) a receiver or similar official is appointed to manage all or substantially all of the assets or business of such person; (ii) a resolution is passed for the winding-up (other than for the purpose of amalgamation or reconstruction with solvency or for the purpose of winding-up with solvency) or an order is made by the court for the winding-up (or any equivalent order in any jurisdiction) of such person; (iii) such person enters into any arrangement or composition with its creditors (other than in connection with a solvent restructuring); (iv) ceases to carry on business; (v) is unable to pay its debts as they fall due in the ordinary course of business; (vi) becomes subject to any event that, under applicable law,"Supporter Content" means all content created and provided by the Supporters pursuant to these Terms of Service, including but not limited to all intellectual property owned by Supporters, such as text, images, photographs, illustrations, drawings, animations, songs, audio, videos, and any other works created and provided by Supporters pursuant to these Terms of Service;


"Personal Rights" means all rights of Supporters protected under applicable law in their name, pseudonym, voice, likeness, image, portrait, biography, personality, characters, or any and all other aspects of their rights to publicity, privacy, or personality, and all intellectual property rights related or incidental thereto;


"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 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, in any part of the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, present, or future infringement, misappropriation, or violation of any of the foregoing rights;


"Representatives" means, with respect to a party, its affiliates, and the officers, directors, employees, advisors, agents, and subcontractors of each of its affiliates.


2.Term

2.1 These Terms of Service shall apply to the Supporter/Agent as of the Agreement Date (as set forth in the table) and shall continue in effect during the Initial Term (as set forth in the table), and, unless terminated earlier in accordance with the terms hereof, shall automatically renew for successive renewal terms (as applicable) thereafter, each such renewal term to be determined by MaiKan in writing to the Supporter/Agent within the period determined by MaiKan ("Renewal Term"). The Initial Term and any then-current Renewal Term(s), as applicable, shall collectively be referred to as the "Term".


3.Services

3.1 The Supporter/Agent acknowledges and agrees that it shall provide the services ("Services") specified in the table to MaiKan independently and as needed by MaiKan during the Term in accordance with these Terms of Service and shall from time to time consider (using its reasonable discretion and leveraging its technical and professional expertise) feedback from MaiKan. The Services shall include such other tasks, services, functionalities, activities, and obligations not expressly provided for in these Terms of Service but reasonably requested by MaiKan (in the reasonable discretion of the Supporter/Agent, leveraging its technical and professional expertise) to support the performance of the Services by the Supporter/Agent, and shall: (X) be of at least the same accuracy, completeness, and quality as those provided by Supporters and other social media personalities of similar status as the Supporter before becoming a Supporter; (Y) be conducted in accordance with Applicable Law.


3.2 MaiKan may, from time to time, place orders with the Supporter/Agent for additional services, which orders shall be determined by MaiKan ("Orders").


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

3.4 The Supporter/Agent shall confirm receipt of each Order to MaiKan within two (2) Business Days of receiving the Order, whereupon the Supporter/Agent shall be deemed to have accepted the Order.


3.5 Prior to the Supporter/Agent delivering services to MaiKan pursuant to an Order, MaiKan shall have the right to immediately amend, modify, or terminate the Order by written notice to the Supporter/Agent.


3.6 In providing the Services, the Supporter shall and the Agent shall cause the Supporter to:


(a) undertake the activities as specified in the table and/or Order (as applicable), including creating and providing Supporter Content;


(b) create original, carefully crafted, and edited Supporter Content, the overall quality of which shall be at least equal to that of the original content published by the Supporter before becoming a Supporter at MaiKan;


(c) independently create influencer content, provided that it shall consider (in its reasonable discretion, leveraging its technical and professional expertise) any feedback and/or requests (including creative briefs) provided by MaiKan from time to time;


(d) (if applicable) participate in events hosted, promoted, or supported by MaiKan ("Company Events"), provided, however, that the Supporter shall be provided with an invitation by MaiKan at least five (5) days in advance of the Company Event's commencement date, and the Supporter shall respond within forty-eight (48) hours of receipt of MaiKan's invitation;


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


(f) refrain from making or authorizing any defamatory, derogatory, disparaging, or otherwise harmful statements or representations about MaiKan or its affiliated companies or their respective products, services, executives, directors, employees, or shareholders ("Company Entities"), whether through social media platforms or during live streams;


(g) ensure that its Supporter Content and any other materials referencing or related to the Company Entities do not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamatory, abusive, or infringing materials (including content promoting prejudice, 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, lending businesses, or pornography);


(h) not subcontract or delegate any of its obligations under these Terms of Service to any third party without MaiKan's prior written consent.


3.7 MaiKan shall have the right to:


(a) review and approve all Supporter Content or other public announcements or content related to these Terms of Service before publication or posting; and


(b) request the removal, relocation, restriction, or other removal from public circulation of any Supporter Content (including such Supporter Content that from time to time violates any requirements of MaiKan).


4.Fees; Invoices; Taxes

4.1 Fees.


(a) As consideration for providing services as an influencer, MaiKan shall pay the influencer the fees ("Fees") calculated according to the table and/or Order (as applicable).


(b) The Influencer acknowledges and agrees: (i) that, apart from the Fees, no other fees, royalties, payments, amounts, charges, or consideration will be paid to the Influencer or any third party by MaiKan for the provision of services; (ii) that it shall be solely responsible for any expenses incurred for providing the services, including any losses or damages to materials, tools, and equipment required to provide the services.


(c) The Supporter acknowledges and agrees that MaiKan's records are the sole, final, and conclusive evidence of the Supporter's performance under these Terms of Service and of any and all Fees payable for purposes related to these Terms.


4.2 Payment.

(a) MaiKan shall pay the Supporter undisputed Fees in accordance with the table and/or Order (as applicable), but may withhold payment of disputed Fees in good faith by MaiKan (or, if disputed Fees have been paid, MaiKan may deduct an equivalent amount from future payments), including disputes related to invoice errors or amounts already paid.


(b) Payment of Fees shall be made by wire transfer to the Supporter's bank account (as specified in the table). For the avoidance of doubt, the Supporter shall ensure that its bank account details are accurate and valid for MaiKan to make payments to the Supporter. Any penalties related to inaccurate and/or invalid bank account information shall be borne solely by the Supporter.

(c) Both parties acknowledge and agree that MaiKan has the right to set off and utilize any amounts payable or owed by MaiKan and/or its affiliated companies to the Supporter and/or its affiliated companies (if applicable) under these Terms of Service against any amounts owed by the Supporter and/or its affiliated companies to MaiKan and/or its affiliated companies (if applicable) under these Terms of Service or any other transactions, agreements, contracts, or debit memos, including but not limited to any debts, liabilities, or claims, due or claimed by MaiKan and/or its affiliated companies (if applicable) against the Supporter and/or its affiliated companies.


4.3 Taxes.

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


(b) All fees and other amounts payable under these Terms of Service shall be inclusive of Taxes. Where applicable law requires or permits, MaiKan may deduct any applicable Taxes through a reverse charge or similar mechanism. MaiKan shall remit promptly any Taxes deducted to the relevant governmental authority and shall provide the Supporter with written evidence of such remittance acceptable to the Supporter.


(c) Each party shall be responsible for paying any Taxes arising from these Terms of Service in accordance with the requirements of the relevant tax jurisdiction. Notwithstanding any other provision of these Terms of Service, if MaiKan has any withholding obligations with respect to any amounts payable under these Terms of Service, such payments shall be deemed to include all Taxes, and MaiKan shall have the right to deduct and withhold such Taxes from such amounts. Any such withholding Taxes required to be deducted and withheld under applicable law shall be deemed paid to the authorities making such deductions and withholdings for all purposes of these Terms of Service to the extent of such withheld and deducted amounts. MaiKan shall promptly provide the Supporter with a copy of receipts or other governmental evidence to demonstrate all Taxes withheld from such payments. The parties shall cooperate and use reasonable efforts to comply with all applicable filing and registration requirements to minimize the amount of withholding Taxes imposed (if any). Notwithstanding the foregoing general provisions,


5.Intellectual Property

5.1 Supporter Content Rights. The Influencer acknowledges and agrees that the Influencer Content is created by the Influencer as works made for hire under applicable law and that all rights, title, and interest in and to any and all Influencer Content, including all intellectual property rights, shall be owned exclusively by MaiKan. If any rights, title, or interest in the Supporter Content do not vest in MaiKan as works made for hire, then the Supporter hereby unconditionally and irrevocably assigns all such rights, title, and interest worldwide to MaiKan. At any time upon MaiKan's request, the Influencer shall execute any documents in a form acceptable to MaiKan to effectuate MaiKan's complete ownership of the aforementioned Influencer Content. If, at any time, upon MaiKan's request, the Supporter fails or is unable to execute any such documents within fourteen (14) days, the Supporter hereby irrevocably designates and appoints MaiKan or its duly authorized officers and agents as the Supporter's attorney-in-fact and proxy, with full power of substitution and resubstitution, to act for the Supporter and in the Supporter's name, place, and stead to execute and file any and all such documents and to perform all other lawful acts necessary to accomplish the foregoing with the same legal force and effect as if executed or performed by the Supporter. MaiKan shall have the absolute discretion to use, copy, modify, adapt, create derivative works from, publish, distribute, publicly display, transmit to the public, publicly perform, stream, broadcast, and otherwise exploit the Supporter Content worldwide without any accounting or other payments to the Supporter or any third party. To the extent permitted by applicable law, the Supporter hereby waives all moral and economic rights (or equivalent rights) arising under any jurisdiction's law with respect to the Supporter Content. If such rights cannot be waived under applicable law, the Supporter agrees not to assert such rights against MaiKan.

5.2 Supporter's Personal Rights. The Supporter hereby grants to MaiKan a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license, for the longest period allowed under applicable law, to use the personal rights to promote and market MaiKan and its associated services from time to time.


5.3 MaiKan IP.


(a) The Influencer acknowledges and agrees that: (i) MaiKan owns the MaiKan IP as defined in these Terms of Service (including any customized, enhanced, modified, or derivative products) and the MaiKan name, logo, and trademarks collectively referred to as the "MaiKan IP"; (ii) it shall not acquire any rights, title, or interest in any part of the MaiKan intellectual property at any time; (iii) it shall not seek to register, assert, or claim any rights, title, or interest in any part of the MaiKan intellectual property at any time.


(b) MaiKan hereby grants to the Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, and royalty-free license to use the MaiKan IP solely to the extent necessary for the Influencer to perform its obligations under these Terms of Service (including providing services), provided that any use by the Influencer of MaiKan's logos, trademarks, and other branding materials shall require MaiKan's prior written consent unless such use complies with the terms of these Terms of Service or MaiKan's instructions.


6.Service Recipients

6.1 The Supporter/Agent shall provide services to MaiKan and its affiliated companies, and for the purposes of these Terms of Service, unless otherwise required by the context, any reference to MaiKan shall include its affiliated companies within the scope of their receipt of services.


7.Termination

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


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


(b) The other party engages in a series of breaches that, individually, may not be material but, collectively, constitute a material breach and fails to remedy such breaches within fourteen (14) days after receiving notice thereof, if such unremedied breaches collectively constitute a material breach;


(c) The other party becomes subject to a bankruptcy event;


7.2 MaiKan may terminate these Terms of Service or any Order (if applicable) at any time without cause upon seven (7) days' prior written notice to the Supporter/Agent.


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


7.4 Upon termination by MaiKan under clause 7.1 or clause 7.2, unless otherwise agreed in writing by the parties, the Influencer/Agent shall immediately refund to MaiKan any fees paid by MaiKan under these Terms of Service in the event of a material breach by the Influencer/Agent under these Terms of Service, and any services not provided to MaiKan to MaiKan's absolute satisfaction on the termination date.


7.5 The expiration or termination of these Terms of Service shall not affect the validity or continued effectiveness of any provision of these Terms of Service intended to come into effect or remain effective on or after such expiration or termination (including, but not limited to, clauses 5, 7, 9, 10, 11, 12, and 13).