Dua Dua General Terms and Conditions

1.1. You agree and acknowledge that you will provide DuaDua true and accurate information when using our Website. Before we provide our Website to you and from time to time during our provision of Services to you, we may carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant) together with any parties involved in your transactions. You must provide us with complete, accurate, and up to date information at all times, including any information we require to verify you or your company. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of a request from us. You acknowledge that we may not provide you with any of our Website until we have received all the information we require. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.

1.2. You agree and acknowledge that we do not make any inquiries or information check or verify information you provide to us, hence we rely on true and accurate information you provide to us and publish on our Website including your Tags (defined below).

2.1 The Website provides a place and opportunity for the sale of Services of KOL and the Merchant. The identity of the KOL and the type of services on the Website, may be stated on the profile list of KOLs on the Website.

2.2 Where the Merchant wishes to engage Services of KOL (defined below) for the Merchant's promotion and provides an offer to the KOL and KOL has accepted the same, this shall constitute a Contract entered into directly between KOL and the Merchant. Where the Contract is entered into directly between KOL and the Merchant, DuaDua is not a party to the Contract or any other Contract between KOL and Merchants and accepts no obligations in connection with any such Contract. The Parties shall be entirely responsible for the Contract between them, including but not limited to the listing and scope of work of the Services of KOL, the type of exposure the KOL is to provide the Merchant, the delivery timeline of the Services of KOL.

2.3 Any information made available on the Website in connection with the Services of KOL, including photographs, sample videos, data about the delivery of the services by KOL, appearance, performance, any information disclosed by KOL are information of the KOL and DuaDua is not responsible for any posting made by the KOL. In entering into the Contract, the Merchant acknowledges that he / she / it does not rely on and waives any claim based on any such representations or information so provided.

2.4 While KOL endeavours to provide an accurate description of the Services of KOL to be provided, neither DuaDua nor KOL warrants that such description is accurate, current or free from error. In the event that the services provided by KOL is not what the Merchant has engaged the KOL for or is fundamentally different from campaign details as described on the Website and which KOL has engaged to do, the Merchant has a right to reject the work of the KOL and/or request for a replacement work. If a replacement work is provided by KOL, the rejected work of the KOL has to be returned to KOL and no additional copies has been made by the Merchant. IF the Merchant is found to have copied and use the rejected work, the Merchant is deemed to have accepted the work and would be required to pay the Engagement Fees (as defined below) to KOL.

2.5 We reserve the right, but shall not be obliged to:

• monitor, screen or otherwise control any activity, content or material on the Website and/or the work of KOL. We may in our sole and absolute discretion, investigate any violation of the terms of this Terms and Conditions contained herein and may take any action it deems appropriate;
• prevent or restrict access of anyone to the Website;
• report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities, and to co-operate with such authorities; and/or
• to request any information and data from you in connection with your use and/or access of the Website at any time and to exercise our right under this clause. If you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data, we have a right to terminate your access.

2.6 Any typographical clerical or other error or omission in any quotation, invoice or other document or information issued by DuaDua on the Website shall be subject to correction without any liability on the part of DuaDua.

3.1 The Merchant may engage the Services of KOL by placing and completing the campaign details on the Website and shall be responsible for ensuring the accuracy of the campaign details. All campaign details shall be subject to KOL's acceptance in their sole discretion and each campaign details accepted by KOL shall constitute a separate Contract and be deem an engagement of KOL by the Merchant and shall be deemed to be irrevocable and unconditional upon transmission through the Website. DuaDua shall be entitled (but not obliged) to process the Contract between the KOL and the Merchant without further consent from the Merchant. Nevertheless, the Merchant may request to cancel or amend the Contract which DuaDua shall endeavour (but not obliged) to give effect to on a commercially reasonable effort basis and the Merchant shall have their deposit forfeited.

3.2 The Contract between KOL and the Merchant will only be concluded upon DuaDua issuing contractual documentation on a non-exclusive, non-employee basis to endorse and promote the Merchant's brand, product, services or matter to the Merchant's target audience and executed by both KOL and the Merchant. For the avoidance of doubt, DuaDua shall be entitled to refuse or cancel any Contract between the KOL and Merchant without giving any reasons to KOL prior to issuing confirmation if KOL has been suspended from the Website or for any reason at the discretion of DuaDua at no liability to DuaDua. DuaDua shall furthermore be entitled to require KOL to furnish DuaDua with contact and other verification information, including but not limited to address, bank statement and contact numbers prior to issuing a contractual documentation to Merchant.

3.3 No concluded Contract may be modified or cancelled by KOL except with prior written consent from DuaDua and on terms that KOL shall indemnify DuaDua in full against all Losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by DuaDua as a result of the modification or cancellation, as the case may be.

4.1 KOL hereby acknowledges and warrants to DuaDua the following:

• that the information and details they provide on their profile on the Website is true and accurate information about themselves and will continue to keep the information updated and accurate;
• KOL shall only upload various content, imagery, media, video and graphics on the Service of KOL to promote their skill that are their original work. Unless explicitly permitted by this Terms and Conditions, or otherwise agreed in writing by DuaDua, no Merchant or any third party may edit, copy, distribute, publicly reproduce for any purpose other than the purpose set out in the Contract between the KOL and the Merchant. The term "content" includes all and any data, images, text, graphics, music, sounds, sound sequences, videos, and any other information provided or developed by KOL and/or DuaDua, and any such services available for download.
• that all the content, imagery, media, video and graphics uploaded on the Service are actual and content, imagery, media, video and graphics which is created and owned by KOL and does not infringe any intellectual property right of any third party. KOL hereby grants DuaDua and Oneverse the world wide, irrevocable right to utilise, publish, and disseminate a content, imagery, media, video and graphics including the rights to reproduce, distribute, and display it across various mediums including for the rights to use it for purpose of marketing on the various mediums but not limited to social medias and website.

4.2 KOL agrees to indemnify DuaDua and Oneverse for any cost, demand, Losses incurred as a result of KOL infringing any intellectual property rights of any third party or the breach of this Terms and Conditions.

4.3 KOL agrees to will deliver the Services of KOL according to the agreed schedule specified by the Merchant in the campaign details. KOL shall conform to the specifications and instructions as outlined in detail by the Merchant in the campaign details and shall abide by the rules of the relevant social media Websites or FTC guidelines (For example, all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age) and Prohibited Acts.

4.4 KOL agrees that Services of KOL shall be subject to the Merchant's acceptance and approval. The Merchant has a maximum of seven (7) days to reject any Services of KOL which has been produced and must notify KOL within seven (7) days of receipt of produced work of the KOL that additional revisions and/or amendments will be requested.

4.5 IF the Merchant does not reject what the KOL has produced within the seven (7) days of receipt of the Work, it is deemed that the Merchant has accepted the Work (" Completion of Contract "). KOL will be paid the Engagement Fees by DuaDua within One (1) Business Day after Completion of the Contract subject to KOL providing DuaDua with accurate bank details during the sign-up process. KOL agrees that all payment shall be made on this Website and no offline or direct payment will be made between KOL and the Merchant.

4.6 For live broadcast, KOL agrees to follow the instructions of the Merchant including any guidelines and conditions set by the Merchant, including but not limited to include hastags, tags, mentions or links relating to the Merchant, as may be mutually agreed in writing upon by KOL and the Merchant. KOL agrees to follow the instructions of the Merchant and to avoid mentioning the following agreed competitors of the Merchant and shall focus on the Merchant's product, services or matters.

4.7 KOL shall ensure that KOL will not misrepresent or provide false information with regards to the Merchant's brand, product, goods or services and if there is a script provided by the Merchant, KOL shall promote the brand, product, goods or services in accordance to the script. IF it is a live stream, KOL shall avoid misrepresenting or false information to end users.

5.1 The Engagement Fees (defined below) for the Services of KOL shall be the price stated on the the Website. The Engagement Fees includes any applicable sales tax or service tax, value added tax or similar tax which KOL shall be liable to pay, but it excludes any cost and fees as may be stated by KOL on the Website.

5.2 In the event that the services of the KOL have been mispriced on the Website, the Merchant reserves the right to terminate the Contract, in which case the KOL will be notified of such cancellation by way of email or through DuaDua Website. The Merchant shall have such right to terminate the Contract notwithstanding that the Contract has been confirmed by DuaDua or that payment has been charged to the Merchant.

5.3 The Merchant shall be entitled to make payment for the Engagement Fee using various payment methods made available on the Website. When the Merchant places a campaign details on the Website, a deposit equivalent to 10% of the Engagement Fees shall be taken from the Merchant's account and upon the formation of a Contract, the remainder of the Engagement Fees will be deducted from the Merchant's account. For avoidance of doubt, the Engagement Fees shall be the fees published by the KOL on the Website and has been reviewed by the the Merchant who contracted the Services of KOL. All payment of Engagement Fees shall be made to DuaDua, either accepting payment in its own right or as the KOL's agent. KOL acknowledges that DuaDua is entitled to collect payments from the Merchant and will pay the KOL upon KOL's completion of the Contract's scope of work as per the campaign details.

5.4 DuaDua shall make payment to the KOL upon completion of the Contract's scope of work as per the campaign details and subject to the correct details has been provided by KOL to DuaDua:

5.4.1 Online Banking

The Engagement Fees of KOL shall be paid from DuaDua's account subject the payment being made by the Merchant. The transaction must be payable in Ringgit Malaysia or the currency dictated by KOL. If the payment fails, DuaDua shall inform the KOL about the failure and the KOL shall work closely with DuaDua to resolve the issue they are facing.

5.4.2 Other Payment methods

DuaDua may introduce more payment method in the future. If the KOL wishes to be paid via a different payment method, the KOL should discuss this matter with DuaDua to see if this is an available option.

6.1 The Merchant and KOL both acknowledges and agrees not to engage in any of the following services or produce Work that:

• is against, religion, race, royalties, political, or involve in anything which is defamatory to DuaDua;
• KOL shall not be involved in any scandalous activity or action including be in possession, consuming or be involved in anything with regards to drugs;
• does any act or participate in any action or activities which is against the law or illegal under the applicable law of the country; and/or
• may defame any party or entity;
• would impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
• uses the Website for illegal purposes;
• post, promote or transmit through the Website any Prohibited Materials;
• would interfere with another's utilization and enjoyment of the Website;
• uses or uploads, in any way, any software or material that contains, or which you have reasons to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Website's data or damage or interfere with the operation of another person's computer or mobile device or the Website; and
• uses the Website other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.

7.1 KOL agrees that KOL will not cancel any Contract which has been entered between the KOL and the Merchant. If a Contract has to be terminated by the KOL, a valid reason in writing has to be given to the Merchant and DuaDua within seventy-two (72) hours of a start of a campaign. KOL agrees that any termination within this period will result in the KOL forfeiting the deposit of the Engagement Fees and/or deposit the KOL has paid. KOL acknowledges that if there are termination at their request, their ratings will fall.

7.2 KOL agrees that DuaDua have full discretion to terminate the KOL's access to this Website if KOL cancels a total of five (5) Contracts.

8.1 During the Contract term, KOL may receive, have access to and create documents, records and information of a confidential and proprietary nature to the Merchant and customers of the Merchant. KOL acknowledges and agrees that such information is an asset of the Merchant or its clients, is not generally known to the industry, is of a confidential nature and, to preserve the goodwill of the Merchant and its clients must be kept strictly confidential and used only in the performance of Services of KOL. KOL agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the Merchant or as otherwise directed by the Merchant in the course of KOL's performance of Services of KOL under the Contract, and thereafter only with the written permission of the Merchant. Upon Completion of the Contract or termination of the Contract, or upon the request of the Merchant, KOL will return to the Merchant all of the confidential information, and all copies or reproductions thereof, which are in KOL's possession or control. KOL agrees that during the tenure of the Contract, and for a six month term afterwards, KOL will not undertake influencer marketing for a competitor in the same vertical as the Merchant.

9.1 All Intellectual Property and related materials that is produced under the Contract will be the sole property of the Merchant. The use of the Intellectual Property shall be only for the purpose of the Contract, except with the written consent from the Merchant. KOL shall be responsible for any and all Loses resulting from its unauthorised use of the Intellectual Property and/or work produced by KOL or infringement of any third party rights and shall fully indemnify the Merchant, DuaDua and Oneverse for any Loses and claims.

10.1 Unless expressly set out int his Terms and Conditions or the relevant Additional Terms, to the fullest extent permitted by law, neither DuaDua, Oneverse or any of its service providers or affiliates makes any warranty (whether express or implied), representation or undertaking about this Website (including, without limitation, their accuracy, availability and reliability), any software or hardware used with or on this Website, any application or feature accessed by KOL using this Website, or the reliability or quality of the underlying telecommunications network accessed by KOL while using this Website.

10.2 This Website is provided on an 'as is' and 'as available' basis, and its availability is subject to the availability, functionality and reliability of resources used to provide this Website (including, without limitation, the Website, Oneverse's systems and the relevant third party system, software or hardware), downtime and lack of availability (whether for technical reasons, required maintenance work, or otherwise), as well as events, circumstances or causes beyond Oneverse's reasonable control.

10.3 To the fullest extent permitted by law, DuaDua and Oneverse shall not be responsible to any KOL for any loss, damage, fine, regulatory action, claim or compensation of whatever nature arising from or relating to such KOL's use of, or inability to use, the Website (collectively, the "Liabilities") including but not limited to (i) such KOL's breach of this Terms and Conditions, (ii) any alleged unauthorised transactions, disruptions, errors, defects or unavailability of the Website, and (iii) any loss of data or damage to any software or hardware used by the KOL to access this Website.

10.4 In the event that any Liabilities are not excluded under this Terms and Conditions, to the fullest extent permitted by law, DuaDua's and Oneverse's maximum aggregate liability to any KOL in respect of such Liabilities, whether under all applicable laws of contract, tort or otherwise, shall be limited to DuaDua's Administrative Fees.

11.1 If KOL is below the age of 18 years of age, the KOL must obtain consent from the parent(s) or legal guardian(s) and the KOL's acceptance of this Terms and Conditions would be deem the agreement of the parent(s) and/ or legal guardian to take responsibility for: (i) KOL's actions; (ii) any payment or delivery of Services of KOL as per the Contract associated with KOL's acceptance of the campaign details; and (iii) KOL's acceptance and compliance with this Terms and Conditions. If KOL who is below the age of 18 do not have consent from parent(s) or legal guardian(s), KOL must stop using/accessing this Website.

12.1 KOL are agreeable if their rating fall below 5, DuaDua has full discretion and rights to suspend or terminate KOL's access to this Website. DuaDua's full discretion shall be final and any appeal will not be entertained.

12.2 If KOL who has been suspended wishes to continue with the contract with the Merchant prior to the suspension, KOL shall pay an upfront deposit of xx percent (xx%) of the Engagement Fees to DuaDua as security deposit to ensure KOL adhere to the terms of the contract which KOL's Engagement is for.

12.3 In the event if DuaDua is suspicious or led to believe that KOL and the Merchant are dealing outside this Website directly, DuaDua reserves the right to suspend or terminate KOL's access and account on this Website without any notification or warning to KOL.

13.1 You agree to indemnify DuaDua against all Losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by DuaDua in connection with or as a result of:

• your breach of this Terms and Conditions or failure to comply with applicable law;
• (where applicable) your incorrect instructions in campaign details, underpayment, payment error, or other invalid payment you cause;
• any error, default, negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf;
• a third party alleging that our use of the your information as permitted by this Terms and Conditions infringes any Intellectual Property Rights;
• any of your instructions which we reasonably believe to have been made by you through your valid login details;

13.2 This clause 13.2 and clauses 13.3 and 13.4 apply in respect of the obligations in this clause 13. If a Party becomes aware of any claim or proceeding which might lead to a claim under this clause 13, (each, a ' Third Party Claim '), the Party will promptly notify the other Party in writing and, subject to the other Party complying at all times with clause 13.3, the first Party will:

• allow the other Party to control the defence of such Third Party Claim; and
• at the request and expense of the other Party, provide reasonable assistance for the other Party to defend any such Third Party Claim.

13.3 If the other Party assumes the defence of a Third Party Claim, the other Party will:

• promptly notify the first Party that it has assumed such defence;
• at all times have regard for the interests and reputation of the first Party and comply with all applicable court rules in the defence of such Third Party Claim;
• consult and keep the first Party informed, in relation to any negotiations, settlement or litigation; and
• not, without the prior written consent of the first Party, enter into any settlement or compromise of the Third Party Claim that involves a remedy other than the payment of money.

13.4 If the other Party does not assume the defence of a Third Party Claim in accordance with clause 13.3 within 14 (fourteen) days of being notified in writing of that Third Party Claim, the first Party, or a Person designated by the first Party, may defend the Third Party Claim in such manner as it may deem appropriate, and the other Party will indemnify the first Party in relation to all costs, claims and liabilities incurred by the first Party in relation to such Third Party Claim.

14.1 We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Website and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Website or any part of the Services.

15.1 The Intellectual Property in and to the Website and any Materials are owned, licensed to or controlled by Oneverse, our licensors, or our service providers. Oneverse reserve the right to enforce its Intellectual Property to the fullest extent of the law.

15.2 No part or parts of the Website, or any Materials on the Website may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred, or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners.

15.3 The Trademarks are registered and unregistered trademarks of us or third parties. Nothing on the Website and this Terms and Conditions shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or link to any other website) any Trademarks displayed on the Website, without our written permission or any other applicable trademark owner.

16.1 You grant us a non-exclusive licence to use the materials or information that you submit to the Website and/or provide to us, including but not limited to questions, reviews, comments, and suggestions (collectively, “Submissions”). When you post your information or details on the Website, you also grant us the right to use the name, and/or Tags that you submit in connection with your profile and Personal Data or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any submissions. We may, but shall not be obligated to, publish, remove, or edit your submissions.

16.2 You consent and authorise us to use any information provided by you (including Personal Data) for the purposes of using this Website. The Terms and Conditions to the provisions of this Clause 16 shall constitute your consent for the purpose for us to reach out to you and also for the provisions of any spam control laws anywhere in the world. You may subsequently opt out of receiving promotional or marketing e-mails by clicking on the appropriate hyperlink in any promotional or marketing e-mail.

16.3 You acknowledge that you have read and agree to the Privacy Policy as set out on the Website and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

17.1 In the event of any dispute arising out of or related to this Terms and Conditions, the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable to resolve the dispute, they agree to submit the dispute to be mediated by DuaDua before resorting to litigation.

17.2 If any term or provision of this Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

17.3 DuaDua do not provide our Website to businesses that engage in, or support your business involved in the following types of activities. You acknowledge, agree and warrant that you will not be using the DuaDua's Website for the following types of activities:

• adult entertainment and related services, including pornography, escort services, prostitution services and/or any form of advertising of or for sexual services;
• gambling services where it is illegal or offering gambling services without the required permits or licenses (including skilled game wagering);
• counterfeit or unauthorised goods, or products or services; such as goods or services which infringe upon intellectual property or proprietary rights of third parties;
• weapons manufacturing, sales and supplies or business dealings related to any military items;
• the offering of regulated financial services (directly or indirectly) without a valid license and/or registration;
• the sale and/or distribution of any product or service without the requisite permit or license in their place of operation (governmental or otherwise);
• the sale and/or distribution of any products or services which promote or encourage discrimination, including discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation or age;
• Ponzi/ Pyramid Scheme/ Multi Level Marketing/ Telemarketing;
• the trade of restricted and/or endangered animal species and products derived from them;
• the sale, distribution and/or trade of archaeological and cultural relics;
• the sale of access to cyberlockers or remote digital file-sharing services; or
• any transactions made for no genuine commercial purpose, such as the pooling of funds between multiple parties or the cashing out of credit or stored value cards or money laundering.

17.4 In no event shall DuaDua be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Merchant as a result of an action brought by KOL) even if such loss were reasonably foreseeable or if DuaDua had been advised of the possibility of incurring the same.

17.5 No action shall be brought against DuaDua later than 12 months after the date you became aware of the circumstances giving rise to a claim or the date when you ought reasonably to have become aware.

17.6 No waiver by DuaDua of any breach of this Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision. Further, DuaDua's failure to enforce this Terms and Conditions shall not constitute a waiver of these terms, and such failure shall not affect DuaDua's right later to enforce the terms of this Terms and Conditions.

17.7 If any provision of this Terms and Conditions is held by any competent authority to be illegal, invalid or unenforceable in whole or in part, the validity of the other provisions of this Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

17.8 No person who is not a party to this Terms and Conditions (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of the Terms and Conditions which expressly or by implication confers a benefit on that person without the express prior Terms and Conditions in writing of the parties.

17.9 This Terms and Conditions shall be governed by the laws of Malaysia.

17.10 (Where the Contract is concluded between KOL and the Merchant) KOL must exhaust all legal avenues against the Merchant, should any dispute, controversy or claim arise out of or relate to the Engagement, or the breach, termination or invalidity thereof. Any such actions brought against DuaDua for any dispute, controversy or claim arising out of or relating to the Engagement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre (AIAC) for the time being in force. The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Director of the AIAC. The place of arbitration shall be Kuala Lumpur. Any award by the arbitration shall be final and binding upon the parties.

17.11 Notwithstanding Clause 17.10 above, DuaDua shall be entitled to commence court legal proceedings for the purposes of protecting its Intellectual Property rights and confidential information or for a breach or non-performance by means of injunctive or other equitable relief.

17.12 DuaDua may, through the Website or by such other method of notification as DuaDua may designate, vary the terms of this Terms and Conditions, such variation shall take effect on the date DuaDua specifies through the above means. If you continue to use the Website after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access to or using the Website and terminate this Terms and Conditions.

17.13 This Terms and Conditions shall constitute the entire Terms and Conditions between DuaDua and you relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and Terms and Conditions with respect to the subject matter hereof.

17.14 DuaDua reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under this Terms and Conditions and reserves the right to use any service providers, subcontractors and/or agents on such terms as DuaDua deems appropriate.

"Contract" means the Merchant provides KOL and offer based on the Services of the KOL to promote the Merchant's product, services or matter, and KOL accepts the offer, a contract is formed between the Parties.

"DuaDua's Administrative Fees" means five percent (5%) or any percentage which DuaDua may prescribe of the Engagement Fees.

"Engagement Fees" means the Engagement Fees which the Merchant shall pay KOL for Completion of the Contract for the Services of KOL as per the campaign details on the Website subject to KOL delivering the production to the Merchant.

"Intellectual Property" 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.

"KOL" means key opinion leaders who are influencers with experience and expertise influencing public opinions about product, services or matters. Reference to KOL shall also include the agent of KOL who may be the party publishing the details of KOL on this Website.

"Losses" means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands, and other liabilities, whether foreseeable or not.

"Materials" means, collectively, all web pages on the Website, including the information, images, links, sounds, graphics, video, software, applications, and other materials displayed or made available on the Website and the functionalities or services provided on the Website.

"Merchant" means a merchant who owns, or is a licensee of a brand and/or business who wishes to explore and engage the Services of KOL using this Website.

"Oneverse" means Oneverse Pte Ltd, the intellectual property owner of this Website.

"Personal Data" means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. "Personal Data" shall be deemed to include any data that you have provided to us when using this Website.

"Privacy Policy" means the privacy policy set out at DuaDua MY Privacy Policy.

"Prohibited Material" means any information, graphics, photographs, data and/or any other material that:

• contains any computer virus or other invasive or damaging code, program or macro;
• infringes any third-party Intellectual Property or any other proprietary rights;
• is defamatory, libellous, or threatening;
• is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful, or otherwise illegal under the applicable law; and/or
• is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.

"Services of KOL" shall mean services and/or work which KOL produce, broadcast or promote for the Merchant based on the campaign details as stated on the Website.

"Tags" means player's online handle, or player name. This is often used to find other gamers and is often presented to others when playing online games.

"Trademarks" means the trademarks, service marks, trade names and logos used and displayed on the Website.

"Work" means the services and/or work which KOL to produce, broadcast or promote for the Merchant based on the campaign details as stated on the Website, which has been accepted by KOL.