PLATFORM LICENSE AGREEMENT

PLATFORM LICENSE AGREEMENT

These NetEase Terms of Service ("Agreement"), dated as of the Licensee’s signature date in the Order Form (as defined below) ("Effective Date"), are by and between NetEase Interactive Entertainment Pte. Ltd. ("NetEase"), and Customer (“Licensee”), as defined in the Influencer Marketing Services Agreement and Statement of Work (“Order Form”) (each a “party”). In the event of a conflict between the terms of the Order Form and this Agreement, the order of precedence shall be as follows: (1) the Order Form; and (2) this Agreement.

WHEREAS as between the parties, NetEase is the owner or licensee of the “EPICOLL” platform, a social intelligence solution that enables viewing insights on brands and individuals ("Services"); and WHEREAS Licensee desires to obtain a license from NetEase to use the Services, and NetEase is willing to grant such rights and licenses to use the Services subject to the terms and conditions set forth herein and in the Order Form; NOW, THEREFORE, the parties hereby agree as follows:

1. Scope of License.

Subject to the this Agreement and the payment of the required fees, NetEase grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable and limited license to use the Services solely for the purpose of Licensee ordering, configuring and monitoring influencer marketing activities enabled via the Services for Licensee (“License”). Licensee warrants that: (a) it has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement or restriction applicable to, or binding upon, Licensee; and (b) Licensee will comply with all applicable laws, rules, regulations, and ordinances (and shall not violate, infringe, misappropriate or breach any third party’s (including, without limitation, NetEase’s rights) in its performance of this Agreement and use of the Services. Under the License, Licensee shall be given a username and password from NetEase for logging into the Services, following which Licensee's use of the Services shall be enabled. Licensee shall be fully responsible and liable for the actions and omissions of its users and the users Licensee adds to the Services. For clarity, this Agreement is a technology license agreement only and, therefore, no professional services are being provided to Licensee.

2. Intellectual Property Rights & Restrictions.

Other than the limited License granted under this Agreement to Licensee during the Term, all intellectual property rights, ownership rights and proprietary rights in the Services and any part thereof, including all proprietary and secret information of NetEase or its licensors, and including any and all derivatives, updates, upgrades, changes and improvements thereof lie and remain exclusively with NetEase and/or its licensors. All rights not expressly granted hereunder are reserved by NetEase. Licensee shall (i) not sell, lease, sublicense or distribute any rights of use in the Services or any part thereof or allow any third party to use such rights, for any purpose; (ii) not attempt to reverse engineer, decompile, or disassemble the Services, or any part thereof; (iii) refrain from modifying the Services, or granting any other third party the right to do so; (iv) not represent that it possess any proprietary interest in the Services; (v) not directly or indirectly, take any action to contest NetEase's intellectual property or proprietary rights or infringe them in any way; (vi) except as specifically permitted by NetEase, not use the name, trademarks, trade-names, and logos of NetEase; (vii) not use, or otherwise transfer, access or commercially exploit (or allow third parties to use, transfer, access or commercially exploit), any data made available to Licensee through the Services or any derivatives thereof (“NetEase’s Data”) in order to create derivative works of the Services or any software product (or parts thereof) that is the same or substantially similar to the Services or achieve, or intends to achieve, the same or a similar purpose and (viii) not to bypass, circumvent or disrespect any security or technical restrictions implemented within the Services.

If Licensee provides suggestions, comments or feedback (whether orally or in writing) regarding the Services (the “Feedback”), any and all rights in and to the Feedback, including Intellectual Property Rights, shall belong exclusively to NetEase and shall be considered NetEase’s Confidential Information, and Licensee hereby irrevocably transfers and assigns to NetEase all rights in such Feedback and waives any and all moral rights that Licensee may have in respect thereto and waives the right to assert or claim such rights. Use of Feedback, if any, may be made by NetEase at its sole discretion.

3. Omitted.

4. Taxes.

All amounts payable hereunder and under the Order Form shall be paid in net terms and shall not be subject to any set-off or deduction of any kind. Licensee is solely responsible for payment of any taxes resulting from the acceptance of the License, including VAT if applicable. If Licensee is required to withhold any amounts due to applicable tax laws or regulations, Licensee shall pay an amount to NetEase such that the net amount payable to NetEase after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement (“gross up”). In addition, Licensee shall be responsible for all income, sales, business, or any other such form of tax, fee, license or payment due in receipt of the transfer of the property or right to use such property under all circumstances. NetEase may request payment of such applicable taxes in accordance to applicable law for remittance to such governmental agency, but all final duties for payment and compliance of all tax laws shall be the duty of the Licensee. Licensee agrees to hold harmless NetEase from all claims and liability arising from Licensee’s failure to report or pay any applicable taxes, duties or other governmental charges.

5. Customer Support.

During the term of this Agreement, NetEase will provide Licensee customer support for the Services during the following Customer Support Hours: Monday to Friday from 9 am to 5 pm SGT. Licensee shall be entitled to training and strategy sessions over web, live in-platform chat support, monthly reviews, and a dedicated account manager to assist with questions.

6. Omitted.

7. Confidentiality.

All designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Services and/or NetEase's business activities and/or any proprietary or confidential information of NetEase disclosed pursuant to this Agreement which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature shall be considered “Confidential Information”. Licensee agrees to use NetEase’s Confidential Information only in connection with the License, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with NetEase's prior written consent. If the disclosure is required by law, or a government order or official authority request the information to be disclosed, Licensee shall give written notice to the NetEase prior to such disclosure and provide NetEase with an opportunity to take legal steps to resist or narrow such request.

8. Disclaimer of Warranties.

Licensee acknowledges that the data and information contained on, or included in, the Services may be based on information, data and content obtained by NetEase from various data sources. To the maximum extent permitted by law, NetEase shall not be held responsible for any acts and/or omissions of such data sources and NetEase does not intend, and will not be required, to edit or review for accuracy or appropriateness any information and/or data provided by Licensee (including such information contained in Licensee's social properties). EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, IF ANY, NETEASE PROVIDES THE SERVICES TO LICENSEE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETEASE AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NetEase DOES NOT WARRANT THAT THE SERVICES OR ANY SOFTWARE OR DATA RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. Licensee is solely responsible for proper configuration of all hardware and other equipment and all devices and other software used with the Services and for making lawful use of the Services and its features.

9. Indemnification.

Licensee shall fully indemnify, defend and hold NetEase (including its officers, directors, employees, subsidiaries and affiliates) harmless from any and all losses, liabilities, fees, settlements and damages (including reasonable attorney's fees and expenses) arising from Licensee’s use of the Services and/or from a claim based on Licensee's breach of its representations, warranties and obligations as set forth in this Agreement. Subject to the Indemnification Exceptions (defined below), NetEase shall pay all settlements finally agreed to by NetEase or judgments finally awarded against the Licensee resulting from a third party claim that the Services infringe valid copyrights or trade secrets. The indemnitee shall provide the indemnitor with: (a) prompt written notice of such claim and (b) sole control over the defense and settlement of such claim. The indemnitee shall provide the indemnitor with information and assistance as may be reasonably requested by the indemnitor. Licensee may not settle any claim without first obtaining NetEase’s written permission.

Indemnification Exceptions: NetEase will have no obligation to Licensee to the extent that any claim arises from: (a) any modification to the Services by anyone other than NetEase; (b) modifications made by NetEase in accordance with Licensee’s specific request; (c) use of the Services other than as specified in this Agreement; or (d) use of the Services in combination with third-party software, hardware or data not expressly approved in writing by NetEase, if the claim would not have arisen but for such combination.

Claims: If a claim arises, or in NetEase’s opinion is likely to arise, NetEase may, at its own discretion, obtain for Licensee the right to continue using the Services, modify the Services to make them non-infringing, or substitute at no additional cost the Services with another service of substantially similar capability and functionality. If none of these options are reasonably available to NetEase, Licensee may terminate this Agreement as a sole remedy in which case NetEase’s sole liability will be to refund to Licensee, within 30 days, the Fees pre-paid under this Agreement for the remaining unused period of the license. THIS SECTION “CLAIMS” STATES NETEASE’S SOLE LIABILITY AND OBLIGATIONS, AND THE EXCLUSIVE REMEDIES OF LICENSEE, WITH RESPECT TO ANY CLAIMS RELATED TO NetEase’S INFRINGEMENT OR VIOLATION OF ANY KIND RELATING TO THIRD PARTY RIGHTS (INCLUDING, WITHOUT LIMITATION, PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS), AND NETEASE’S BREACH OF WARRANTIES.

10. Further Requirements.

NetEase’s unique and proprietary method collects influencers’ information through/with NetEase’s own resources and through third parties’ resources. Such information is processed, aggregated, analyzed and shown on NetEase's Services. The information presented through the Services does not in any way create any representation or warranty on NetEase’s behalf with respect to such third party's websites or internet pages.

By using the Services, the Licensee commits not to:

Licensee shall comply at all times with all applicable privacy and data protection laws and regulations. Access and use of the Services is subject to NetEase’s privacy and data processing terms available on [https://protocol.unisdk.easebar.com/release/latest_v475.html].

11. Third Party Integration.

The software and Services provided by NetEase under this Agreement may rely on, or require, integration with third-party services, such as data sources or analytics provided by third party social networks. NetEase does not control, and is not responsible for, such third-party services, and shall have no liability for any failure or degradation of such third-party services beyond NetEase’s reasonable control. The independent modification of such third-party services could adversely impact the functionality or quality of services provided through the Services or by NetEase which depend on such third-party services, and NetEase shall not have any liability or responsibility (including to provide any refunds) if such adverse impact occurs. NetEase’s Terms of Use [https://protocol.unisdk.easebar.com/release/latest_v487.html] sets forth the third-party services that NetEase currently uses in the context of the Services. Licensee hereby expressly accepts NetEase’s Terms of Use.

12. Limitation of Liability.

EXCEPT FOR (A) LICENSEE’S VIOLATION, INFRINGEMENT OR MISAPPROPRIATION OF NETEASE’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (B) LICENSEE’S VIOLATION OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (C) LICENSEE’S INDEMNIFICATION OBLIGATIONS: (I) NEITHER PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY LICENSEE TO NetEase DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES AND (II) TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Term.

This Agreement is effective until terminated. NetEase may, at any time and for any reason, terminate Licensee’s access to or use of the Services. If NetEase terminates Licensee’s access to the Services, Licensee will not have the right to bring claims against NetEase or its affiliates with respect to such termination. NetEase and its affiliates shall not be liable for any termination of Licensee’s access to the Services.

14. Termination.

This Agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of Licensee’s information from the NetEase system and servers. Such information or data may or may not be made available to Licensee by NetEase after any such termination. This Agreement shall be terminated by the sole discretion of NetEase. No refunds will be provided under any circumstance during or after the termination of the Agreement, except as explicitly provided in this Agreement. Upon termination of this Agreement for any reason whatsoever, Licensee will immediately cease use of the Services and return all Confidential Information to NetEase and destroy or return (including causing third parties to destroy or return) to NetEase, at NetEase’s discretion, all NetEase’s Data. Licensee’s obligations that, by their nature and content, must survive the termination of this Agreement in order to achieve their fundamental purposes shall so survive. Sections 2 (Intellectual Property Rights & Restrictions), 7 (Confidentiality), 10 (Further Requirements), 11 (Third Party Integration), 12 (Limitation of Liability), 14 (Consequences of Termination), 15 (Governing Law), 16 (Jurisdiction, injunctive relief) and Licensee’s payment obligations shall survive any termination of this Agreement.

15. Governing Law.

Any dispute or claim arising out of, in relation to, or in connection with this Agreement, and any subsequent amendments to this Agreement, including without limitation the interpretation, making, performance, breach or termination thereof, shall be governed by and construed and enforced in accordance with the laws of Singapore.

16. Jurisdiction.

The courts in Singapore shall have exclusive jurisdiction over any dispute arising from or in connection with this Agreement, and each party waives any objection to any forum non-conveniens or jurisdiction in such courts. Notwithstanding the foregoing, NetEase may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement.

17. Use of the Services by Service Providers.

"Service Provider(s)" means any third party service providers, such as agencies and marketing consultants, engaged by Licensee to provide marketing services directly to, and for the benefit of, Licensee. Subject to the terms and conditions of this Agreement, the scope of the License and to any reasonable requirements determined by NetEase at its sole discretion (including, without limitation, technical restrictions to protect NetEase’s intellectual property or proprietary rights), Licensee may permit its Service Providers to participate in the License and use the Services and the data available on the Services for the sole purpose of providing marketing services to the Licensee, provided that: (i) Licensee first inform NetEase in writing of the identity of such Service Providers, (ii) such Service Providers are approved in writing by NetEase prior to receiving access to use the Services, (iii) Licensee causes such Service Providers to execute, and agree to be bound by, the Terms and Conditions for Service Providers by and between NetEase and each such Service Provider, (iv) notwithstanding anything to the contrary, Licensee acknowledges and ensures that NetEase shall have the right, but not the obligation, to use any remedies available in law or in equity directly against the Service Providers in connection with, or related to, any violation, breach, misappropriation or infringement of any kind by Service Providers or on Service Providers’ behalf (with or without involving the Licensee, at NetEase’s sole discretion), and (v) Licensee shall in any event remain fully responsible and liable for the actions and omissions of its Service Providers, and for the transfer to, and access and/or use by, Service Providers of data and information (including, without limitation personal data) on the Services and shall defend, hold harmless and indemnify NetEase (and its affiliates, subsidiaries, directors and staff) from and against any claim, liability, cost and/or expense of any kind related to the Service Provider’s actions and/or omissions and/or the transfer to, and access and/or use by, Service Providers of data and information (including, without limitation personal data) on the Services and, notwithstanding anything to the contrary in this Agreement or any other agreement or arrangement between NetEase, the Licensee and/or the Service Providers, Licensee’s liability in connection with this Section 17 shall be unlimited. NetEase reserves the right to suspend access to the Services by Service Providers at NetEase’s sole discretion. Notwithstanding anything to the contrary, subsections (iv) and (v) of this Section 17 (“use of the Services by Service Providers”) shall survive the termination or expiration of this Agreement and/or the relevant Order Forms for any reason.

18. Publicity:

Each party shall be permitted to use the names and/or logos of the other party in publicity releases, advertising, or similar marketing activities without the prior written consent of the other party. Nothing herein shall limit either party from disclosing the terms of this Agreement to potential financing sources, security holders, strategic partners and advisors.

19. Assignment.

Licensee may not transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of NetEase. NetEase may assign this agreement in whole or in part at its discretion.

20. Entire Agreement.

This Agreement and the relevant Order Form constitute the entire agreement between NetEase and Licensee and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this Agreement. All amendments may be made only in writing. The parties shall be deemed independent contractors.

21. No Third-Party Beneficiaries.

This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof.

22. Waiver.

No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.

23. Severability.

If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect.

24. Force Majeure

Except for payment obligations, if any performance (excluding payment obligations) under this Agreement by either party is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below), the party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed thereby, provided that such party so affected shall promptly notify the other party of the occurrence of such event. If and when performance is resumed, all dates specified in this Agreement and/or in any Order Form accepted pursuant to this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such event of Force Majeure. For purposes of this Agreement, an event of Force Majeure shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities; (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected party. Notwithstanding the foregoing, Licensee shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Licensee breach of the License.