CREATOR SERVICE AGREEMENT

This Creator Service Agreement together with the SOW (s) constitutes the agreement (“Agreement”) that sets out the terms on which the Creator will provide services to Pixis.

The Creator and Pixis shall hereinafter, where the context so permit, be collectively referred to as the “Parties” and individually as “Party”.

By clicking "Click to Sign" to this Agreement applicable to the use of the Services provided and/or hosted by Service Provider, the Creator signifies his/her agreement to these terms and conditions. If you do not agree to this Agreement in full, do not click "Click to Sign".

RECITALS:

A.     Pixis is engaged in the business of providing digital advertising services to its Clients.

B.     Creator has represented to Pixis that he/she is an independent digital Content creator with an active profile on at least one social media Platform(s) with considerable number of followers.

C.     The Creator hereby agrees to provide the services and Pixis agrees to accept the services as per the terms and conditions set out in this Agreement.

1. DEFINITIONS AND INTERPRETATION

a)     “Affiliate” means, in relation to either party, any of the following: (a) companies controlled by that party through management appointment or holding more than 50% of the shareholding; (b) companies controlled by companies which directly or indirectly own or control that party; and (c) any companies having entered into an affiliation agreement with that party or the above-referred companies.

b)     “Client” shall mean the client of Pixis who the end user of the Content is created by the Creator under this Agreement and shall post such Content on their accounts on social media Platform(s).

c)     “Confidential Information” has the meaning set out in clause 9.1.

d)    “Content” is a collection of unique one or more images, audio files, slideshows, videos and other audio-visual content.

e)     “Fees” means the fees invoiced and payable by Pixis as set out in each Statement of Work or media plan for the Services performed by the Creator under this Agreement.

f)      “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world;

g)     “Platform” refers to any of the social media platform, including but not limited to Instagram, YouTube, Meta and/ or Tiktok.

h)     “Script” shall mean the specifications including verbatim script, basis which the Creator shall create the Content for the Client. The Script shall be developed or provided by such party as specified in the Statement of Work, in one of the following manner:

i.         Pixis shall provide the Script to the Creator;

ii.          Creator shall create the Script basis the guidelines outlined by Pixis . Such Script shall be approved by Pixis in writing, before the Creator creates the Content.

i)      “Services” means the Content created by the Creator to be provided to Pixis pursuant to this Agreement, as described in each Statement of Work.

j)      “Statement of Work” or “SOW” shall mean the SOW set out in Schedule 1.

2.  ROLE OF CREATOR

2.1.   Pixis hereby appoints Creator on non-exclusive basis to provide, and Creator agrees to provide, the Services to Pixis, in accordance with this Agreement and the SoW.

2.2.   Creator will provide the Services: (a) with professional care and skill; (b) in accordance with the terms of this Agreement; and (c) in accordance with the Script.

2.3.   If Pixis requests Creator to provide services other than or in addition to the Services (“Additional Services”), the Parties agree that the Additional Services may be subject to separate terms and conditions, including commercial terms.

2.4.   The Creator shall submit the Content for review and approval of Pixis. Pixis at its sole discretion shall review the Content and seek modifications and corrections if required within such period mentioned in the SoW. After the receipt of approval from Pixis, the Creator shall not modify, port, adapt, translate or create any derivative work based upon, any such content and upload it anywhere without the written approval from Pixis.

2.5.   Creator shall not copy, distribute, publicly display, sell, resell or otherwise transfer any of the Content prepared for Pixis without prior written approval of Pixis.

2.6.   Creator covenants and agrees that, during the subsistence of this Agreement and post the termination of this Agreement, it shall not criticise, disparage, call into disrepute, or otherwise defame, or slander, or make any false, negative, critical statements, implied or expressed, for Pixis or its Affiliates.

3. Pixis RESPONSIBILITIES

3.1.   Pixis will cooperate with Creator in all aspects relating to the Services, including, without limitation giving Creator clear written briefings.

4. CONSIDERATION

4.1.   In consideration of providing the Services, Pixis shall pay to Creator the Fee as set out in the Statement of Work. The Creator shall raise an invoice to the Pixis at the end of calendar month for the Services provided in the preceding month. The Pixis shall clear all undisputed invoices within 30 days from the receipt of the invoice from the Creator.

4.2.   The Fee stated under the SOWs are inclusive of applicable indirect taxes, levies or any stamp duty payable in respect of this Agreement.

4.3.   In the event, any invoice raised by the Creator is not in accordance with this Agreement, the Pixis shall dispute the invoice within 10 days of receipt from the Creator. The parties shall resolve such dispute in accordance with Clause 11.11 below.

5. REPRESENTATIONS & WARRANTIES

5.1.   Each Party represents and warrants to the other that it has the necessary power and authority to enter into this Agreement, and that the performance of its obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom;

5.2.   Each Party represents and warrants to the other that this Agreement constitutes valid and legally binding obligation and will be enforceable against it;

5.3.   The Creator represents and warrants that the Services and any other work performed by the Creator hereunder shall not, infringe upon any copyright, confidential information, patent, trade secret or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

5.4.   Creator represents and warrants that it will not use any Confidential Information of the Pixis or the Client and undertakes that none of its employees, agents and representatives will use or otherwise exploit or make copies thereof for any purpose or in any manner other than as per the terms and conditions of this Agreement;

5.5.   Creator represents and warrants that it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards, service level agreement and timelines thereto as agreed between the Parties and the applicable laws.

5.6.   Creator represents and warrants that the Content created is solely and exclusively for Pixis.

5.7.   Creator presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of its Services hereunder. Creator further certifies that in the performance of this Agreement, no person having any such known interests shall be employed. The execution, delivery and performance of this Agreement does not and will not (i) contravene any applicable law; and (ii) conflict with, or result in breach of, or constitute a default under any other agreement.

6. INDEMNIFICATION

Creator shall indemnify and hold harmless Pixis and its Affiliates and/or representatives from and against any and all costs, expenses, charges, damages, liabilities, claims or actions of any kind incurred, suffered, brought against Pixis arising out of (and only to the extent of) a breach by Creator of this Agreement and/or the applicable law. Creator shall not be liable under this indemnity in respect of any costs, expenses, charges, damages, liabilities, claims or actions to the extent that these are caused by direct acts or omissions of Pixis and is not attributable to the Creator in any manner.

7. TERM AND TERMINATION

7.1.   The Term of this Agreement comes into effect on the Effective Date specified in the Statement of Work ("SOW") and shall remain in effect until terminated by either party in accordance with Clause 7 of this Agreement (“Term”).

7.2.   Either Party may terminate this Agreement (including all Statement(s) of Work) or the applicable Statement(s) of Work immediately on written notice to the other Party if the other Party breaches any material provision of the Agreement or any SOW.

7.3.   Either Party may terminate this Agreement or any SOW for convenience after issuing a notice of 15 days to the other party.

8. LIABILITY

8.1.   Save in relation to the confidentiality obligations under Clause 9, to the maximum extent permitted by law, the maximum aggregate liability of either Party towards the other under or in connection with this Agreement, shall not exceed an amount equal to 100% of the Fee paid by Pixis under this Agreement to Creator during the 12 months immediately preceding.

9. CONFIDENTIALITY

9.1.   Each Party undertakes that it will keep confidential and not at any time hereafter use or disclose to any person, except: (i) to its professional representatives and advisors who need to know the information for the performance of this Agreement; (ii) in the case of Creator only, to its Creator Affiliates or sub licensees or sub-contractors (including, without limitation, business process outsourcing services providers); or (iii) as may be required by law or any legal or regulatory authority, the terms and conditions or existence of this Agreement or any trade secrets, business ideas, market opinions, financial, technical information and/or material concerning the business or affairs of the other Party or the Brand (as defined under relevant SOW)(or any other information of a confidential nature which is designated as such by such other Party) which may have or may in the future come to its knowledge(“Confidential Information”).

9.2.   Neither Party shall use Confidential Information except for the performance of or as licensed under this Agreement or make any announcement relating to this Agreement or its subject matter without the prior written approval of the other Party.

9.3.   Except as otherwise permitted by this Agreement, no Intellectual Property Rights are marked, implied or granted as Confidential Information.

9.4.   These confidentiality obligations shall not apply to any Confidential Information that: (i) is or becomes part of the public domain through no fault of the receiving Party; (ii) is known to the receiving Party prior to the disclosure by the disclosing Party without any obligation to keep such Confidential Information confidential; (iii) is required by law or any governmental or other regulatory authority to be disclosed or by the order of a court of competent jurisdiction; or (iv) is independently developed by the receiving Party without any breach of this Agreement as evidenced by written records.

10. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

10.1. The Creator hereby assigns to Pixis all rights, title and interest in and to the Content created and developed by the Creator pursuant to this Agreement. Creator shall acquire no right or interest whatsoever in or to any such intellectual property rights in the Content created under this Agreement. All Content created under this Agreement will be deemed “work for hire” to the greatest extent permitted by law and will be owned solely and exclusively by Pixis. To the extent the Content created under this Agreement does not constitute work for hire, the Creator does and will assign and transfer all intellectual property rights to Pixis and undertake any and all steps to that extent necessary. Creator agrees to assist and cooperate with Pixis and any person Pixis further assigns the Content in perfecting the intellectual property rights of Pixis to the Content created under this Agreement.

10.2. During the existence of this Agreement and thereafter, the Creator shall not (a) assert or represent to any third party that either of them have any rights whatsoever in any intellectual property rights relating to the Content created under this Agreement, or (b) take, or permit any third party to take, any action that may limit or impair Pixis’s sole ownership of all rights, title and interests in and to all such intellectual property rights.

10.3. Creator hereby releases the Pixis, its representative, employees, managers, members, officers, parent companies, subsidiaries, consultants and directors, from all claims (including, without limitation, claims based upon defamation) and demands arising out of or in connection with any use, alteration, or use in any composite form of said Content, including, without limitation, all claims for invasion of privacy, infringement of my right of publicity, defamation and any other personal and/or property rights.

11. GENERAL

11.1. Unless otherwise agreed by the Parties, Creator acts in all its contracts as a principal and not as agent for Pixis in respect of dealings with third party suppliers and shall place orders and enter into

contracts with the third parties in its own name and on its own account. Nothing in this Agreement is intended to or shall operate to create a partnership or relationship of principal and agent between the Parties.

11.2. The service of proceedings, given under or in connection with this Agreement shall be in writing (excluding email) and served by hand, prepaid first class recorded delivery or prepaid international recorded airmail to the other Party’s address. Such notice shall be deemed to have been served at the time of delivery. All other communications (including in relation to approvals, notice of termination) under this Agreement may be given via email and shall be deemed received upon sending, save in the case of manifest technical error.

11.3. Neither Party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by circumstances beyond its reasonable control including without limitation acts of God, civil or military authority, war, riots, civil disturbances, fire, earthquake, floods, strikes, lock-outs, foreign or governmental order including orders of lock-down, quarantine, an outbreak of an epidemic, pandemic or other communicable diseases (“Force Majeure Event”). The affected Party shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event. Should the Force Majeure Event continue for longer than one (1) month or such other period as the parties may have expressly agreed in the SOW affected by the Force Majeure Event, the party adversely affected shall have the option of terminating the Agreement immediately without further liability other than such liabilities as have already accrued up to the effective date of termination. In no event shall a Force Majeure Event have the effect of discharging or postponing Creator’s payment obligations under the Agreement.

11.4. No provision of this Agreement (or any document entered into in connection with this Agreement) shall be modified or varied without the written consent of the Parties.

11.5. No delay, failure or omission (in whole or in part) in exercising or pursuing any right or remedy under this Agreement will be construed as a waiver of that right or remedy.

11.6. The provisions of clauses 1 (Definitions and Interpretation), 5 (Warranties), 6 (Indemnification), 8 (Liability), 9 (Confidentiality), 10 (Ownership of Intellectual Property Rights), 11 (General) and any other provision which by its very nature should survive shall survive termination or expiry of this Agreement

11.7. This Agreement may be signed in counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document.

11.8. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement. For clarification of doubt, the principle of privity of contract shall be applicable to this Contract.

11.9. This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes, in relation to such subject matter:(i) any previous agreement or understanding between the Parties; and (ii) any terms and conditions contained in a Party’s purchase order or invoice. In entering into this Agreement, the Parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement.

11.10.      If any provision of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect.

11.11.      This Agreement shall be governed by the laws of the State of California and this Agreement (and any and all disputes arising out of or in connection with this Agreement (including without limitation any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof) shall be subject to the exclusive jurisdiction of courts in State of California. All rights and

remedies of the Parties shall be in addition to all other rights and remedies available at law or in equity and temporary and permanent injunctive relief.

11.12.      No Party shall have the right to assign its rights, obligations under this Agreement to any third party, without prior written consent of the other Party.

SCHEDULE 1 CREATOR RELEASE

By accepting this Agreement, the Creator expressly agrees that, in consideration of the fees set forth herein or in any Statement of Work ("SOW") under this Agreement, Pixis is hereby granted an irrevocable, perpetual, worldwide, and royalty-free license to use the Content in all forms and media, for any lawful purpose (excluding pornographic or defamatory uses). This license includes the rights to modify, reproduce, adapt, translate, port, or create derivative works based on the Content, as well as to use the Content for advertising, trade, promotion, exhibition, or any other legitimate purposes.

The Creator further consents to Pixis's use of the Creator's name, voice, and likeness for educational, promotional, advertising, selling, and marketing purposes related to Pixis's business, and to Pixis's right to sublicense such use to third parties for the same purposes. Acceptance of this Agreement constitutes full acknowledgment and agreement to the foregoing terms.

The Creator acknowledges and agrees that the Creator has no further right to additional consideration or accounting, and that the Creator will make no further claim for any reason to Pixis and assigns including claims for libel or invasion of privacy. The Creator acknowledges and agrees that this release is binding upon his/her heirs and assigns. The Creator agrees that this release is irrevocable, worldwide and perpetual, and will be governed by the laws agreed in the Agreement. It is agreed that the Creator’s personal information will not be made publicly available, unless agreed to in writing by the Creator, but may only be used directly in relation to the licensing and use of the Content where necessary and may be retained as long as necessary to fulfil this purpose, including by being shared with sub-licensees/assignees of Pixis and transferred to countries with different data protection and privacy laws where it may be stored, accessed, or used.

The Creator hereby represents and warrants that the Creator possess the legal capacity to execute this Release and Agreement in full accordance with applicable laws.