1.1 Unless otherwise defined, all capitalised terms used in these Terms of Service shall have the meanings set out in the Form.

1.2 In these Terms of Service, unless inconsistent with the context, the following expressions shall have the meanings set forth below:

Affiliate means, in relation to any entity, any entity which Controls, is Controlled by, or is under common Control with such entity. “Control” means the direct or indirect power to direct or govern the management, operational policies or assets of an entity, whether by holding more than 50% of voting rights, equity or assets, or by contract, management agreement, voting trust or otherwise. The term Affiliate shall also include any variable interest entity, regardless of whether consolidation with such entity is required under generally accepted accounting principles.

Applicable Law means, in respect of any person: (a) laws, statutes and regulations; (b) codes, standards, rules, requirements, orders and guidelines issued under any laws or regulations; (c) rules of any stock exchange or equivalent body; (d) applicable data protection laws; and (e) all judgments, orders, writs, directions, authorisations, rulings, injunctions, assessments, settlements and decrees of any governmental authority binding on such person, its business or assets.

Commercially Reasonable Efforts means actions ordinarily taken by a well‑managed enterprise acting prudently, professionally and reasonably in its own interest to achieve a specified result.

Confidential Information means all confidential, non‑public information and data obtained by the Receiving Party and its Representatives from the Disclosing Party and its Representatives under these Terms of Service (whether before or on the Agreement Date), in any form including written, visual, electronic or oral, including without limitation:(a) business strategies, markets, customers, products (including new product plans, marketing materials), pricing, costs, financial status, operations, assets, liabilities, cash flow, prospects, personnel, technical, commercial, financial, accounting, legal and administrative information of the Disclosing Party and its Affiliates;(b) the existence and contents of these Terms of Service (including influencer fees and commercial details in the Form) and the Disclosing Party’s position in any dispute relating hereto;(c) copies of Confidential Information and any information derived therefrom by the Receiving Party or its Representatives.Confidential Information shall exclude information which: (i) was lawfully possessed by the Receiving Party prior to disclosure; (ii) becomes publicly available otherwise than through breach by the Receiving Party; (iii) is lawfully obtained from a third party without confidentiality restrictions; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Insolvency Event means, in respect of a person:(i) appointment of a receiver over all or a material part of its assets;(ii) passing of a winding‑up resolution (excluding solvent amalgamation or restructuring) or court winding‑up/administration order;(iii) entering into any composition or arrangement with creditors (excluding solvent restructuring);(iv) ceasing business operations;(v) inability to pay debts as they fall due in the ordinary course of business;(vi) occurrence of any event having an equivalent effect under Applicable Law.

Influencer Content means all content created and provided by the Influencer under these Terms of Service, including texts, images, photographs, illustrations, drawings, animations, audio, video and other original works in which the Influencer holds intellectual property rights.

Individual Rights means all rights under Applicable Law protecting the Influencer’s name, pseudonym, voice, portrait, likeness, biography, persona, publicity, privacy and personality rights, together with all related intellectual property rights.

Intellectual Property Rights means worldwide present and future registered and unregistered rights including copyright, patents, utility models, trademarks, geographical indications, domain names, layout design rights, registered designs, database rights, trade names, trade secrets, goodwill rights, all proprietary rights, applications therefor, and all rights to sue, claim damages and obtain remedies for infringement.

Representatives means a Party’s Affiliates (where applicable), and its and its Affiliates’ officers, directors, employees, advisers, agents and subcontractors.

2.1 These Terms of Service shall apply to the Influencer/Agency from the Agreement Date stated in the Form. Unless earlier terminated, they shall remain in force for the Initial Term specified in the Form. Upon expiry of the Initial Term or any Renewal Term, FlyCloud may renew the term by written notice to the Influencer/Agency (“Renewal Term”). The Initial Term and Renewal Term together constitute the “Term”.

3.1 The Influencer/Agency acknowledges and agrees to provide the services set out in the Form (the “Services”) independently during the Term in accordance with these Terms of Service and FlyCloud’s requirements, and shall reasonably take into account FlyCloud’s feedback from time to time using its professional expertise. The Services shall also include reasonably necessary ancillary tasks agreed by both parties although not specified herein.Service standards:(X) equivalent accuracy, completeness, quality and professionalism to comparable influencers;(Y) compliance with Applicable Law at all times.

3.2 FlyCloud may issue written orders for additional services to the Influencer/Agency from time to time (“Orders”), in a format determined by FlyCloud.

3.3 Each Order shall form part of these Terms of Service and be governed hereby. If there is any conflict between the Form together with these Terms (Master Terms) and any Order, the Master Terms shall prevail unless otherwise expressly stated in the Order.

3.4 The Influencer/Agency shall confirm receipt of each Order within two (2) Business Days; failure to confirm shall constitute deemed acceptance.

3.5 Before delivery under an Order, FlyCloud may amend, vary or terminate the Order with immediate effect by written notice.

3.6 When performing Services, the Influencer shall, and the Agency shall procure the Influencer to:(a) complete activities set out in the Form/Orders, including creation and delivery of Influencer Content;(b) produce original, well‑edited Influencer Content of quality no lower than the Influencer’s previously published content prior to cooperation;(c) create content independently, reasonably complying with FlyCloud’s creative requirements and feedback;(d) attend events hosted/promoted/supported by FlyCloud upon invitation sent at least five (5) days in advance; the Influencer shall respond within forty‑eight (48) hours;(e) avoid fraud and ensure all information provided is true, accurate and non‑misleading;(f) not publish or authorise any statements defaming or damaging FlyCloud, its Affiliates, products, personnel or shareholders;(g) ensure no prohibited content is included (including offensive language, discrimination, infringing materials, counterfeits, illegal pharmaceuticals, gambling, lending, pornography, restricted tobacco products, etc.);(h) not subcontract or delegate obligations without FlyCloud’s prior written consent.

3.7 FlyCloud’s rights:(a) pre‑approval of all Influencer Content and public statements before publication;(b) the right to require deletion, removal or restriction of any non‑compliant Influencer Content.

4.1 Fees(a) In consideration for the Services, FlyCloud shall pay service fees (“Fees”) in accordance with the Form/Orders.(b) The Influencer acknowledges that no additional royalties or fees shall be payable besides the Fees. All costs of materials, equipment and consumables for performing the Services (including losses and damages) shall be borne solely by the Influencer.(c) FlyCloud’s internal records shall be the sole, final and conclusive evidence of performance and payable Fees and shall be binding on the Influencer.

4.2 Payment(a) FlyCloud shall pay undisputed Fees on schedule. It may withhold disputed Fees in good faith or offset equivalent amounts from subsequent payments.(b) Payments shall be made by wire transfer to the Influencer’s bank account specified in the Form. All bank charges or penalties arising from incorrect account details shall be borne by the Influencer.(c) FlyCloud shall have the right to set off mutual outstanding debts, claims and losses between the Parties.

4.3 Tax(a) “Tax” includes service tax, consumption tax, VAT, GST, business tax, withholding tax, indirect tax, personal income tax, corporate income tax and other similar levies.(b) All Fees are inclusive of Taxes. FlyCloud may apply reverse charging or withholding mechanisms permitted by Applicable Law, remit deducted Taxes to relevant authorities in a timely manner and provide acceptable proof of payment to the Influence