Services Agreement (Template)

This Service Agreement (the “Agreement”) is entered into by and between:

(A) [$companyname], a [$companytype], registered in [$incorporationplace], having its company’s registration number [$registrationnumber] and registered office at [$address] represented by [$representation] in his capacity as [$position] (hereinafter referred to as the “Client”); and

(B) [$kolname], more details are provided in the Agreement Details (hereinafter referred to as the “KOL”).

The Client and the KOL may, hereinafter, be referred to as such or collectively as the “Parties” and individually as a “Party” as the case may be.

The Parties agree as follows:

1. The Agreement is legally binding and governs the provision of the marketing services, to be provided to the Client by the KOL (as further defined in Schedule II), which are facilitated through xConnect, a product owned and operated by SeedHunter Inc (“xConnect”), as made available through the SeedHunter platform (the “Platform”).
2. By clicking the “I ACCEPT AGREEMENT” button, the Parties hereby enter into this Agreement. The Parties confirm, represent, and warrant that prior to clicking the “I ACCEPT AGREEMENT” button, they have carefully read, understood, andagreed with the terms of this Agreement and, if and to the extent necessary, the Parties have consulted a lawyer, accountant, and/or tax professional or other professional advisors, as applicable.
3. The Parties agree and acknowledge that xConnect is not a party to the Agreement and shall not be responsible to either Party if the other Party is in breach of the terms and conditions of this Agreement or any laws and regulations to it. xConnect shall not be liable for any harm or damages to the either Party under or in connection with engagement under this Agreement. The Parties acknowledge that xConnect does not manage or exert control over either Party, nor does it influence either Party’s actions or performance, and xConnect shall not be responsible for the verification of the quality of the Content (as defined below). xConnect shall not be responsible for or held liable for any damages (in particular, but not limited to any special forms of damages such as any special, punitive, exemplary, incidental, or consequential damages) of any kind arising out of or in connection with this Agreement. xConnect shall not be responsible for the inability to release and transfer the Service Fee in cases beyond its control.
4. The Parties agree and acknowledge that Services under this Agreement are facilitated through the Platform. Any services of xConnect shall be subject to the terms and conditions of SeedHunter Inc. as published on the Platform, to which both Parties shall agree and be bound by.
5. Any schedules or appendices to this Agreement are considered to be a constitutive part of this Agreement and are legally binding, including, but not limited to, Schedule I, setting forth the agreement details (the “Agreement Details”), Schedule II, setting forth the rights and obligations of the Parties(the “ Service Terms and Conditions”)
6. In the event of a conflict or ambiguity between the Agreement Details and the Service Terms and Conditions, the provision(s) contained in the Agreement Details and the Service Terms and Conditions, the provision(s) contained in the Agreement Details shall prevail and supersede the provision(s) contained in the Service Terms and Conditions.
7. This Agreement enters into force on the date when accepted by the last of both Parties (the “Execution Date”).

Schedule I

Agreement Details

Details Related to Payment and Term

Schedule II

Service Terms and Conditions

1. Definitions and Interpretations

1.1. Definitions

[$definitions]

1.2. Interpretations

[$interpretations]

2. Purpose

2.1. The Client desires to engage the KOL to provide marketing services (the “Services”) for its project named [$projectname] (the “Project”), and the KOL agrees to provide the Services to the Client on the terms and conditions set forth below.

3. Services

3.1. The KOL shall provide the following Services on the social media platforms:

3.2. The Parties agree that the Client shall have the right to review and request modifications to any posts, video reviews, or other content created by the KOL (the “Content”), if a KOL does not comply with the requirements and follow the instructions provided by the Client. If any reasonable changes to the Content are required, the KOL shall implement the requested changes within 7 calendar days and at its sole expense. Should the Client not request changes to any Content within 7 calendar days after its publication, it shall be deemed that the Client has accepted such Content. For the sake of clarity, the KOL is permitted to make corrections to any rejected Content only once. If the Content still fails to meet the requirements and instructions of the Client after making such correction, such Content shall be considered as rejected and the corresponding portion of the Service Fee shall be adjusted accordingly.

3.3. In the event the Client requests the removal of any Content, the KOL shall immediately comply with such request. For the sake of clarity, the Client shall pay for the removed Content, unless such Content was created in violation of third party intellectual property rights and/or breach of any terms of this Agreement, applicable laws and regulations.

3.4. The KOL shall include a hashtag #[$hashtag] each time they publish the Content on the above-mentioned social media accounts. This enables the Platform to identify and track the published Content. In the event, the Platform is not able to identify the relevant Content using the hashtag, the KOL must upload a direct link to the Platform. Notwithstanding anything to the contrary in this Agreement, failure by the KOL to comply with these requirements will be considered as the respective Content was not published by the KOL (i.e. not delivered).

4. Professional Capacity Declaration

4.1. The KOL is agreeing to the terms and conditions of this Agreement in a professional capacity, acknowledging their commitment to perform their duties and responsibilities with the highest level of professionalism and expertise.

5. Service Fee

5.1. In consideration of the Services provided, xConnect shall release and transfer the Service Fee to the KOL’s Wallet Address, subject to clause 5.2 below, and any third party costs (e.g. a gas fee) will be deducted from the Service Fee. For the sake of clarity, the Service Fee is not xConnect’s funds, it has been transferred by the Client to xConnect prior to the Execution Date and the Service Fee will be transferred to the KOL’s wallet address as specified in Schedule I, xConnect shall not be responsible if the KOL provided its wrong wallet address. The Service Fee constitutes the complete compensation for the satisfactory performance of all the Services, as specified in clause 3.1. above. The Service Fee will be automatically transferred to the KOL within fourteen (14) calendar days from the date of the last Content, provided that the Client has not requested any reasonable changes to the last Content in accordance with clause 3.2 above. In the event that the Client has requested to make any reasonable changes to the last Content, the procedure stipulated in clause 3.2 above shall apply and xConnect shall release and transfer the Service Fee to the KOL’s Wallet Address within fourteen (14) calendar days from the date of submission of the revised Content, subject to clause 5.2 below.

5.2. If the KOL delivers only a portion of the Services or if any Content still fails to meet the Client’s requirements and instructions (even after revisions), the Service Fee will be adjusted accordingly to reflect the Services actually delivered and accepted by the Client. For instance, if a kol is obligated to publish a total of 4 posts, representing 100% of the service, but only publishes 3 by the completion date of the agreement or 1 content has been rejected by a client, the kol shall receive 75% of the service fee. The Parties shall inform xConnect as soon as reasonably practicable of all relevant events, such as termination of the Agreement and rejection of any Content.

5.3. To the fullest extent permitted by applicable law the Parties confirm and acknowledge that (a) the cryptographic tokens representing the Service Fee (the “Tokens”) are transferred on an “as is” and “as available” basis without warranties of any kind, and xConnect expressly disclaims all implied warranties as to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and noninfringement, (b) xConnect does not represent or warrant that the Tokens are reliable, current or error-free, will meet any requirements, or that defects in the Tokens will be corrected, and (c) the xConnect cannot and does not represent or warrant that the Tokens or the delivery mechanisms for Tokens are free of viruses or other harmful components.

6. Rights and Obligations of the Parties

6.1. Rights and Obligations of the C lient

a. The Client shall provide the KOL with all necessary details, materials, and instructions required for the proper performance of the Services.

b. The Client is responsible for verifying whether the Content uploaded by the KOL on their social media accounts complies with the requirements and instructions provided by the Client.

c. [$additionalresponsibilitiesproject]

6.2. Rights and Obligations of the KOL

a. The KOL shall diligently comply with all instructions provided by the Client. If the KOL has any questions or uncertainties, the KOL shall promptly contact the Client to seek clarification or guidance.

b. The KOL shall generate the Content, engage with the audience, and drive brand awareness of the Project.

c. The KOL shall comply with all laws and regulations while providing the Services to the Client.

d. Any deliverables and results of the Services shall be KOL’s own work.

e. The KOL shall not infringe upon the intellectual property rights of any third party.

f.[$additionalresponsibilitieskol]

[$additionalclauses]

Exhibit A

Content Requirements

Content Requirements:

[$contentrequirements]

The KOL acknowledges and agrees that they will not infringe upon any third party’s intellectual property rights during the Term of this Agreement.

By clickingthe“IACCEPT AGREEMENT” button,the Parties hereby enter into this Agreement. TheParties confirm, represent, and warrant that prior tocl icking the “I ACCEPT AGREEMENT” button, they have carefully read, understood, andagreed withthe terms of this Agreement and, if and to the extent necessary,the Parties haveconsulted a lawyer, accountant, and/or tax professional or other professional advisors, as applicable.