Creator Code of Conduct - Xamble Creators

1. INTRODUCTION

1.1 This Creator Code of Conduct (“Code of Conduct”) outlines the required standard of acceptable behaviour and conduct which we expect of all Creators (or “you”) whether in the course of your dealing with us, Xamble Creators, the performance of your services and business relationship with the Campaign Owner or in the context of your personal behaviour and conduct.

1.2 All defined terms and rules of interpretation in the Terms of Service shall be adopted in this Code of Conduct unless expressly stated otherwise.

1.3 Unless expressly stated otherwise, this Code of Conduct is applicable to you as long as you have an Account with Xamble Creators and for so long as such Account is in existence (“Applicable Period”) and all the obligations herein shall be upheld to the standards required by the governing law stated in the Terms of Service and the governing law which has jurisdiction over you, as a Creator. In the event of any inconsistency or conflict between the two, the provision requiring a higher standard applies.

1.4 If and whenever during the Applicable Period, you have ignored, refused and/or failed to comply with any of the stipulations in this Code of Conduct (as may be updated and/or provided by us from time to time), such non-compliance is considered as misconduct which amounts to a breach of your obligations under the Terms of Service and Campaign Service Agreement (if applicable).

2. COMPLIANCE WITH LAWS AND REGULATIONS

2.1 You shall at all times comply with applicable laws and regulations of your home country and the jurisdictions which have purview over you, your Services and Your Content and Posts, us and the Campaign Owner (in particular but not limited to the Malaysian Communications and Multimedia Content Code published by and as may be updated by Malaysian Communications and Multimedia Commission (MCMC) from time to time, this Code of Conduct, the respective rules of the relevant Social Media Channels, all other industry norms and the instructions reasonably required by the Campaign Owner in the performance and publication of your Services and Your Content and Post (“Regulations”). You have the responsibility to keep yourself abreast and up to date with all such Regulations.

2.2 You shall not advertise, publish and/or disseminate any information, materials, substances, products and/or services or act in any way which violates any applicable laws, rules, regulations, practice direction and public morals.

2.3 You shall render your Services and/ or Campaign Post in accordance with the directions and instructions of the Campaign Owner, including promptly complying with instructions of Campaign Owner to modify and/or remove a Draft or a Campaign Post.

3. INTEGRITY

3.1 You shall be guided in all your relations by the highest standards of honesty, transparency and integrity.

3.2 Any material, substance, information including but not limited to statements, comments, postings and/or feedback shared, posted and/or disseminated by you shall be true, accurate and authentic based on your truthful, honest and genuine opinion and personal experience with Xamble Creators and Campaign Owner, to the extent where applicable.

3.3 You shall declare and disclose all known or potential conflicts of interest that materially affects your Services or Your Campaign Post.

3.4 You shall not commit any form of influencer fraud or boost user engagement via any form of deception or fraudulent means in relation to your Social Media Channels. For avoidance of doubt, influencer fraud includes, without limitation, artificially inflating mass numbers of fake followers, likes, comments and story views.

3.5 You shall not commit any form of cheating, deception and/or false pretence by fraudulently pretending to suffer from disabilities, chronic illness or emotional distress with the intent to acquire attention, sympathy or fame from your followers or to increase the user engagement for the purpose of advertising and/or promoting the products and/or services of the Campaign Owner.

3.6 You shall make sure that your statements, postings, publications and/or contents reflect your honest and genuine belief, opinion, finding and actual experience on the products and/or services of the Campaign Owner and refrain from making any unsubstantiated claim exaggerating the value, accuracy, scientific validity or practical usefulness of the products and/or services of the Campaign Owner. You shall make sure that your Campaign Post does not contain any statements or visual presentation which directly or by implication, ambiguity, omission, or exaggerated claim, that is likely to mislead the public about the product and/or service of the Campaign Owner in particular, but without limitation, with regard to characteristics such as nature and composition of product and/or services, method and date of manufacture, fitness for purpose, range of use, quantity, and commercial or geographical origin. However, nothing herein authorizes you to post, publish and/or disseminate any statements, postings, publications and/or contents which are deemed to be negative, unfavourable and/or adverse against the Campaign Owner or the subject matter of the Campaign even if any and all opinions and views stated in the postings and/or contents regarding your use and experience of the products or services of Campaign Owner or the subject matter of the Campaign are genuinely held by you.

3.7 You shall not exploit the vulnerability or lack of knowledge of others by making any claims and/or assertions on the scientific research and/or test results in relation to the products and services of the Campaign Owner or the subject matter of the Campaign without any basis of proof or evidence which is supported by analysis, calculation, statistic and etc.

3.8 You shall not obtain and/or attempt to obtain employment or engagement from the Campaign Owner by untruthfully criticizing or castigating other Creators nor by other improper or questionable methods.

4. PROFESSIONALISM

4.1 The Campaign Owner and yourself shall share the responsibility and be fully accountable for any material, substance, and/or information contained in your statement, postings, content and/or publication including the Campaign Post.

4.2 You shall ensure that your behaviour and conduct reflect the adherence to the highest moral, ethical and professional standard and not contrary to any morality, religious belief and public interest.

4.3 You shall at all times exercise the highest level of due care, skill and diligence in accordance with the best marketing and commercial practice.

4.4 You shall perform the Services and produce the Campaign Post as agreed with and/or approved by the Campaign Owner in a highly conscientious, prudent and professional manner, to the full limit of your skill and ability as a content creator, in accordance with the descriptions and specifications agreed by Campaign Owner.

4.5 By participating in the Campaign, you warrant and undertake that you shall not do the following on any of your Social Media Channels:

(a) make any written or oral statements which are intended to or in effect, criticise, denigrate or disparage the goodwill, reputation, business, products and services in relation to the Campaign Owner or subject matter of the Campaign;

(b) parody, make fun of and any adverse comment on the Campaign and products and/or services in relation to the Campaign Owner; and

(c) create, publish, disseminate any other form of substance and material that are in effect or has tendency to sabotage, undermine and/or harm the Campaign and/or products and services in relation to the Campaign Owner.

5. CONDUCT DEROGATORY TO THE REPUTATION OF THE CAMPAIGN

5.1 You shall at all times observe proper standards of the conduct of your personal behaviour in upholding the dignity of the Campaign.

5.2 You shall not be under influence of any illegal drugs or abused prescription medication of any kind throughout the Applicable Period.

5.3 You shall at all times avoid any act, verbal or physical, which causes or is likely to cause harm or injury, or which may be interpreted as harassment, including but not limited to, aggressive pressuring or intimidating behaviour and any portrayal (words, speech, behaviour, or conduct etc) which denigrates, defames or otherwise devalues a person or group on any basis including but not limited to race, ethnicity, religion, social cultural, nationality, gender, age, marital status, socio economic status, political persuasion, sexual orientation, educational background, geographic location, physical or mental disability.

5.4 You shall not personally commit or be accused of any act which results in investigation of crime or conviction of an offence, any acts involving moral or ethical issues, any misdemeanour of moral turpitude, self-harm, the neglect of other, or any other act which casts an unfavorable light upon its association with the community.

5.5 You shall not act in any way that causes or is likely to cause you to fall into disrepute, undergo material adverse publicity or becomes the subject of a scandal such that Xamble Creators or the Campaign Owner reasonably believes or ought to reasonably believe, in its sole discretion, that the marketability of the Campaign, the corporate image of Xamble Creators or the Campaign Owner, the goodwill and reputation associated Xamble Creators or the Campaign Owner has been or might reasonably be injured, damaged, tarnished or otherwise negatively affected.

6. REPUTATION

6.1 You hereby recognise and acknowledge the following:

(a) that the reputation and goodwill associated with Xamble Creators, Campaign Owner and their products and/or services is of the utmost importance and highest order;

(b) that such reputation and goodwill are valuable assets of Xamble Creators and Campaign Owner; and

6.2 You shall not, at any time, engage in any act which is intended, likely to or may reasonably be expected to bring Xamble Creators and/ or the Campaign Owner into contempt; ridicule, scandal or public disrepute.

6.3 You shall not, at any time, make, post, and/or disseminate any statements, postings and/or contents which is calculated to or likely to annoy, defame, harass, insult, and/or offend the public to which the product and/or services of the Campaign Owner are referred or directed.

6.4 You shall not, at any time, act in any way which will, is likely to defame or can be construed as derogatory, disparaging and/or defamatory of Xamble Creators and/ or the Campaign Owner.

6.5 No act, statement and/or communication critical of Xamble Creators and/ or the Campaign Owner shall be committed, advanced or made to anyone.

7. CONTENT

7.1 The standards by which content is measured, given the requirements, shall be viewed in the context of the country’s (in which a Campaign Post will have reach) social, religious, political and educational attitudes and observances, as well as the need to accommodate global diversity in a borderless world.

7.2 You shall not on your Campaign Channels create, post, disseminate any content, material, substance and/or information which is indecent, obscene, false, menacing or offensive in character.

7.3 You shall not use any bad language including but not limited to offensive language, crude references and hate speech on your channel.

7.4 You hereby warrant and represent that in respect of each Draft submitted to the Campaign Owner and published on the Social Media Channels:

(a) you are at least eighteen (18) years old or have attained the age of majority under the laws of your jurisdiction, or are aged below the relevant age of majority and you have the consent of your parents or legal guardian;

(b) you own the Intellectual Property Rights in the Draft and/ or have all necessary rights to license such Draft to Xamble Creators and Campaign Owner, or to sell the Draft to Campaign Owner for the utilization by the Campaign Owner or any other third party, where applicable in the manner as set out in the Terms of Service and Campaign Service Agreement;

(c) the Draft does not contain any misrepresentation, suggestion or any other untrue or inaccurate statement of a material fact or omits to state a material fact required to be stated in order to make the statements contained therein, taken as a whole, not misleading in the light of the circumstances under which such statements were made;

(d) the Draft does not contain any representation which you reasonably know or suspect or ought to reasonably to have known or suspected to be false, inaccurate, misleading or deceptive;

(e) any and all of the views and opinion shared in the Draft are fairly and genuinely held by you;

(f) any and all statements, written or verbal, in the Draft pertaining to your experience or use of the product(s) and/or service(s) associated with Campaign Owner or subject matter of the Campaign are accurate, true and fairly represent your experience and use;

(g) the Draft includes a statement (in whatever form or manner) that allows viewers to reasonably identify that such Draft is a sponsored content;the Draft must clearly be disclosed as being done in exchange for remuneration (whether in cash or otherwise) by among others, including a statement (in whatever form or manner) such as “Advertisement”, “Advertisement Feature”, “Ad”, “Sponsored” and the like. If the Draft is a video, such disclosure should be in the video itself and not just the description in with the video and if the Draft would be a live feed / stream, the disclosure is to be repeated periodically;

(h) the use of your Draft and the exercise of intellectual property rights in your Draft by Xamble Creators and Campaign Owner will not violate any legal right or intellectual property right of any individual, corporation or entity nor give rise to any liability including but without limitation to making monetary compensation.

7.5 You shall ensure that any writing, posting and/ or publication created, published and/or disseminated by you does not contain anything which:

(a) is illegal or violates any laws, rules, regulations, applicable industry code, directions or relevant regulator;

(b) is copied or adapted either wholly or substantially from any other work or material except materials furnished to you by the Campaign or Campaign Owner;

(d) offends good taste, decency, modesty or public feeling;

(e) causes annoyance, threatens harm or evil, encourages or incites violence, crime, or leads to public disorder;

(f) contains, depicts or alludes to or promotes immoral, illegal, antisocial, unruly, bawdy, aggressive behaviour and/or conduct;

(g) is defamatory, disparaging, derogatory, contemptuous, parodying, objectionable, offensive, harassing, making fun of the Campaign, any and/or services offered by the Campaign Owner;

(h) is abusive, threatening or discriminatory material or comment on matters of, but not limited to, age, gender, religious, race, culture, ethnicity, national origin, marital status, socio economic status, political persuasion, educational background, geographic location, sexual orientation or physical or mental ability;

(i) infringes rights of any individual, corporation or entity under law of privacy, law of contract, intellectual property law and any other law;

(j) promotes, constitutes or gives instructions for commission of criminal offence or any act constitutes violation of legislation and regulation; or

(k) encourages the production of an unauthorised or illegal copy of third party’s copyrighted work.

8. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

8.1 You represent and warrant that you are the lawful owner and have sole and exclusive rights and interest in any intellectual property rights in your writings, postings and/or any other forms of publication, including the Draft and Campaign Post. For avoidance of doubt, intellectual property rights include, but not limited to, copyright, trademark, service mark, logo, brand name, brand packaging, patent, industrial design, layout-designs (topographies) of integrated circuits, trade secret, domain name, know-how, geographical indication, right to use third party’s name, voice, photographs, music (including song lyrics), videos, writings and quotes.

8.2 You shall not create, publish, disseminate any materials, postings and/or contents in which you do not own or possess any license to use or authorization for usage.

8.3 You shall ensure that your writings, postings, and/or publication do not in any way violate, invade, and/or infringe any intellectual property rights or rights of any third party.

8.4 You shall be personally accountable for the protection of intellectual property entrusted to you by taking all necessary steps to safeguard the intellectual property information from any unauthorised use and/or access.

8.5 Where you are dubious or uncertain on any work(s) eligible for intellectual property rights, particularly in instances where a work includes logo, image, photo, trademark, brand name, music, film and/or video clips, you shall make all prudent enquiries and checking an shall utilize the same only if you are reasonably satisfied that such usage does not infringe any intellectual property rights. For avoidance of doubt, Xamble Creators or the Campaign Owner shall not be held responsible for and shall not absolve your liability in relation to such intellectual property rights even if the Draft have been approved by Xamble Creators or the Campaign Owner.

9. POLITICAL ENGAGEMENT

9.1 You may engage in political activities that are not expressly prohibited by this Code of Conduct, including but not limited to voting, expressing political opinions on any or all subjects, participating in political campaigns for the sole purpose of creating awareness among the public.

9.2 You shall not make any reference of your relationship with Xamble Creators and the Campaign Owner in connection with any social causes, commercial or political engagement without prior approval in writing from Xamble Creators or Campaign Owner.

9.3 You shall not create, publish and/or disseminate any statements, postings and/or contents in relation to Xamble Creators or Campaign Owner for any political purposes, including polling, lobbying, or advocating for legislative changes or programs; contributing to, campaigning for, or otherwise supporting any political parties and candidates.

9.4 No funds provided through or by the Campaign shall be used directly or indirectly, to intervene, participate or engage in any political activities and/or campaigns on behalf of, or in opposition to, any candidate for public office, or used by or contributed to any public office-holder, political party, campaign or political action committee.

10. NON-COMPLIANCE OF THIS CODE OF CONDUCT

10.1 Any non-compliance with this Code of Conduct may result in the violation of (i) the Terms of Service whereupon Clause 11.1 of Terms of Service shall apply; and/ or (ii) Campaign Service Agreement.

10.2 Without prejudice to the rights and remedies of Xamble Creators and/ or the Campaign Owner, in the event that you refuse, neglect and/or fail to comply with this Code of Conduct, you shall, upon the request of Xamble Creators and/ or Campaign Owner publicly apologise and/or publicly retract the offending statement, in such manner, media and timing as Xamble Creators and/ or the Campaign Owner may reasonably require.

10.3 Unless expressly provided herein, Xamble Creators shall under no circumstances be liable for any special, incidental, direct, indirect, or consequential damages whatsoever including, without limitation, damages for loss of business profits, business interruption, loss of goodwill, or any other liability in tort in relation to any matter, thing, issue or dispute arising out of, in connection with this Code of Conduct whatsoever and however caused or arising.