Effective date:

This ORAIMO AND CONTENT CREATORS’ COOPERATION AGREEMENT (“Agreement”) is entered into by and among the parties as described below, and.

1. ORAIMO MOBILE LIMITED, a company duly incorporated and existing under the Laws of Flat 39, 8/F., Block D, Wah Lok Industrial Centre, 31-35 Shan Mei Street, Fotan, and email address at care.ng@oraimo.com (“Client”);

2. Party B is an individual or organization that possesses skilled sales capabilities and a robust network of customer channels. With valuable expertise in product distribution, Party B has a proven ability to reach diverse customer segments, making them an ideal partner for promoting and selling products effectively.

For the purpose of this Agreement Client and Party B shall, unless repugnant to the meaning or context, include their respective successors and permitted assigns.

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas

1. The Client desires to appoint the Party B to promote the products and brand as set forth herein and the Party B agrees to accept such appointment in accordance with the terms and conditions of this Agreement.

Now therefore, the Parties agree as follows:

1. DEFINITION

1.1 Brand, shall mean the brand oraimo.

1.2 Products, shall mean the products provided by the Client for promotion under the Brand.

1.3 Outcome, shall mean the results and proceed of the Services.

2. PROMOTION SERVICES.

2.1 The Party B agree that, Party B shall, at the discretion and requirement of the Client from time to time, in the ways to the satisfactory of the Client, provide all the services listed as follows (“Services”):

i. Publish promotional videos and photos,blogging,tweeting,posting data and audio blogging monthly across different social media channels, as per the requirements under here. The Party B shall provide and bear the costs incurred, such as materials, venues, accommodation,transportation, and other related costs.
ii. Enrich the brand image of the Brand with personal characteristics/traits.
iii. Make sure the Client’s affiliate link be included in Party B’s bio
iv. Not to publish any content related to other accessories brands on their page.
v. Not to post any content related to the Brand or the Products without the Client’s prior approval.
vi. Not to, by any action or inaction, engage in any conduct that will impair the marketability or reputation of the Client or Brand or Product, such as using vulgar word when posting, or involving any discrimination.

2.2 Here are the main requirements regarding the Services:

i. Publish content based on what is negotiated and based on the product received ii. The videos or photo in the post must reflect a clear theme that is consistent with the promotional value of the Brand, and creativity is essential.
iii. While creative reference is permitted, plagiarism that infringes on the copyright of others is prohibited.
iv. The matters or requirements unclear in respect of the Services here under shall be determined by the Client at its own discretion from time to time.
v. Since The Party B does not provide advertising endorsement services, The Party B shall not express or imply that it is The Client's brand spokesperson in all promotional materials and in any public occasions.
vi. The Party B shall ensure that the specifications and standards of The Client's brand and product and promotion requirements are strictly followed in the cooperation. If The Party B causes any damage to The Client's brand image, The Party B shall be deemed to seriously breach the agreement.
vii. The Party B shall guarantee to maintain a good image and physical condition when performing the Agreement, without any criminal record in any country or region, and guarantee that there shall be no violence, reactionary, political involvement, alcoholism, drug use, or any other things that violate the law or lead to negative evaluation of The Client's society, or it shall be regarded as a serious breach of agreement.
viii. The Party B shall ensure adequate understanding of relevant laws and regulations and rules of the platform to avoid the situation that the promotion content is restricted, the stream is limited, or the promotion account is closed.

3. PAYMENT

3.1 The Parties agree that in consideration of the Services provided by the Party B, the total service fees shall be, including all the withholding tax and all other taxes, calculated based on the previously agreed commission rate of the sales revenue generated from the Party B’s own promo code/link.

The Service Fee may be reduced according to Section 6.2.

3.2 The Parties will conduct the monthly settlement for the Service Fee, and provided that the Parties reached the agreement on the periodic settlement result, the periodic Service Fee will be paid within in 15 days since the end of such month.

3.3 For the Services not provided due to any reasons, including the force majeure or the requirement of the Client, the Client may deduct the corresponding service fees in respect of the Services not provided.

3.4 Except for the Service Fee, the Client is not obligated to pay or bear any additional fees, costs or expenses which may be occur during the Party B’ performance of this Agreement, such as travelling costs, hotel costs, insurance premium, etc.

3.5 The Parties agree that the Party B are responsible for the payment of taxes and fees. If the Client is required under the laws of authority to pay withholding tax in connection with the Service Fee, such amount shall be deducted from the payment to be made by the Client to the Party B.

3.6 The Parties may increase the scope of the Services from time to time and shall further negotiate the relevant Service Fees for the increased Services kindly.

3.7 The Client may use online transfer tool (like MoMo or bank transfer) to pay the Service Fees to the Party B. The Celebrity shall bear the applicable charges or fees thereto, such as transfer fees.

3.8 The Client may deduct the amount owed by the Party B in any installment of payment of the Service Fees, including but not limited to the liquidation damage.

3.9 The rules and determination of payment are set by oraimo, and oraimo reserves the right of final interpretation.

4. AUTHORIZATIONS.

4.1 The Party B hereby grants the Client irrevocable, exclusive, and transferrable right, license and authority (but not the obligation) to adapt, change, delete from and add to the Outcomes for promotion purposes in a proper way without distorting the meaning of Outcome, and to use, display, transfer and post, all or any part of the Outcome, or the new versions/adaptations of the Outcomes in publications and channels as Client may determine at any time and from time to time.

4.2 If any rights of the Party B restrict the Client to excise the above rights in accordance with the Agreement, such as the portrait rights or copyright, then Party B hereby irrevocably grants to the Client the authorizations to the extent that the Client may excise the above rights in accordance with the Agreement freely, including renewal and extension periods, if any, whether now or hereafter known or created, free from all restrictions and limitations.

4.3 The Party B represents and warranties that, all and any parts of the Outcomes will not infringe or violate any rights of any third party or applicable laws. And the Party B shall obtain all necessary license and authorization to make sure the Client may excise the above rights in accordance with the Agreement freely. To reduce the risks of the Parties in the infringement of any third-party right, if in the Video the Party B uses the elements of which the intellectual property rights are owned by third-party, such as the BGM, the Party B shall inform the Client and provide the authorization documents related. And the Party B agree the Client may remove or alter such elements from the Video or Outcomes, so the Client may exercise the above rights freely.

4.4 Nothing contained hereunder shall be interpreted as the authorization or transfer of any Intellectual Property rights from the Client to the Party B, including the providing of the Products or other promotional material.

4.5 This Section 4 will survive the termination of the Agreement.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other:

i. it has the legal capacity to execute, deliver and perform this Agreement;
ii. the execution, delivery and performance of this Agreement has been authorized by its board of directors (where applicable) and all necessary action has been taken on its part and does not contravene any law, regulation, rule, order, agreement or commitment binding on it;
iii. this Agreement constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with the terms of this Agreement; and
iv. no other agreement, whether in writing or verbal form, exists between it and other third parties that would be to the detriment of the other Party.

6. BREACH OF CONTRACT AND INDEMNITY

6.1 The Client may terminate this Agreement, upon the occurrence of any of the followings of the Party B:

i. Any failure to cure the breach of contract within 15 days;
ii. Any violation of Confidentiality obligations;
iii. any inaccuracy in or breach of the representation or warranties; or becoming insolvent or bankrupt, or losing the full or partial legal capacity.

6.2 In addition to the liquidation damages the Party B shall pay in accordance with the Agreement, the Party B shall also defend, indemnify and hold the Client, its affiliates and their respective officers, directors, employees, and agents, harmless against any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty or settlement of any kind or nature imposed on or otherwise incurred or suffered by such entity, including without limitation, reasonable legal, accounting, other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims, amounts paid in settlement and related taxes payable by such entity, commercial loss, lost profits, lost business opportunities, all license fees incurred, all goodwill loss, and all other direct and indirect losses (collectively, “Loss”) that arises from the Party B’ breach of this Agreement or the Party B’ performance of this Agreement.

6.3 The termination of this Agreement shall not affect the respective rights and liabilities of the Parties hereto accrued prior to such termination.

7. CONFIDENTIALITY

7.1 Each Party shall not disclose the un-public information received from the other Parties to any other third party.

7.2 The Party B shall not public any Outcome or semi version of such outcome without the prior consent of the Client.

7.3 This Section 7 will survive the termination of this Agreement.

8. ANTI-COMMERCIAL BRIBERY

8.1 In accordance with the anti-commercial bribery, anti-corruption compliance requirements of the Client, the Party B shall be aware of and agree to comply with all applicable anti-commercial bribery and anti-corruption laws and regulations. The Party B shall warrant and certify that no payment or offer of payment has been or will be made, directly or indirectly, to any person/entity or public official to induce that person/entity or public official to influence any act or decision to assist in obtaining or retaining business associated with the Client in any way.

8.2 The Party B shall certify that to the best of its knowledge neither itself nor any of its officers has been convicted of any offence involving bribery or corruption.

8.3 Any breach or violation of the declaration and the applicable laws in this article will result in grave consequences and the Party B will take all liabilities due to the violation.

8.4 The Party B is encouraged to contact the Client if it learns/suspects that any employee of the Client is involved in commercial bribery or violates anti-corruption laws and regulations. The Client will hold all information in strict confidence. The Client can be contacted through Ad@transsion.com.

9. GOVERNING LAWS AND DISPUTE RESOLUTIONS.

9.1 This Agreement shall be interpreted and construed in accordance with the laws of Hong Kong.

9.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate in good faith to resolve the dispute. In the event the parties fail to reach an agreement on the resolution of such a dispute within 60 days after any party’s request for resolution of the dispute through negotiations, any party may submit the relevant dispute to the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be conducted in Hong Kong in the language of English with one (1) arbitrator selected by HKIAC councils. The award of the arbitration shall be final and binding on all Parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

10. MISCELLANEOUS

10.1 Sub-Contractors: The Party B shall not sub-contract any of their obligations under this Agreement without the prior written consent of the Client. The Party B shall be fully liable and responsible to the Client for the acts or omissions of the Party B’ sub-contractors.

10.2 Relationship: This Agreement has been entered into on a principal-to-principal basis and nothing contained in this Agreement shall be deemed to constitute a joint venture, partnership, or agency relationship between Parties.

10.3 This Agreement will be effective at the Effective Date upon execution of the Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective representatives thereunto duly authorized as of the date first written.