I-YUNO ASIA PTE LTD

This agreement (“Agreement”) sets forth the terms of agreement between you (“Vendor”) and I-YUNO ASIA PTE LTD concerning Vendor’s services to provide localization services (“Services”) in connection with the provision of subtitles and/or dubbing in various languages for the projects ( “Project”, “Projects”) undertaken by the Company for various Usages (“Usages”) required by the Company.

1. Term

The “Term” commences upon your acceptance to the terms of this Agreement.
However, it does not, in any way, obligate Company to assign assignments to Vendor during the Term. Company has every right to request Services from Vendor only when and as it desires to, and not to assign any Project to Vendor even after both parties enter this Agreement.
The agreement will continue to apply unless terminated by either party.

2. Services

Vendor shall provide the services to Company specified in the quotation as provided by Vendor to Company via a separate written agreement ("Quotation") and perform all work and deliver all requisite work product (“Deliverables”) in connection therewith (such services, work and Deliverables are collectively referred to herein as the "Services"). Company agrees to engage Vendor’s services, on an ad-hoc basis during the Term to provide subtitling and/or dubbing services as according to Company’s needs and requirements.
Vendor agrees to perform the Services in accordance with the highest professional standards applicable to the performance of like services, and shall consult with Company representative meaningfully on a work-in-progress basis and shall submit preliminary versions of the Deliverables as requested by Company.
Vendor acknowledges and warrants that neither the provision of the Services nor the Deliverables will infringe the copyright, right of privacy, other proprietary right, interest of any third party, breach any law, or be defamatory to the Company. In the event that Vendor requires a subcontracting company (“Subcontractor” or, collectively, “Subcontractors”) to render Services that is beyond the optimum capability of the Vendor’s existing personnel, the matter shall be discussed and decided by both parties in writing. Otherwise, all the Deliverables rendered from the Services are to be produced solely by the Vendor and shall not be based upon, derived from, or incorporate the work of any third party.
Notwithstanding the foregoing, in the event of a contingent occurrence, in which the Deliverables and their content coincidentally concurs with a third-party content, or if the usage of a third-party content for reference is deemed unavoidable, the Vendor shall not be held responsible for using the third-party content if the Vendor fulfills the hereinafter obligation to notify, consult, request, and receive a written authorization for the content usage from an authorized representative.
Vendor agrees to adhere to all policies regarding translation credit to provide and include accurate translation credits within the Deliverables as requested by the Company. The translation credit must state the legal name of the individual who has provided the translation for the Services and Vendor shall be solely responsible for ensuring the proper acknowledgement and accreditation of such individuals.
Vendor agrees to adhere to all local laws and guidelines in the event that a child voice actor must be used to provide dubbing services.
If for any reason, whether it be intentional or negligence, the Vendor is inconsistent with the aforementioned obligations, and act or omit to act in any way which will or may cause a loss of any sort to the Company, any legal obligation and liability resulting from such acts will remain solely with the Vendor as mentioned herein.
Both parties agree that the Company shall be entitled the right to injunctive relief for such violations and such injunctive relief shall be in addition to any other appropriate remedies available hereunder, whether at law or in equity. Remedies shall include, but shall not be limited to, the Company’s right to refuse payment for the Service and the right to collect reimbursement amount in relation to recovering the costs and fees associated with the Deliverables, the Company’s right to collect any fees incurred for renewals and extensions with the Company's client, and the right to collect reasonable attorneys' fees for any lawsuit proceedings that may occur. All expenses incurred in the process of pursuing such remedies shall also be payable by the Vendor's sole expense.

3. Fee

The fees shall be calculated based on the agreed rates and currency set forth in the applicable Quotation (the “Fee”), and it shall be inclusive of all costs and relevant taxes.
At the end of each monthly invoice cycle (a term which shall commence on the first day of each month and end on the last day of said month referred to herein as "Cycle"), Company shall provide the Vendor with a payment summary ("Summary") containing enumeration for Fees of Services provided during the Cycle. The Summary shall be provided within 30 days after the end of each Cycle through the project management system ("iMTrax").
Both parties must confirm each individual Fees in the Summary through iMTrax during the system's designated confirmation periods for payment processing. The first to the fifth day of every month is the confirmation period of the Company, whereas the sixth to the tenth day of every month will be the confirmation period of the Vendor. All Fees confirmed by both parties during the confirmation period shall be paid on the last day of the month in which the confirmation was made by both parties. For any Fees not confirmed by both parties, payment shall be withheld and included for confirmation in the Summary for the next Cycle.

4. Confidentiality

The parties agree, declare and undertake that; the provisions of the confidentiality and non-disclosure agreement between the parties ("Confidentiality and Non-Disclosure Agreement") shall remain in full force and effect with respect to this Agreement and it shall remain valid even if this Agreement expires or is terminated by one of the parties for any reason.
Breach of the Non-Disclosure Agreement by either party shall be deemed to be a violation of this Agreement and shall bear all of its legal consequences.

5. Trademarks

Neither Vendor nor any person or entity acting on its behalf will use in any manner the Company’s name or trademarks, the name of trademarks of any of Company’s affiliated companies or Projects, or the name or likeness of any of Company’s employees or production personnel to express or imply any relationship or affiliation or any endorsement of any product or service without prior written consent of the Company.
Neither Vendor nor any person or entity acting on its behalf will make, issue or provide any public statement, announcement or disclosure concerning this Agreement or any other agreement between the parties, the existence or subject matter of any discussions or business relationship between the parties, or Company’s affairs, without the Company’s prior review and express written approval from the Company.

6. Indemnification

Vendor shall use reasonable care and judgment in rendering the Services. Vendor will defend, indemnify and hold harmless Company and each of its direct and indirect parents, subsidiaries and affiliates, and their respective officers, directors, employees, agents, representatives, associates, consultants, successors and assigns (collectively, the “Indemnitees”), from and against any and all claims, demands, liabilities, losses, damages, expenses (including reasonable fees and disbursements of counsel and court costs), proceedings, judgments, settlements, actions or causes of action or government inquiries of any kind (“Claims”) arising out of or relating to any breach by Vendor of any representations, warranties, covenants, duties or obligations of Vendor under this Agreement, and/or relating to or in connection with or attributable to any claim that any or all of the Services, or any information, design or material furnished in connection therewith, infringes any patent, trade secret, copyright, trademark or other proprietary right.
To the fullest extent permitted by applicable law, Vendor agrees to indemnify and hold Company harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) breach of this Agreement by Vendor; (2) duties or obligations of Vendor under this Agreement; (3) infringement of patent, trade secret, copyright, trademark, or other proprietary rights by Vendor.

7. Penalty

If a Deliverable that the Company receives from the Vendor falls short of quality and standard as determined by the Company and is deemed technically or editorially not suitable for the purpose of the Agreement, it will constitute a service error ("Service Error").
When a Service Error occurs, the Company shall be entitled to request for the correction of the Service Error to the Vendor or make modifications to correct the Service Error without the consent of the Vendor. All the fees that incur from the correction of such Service Error shall be payable by the Vendor to the Company. The Company will be granted all possible rights to request and collect the receivable amount by, but not limited to, deducting the amount payable to the Vendor by the Company.

8. Termination

If either party is in breach of the terms on this Agreement, the non-breaching party shall provide a written notice to remedy the breach. If the breaching party fails to cure a breach which is capable of being cured within 7 days after it receives a written notice, it shall constitute a material breach. Either party may terminate this Agreement if such material breach has been established.
Company may terminate this Agreement for any reason upon 5 days’ written notice to Vendor, in which instance all outstanding Fees for Services already performed and accepted shall become due and payable by Company.

9. Ownership of Proceeds and Materials

Company shall own all of the results and proceeds of the Services of Vendor hereunder as a “work‑made‑for‑hire” in all media throughout the world in perpetuity; provided, however, to the extent that such work or the results and proceeds hereof is not deemed a work‑made‑for‑hire under any jurisdictions, Vendor irrevocably assigns, transfers and conveys to Company any such work or results and proceeds of Vendor including any so‑called “rights of author” in all media throughout the world in perpetuity. Without limiting the generality of the foregoing, Vendor hereby assigns all of the foregoing rights to Company, and Vendor hereby irrevocably assigns, licenses and grants to Company, throughout the universe, in perpetuity, the rights, if any, of Vendor to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other exploitation of the results of Services by any media or means now known or hereafter devised as may be conferred upon Vendor under any applicable laws, regulations or directives. With regards to Vendor’s Services and to products thereof, Vendor irrevocably and unconditionally waives all rights granted to Vendor pursuant to any so-called "moral rights" prevailing in any part of the world. Vendor grants to Company all consents necessary (including each and every consent required under any applicable legislation anywhere in the world) to film and record the products of the Services and to exploit the same (including without limitation by the exercise of rental and lending rights) in all media and formats now known or hereafter invented throughout the world without limitation as to time.

10. Independent Contractor

It is understood and agreed that in performing the Services for Company hereunder, Vendor shall act in the capacity of an independent contractor and not as an employee, partner, joint venture or agent of Company.
Vendor agrees that unless otherwise instructed in writing it shall not represent itself as the agent or legal representative of Company for any purpose whatsoever.
Vendor shall be solely responsible for the remuneration of and the payment of any and all taxes with respect to its employees and contractors and any claims with respect thereto, and shall be solely responsible for the withholding and payment of all federal, state and local income taxes applicable to it, its employees and its contractors.
Vendor agrees to indemnify Company for and hold it harmless from any and all taxes which Company may have to pay and any and all liabilities (including, but not limited to, judgments, penalties, fines, interest, damages, costs and expenses, including reasonable attorneys’ fees) which may be obtained against, imposed upon or suffered by Company or which Company may incur by reason of its failure to deduct and withhold from the compensation payable hereunder any amounts required or permitted to be deducted and withheld from the compensation of an individual under the provisions of any statutes heretofore or hereafter enacted or amended requiring the withholding of any amount from the compensation of an individual.
Notwithstanding any other provisions of this Agreement, if it should be determined that Company is legally required to make deductions from any amounts owed to Vendor under this Agreement (e.g., withholding taxes, social security contributions, etc.), Company shall have the right to do so.

11. Assignment

Company has the right to assign to any assignee the right to utilize and exploit the results and proceeds of the Services of Vendor hereunder and the right to assign this Agreement in whole or in part to any assignee for purposes of production and exploitation of any project/program/series, but no such assignment shall relieve Company of its obligations hereunder.

12. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to the choice of law principles. All actions or proceedings based upon or resulting from this Agreement shall be submitted to the International Chamber of Commerce (the "ICC") for arbitration under its Rules of Conciliation and Arbitration. Such arbitration shall be held in Singapore, in the English language. Neither party shall be entitled to commence or maintain any action in court of law upon any matter in dispute until such matter has been submitted and decided by a Board of Arbitration as herein provided and then only for the enforcement of the Board of Arbitration's award; provided, however, that the parties hereto shall be permitted to seek temporary or preliminary equitable relief in a court pending the resolution of any arbitration proceeding hereunder.

This Agreement shall be a binding agreement between the parties. In the event of any conflict between this letter agreement and any Quotation, the terms of the Quotation shall prevail.