Version 1- 14 Feb 20231

MsMA 2023 WEB 3.0 INFLUENCER

COMPETITION TERMS AND CONDITIONS

1 General
These terms and conditions (“Terms”) define the contractual relationship between Millionaireasia Pte Ltd (“MA”) and you. By participating in the Ms Millionaireasia 2023 Web 3.0 Influencer Competition (“Competition”), you shall be deemed to have read and accepted the Terms. The Terms may be amended by MA from time to time. The amended Terms shall be effective as soon as it is published on the Competition website. Please review these Terms periodically as your continued participation in the membership is deemed acceptance of any revised Terms in force at the time. MA reserves the right to terminate your participation, at any time with or without prior notice, if, in its sole discretion, it determines that you have violated these Terms.

2 Entry and Participation
2.1 You must be a female aged at least 18 or over. To participate in the Competition, you may go to https://app.millionaireasia.com/campaign-instruction/10. Applicants are required to submit a valid application form (through registration in the Millionaireasia NFT platform) and registration fees of $100 (non-refundable unless otherwise provided in these Terms or MA rejects your application). Subsequently, you are required to verify your identity with the platform, submit a profile photo and 1-minute video highlighting your personality, by 14 March 2023. If you fail to do so, your application will be considered disqualified and, in such event, registration fees will not be refunded. MA is not responsible for entries that are incomplete or cannot be entered for any technical or other reason. You will receive an email confirmation from MA after you submit your application. Employees of MA and their immediate families are not eligible to participate in the Competition.
2.2 Successful contestants will be informed of their entry to the competition within 72 hours of application and their enrolment int0 the FoMo Silver membership. Contestants will also receive their personal code (for introducing participants) and will be able to start promoting their Personality video to their FFFs.
2.3 MA may produce a movie in connection with the Competition. As such, MA may provide movie casting opportunities to all Contestants, and finalists may be invited to join the main cast of the movie.
2.4 You understand that you are required and agree to promote MA, the Competition, and their sponsors as may be required from time to time. You agree not to enter into any contract or agreement that may be or is in conflict with MA and MA’s sponsor arrangements. MA may in its sole and absolute discretion require you to remove yourself from any position of conflict, or terminate your participation in the Competition. In such event, any payment or compensation due to you shall be forfeited and MA reserves its right, including but not limited to damages, against you.
2.5 If you are unable to perform the essential functions of a contestant in the Competition during the course of the Competition, you agree to inform MA as soon as possible and accept that MA may, at any time in such Competition, terminate your participation in the Competition.
2.6 You understand and agree that you shall not in any way advertise any product or service, without written authorisation by MA, during any Competition-related activities.
2.7 Competition dates and venue are subject to change at MA’s reasonable discretion and no refund shall be payable due to any such changes.
2.8 You will be responsible for your own travel and accommodation arrangements including any travel visa applications (except special provisions provided by MA in each stage of the competition), if you are not located in Singapore. All such costs shall be borne by you.
2.9 You understand and agree that in participation of the Competition, MA will require all necessary rights including (without limitation) to use your name, likeness, voice and/or biographical information for the purposes of publicity and promotion now and in the future. As such, you agree to enter into a contestant waiver and release agreement (at Annex B).
2.10 MA may to terminate your participation in the Competition at any stage if MA determines that, in its sole and absolute discretion, you have violated any conduct rules, including the Code of Conduct (at Annex A). In such event, MA shall forfeit prizes and/or fees due to you and require you to return any prizes or other compensation you may have already received.

3 Declarations
3.1 You hereby acknowledge and declare that:
(a) you are not subject to any civil or criminal proceeding in Singapore and elsewhere;
(b) you have not filed nor has anyone filed against you, a petition for voluntary or involuntary bankruptcy, or otherwise have become subject, voluntarily or involuntarily, to any proceeding under any local or foreign bankruptcy or insolvency law;
(c) you are not an undischarged bankrupt;
(d) you will not send, display, post, submit, publish or transmit any content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorised commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches these Terms; and
(e) you are in full compliance with the prevailing minimum vaccination requirements stipulated by the relevant local authorities for travellers entering Singapore.
3.2 You agree to notify MA immediately should there be any change in circumstance which causes any of the declarations in this Clause 3 to be incomplete, inaccurate or untrue. In such event, MA reserves the right to terminate your participation in the Competition at any stage, forfeit any prizes and/or entitlements and demand the return of any prizes and/or benefits provided to you.

4 Prizes and Winning
4.1 The eventual Champion of MsMA 2023 will be determined by a set of criteria which shall be made available at www.millionaireasia.com/msma/terms-and-conditions/competition-rules. These criteria are subject to change from time to time.
4.2 If you are the Champion of MsMA 2023, you understand and accept that you will be required to enter into an exclusive services agreement with MA, for a period of 10 months. You are required to provide certain services to MA and/or its sponsors (form at Annex C) (the “Services Undertaking”).
4.3 The Champion shall be entitled to prizes worth a total value of Singapore Dollar $1,000,000, which comprises as follows:
(a) Singapore Dollar $200,000, which will be payable in one lump sum to the Champion within 30 days from the determination of the Champion; and
(b) Singapore Dollar $800,000, which will be payable to the Champion over 10 equal monthly instalments, subject to the Champion’s discharge of her obligations under and any breach or termination of the Services Undertaking.
4.4 First and second runners-up will receive cash prizes of Singapore Dollar $50,000 & Singapore Dollar $25,000 respectively.
4.5 All prizes from this Competition will be given within 30 days from the determination of the Champion (or earlier, at MA’s discretion) and cannot be transferred to another person. All personal details must be accurate and complete and are subject to proof upon request by MA. MA reserves the right to verify the information provided by you and to disqualify you from the Competition if it considers, in its sole discretion, that you have provided any false or misleading information at any time during the course of the Competition. MA also reserves the right to forfeit any prizes due to you and donate the same to charity under MA’s name.
4.6 If you are disqualified at any point of time, during or after the Competition, MA may require you to return any prizes or items given to you in full and original condition.

5 Data Protection
5.1 By participating or voting in the Competition, you understand that for the purpose of administering the Competition and prize fulfilment, it is necessary for MA to hold and process your personal data. You also understand and consent to MA’s (including her related companies and affiliates) and the Competition’s sponsors’ (including but not limited to Title Sponsor, Presenter Sponsor & Diamond Sponsor) use of your personal data (in the application or voting form through the MA platform) for promotional and marketing purposes. The list of the Competition’s sponsors is available on MA’s and the Competition’s website, which may be updated from time to time.
5.2 MA’s privacy policy, incorporated into these Terms by reference and is accessible at MA’s website, also applies at all times in relation to any data MA collects from you.

6 Limitation of liability
6.1 You accept all risks, responsibilities, waivers and restrictions associated with participating in the Competition and accepting the Champion’s Prize. To the maximum extent permitted by law, neither MA, nor any of its affiliates and their respective officers, employees, agents or contractors accepts or otherwise has any responsibility for any loss, damage, accident, death or injury resulting from or arising out of or in any way connected with the Competition.
6.2 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

7 Other important information
7.1 Annexes to these Terms (as set out below) form part of the terms and conditions that apply to your participation in the Competition. Please read them carefully.
7.2 Unless otherwise specified, all references to currency, monetary values and dollars set forth herein shall mean Singapore dollars and all payments hereunder shall be made in Singapore dollars.
7.3 MA reserves the right to amend these Terms or terminate the Competition at any time at its sole and absolute discretion. All decisions made by MA under these Terms shall be final and no discussion or correspondence will be entertained. MA may, but is not required to, justify any decisions relating to this Competition. MA may, in its sole and absolute discretion, terminate the Competition early or vary the terms and conditions thereof. If the Competition is terminated, your application fees will be fully refunded to you.
7.4 To the extent that any provision contained or referred to herein is contrary to anything contained in any applicable laws, government regulations, orders or requirements that cannot be waived by agreement of the parties, such provision shall not apply. The invalidity of any provision shall not affect the validity of any other provision.
7.5 MA may assign or deal with these Terms in favour of any of its subsidiaries, subcontractors or appointed agents to carry out any of its obligations herein. MA shall not be responsible to you for any delay in performance or non-performance of its subcontractors and/or agents due to causes beyond its reasonable control.
7.6 The official language for this competition is English. Any translation from English to any other languages is purely for reference only. If there is any dispute as to the interpretation of any term or clause in any document, the English version shall govern.
7.7 These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any unresolved dispute arising under, out of, or in connection with these Terms, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. Notwithstanding anything in these Terms, in the event of any dispute no party shall proceed to any dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre for the time being in force.

Millionaireasia Pte Ltd
14 Feb 2023

Annex A – Code of Conduct
Annex B – Waiver and Release Agreement
Annex C – Services Agreement
Annex D – Further Terms and Conditions

Annex A

Code of Conduct

1. You agree to conduct your activities in accordance with the highest ethical and moral standards and at no time will you engage in any activity that might bring you, MA, the Competition or any of their respective affiliates, officers or employees into public disrepute, ridicule, contempt or scandal or might otherwise reflect unfavourably upon any of the foregoing individuals or entities or might insult or offend the community or any class or group thereof.
2. You confirm that you are a person of good moral character, have not committed or been convicted of any crime and will not commit any act inconsistent with the highest standards of public morals and conventions or that will reflect unfavourably on MA, the Competition and its sponsors.
3. You will demonstrate good sportsmanship at all times. You will not engage in any disruptive, immoral, unfair or otherwise illegal activity in order to benefit yourself or gain any unfair advantage in the Competition.
4. You will conduct yourself in a courteous and professional manner at all times during the Competition or while representing MA, and you will not slander, libel or otherwise disparage other contestants, judges, sponsors, MA and its staff involved with or connect to the Competition. Any disparagement or defamatory verbal and/or written remarks will result in immediate disqualification, forfeiture of all prizes and awards won, and any other necessary action against you.
5. You confirm and acknowledge that you have not and will not appear in public or permit yourself to be photographed in a state of partial or total nudity or in a lewd, compromising or sexually suggestive manner.
6. You are not and will not be involved, directly or indirectly, in any night entertainment activities, pornography, provision of sexual services, or any activities related to the foregoing.
7. Drinking and smoking during any part of the Competition is not allowed. If you attend any dinner events hosted by MA, you will observe proper decorum and avoid excessive drinking to the point of intoxication.
8. If you are put up in any accommodation by MA as part of the Competition, you are to observe all applicable rules and regulations of the accommodation. No room guests are allowed other than immediate family members. You are responsible for any additional costs and expenses incurred by you.
9. You will attend and participate fully in all events that form part of the Competition and be punctual at all times.
10. You understand and agree that if you breach any provision in the Terms or Code of Conduct, MA reserves the right to disqualify you. If you are disqualified or you elect to relinquish for any reason, any title and/or prizes awarded to you must be returned in full and in condition received.


Annex B

TERMS OF WAIVER AND RELEASE BY PARTICIPANT

1. For the intangible value I will gain by participating in the Competition, the receipt and sufficiency of which I hereby acknowledge, I give the Company my permission for such use and publicity for such purposes, according to the terms and conditions set forth in this Agreement.
2. I hereby irrevocably permit, authorise, grant, and license the Company and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfilment agencies, and the employees, officers, directors, and agents of each and all of them (“Authorised Persons”), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, video, photograph, digitise, modify, alter, edit, adapt, create derivative work, exploit, sell, rent, license, otherwise use, and permit others to use my name, image, likeness, appearance, voice, professional and personal biographical information, signature and other personal characteristics and private information, and all materials created by or on behalf of the Company that incorporate any of the foregoing (“Materials”) in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, brochures and other print publications, display, video recordings, point-of-sale, and other advertising and promotional materials, press releases, the internet, non-fungible tokens and other digital transmission or delivery methods, mobile applications, on any platform, whether for the Competition and/or for any other commercial purposes, including but not limited to advertising, public relations, publicity, packaging, and promotion of the Company and/or its affiliates and their businesses, products, and services (except pornographic or defamatory), without further consent from or royalty, payment, or other compensation to me except as otherwise expressly provided in this Agreement.
3. The Company shall be the exclusive owner of all rights, including copyright, in the Materials. I hereby irrevocably transfer, assign, and otherwise convey to the Company my entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. I acknowledge and agree that I have no right to review or approve Materials before they are used by the Company, and that the Company has no liability to me for any editing or alteration of the Materials or for any distortion or other effects resulting from the Company’s editing, alteration, or use of the Materials, or the Company’s presentation of me. Any credit or other acknowledgment of me, if any, shall be determined by the Company in its sole discretion. The Company has no obligation to create or use the Materials or to exercise any rights given by this Agreement.
4. To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”), arising directly or indirectly from the Authorised Persons’ exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part from the negligence of the Company or any other person, and I hereby covenant not to make or bring any such Claim against any Authorised Persons and forever release and discharge the Authorised Persons from liability under such Claims. I understand that the Company is relying on this Agreement and will incur significant expense in reliance on this Agreement, and I agree that this Agreement cannot be terminated, rescinded, or modified, in whole or in part.
5. I represent and warrant to the Company that I am at least eighteen (18) years of age, and I have full right, power, and authority to enter into this Agreement and grant the rights hereunder. I further represent and warrant to the Company that I will provide only true and correct statements and other information in connection with this Agreement, and the Authorised Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorisation from, or any payment to, any third party is required in connection herewith. I agree to defend, indemnify, and hold harmless the Authorised Persons from and against all Claims by third parties resulting from my breach or alleged breach of this Agreement or any of the foregoing representations and warranties.
6. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Agreement.
7. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. I have not relied on any statement, representation, warranty, or agreement of the Company or of any other person on the Company’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The Company may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to my benefit and the benefit of the Company and its respective executors, legal representatives, successors, and permitted assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with Singapore law. Any claim or cause of action arising under this Agreement shall be subject to the Singapore courts, and I hereby irrevocably consent to the exclusive jurisdiction of such courts.
8. This agreement provides the Company with your absolute and unconditional consent, waiver, and release of liability, allowing the company to publicise and commercially exploit your name, likeness, and other personal characteristics and private information as set out above. By participating, you acknowledge that you have read and understood all of the above terms and that you are giving up substantial legal rights, including the right to sue the Company.

Annex C
[Services Agreement]

The Champion is required to sign an exclusive service agreement with MA for a period of 10 months. The service agreement is attached in Appendix 1.

Appendix 1 to Annex C

AGREEMENT BETWEEN MILLIONAIREASIA PTE LTD AND ARTISTE
dated: ____________

THE CONTRACTING PARTIES TO THIS AGREEMENT ARE AS FOLLOWS:

(1) [Champion Name], NRIC No: [ ] residing in [ ] (referred to as “the Artiste”).

AND

(2) Millionaireasia Pte Ltd, business registration number: UEN 200714494D, registered office at 111 Somerset Road, #08-02 Singapore 238164. (referred to as “the Manager”).

IT IS AGREED as follows:
1. DEFINITIONS
The words below are agreed to mean as follows:
1.1 “Artiste” shall mean person providing professional services, not limiting to performance and/or entertainment services. This is a contract for services, and there is no fixed working hours.
1.2 “Background IPRs” shall mean the IPRs owned by the Manager and used by it in performing the services contemplated in this Agreement.
1.3 “IPRs” shall mean copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential infor-mation, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, and (vi) in whichever part of the world existing.
1.4 “The Gross Receipts” shall be the total proceeds from the commercial exploitation of the performances, appearances, recordings, or the commercial exploitation in any other form specified under this Agreement of the Artiste throughout the Territory at any time, directly or indirectly received by or credited to the Manager or the Manager’s Artiste or contractors after the deduction of any value added tax.
1.5 “The Nett Receipts” shall be the Gross Receipts less any Commission paid to any third parties or expenses incurred as a result of deriving the income (Gross Receipts).
1.6 “The Term” shall mean ten (10) months from the date of this Agreement unless this Agreement is terminated earlier in accordance with its terms and conditions and save where the duration of this Agreement.
1.7 “The Territory” shall be the following countries: Global.

2. ENGAGEMENT OF THE ARTISTE
2.1 The Artiste agrees to provide her exclusive services to the Manager for the Term of the Agreement throughout the Territory.
2.2 The Manager represents and warrants that:
a) it has the capacity, power and authority to enter into and perform this Agreement and is not bound by any previous agreement that adversely affects this Agreement;
b) it has the capacity, power and authority to validly represent and enter into contracts and agreements with the Artiste; and
c) it shall ensure that the Artiste fulfil her obligations arising from contracts entered into for and on their behalf and shall be jointly responsible with the Artiste for all breaches of and/or failure to comply with these obligations by the Artiste.
2.3 The Manager agrees to engage the exclusive services of the Artiste for the Term of the Agreement throughout the Territory to commercially exploit the services of the Artiste in all media whether in existence now or created in the future including but not limited to television, video, film, theatre, radio, commercials, publications, the internet and merchandising. The Artiste shall not derive any other form of income for rendering services of any nature, without the written approval of the Manager.
2.4 An exception to the exclusive service is for the Artiste to be able to provide services to such third party as approved in writing by the Manager. Any form of cash or cash equivalent renumeration must be negotiated through the Manager and constitute as part of the Gross Receipt.
2.5 It is the intention of both parties that the Artiste should be dealt with by the Manager, whether performances, appearances, recordings or otherwise and whether for financial gain or not and that subject to the terms of this Agreement, the Manager has the authority to enter into contracts for and on behalf of the Artiste.
2.6 In consideration of the Artiste’s engagement for the Term, the Manager shall pay the Artiste a monthly allowance of Singapore Dollar $80,000 for a period of ten (10) months.
2.7 The Artiste shall be paid 30% of the Nett Receipt for any jobs in which the Manager has received an income through the Artiste’s service.
2.8 The Artiste shall be paid 50% of the Nett Receipt for any jobs in which the Manager has received an income through the Artiste’s service introduced (or coordinated) by the Artiste. Any payments to the any third parties shall be derived from the 50%.
2.9 The Artiste shall not receive any form of income if the services are rendered for any of the companies which Millionairesia Pte Ltd have a direct or indirect interest in the business globally.
2.10 The Artiste is not obliged to perform any form of services which involves nudity, sexual or obscenity. The Artiste is also not obliged to endorse Health product that may give wrong impression to the public.

3. IPRS
3.1 The Manager acknowledges that all IPRs belonging to the Artiste and which are in existence, as at the date of this Agreement (“Artiste/Artiste IPRs”) shall remain the sole and exclusive property of the Artiste. The Artiste hereby grants to the Manager a royalty-free, worldwide licence, revocable only for breach by the Manager of the terms of this Agreement, to use the Artiste/Artiste IPRs during¬ the Term of this Agreement.

3.2 Notwithstanding the expiry of the Term of this Agreement or the earlier termination of this Agreement, all Background IPRs and all IPRs created (whether by the Manager or the Artiste) or coming into existence, during the Term or in the course of the parties’ performance of their obligations under this Agreement including without limitation all copyrights, in all films, photographs, recordings, videos, photo¬graphs, images, text or other material which is created concerning the Artiste, shall be and remain the sole and exclusive property of the Manager throughout the world in perpetuity.

4. OBLIGATIONS OF THE MANAGER
4.1 The Manager shall, as far as possible, keep the Artiste fully informed on a regular basis as regards any negotiations with any third party and agrees that it shall only be entitled to sign and conclude any agreement with the prior consent of the Artiste.
4.2 The Manager shall provide the Artiste with reasonable notice of all rehearsals, recordings, appearances, performances, auditions, meetings and any other commitments at which the Artiste is required to attend under this Agreement.
4.3 The Manager acknowledges that the Artiste shall be entitled, upon request, to be provided with a copy of any contract, record, document or any other material in the possession or under the control of the Manager relating to the Artiste.
4.4 The Manager acknowledges that it shall not be entitled to any commission in respect of any work done or agreed to be done by the Artiste prior to the date of this Agreement whether that work is performed during the Term of the Agreement or not.
4.5 The Manager confirms that it shall not enter into negotiations with any third party in respect of the Artiste where such Agreement, if fulfilled, would involve the Artiste in any degrading, obscene or demeaning activity.
4.6 The Manager shall keep full and accurate separate books of accounts, records and contracts showing the Gross Receipts, the Manager’s Commission and the Nett Receipts under this Agreement for a period of one year after the expiry or termination of this Agreement.
4.7 The Manager agrees that the Artiste shall be entitled to arrange for an annual audit to inspect and make copies of the Manager’s books of accounts, records, contracts and any other relevant material in order to verify the sums due to the Artiste under this Agreement.
4.8 The Manager agrees to ensure that any third party shall provide credit, copyright notice, trademark and logo to the Artiste in any material relating to the Artiste including any advertising, publicity, promotional or packaging material:
4.9 The Manager agrees to consult with the Artiste in respect of any artwork, stills, photo-graphs, biography or other material that may be used to market and exploit the Artiste.

5. OBLIGATIONS OF THE ARTISTE
5.1 The Artiste agrees that the Manager shall be the exclusive Manager for all entertainment businesses and/or performances of the Artiste in any media for the Term of the Agreement throughout the Territory.
5.2 The Artiste shall ensure that she provide her services to the best of her skill and ability and shall perform such services at such times, dates and locations as may reasonably be agreed with the Manager.
5.3 The Artiste shall ensure that she shall be available for all work arranged for them by the Manager under the terms of this Agreement.
5.4 The Artiste shall ensure that all the work products shall be original and will not infringe the copyright or any other rights of any third party throughout the Territory except where any material is included at the request of the Manager or any third party.
5.6 The Artiste shall ensure that she is in good health and are physically adept and proficient in any physical activity necessary for the provision of all performance and entertainment services. She shall continue to maintain an image as deemed and decided by the Manager, to the best of her interests.
5.7 The Artiste shall ensure that all the work products will not contain any obscene, offensive or defamatory material and will not expose the Manager to criminal or civil proceedings except where any material is included at the request of the Manager or any third party.
5.8 The Artiste agrees not to issue any statement to the media at any time concerning any confidential business or future plans of the Manager or details of any negotiations or the terms of any agreements in progress or concluded by the Manager without the prior consent of the Manager. The Artiste shall not issue any public statement about her personal life or her work, in any media (including social media), without the written approval by the Manager.
5.9 The Artiste agrees to keep the Manager informed of the telephone numbers, addresses and whereabouts of the Artiste, at all times, as far as reasonably possible during the Term of the Agreement.
5.10 Subject to prior consultation the Artiste agrees that the Manager shall be entitled to use the Artiste’s names, signatures, biographies, photographs, images and stage names in the promotion, advertising and marketing of the Artiste, provided that a copy of any such material shall in due course be provided by the Manager to the Artiste upon request.
5.11 The Artiste agrees that the Manager is not under any obligation to hold any monies received in a separate account.
5.12 The Artiste confirms that the Manager shall be entitled to collect and receive all Gross Receipts. To the extent that any portion of the Gross Receipts is received by the Artiste, such portion received by the Artiste shall be deposited into the Account within 7 days of his receipt of these monies.
5.13 Save unless otherwise agreed in writing by the Manager, the Artiste shall be responsible for their own expenses, personal insurance, pension or provident fund contributions and/or personal taxes arising from matters under this Agreement.

6. MISCELLANEOUS

THIRD PARTIES
6.1 This Agreement is purely personal between the Artiste and the Manager and no rights are conferred upon any third party who is not a signatory to this Agreement
6.2 Neither party shall assign, transfer, charge or make over this Agreement or any part of its rights and obligations without the prior written consent of the other party.

CONFIDENTIALITY
6.3 The Artiste shall not disclose to any third party any confidential business or future plans at any time acquired during the existence of this Agreement and no reference is to be made to the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the Manager.

AMENDMENTS AND ALTERATIONS
6.4 This Agreement sets out the full and complete terms agreed between the parties. No prior promise written or oral shall be taken into account unless specified in this Agreement. Any amendment or variation must be in writing on a document signed by the Manager and the Artiste.

NO PARTNERSHIP OR EMPLOYMENT
6.5 This Agreement shall not be deemed to create any partnership or employment relationship¬ between the parties.

NOTICES
6.6 All notices served under this Agreement shall be in writing. Any notice that has been sent by registered post, pre-paid post shall be deemed to be received 48 hours thereafter (excluding Saturdays, Sundays and public holidays). For the purposes of this Agreement all notices shall be sent to the following addresses shall apply:
The Manager: Millionaireasia Pte Ltd. 111 SomersetRoad, #08-02. Singapore 238164.
The Artiste: [insert address]

GOODS AND SERVICES TAX
6.7 All sums payable under this Agreement are exclusive of any Goods and Services Tax that may be payable by either party.

FORCE MAJEURE
6.8 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Manager or the Artiste, including war, industrial action, floods or Acts of God then such non-performance or failure to fulfil its obligations shall be deemed to be a breach of this Agreement. In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the defaulting party for a continuous period of [one month] then the other party who has not breached this Agreement may, at its discretion, terminate this Agreement by notice in writing at the end of that period.

TERMINATION AND EXPIRY OF THE AGREEMENT
6.9 In addition to any other rights and remedies at law this Agreement may be terminated by giving written notice to the other party who has breached this Agreement or has defaulted in the following circumstances where:
6.9.1 the Manager has failed to account or make payments as required under this Agreement;
6.9.2 the Manager or the Artiste has committed a serious breach of its obligations under this Agreement unless such party rectifies the position, as far as reasonably¬ possible, within 14 days;
6.9.3 the Artiste is declared insolvent either in bankruptcy proceedings or other legal proceedings; or
6.9.4 an Agreement with creditors has been reached by the Manager or the Artiste due to his or her failure or inability to pay his/her debts as they fall due.

6.10 In the event of any breach and/or termination of this Agreement by the Artiste:
6.10.1 the Artiste shall cease to be entitled to the monthly allowances under clause 2.6;
6.10.2 the Artiste shall return to the Manager in one lump sum an amount equivalent to all prize money and monthly allowances paid to the Artiste in connection with the Competition and under this Agreement, plus 1% monthly interest on such total amount for the entire duration that any such amount has been received by the Artiste (the “Repayable Amount”). For clarity, such Repayable Amount shall be a sum which is equivalent to the total of the following: (a) the Singapore Dollar $200,000 amount paid upfront to the Artiste for being awarded Champion (b) all monthly allowances paid to the Artiste under this Agreement, and (c) 1% monthly interest on the total amount under (a) and (b), calculated from the time that such amount was received by the Artiste.
6.11 The Artiste shall be entitled to all accrued commission with respect to all contracts negotiated and concluded prior to the date of the notice of termination. In any event where the Manager has signed contracts for the Artiste to perform (or deliver) her services, the Artiste is obliged to carried out such performance (even after the termination). In any event that the Artiste fail to carry out such provision of services professionally, the Artiste is liable to pay for all the damages incurred by the Manager, as a result of the breach by the Artiste.
6.12 For the avoidance of doubt, unless the Artiste and the Manager come to an alternative agreement in writing, all such commission as was due under this Agreement to the Manager shall remain due after termination.
6.13 The parties shall nonetheless endeavour to agree in writing a formal termination agreement that will specify exactly what future sums to which the Manager is entitled.

GOVERNING LAW
6.14 This Agreement shall be subject to the Laws of Singapore.

DISPUTE RESOLUTION
6.15 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator.The language of the arbitration shall be English.
6.16 Notwithstanding the foregoing, in the event of any dispute no party shall proceed to any dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre for the time being in force.

Annex D

1. General terms and conditions
1.1 As a contestant, you will be given a free Online FoMo Silver membership and also entitled to 20% commission for any of your Personality video sold.
1.2 All decisions made by MA and/or its representatives under these Terms are final and no discussion or correspondence will be entered into or feedback given regarding the selection of quarter-finalists, semi-finalists, finalists or winners. MA may, but is not required to, justify any decisions relating to this Competition.
1.3 Any late attendance, absence or failure to meet any Competition requirements may result in disqualification and MA reserves the right to replace any disqualified participants.
1.4 Any conduct or transaction that is intended to contravene, take unfair advantage of or otherwise abuse the Competition rules and Terms, as determined by MA in its sole and absolute discretion, will result in disqualification, forfeit of prizes and benefits, and/or any necessary legal action.
1.5 At any stage of the Competition, MA in its sole and absolute discretion may without justification decide to terminate the Competition and may provide a refund of application fees paid. If the Competition is terminated for any reason, any prizes and benefits that you may be entitled to may be forfeited at MA’s discretion. You agree not to make any claim against MA.
1.6 MA may at its discretion, promote “Pre-Launch” initiatives (earlier than the actual dates for sign-up of participation) for certain groups of focussed groups.
1.7 Participants are required to submit their profile photo and a one-minute video featuring their personality by 14 Mar 2023, for their application for the competition. At the discretion of the Organiser, the registration period may be extended.

2. Quarter-Finals
2.1 Upon successful application to the Competition as confirmed by MA in writing, Contestants will be entitled to participate in the Quarter-Finals.
2.2 During the period of the Quarter-Finals, Quarter-Finalists will compete to obtain votes via the sales of the Personality Video (during the period from 15 March to 21 May 2023 or after the submission and approval of the participant’s picture and video, whichever is earlier).
2.3 The sale price of each Personality Video is determined by MA at Singapore Dollar $100 per video.
2.4 Details on voting are set out in paragraph 5 below. A contestant who obtains at least 100 votes will be entitled to participate in the Semi-Finals. Upon qualification to the Semi-Finals, MA will notify the contestant by email with instructions to upload the contestant’s profile photo and Idea Video to MA’s platform to prepare for the Semi Final.
2.5 If the number of contestants that qualify for the Semi Finals is less than 100, MA may decide to terminate the competition and application fees may be refunded. If the Competition is terminated for this reason, any prizes and benefits that you may be entitled to may be forfeited at MA’s discretion. You agree not to make any claim in this regard, whether against MA or other related parties. However, all accrued commission as a result of the sales of the Personality Video in Quarter-Finals shall remain payable to you.
2.6 In the event of a tie, the contestant who achieves the vote count earlier in time shall prevail.
2.7 Successful contestants are required to submit their profile photo and Idea Video to MA by 22 May 2023 for the Semi-Finals.

3. Semi-Finals
3.1 During the period of the Semi-Finals, Semi-Finalists will compete to obtain as many votes as possible via the sales of the Idea Video (during the period from 24 May to 9 July 2023) to qualify for the Finals.
3.2 All Semi-Finalists are entitled to a free Neuro Activator Soundwave device (valued at Singapore Dollar $350, which is redeemable via an NFT.
3.3 The sale price of each Idea Video is determined by MA at Singapore Dollar $200 per video.
3.4 Details on voting are set out in paragraph 5 below. The top twenty contestants (with a minimum of 200 votes) will qualify for the Finals. In the event of a tie, the contestant who achieves the vote count earlier in time shall prevail.
3.5 Upon qualification to the Finals, MA will notify the contestant by email at the latest by 10 July 2023 with instructions to upload the contestant’s profile photo and Value Video to MA’s platform to prepare for the Finals.
3.6 In addition to the top twenty contestants, MA will also select at random 5 Semi-Finalists with at least 200 votes to qualify for the Finals. Full details of this draw will be published on MA’s website at a later date.

4. Finals
4.1 During the period of the Finals, Finalists will compete to obtain as many votes as possible via the sales of the Value Video (during the period from 11 July to 28 Jul 2023).
4.2 All Finalists are entitled to a free Youthlocked 100, an Anti-Aging Product (valued at Singapore Dollar $500), which is redeemable via an NFT.
4.3 The sale price of each Value Video is determined by MA at Singapore Dollar $300 per video.
4.4 Details on voting are set out in paragraph 5 below. In the event of a tie, the contestant who achieves the vote count earlier in time shall prevail.
4.5 The top 3 contestants (with a minimum of 300 votes) shall be entitled to the following prizes:
(a) Champion: Singapore Dollar $1 million (Singapore Dollar $200,000 cash prize plus Singapore Dollar $800,000 worth of an exclusive 10-month contract with Millionaireasia).
(b) 2nd position: Singapore Dollar $50,000 cash prize
(c) 3rd position: Singapore Dollar $25,000 cash prize
4.6 All Finalists are required to attend the Finals in-person and need to arrive in Singapore by no later than 22 July 2023 to attend to various pre-Finals preparations as may be arranged by MA. Any late attendance or absence may result in disqualification and MA reserves the right to replace any disqualified participants.
4.7 Expenses for hotel accommodation during the Finals are fully paid for by MA. The air ticket from your home country to Singapore can be reimbursed (up to a maximum of Singapore Dollar $500) upon your arrival in Singapore.
4.8 All Finalists (with a minimum of 300 votes) are invited to the Grand Celebration on 31 Jul 2023, by MA’s private charter flight, plus accommodations (30 July 2023 to 1 Aug 2023) at Phuket. .
4.9 All Finalists (with less than 300 votes) are responsible for making your own return flight arrangements from Singapore Airport (reimbursable by MA up to a maximum of Singapore Dollar $500).
4.10 After the Grand Celebration, on 1 August 2023, MA will arrange transport for all Finalists from Phuket to Bangkok’s international airport (Suvarnabhumi Airport). You are responsible for making your own return flight arrangements from Suvarnabhumi Airport (reimbursable by MA up to a maximum of Singapore Dollar $500).

5. Voting; NFTs
5.1 All terms and conditions of the MA’s NFT platform (www.millionaireasia.com/msma/app-platform/terms-and-conditions) shall apply.
5.2 Vote: Each sale of any contestant’s unique Personality, Idea and Value video series represents a vote for that contestant at the relevant stage, save that any video purchased and owned personally by any contestant shall not constitute a valid vote (i.e. a contestant is not permitted to vote for herself).
5.3 NFT: Each Personality, Idea and Value video entitles the purchaser to a free NFT (respectively, the “Personality NFT”, “Idea NFT” and “Value NFT”). All NFTs not redeemed from MA within the 30 days from the end of the Competition will be burnt by MA.
5.4 Personality Video: Each purchase of the Personality Video (Singapore Dollar $100) entitles the purchaser to:
(a) A free Personality NFT; and
(b) A free FoMo Silver Membership (valued at Singapore Dollar $500, which is renewable annually at a fee).
5.5 Idea Video: Each purchase of the Idea Video (Singapore Dollar $200) entitles the purchaser to:
(a) A free Idea NFT; and
(b) A free Neuro Activator Soundwave software (valued at Singapore Dollar $350)
5.6 Value Video: Each purchase of the Value Video (Singapore Dollar $300) entitles the purchaser to:
(a) A free Value NFT; and
(b) A free Youthlocked 100, an Anti-Aging Product (valued at Singapore Dollar $500).
5.7 Free gifts: All free gifts that come with any purchase of the Personality, Idea or Value Video are not (a) transferable, (b) exchangeable or (c) redeemable for cash. MA reserves the right to, at any time and in its sole and absolute discretion, replace the free gift(s) with item(s) of similar value without prior notice.
5.8 Transaction of NFT during the Competition: For the duration of the Competition only, all Personality, Idea & Value NFTs shall only be transacted within MA’s designated platform.
5.9 Benefits: Participants shall be entitled to a commission of 20% of the sales price in respect of any sale of Personality video only, which is subject to transaction fees that may be imposed by the NFT platform.
5.10 Prohibition: For the duration of the Competition, participants shall not mint, sell or market any videos or NFTs, other than those that are allowed within the Competition.

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