Content Agreement

These terms and conditions (“Terms of Service”) govern content providers‘ (“Publishers“) access to and use of the Shumanji.com website (the “Site”), including the use and sales of any content, information, products and/or services (the “Services”) therein. This is a legal agreement between you (“Publisher”) and Jayoninc PLT (“Company”).

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR SHUMANJI ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. COMPANY RESERVES THE RIGHT TO AMEND, REVISE OR CHANGE THESE TERMS (OR ANY PART THEREOF) FROM TIME TO TIME. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY.

GRANT OF RIGHTS
1. The rights granted hereunder shall include the sale of Contents (as defined in Section 2 below) by, without limitation, interactive streaming, non-interactive streaming, permanent digital downloads, temporary digital downloads and other related services that you may choose to make available on the Site.
2. You grant to Company, throughout the world (the “Territory”) and during the Term (as defined in Section 7 below), the non-exclusive right:
  1. to sell, copy, distribute and otherwise exploit the Contents by all means and media (whether now known or existing in the future) (“Sale”) through the Site now operational or hereafter available;
  2. to collect all income deriving therefrom; and
  3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the authors whose works are embodied on the Contents in connection with the Contents and Company’s general business.
3. You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Contents or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder.
4. You agree that Company may freeze any and all revenues in your account that are received in connection with Contents or other materials submitted by you which Company believes, in its good faith discretion, violate the Terms of Service, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Contents and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.
5. You agree that Company may terminate your account if you violate the Terms of Service or, in Company’s good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.
CONTENTS

The term “Contents” shall be defined as the digital Contents and audio-visual Contents that you submit to Company at any time. Company, in its sole discretion, reserves the right to reject any materials (including, without limitation, Contents, images and/or artwork) that you submit. You agree to submit all Contents, images and artwork at your sole expense, in the format(s) required by Company.
PAYMENTS
1. Company will pay you a percentage of Net Income (as defined in Section 3(b) below), depending on the your Publisher Type (as defined below in Section 11 below). Net Income will be posted to your Shumanji account in a timely fashion after Company’s receipt thereof. The Company shall pay you within 30 days of the posting. You will be responsible for any bank fees or other charges related to such payments from the Company.
2. “Net Income” shall be defined as Company’s actual receipts from the Sale of your Contents less any tax, bank fee, credit card fee and other billing charges related to such Sale.
3. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
4. To the extent that you owe any amounts to Company as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.
5. In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise receive funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder.
6. In the event that Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Company may freeze any and all revenues in your account that are received in connection with the disputed Contents or other materials submitted by you, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement.
USAGE ANALYTICS

Company shall, at its good faith discretion and on best effort basis, provide you with relevant usage analytics (which may include relative usage comparison) of your Content on the Site periodically. The data is provided on as is basis. The Company makes no representation on the degree of accuracy of the data.
THIRD PARTY OBLIGATIONS
1. You shall be solely responsible for securing and paying for any royalties and other licenses (as applicable) required from copyright owners or their agents in connection with Company’s exploitation of rights hereunder, as well as royalties due to artists, producers and other persons who performed in the making of the Contents and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.
2. To the extent that Company permits you to select certain Contents from your Shumanji catalog to distribute free to fans or directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.
WARRANTIES; REPRESENTATIONS; INDEMNITIES
1. You warrant and represent that you are at least eighteen (18) years of age, you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Contents, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audio-visuals, images and any other materials furnished by you to Company or relating to the Contents are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.
2. You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys’ fees and expenses.
3. Company shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Company at your expense with counsel approved by Company, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Company may, if it so elects, defend itself at your cost and expense and you agree that Company may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Company shall have the right, in its sole discretion, to remove or disable access to the Contents and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company’s prior written approval.
4. THERE ARE NO REPRESENTATIONS OR WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.
TERM

The Terms of Service shall apply at all times while you utilize the Site or the Services.
CONFIDENTIALITY

You acknowledge and agree that, in the course of negotiating and transacting business with Company, you may become aware of certain otherwise confidential information related to Company’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential. You hereby expressly agree that Company shall have the right to provide information relative to the sales of your Contents hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.
MISCELLANEOUS
1. The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:
  1. Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Company content or materials;
  2. Use any metadata, meta tags or other hidden text utilizing a Shumanji name, trademark, URL or product name;
  3. Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
  4. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;
  5. Upload, submit, post, email, or otherwise transmit, via the Site or Services, any Contents or other materials that are, in the sole opinion of Company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libellous, vulgar or violent or constitute hate speech or are otherwise objectionable;
  6. Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the Site;
  7. Attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;
  8. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
  9. Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Company or other generally available third party web browsers (e.g., Chrome, Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
  10. Collect or store personal data about other users of the Site or Services without their express and explicit permission;
  11. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
  12. Use the Site or Services in any manner not permitted by the Terms of Service; or
  13. Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service.
2. Company does not guarantee exploitation of the Contents, which will depend on consumer preference. Except as specifically set forth in the Terms of Service, Company shall have no obligations to you.
3. Company shall not be deemed in breach of the Terms of Service unless you have given Company notice of the breach and Company has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.
4. In no event will Company, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Services, Company products or any Company content, no matter whether the damages are foreseeable and whether or not Company has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Company’s aggregate liability to you exceed One Hundred Malaysian Ringgit (MYR 100).
JURISDICTION

The Terms of Service shall be governed by and interpreted in accordance with the laws of Malaysia.
PUBLISHER TYPE

A publisher type shall be assigned to you when the Company approve your Publisher account.
1. All Publishers shall begin with the “Starter” package and may switch between “Starter”, “Standard” and Enterprise” package at any time. New package takes effect after Company has approved the switch.
2. “Special” package is only offered to certain companies and individuals approved by Company.

Publisher Type	Special	Starter	Standard	Enterprise
Subscription Fee / Month	Free	MYR 100	MYR 500	MYR 1000
Revenue Sharing to Publisher	80%	82%	84%	90%