JD Dropshipping Support Service

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JD DROPSHIPPING – TERMS OF SERVICE (INFLUENCER/AGENCY)

1. INTERPRETATION

1.1 Unless otherwise defined, capitalised words used in this Terms of Service shall have the meaning given to them in the Agreement Form.

1.2 In this Terms of Service the following definitions shall apply:

• “Affiliate” – with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with, that entity.

• “Applicable Law” – all laws, regulations, directives, rulings, or requirements of governmental authorities applicable to the parties.

• “Business Day” – any day other than Saturday, Sunday, or public holiday in the governing jurisdiction.

• “Confidential Information” – any and all confidential, proprietary or non-public information disclosed by one Party to the other under this Terms of Service.

• “Insolvency Event” – bankruptcy, liquidation, administration, or other analogous event as defined under Applicable Law.

• “Influencer Content” – all content created and delivered by Influencer, including but not limited to text, images, video, audio, designs and related Intellectual Property Rights.

• “Individual Rights” – rights of publicity, image, likeness, personality or equivalent rights under Applicable Law.

• “Intellectual Property Rights” – all intellectual and industrial property rights worldwide, whether registered or not.

• “Representatives” – Affiliates, officers, employees, contractors, or agents of either Party.

2. TERM

2.1 This Terms of Service shall commence on the Agreement Date (as set forth in the Form) and continue for the Initial Term, subject to renewal by JD Dropshipping as communicated in writing.

2.2 The Initial Term and any Renewal Terms together shall constitute the Term.

3. SERVICES

3.1 Influencer/Agency shall provide the agreed services (“Services”) to JD Dropshipping during the Term, in a professional and independent manner, and in compliance with Applicable Law.

3.2 JD Dropshipping may issue additional Orders for Services. Such Orders form part of this Terms of Service.

3.3 Influencer/Agency shall:

• Deliver original and high-quality Influencer Content;

• Consider JD Dropshipping’s feedback or creative briefs;

• Ensure that all Content is accurate and non-misleading;

• Not create or publish any defamatory, discriminatory, abusive, or prohibited content;

• Attend JD Dropshipping events when reasonably requested;

• Not subcontract obligations without prior written approval.

3.4 JD Dropshipping shall have the right to:

• Review and approve Influencer Content prior to publication;

• Require deletion, modification, or withdrawal of Content that does not comply with these Terms.

4. FEES, INVOICING, TAX

4.1 Fees. JD Dropshipping shall pay Influencer the fees agreed in the Form/Order (“Fees”). No other consideration shall be payable.

4.2 Payment.

• Payments shall be made via bank transfer to Influencer’s designated account.

• JD Dropshipping may withhold disputed Fees until resolution.

• JD Dropshipping may offset amounts owed by Influencer against amounts payable.

4.3 Tax.

• Each Party is responsible for its own tax obligations.

• JD Dropshipping shall deduct and remit applicable withholding taxes, providing official evidence of remittance.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Influencer Content. All Influencer Content shall be deemed works made for hire. Ownership, including all Intellectual Property Rights, shall vest fully in JD Dropshipping. Where not legally possible, Influencer irrevocably assigns such rights to JD Dropshipping.

5.2 Individual Rights. Influencer grants JD Dropshipping a worldwide, irrevocable, sublicensable, royalty-free licence to use Influencer’s name, likeness, image and related Individual Rights for promotional purposes.

5.3 JD Dropshipping IP.

• JD Dropshipping retains full ownership of all its trademarks, logos, and provided materials.

• Influencer may only use JD Dropshipping IP with prior written consent and solely for the performance of Services.

6. SERVICE RECIPIENTS

Influencer/Agency shall perform Services for JD Dropshipping and, where applicable, its Affiliates.

7. TERMINATION

7.1 Either Party may terminate this Terms of Service with immediate effect upon written notice if:

• The other Party commits a material breach and fails to cure within 14 days;

• A series of repeated breaches cumulatively amount to a material breach;

• An Insolvency Event occurs.

7.2 JD Dropshipping may terminate this Terms of Service or any Order without cause, by giving 7 days’ written notice.

7.3 Termination shall not affect accrued rights and obligations unless expressly waived.

7.4 Upon termination, Influencer/Agency shall refund any Fees received for Services not performed or not accepted by JD Dropshipping.

7.5 Clauses intended to survive termination (including Intellectual Property, Confidentiality, Liability, and Governing Law) shall remain in force.