Derivative Work License Agreement

This Derivative Work License Agreement (hereinafter referred to as “Agreement”) contains items that need your agreement as to the scope and the terms and conditions with respect to your use of derivative works of the Characters (defined below), in which MyHolo TV Entertainment (hereinafter referred to as the “Company”) has an interest.

Your use of these Services will be administered by this Agreement.

This Agreement is subject to change without prior notice.

1. General provision; Pertinency

This Agreement sets forth the basic matters relating to the use of characters (“Characters”) in which the Company has an interest.

Any clauses derived from our Website or any rules and regulations relating to the Services with respect to Characters inserted in any form of communication means will be part of this Agreement. For any extension of this Agreement, and with the specific particular or additional clauses or rules and regulations, then it is necessary for your own responsibility, to obtain the license or approval from the company.

2. Definition

For the purpose of this Agreement, the following terms will have the meaning as an attribute to them below.

1. “Characters”

means any or all of characters in which the Company has an interest (i.e. works of art pictures created for embodying abstract ideas characterized by designation, voice, appearance, nature, or outlook on the world, in order to distinguish themselves).

2. “User”

means an entity, organization, or person that uses the Characters or Derivative Creations thereof in whole or in part, always subject to this Agreement.

3. “Derivative Works”

means any works created as a result of translations, musical arrangements, or deformation, adaptation or animation, or other transmutation of any publishing works.

4. “Alterations”

means any works other than Derivative Works, produced by modification, separation, or alteration.

5. “Derivative Creations”

includes and collectively means Derivative Works, Alterations, or any works based on other works.

6. “IPRs”

means any and all copyrights, patents, petty patents, trademarks, design rights, and other intellectual property rights (including the right to acquire or to file an application for those rights).

3. Ownership of copyrights or other IPRs

The Characters are protected under the Copyright Act 1987 in Malaysia and other applicable laws and regulations. You agree that the Company retains ownership in the Characters and all Alterations thereof provided by the Company.

4. License application of Characters

1. In carrying out the terms and conditions of the license hereunder and the applicable guidelines with respect to our Characters, the Company hereby allow to a User a non-exclusive right to:
1. create any Derivative Creations of the Characters;
2. any form of distribution for Derivative Creations of the Characters that are reproduced by a User; and
3. usage of the Character’s original name created by the Company

2. With respect to the use of licensed Characters, a User agrees to comply with all of the following terms of use.
1. Not to violate any IPRs or other rights and goodwill of the third parties;
2. Not to impair the original name or reputation of the Characters;
3. Not to use Characters for activities or purposes that are considered to be unlawful, or for abusive expression and anti-social activities or purposes, or for the sake of certain creed or religion, or political statements;
4. Not to use Characters misleading the public into believing that these products are official for the Characters;
5. Or otherwise use them in a manner as the Company may deem inappropriate; and
6. Any commercial use of the Characters will be subject to prior approval of the Company.
3. Granting this license hereunder, a User will not have the right to sublicense the Characters to any third parties.

5. Prohibited Actions

User will not participate in any event itself or through causing any third party to engage in, any of the following acts when using the Characters.

a. Violation or threatening act of the applicable laws and regulations, judgment, determination or decree of courts of law, or any administration works that legally binding to Company

b. Any fraudulent act or threatening behavior attempts against the Company staff or any other user or third parties;

3. Immoral or Unlawful act;
4. Impersonating the Company or any other user or third parties;
5. Providing funds or other benefits to the unlawful group;
6. Act to violate this Agreement and the applicable terms of use, and the scope and intent of the Services due to inconsistency;
7. Any other acts the Company deems inappropriate.

6. Termination of License

1. In the event of a User violating this Agreement, the license granted to the User hereunder will automatically be revoked.
2. The Company may at its absolute right to delete or discontinue your use of the Characters and Derivative Creations.
3. Company will not be liable for any direct or indirect loss or damage incurred by User in connection with the discontinuation of your own use of the Characters or derivative work creation in any circumstances under this clause 6.

7. Additional Modification to Characters

1. The Company has full right to modify or supplement the Characters or the content of this Agreement in whole or in part without giving prior notice to User.
2. The Company has full right to terminate, wholly or partially or any operation of the Characters at its sole discretion. Any changes of the Services that determined by the Company, we will notify you in advance for all the appropriate action except for emergency event.
3. Company will not be liable for any direct or indirect loss or damage incurred by User arising from any actions taken by us in any circumstances under this clause 7.

8. Liability and Disclaimer

1. User agrees to accept liability from user own derivative work and user will not pursue further with any loss of expenses or legal damages against the company.
2. The Characters is provided by the company on an “as is” basis without warranties of any kind, express or implied, including, but not limited to, warranties of title or implied warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose, timeliness or completeness of any information. The company shall not be liable for any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use and/or our services.
3. The Company makes no representation, warranty, or other commitment that the content provided through the Characters is lawfully available, consistent with the terms of use for any services provided by an entity other than the company, and does not violate any third party’s right.

1. Under no circumstances, will the Company be liable for loss or damage for any reasons in connection with discontinuance, suspension, termination of delivery of the Character, unavailability, and alteration of the Characters, and other loss or damage arising from or in connection with Characters or the services.
2. in the event of a dispute between you and any third party in connection with the characters, you will promptly notify the Company to that effect and will resolve such dispute at your own cost and responsibility and defend, indemnify and hold harmless the company from and against claims and damages arising from such dispute.

9. Assignment

a.     Company right on Derivative Works from User:

            i.         Any content derivative works published by the User will be deemed to have given approval to the company regarding the Characters to use in live transmission and other social media channels.

            ii.         The Company may be carrying out any alteration to a degree that does not damage the identity of the User’s work.

            iii.         We would hold consultations with the User in advance for carrying out official distribution or turning into goods.  

2. With respect to derivative works goods used for an act of sale as business activities, the company shall determine whether or not such act of sale falls under “business activities” by making an overall evaluation of the various factors, such as the product’s production volume or sales price, or the product’s characteristics.
3. In the event that the User enters into a separate agreement with the Company to sell any form of goods related to the Characters, the User would seek advice from the Company in advance.

10. Good-faith resolution

Any matter not set forth in this Agreement or any doubt that arises as to any provision of this Agreement will be resolved between the Parties in accordance with the general principle of good faith in the trader’s field of activity in a prompt manner.

Thank you for your understanding of our Fan's Work Guidelines! 

We would be delighted to have you create and publish works that respect the agreement and the guidelines for fan’s work. Please pay respect to the activities of the fan community and other creators, and please respect the rights of others.

Enacted on 5 March 2021