Influencer Terms and Conditions
Merapashu360 Private Limited, is a private limited company incorporated under the Companies Act, 2013, having its registered office at Rect. No.12, Killa No. 14, Village - Darbaripur, Sector-75, Gurgaon, Haryana, India 122101 (hereinafter referred to as “Company”, “MeraPashu360”, “Us” or “We” or “Our”, which expressions shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).
These terms and conditions (“Influencer Terms”) govern certain matters in connection with the Company’s engagement with certain influencers (hereinafter referred to as the “Influencer”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include such Influencer’s heirs, executors, successors and permitted assigns).
The Company and the Influencer have entered into a separate Content Creation Agreement setting out particulars of the engagement between the Company and the Influencer (“Content Creation Agreement”).
The Company and the Influencer are hereinafter individually referred to as a “Party” and collectively, as “Parties”.
- The Company hereby engages the Influencer for the limited purpose of promoting certain brands and brand content pertaining to the Company, through Influencer’s social media outlets (collectively, the “Influencer’s Outlets”). The nature of the brand content to be promoted and the specific details and requirements of the promotion shall be as agreed in the Content Creation Agreement (“Content”).
- The Influencer agrees to be engaged for such term as is agreed in the Content Creation Agreement (“Term”), for the purpose of promoting the Content and to be bound by the guidelines as set out in Schedule A (“Guidelines”). Company hereby appoints Influencer on a non-exclusive basis to endorse and promote its services to the target audience.
- DATE OF PUBLICATION
Parties agree that the Content will be published / disseminated on Influencer’s Outlets on such dates as are mutually agreed.
Influencer will deliver the agreed number of posts on the agreed platforms as agreed in the Content Creation Agreement. The Content shall: (i) conform to the specifications and instructions of the Company as set out in the Content Creation Agreement; (ii) comply with the rules of the relevant social media platforms; and (iii) be subject to Company’s acceptance and approval; (iv) be original, and shall not infringe any intellectual property rights (including any copyright) of any third party; (v) conform to the Guidelines; and (vi) contain any tags, links, or titles that the Company requests to be included in the Content.
- The Influencer shall not (and shall cause its affiliates and/ or any of its employees to not), whether from the date of the Definitive Agreement, or at any time thereafter, including after the expiration or the termination of the Definitive Agreement, directly or indirectly, without the Company's prior written consent:
- upload the Content anywhere on the world wide web;
- use the Content for any purpose (including but not limited to, using the Content for any profit-making activities); or
- associate itself with the Company.
- Influencer shall not delete posts containing the Content from the Influencer’s Outlets without the Company’s prior written consent.
- Influencer agrees that during the Term, and for a 12 (Twelve) month period afterward, Influencer will not undertake influencer marketing for a company that is engaged in the same business as that of the Company.
- Company hereby grants to the Influencer, a revocable and a temporary license to use the trademarks, name and promotional materials of the Company as may be required to create the Content but only in compliance with the Guidelines.
- The Influencer hereby grants the Company, an irrevocable, sub-licensable, non-exclusive, royalty free, and perpetual, right and license: (a) to publish and feature the Content generated by Influencer; and (b) in relation to such Content, the right to use Influencer’s name and likeness; on:
- the Company’s social media platforms; website, app and
- third party digital and broadcast platforms and print platforms including but not limited to, ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, and website blogs
(hereinafter (i) and (ii) are collectively referred to as the “Social Media Platforms”).
- The Influencer agrees not to report, whether to the operator/owner of the Social Media Platform or to any governmental authority / law enforcement agency, any Content that is published or featured on any of the Social Media Platforms. If the Influencer has any grievances in respect of any content that is posted on any of the Social Media Platforms, the Influencer shall notify the Company in writing and thereafter, the Company and the Influencer shall endeavour to amicably resolve such grievance in accordance with the provisions of Clause 10.2 hereof.
- NON-DISPARAGEMENT AND CONFIDENTIALITY
The Influencer undertakes that it shall not:
- make or cause to be made, any public announcement, in the press or otherwise, regarding the relationship between the Parties that may harm the business or reputation of the Company or any of its affiliates; and
- disparage the Company (including any of their respective affiliates, successors and assigns and their past and present directors, officers, agents, shareholders, representatives and attorneys, hereinafter referred to as the “Relevant Persons”) or otherwise take any action which could reasonably be expected to adversely affect the reputation of the Company or any of its Relevant Persons.
- During the course of the Influencer’s engagement with the Company, the Influencer may receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Influencer acknowledges and agrees that such information is an asset of Company, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company must be kept strictly confidential and used only in the performance of Influencer’s duties under these Influencer Terms. Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever. Upon the expiry of the Content Creation Agreement or upon the request of Company, Influencer shall return to Company, all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control.
The Company shall pay the Influencer such amounts on such dates/milestones as are agreed in the Content Creation Agreement (“Fee”) as consideration for creating the Content.
Influencer acknowledges that the Fee represents the Influencer’s entire compensation with respect to its engagement by the Company and the Company shall have no other obligation for any other compensation to or expenses or costs incurred by Influencer in connection with the performance of its obligations in relation to its engagement by the Company. If the Influencer engages any employees or agents (the “Influencer Personnel”), the Influencer shall be solely responsible for all costs associated with such Influencer Personnel and the Company shall not be liable to pay any costs incurred by the Influencer towards such Influencer Personnel.
- INDEPENDENT CONTRACTOR
Influencer is an independent contractor of Company. Influencer acknowledges and agrees that: (i) the Influencer is solely responsible for the manner and form by which Influencer performs its obligations; (ii) the Influencer performs similar services for various entities and individuals other than Company; and (iii) neither the Influencer nor any of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company.
- REPRESENTATIONS AND WARRANTIES
Influencer represents and warrants that:
- it has full power and authority and has obtained all necessary authorities and consents to enter into and perform its obligations under these Influencer Terms and the Content Creation Agreement and such other agreements and arrangements referred to in this Agreement; and
- the signing of the Content Creation Agreement and the performance of its obligations under these Influencer Terms and the Content Creation Agreement and the other agreements, will not result in a breach of any other agreement or arrangement to which it is a party.
- It is agreed between the Parties that the Content is exclusively for the Company and that the Influencer cannot use, transfer, upload, advertise or promote the Content anywhere at any point in time, without the prior written consent of the Company.
- The Influencer agrees that it has no rights over the said Content and understands that it cannot, other than as contemplated in the Definitive Agreement, publish the Content anywhere, including its own social media platforms, without the prior written consent of the Company.
- GENERAL TERMS
- Governing Law: These Influencer Terms and the Content Creation Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflicts of law of any other jurisdiction.
- Dispute Resolution: In the event a claim, dispute or controversy (“Difference”) arises in connection with the interpretation or implementation of these Influencer Terms or the Content Creation Agreement, including any Difference with respect to the existence or validity, the activities performed, or any breach thereof, the Parties shall attempt in the first instance to resolve such Difference through amicable discussion. If the Difference is not resolved through such amicable discussion within 30 (thirty) days after commencement of discussions or such longer period as the Parties agree to in writing, then the Parties shall refer the Difference for resolution by arbitration according to the Arbitration and Conciliation Act, 1996 and rules thereunder for the time being in force (collectively, the “Arbitration Rules”). Such arbitration shall be conducted in New Delhi, India. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties in accordance with the Arbitration Rules. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly.
- Further Assurances: The Parties shall, with reasonable diligence, do all such things, take all such actions and provide all such reasonable assurances as may be required to consummate the transactions contemplated by the Influencer Terms and the Content Creation Agreement including obtaining any Governmental Approvals, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable in connection with the Influencer Terms and the Content Creation Agreement. The Influencer shall keep indemnified and hold harmless the Company and the Relevant Persons from and against all Losses suffered or incurred by the Relevant Persons as a result of a breach by the Influencer of any of: (a) its obligations under the Influencer Terms and the Content Creation Agreement; or (b) representations and warranties provided by it under the Influencer Terms and the Content Creation Agreement.
- Assignment: The Influencer shall not assign any rights or obligations contained in the Influencer Terms or the Content Creation Agreement or any interest therein, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign its rights and obligations without the consent of the Influencer in the event the Company effects a corporate reorganization (including a merger, demerger, business transfer or an asset transfer), consolidates with, or merges into, any Person or transfers all or substantially all of its properties or assets to any Person. The Influencer Terms and Content Creation Agreement shall inure to the benefit of and be binding upon the Company and the Influencer, their respective successors, executors, administrators, heirs and permitted assigns.
- Specific performance: The Influencer agrees that damages may not be an adequate remedy and accordingly, the Company shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Influencer from committing any violation or enforce the performance of the covenants, representations and obligations contained in the Influencer Terms and the Content Creation Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at applicable law or in equity, including without limitation a right for damages.
- Waiver: No forbearance, indulgence or relaxation or inaction by the Company at any time to require performance of any of the provisions of the Influencer Terms and Content Creation Agreement shall in any way affect, diminish or prejudice the right of the Company to require performance of that provision. Any waiver or acquiescence by the Company of any breach of any of the provisions of the Influencer Terms and Content Creation Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of the Influencer Terms and the Content Creation Agreement, or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in the Influencer Terms and Content Creation Agreement.
- Invalidity: If any provision of the Influencer Terms and Content Creation Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of the Influencer Terms and Content Creation Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of the Influencer Terms and Content Creation Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law.
- Notices, demands or other communication required or permitted to be given or made under these Influencer Terms and the Content Creation Agreement shall be in writing and be delivered personally or sent by registered post A/D or internationally recognized courier service, or by email addressed to the intended recipient at its address set out in the Content Creation Agreement, or to such other address or email as a Party may from time to time duly notify to the other.
- Any such notice, demand or communication shall, unless the contrary is proved, be deemed to have been duly served: (i) if given in person, on delivery thereof to the address of the recipient with acknowledgement of receipt; or (ii) if given by registered post A/D or internationally recognized courier service, 7 (Seven) days after posting if sent within the same country; or (iii) if given by registered post A/D or internationally recognized courier service, 15 (Fifteen) days after posting if sent to another country; or (iv) if given by email, upon dispatch of such email.
- Amendments: These Influencer Terms may be amended by the Company unilaterally and and the Influencer agrees to be bound by such amended Influencer Terms.
- Entire Agreement: These Influencer Terms and the Content Creation Agreement constitute the entire agreement between the Influencer and the Company relating to the subject matter hereof and supersedes any and all prior arrangements, agreements, including letters of intent and term sheets, either oral or in writing, among the Parties with respect to the subject matter herein.
- The Influencer shall not create any Content that:
- belongs to another person and to which the user does not have any right;
- is defamatory, obscene, pornographic, paedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
- is harmful to child;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
- impersonates another person;
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;
- contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
- is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
- promotes any competitor of the Company;
- promotes cattle slaughter; or
- has an adverse effect on the reputation or the brand image of the Company.