This Influencer Agreement (“Agreement”) is entered into between:

Merlin Brands Private Limited, a company incorporated under the laws of India (“Merlin” or “Company”); AND

“Influencer” or “Creator”, Any person who participates or attempts to participate in our influencer marketing Campaign (the “Campaign” and such person, the “you” or an “Influencer”) must accept this Merlin Brands Influencer-Creator Operating Agreement (this “Agreement”). 

This Influencer-Creator Agreement (“Agreement”) is entered into between:

Merlin Brands Private Limited, a company incorporated under the laws of India, having its registered office and principal place of business in New Delhi, India (hereinafter referred to as the “Company” or “Merlin”, which expression shall, unless repugnant to the context, include its successors and permitted assigns);

AND

The Influencer / Creator, being any individual or entity who registers, participates, or attempts to participate in the Company’s influencer marketing campaigns (“Campaign”), and who, by accepting, signing, or digitally agreeing to this Agreement (including through any click-wrap, registration form, or similar mechanism), agrees to be bound by the terms and conditions set out herein (hereinafter referred to as the “Influencer” or “you” or “Creator”).

The Company and the Influencer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

DISCLAIMER

By REGISTERING & participating through any digital forms, or related systems (collectively, the “Platform”), you agree to be bound by this Agreement, including any amendments, updates, and program policies incorporated herein by reference (including but not limited to Influencer Program Participation Requirements, Campaign Guidelines, Compliance Rules, FAQs, and such other policies as may be issued from time to time).

You are advised to carefully read all applicable policies. Merlin Brands reserves the right to amend, modify, or update this Agreement at any time to ensure compliance with applicable laws, regulations, and internal business requirements. It is your responsibility to review the Agreement periodically to remain informed of any changes. Continued participation in the Campaign shall constitute acceptance of such amendments.

If you have any questions, concerns, or objections regarding any modifications to this Agreement, you may contact the POC on immediate basis.

This document is an electronic record in terms of the Information Technology Act, 2000 and the rules thereunder as applicable, including amended provisions relating to electronic records under applicable statutes. This electronic record is generated by a computer system and does not require any physical or digital signature.

This document is published in accordance with Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, requiring publication of rules, regulations, privacy policy, and terms governing access or usage of the Influencer Program platform.

IN VIEW OF THE ABOVE AND IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS SET FORTH BELOW AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

1. APPOINTMENT OF INFLUENCER/CREATOR:

The Company hereby appoints the Influencer on a non-exclusive, principal-to-principal basis for the limited purpose of conceptualising, creating, and publishing promotional, advertising, or branded content (“Content”) in relation to specific campaigns as may be communicated by the Company from time to time. Such campaign requirements, including but not limited to deliverables, timelines, platform specifications, usage guidelines, and brand instructions, shall be communicated to the Influencer exclusively through email or other written communication issued by authorised representatives of the Company.

The Influencer acknowledges that this appointment does not create any employment, partnership, joint venture, agency, or fiduciary relationship between the parties. The Influencer shall have complete autonomy in the manner of execution of the Content, subject only to adherence with the agreed campaign brief and brand guidelines provided in writing by the Company. The Company reserves the right to approve or reject Content to ensure compliance with such requirements.

The Influencer shall not represent themselves as an employee or legal representative of the Company and shall act at all times as an independent contractor.

2. SCOPE OF SERVICES:

The Influencer shall be responsible for ideating, creating, producing, publishing, and where applicable, maintaining or ensuring continued visibility of promotional content, including but not limited to posts, reels, videos, stories, live sessions, captions, and any other format as mutually agreed (“Content”), on the social media platforms specifically identified and approved by the Company in writing.

All Content shall strictly conform to the brand guidelines, campaign brief, messaging requirements, aesthetic standards, usage instructions, and timelines communicated by the Company from time to time. The Influencer shall ensure that all Content is original, lawful, non-infringing, and does not violate any third-party rights, including intellectual property rights.

The Influencer shall further comply with all applicable laws, rules, and regulations, including without limitation advertising standards, consumer protection laws, and mandatory disclosure requirements (such as clear and conspicuous identification of sponsored or promotional content as per applicable guidelines issued by regulatory authorities and social media platforms).

The Influencer acknowledges that mere creation of Content does not constitute completion of services unless such Content is duly published (and where applicable, retained) in accordance with the agreed campaign terms and accepted by the Company.

3. FEES & INVOICE:

The fees payable to the Influencer for each campaign shall be as mutually agreed in writing between the Parties and specified in the relevant campaign brief, email communication, or insertion order (“Campaign Terms”). Unless otherwise stated, all fees are exclusive of applicable taxes, duties, and statutory levies.

Upon successful completion of the agreed deliverables and subject to confirmation/acceptance by the Company, the Influencer shall raise a valid tax invoice in accordance with applicable laws, including GST laws and any other mandatory invoicing requirements. The invoice shall clearly reference the relevant campaign and deliverables completed.

Payments shall be released within the credit period mutually agreed under the Campaign Terms, subject to (i) satisfactory completion of deliverables, (ii) adherence to brand guidelines and timelines, and (iii) submission of proper and compliant invoice documentation. The Company shall be entitled to deduct or withhold applicable taxes (including TDS, if applicable) as per law. In case of non-compliance, incomplete deliverables, or rejection of Content due to deviation from agreed requirements, the Company reserves the right to withhold or proportionately adjust payments.

Barter Terms: For barter-based campaigns, the provision of products/services by the Company shall constitute full or partial consideration, as expressly specified in the respective Campaign Terms or Merlin Request. The Influencer acknowledges that in barter arrangements, no additional monetary compensation shall be payable unless explicitly agreed in writing. Risk, responsibility, and benefit in relation to such products shall pass to the Influencer upon delivery, subject to any specific campaign conditions communicated by the Company.

Here is a tightened version reflecting immediate termination upon breach:

4. CONTENT APPROVAL:

All Content created by the Influencer under this Agreement shall be subject to prior written approval by the Company and/or the relevant brand before publication or dissemination on any platform. The Influencer shall submit the proposed Content in accordance with the timelines and process communicated by the Company.

The Company may, at its sole discretion, request reasonable edits, modifications, or revisions to ensure alignment with brand guidelines, campaign objectives, and legal or regulatory requirements. The Influencer shall incorporate such changes in good faith and resubmit the Content for approval.

No Content shall be published, posted, or otherwise made live by the Influencer without obtaining prior written approval from the Company, unless expressly waived or permitted in writing by the Company for specific campaigns or deliverables.

5. TERM & TERMINATION:

This Agreement shall come into effect upon acceptance by the Influencer during registration or onboarding (including digital acceptance such as click-wrap or e-signature) and shall remain valid and in force unless terminated in accordance with the terms herein.

The Company may terminate this Agreement or any campaign engagement at any time by providing written notice, as may be specified in the relevant Campaign Terms or otherwise agreed between the Parties.

In the event of any breach of this Agreement by the Influencer, including but not limited to material breach, non-performance, violation of brand guidelines, or failure to comply with applicable laws, this Agreement shall stand terminated with immediate effect, without any requirement of cure period or further notice.

The Company may also terminate this Agreement with immediate effect, without prior notice, in the event of misconduct, fraud, reputational harm (actual or potential), legal or regulatory violation, or any act or omission that, in the Company’s reasonable opinion, adversely affects its brand, business interests, or goodwill.

Upon termination, the Influencer shall immediately cease all use of the Company’s name, trademarks, and campaign materials and discontinue any pending or scheduled promotional activity, unless otherwise directed in writing by the Company.

6. REPRESENTATIONS & WARRANTIES:

The Influencer hereby represents, warrants, and undertakes to the Company that:

1. The Influencer has the requisite qualifications, expertise, experience, infrastructure (where applicable), and has obtained all necessary permissions, approvals, and licences required to provide the Services in accordance with this Agreement;

2. All Content created, published, or delivered under this Agreement shall be original, independently created, and shall not infringe, violate, or misappropriate any intellectual property rights, moral rights, privacy rights, or any other rights of any third party;

3. All statements, claims, endorsements, and representations made in the Content shall be true, accurate, and not misleading in any manner, and shall comply with all applicable laws, rules, regulations, and guidelines, including advertising disclosure norms and platform policies;

4. The Influencer has full right, power, authority, and capacity to enter into and perform this Agreement, and the execution and performance of this Agreement does not and shall not violate any other agreement, obligation, or legal restriction binding upon the Influencer;

5. The Influencer acknowledges and agrees that the Company shall be the sole and exclusive lawful owner of all intellectual property rights in and to any Content, materials, creatives, or deliverables developed or created by the Influencer pursuant to or in the course of performing the Services under this Agreement, unless otherwise agreed in writing;

6. The Influencer shall comply with all applicable laws, rules, regulations, and governmental or regulatory requirements in connection with the performance of the Services under this Agreement;

7. The Influencer shall not, at any time during the term of this Agreement or thereafter: (a) assume, create, or attempt to assume or create any obligation, liability, or representation on behalf of the Company except with prior written authorization; and/or (b) undertake any act or omission which may, directly or indirectly, adversely affect the reputation, goodwill, business interests, or brand image of the Company;

8. The Influencer’s followers, reach, impressions, and engagement metrics across all social media platforms are genuine and have not been artificially inflated through bots, fake accounts, automated systems, paid fake engagement, or any deceptive practices.

7. INDEMNITY:

The Influencer agrees to fully indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, representatives, and the respective brand(s) associated with the campaign (“Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. any breach, default, or non-performance of this Agreement by the Influencer;

2. any misrepresentation, negligence, fraud, or wilful misconduct by the Influencer;

3. any Content created, published, or delivered by the Influencer that is unlawful, defamatory, infringing, misleading, or otherwise violates any applicable laws, regulations, or third-party rights;

4. any failure by the Influencer to comply with applicable advertising disclosure norms, platform policies, or regulatory guidelines; and/or

5. any act or omission of the Influencer that results in reputational, financial, or legal harm to the Indemnified Parties.

The obligations under this clause shall survive the termination or expiry of this Agreement.

8. INTELLECTUAL PROPERTY:

Unless otherwise expressly agreed in writing between the Parties, the Influencer hereby grants to the Company and its affiliates, including the relevant brand(s), a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, transferable, and sublicensable licence to use, reproduce, distribute, publish, display, communicate to the public, adapt, edit, and create derivative works from the Content created under this Agreement, for marketing, advertising, promotional, and commercial purposes across any and all media channels, whether online or offline.

The Influencer acknowledges that such use may include reposting, boosting, paid advertisements, and usage on third-party platforms. Any transfer of ownership or assignment of intellectual property rights in the Content shall be effective only pursuant to a separate written agreement expressly executed by both Parties.

9. CONFIDENTIALITY:

The Influencer shall maintain strict confidentiality and shall not, at any time during the term of this Agreement or thereafter, directly or indirectly disclose, publish, or communicate to any third party any confidential or proprietary information received from the Company in connection with the campaigns or this Agreement.

Confidential information shall include, without limitation, campaign details, commercial terms, pricing, strategies, briefs, brand plans, internal communications, customer data (if any), and any non-public business or technical information disclosed by the Company.

The Influencer shall use such confidential information solely for the purpose of performing obligations under this Agreement and shall take all reasonable measures to protect its confidentiality. This obligation shall survive the termination or expiry of this Agreement

10. NO DISPARAGEMENT OR INTERFERENCE

The Service Provider agrees that, during the term of its Service and for any period following the termination of this Agreement with the Company for any reason, it will not disparage the Company or its business, customers, products, or services, nor will it interfere with the Company’s relationships with its customers, employees, vendors, bankers, or any other person or entity with whom the Company has an established or prospective business relationship.

11. GOVERNING LAW & JURISDICTION

This Agreement will be governed by and construed in accordance with the laws of India and the courts in Delhi shall have exclusive jurisdiction over matters relating to or arising from this Agreement.

12. FORCE MAJEURE:

Neither Party shall be liable for any delay or failure in performance of its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, governmental actions, or platform/technical failures. If such event continues for more than thirty (30) days, either Party may terminate the affected obligations upon written notice.

13. LIMITATIONS ON LIABILITY:

We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use or data) arising in connection with the service offerings, even if we have been advised of the possibility of those damages. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.

Company shall not be held liable for any claims or disputes between the Creator and third parties, including but not limited to social media platforms, audiences, collaborators, or service providers. The Creator acknowledges that all content created and published remains their responsibility and that Company’s approval of any content shall not be deemed an assumption of liability for such content.

14. EFFECT OF WEBSITE OPERATING TERMS:

By registering through the Influencer Registration Form and agreeing to this Agreement, the Influencer expressly acknowledges and agrees to be bound by this Agreement, along with the Company’s website Terms of Use, Privacy Policy, and any applicable campaign guidelines issued from time to time.

In the event of any inconsistency or conflict between this Agreement, the website terms, and/or campaign-specific terms, the campaign-specific terms shall prevail to the extent of such conflict, followed by this Agreement, and thereafter the website Terms of Use and Privacy Policy.

15. MODIFICATION:

We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Creators Site or by sending notice of such modification to you by email to the primary email address then-currently Created with your Creators account. The effective date of such change will be the date specified. YOUR CONTINUED PARTICIPATION IN THE CAMPAIGNS FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.