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This CELEBRITY AGENT COMMISSION AGREEMENT (“Agreement”) is entered into and made at Mumbai, on this _____day of XXXXXXX, (“Effective Date”) by and between:

FANORY TECHNOLOGY PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 under CIN U72900MH2021PTC371628 having its registered office address at TX1 - 102 ( Chartered house ) 1st Floor Bhanti Solitaire Plot 29 Sec 19D Vashi Navi Mumbai 400705 hereinafter referred to as Fanory Superstar and Star Club (which expressions shall unless it is repugnant to the context or meaning thereof mean and include its successors in interest and permitted assigns) of the first part;







…………………..  a firm  company incorporated under the…………….. registered office address at …………………….hereinafter referred to as AGENCY  which expressions shall unless it is repugnant to the context or meaning thereof mean and include its successors in interest and permitted assigns) of the second part.


FANORY Technology  and the AGENCY hereinabove are collectively referred to in this Agreement as the “Parties” and individually as “Party”.




  1. FANORY is in the business of offering range of products such as personalized    celebrity apps available on Web and Google and Apple Playstore App, Video Messages (shout outs for occasions), celebrity Audio Messages, celebrity Chats, Personalised Selfie of celebrity, One-on-One Live Interaction with celebrity, Live Broadcast with celebrity, Direct Line with celebrity together with Merchandise and Gifting Items (“Fanory Products”) on its Website/App (“Platform”).

  2. AGENCY is engaged in promoting, marketing, providing public relation and consultancy solutions to celebrities in the Republic of India and abroad (“Territory”);

  3. AGENCY has made a representation that he/she/it is an official consultant/agent of all the celebrities mentioned in the annexure 1 lists and is an official consultant/agent of several other artists and celebrities which will help us in promoting our application on social media space

  4. AGENCY has expressed his/her/its desire to introduce and make available celebrities and artists on Fanory Platform.

  5. Fanory and AGENT are desirous of recording the terms and conditions of onboarding celebrities and following up with such on boarded celebrities to fulfill Fanory Product requests on the Fanory Platform, as provided hereinafter.






  1. Fanory appoints the Agent and the Agent accepts the appointment as agent to on board /artists/celebrities on Fanory Platform mentioned in the annexure I.



    1. The Agent agrees to act in compliance with the interests of Fanory and to use its best efforts to on-board /artists/celebrities on Fanory Platform and to follow up with such on boarded /artists/celebrities to fulfill Fanory Product requests within the ambit of this Agreement in order to promote the application.Agency would also need to upload content like photos/ videos, interact and chat with fans using directline section of the celebrity app . All this would be done only through Studio App provided by Fanory. Agency would be using the login credentials of the creator and creator has given the concern to the agent.

    2. Agency would also be looking after building promotional creatives including photo /video posts, flyers, links, text copies etc to promote the platform on creators social media platforms.

    3. Fanory and the Agent are independent businesses and legal entities. The Agent has no authority to make agreements and/or representations on behalf of Fanory, or in any way to bind Fanory towards third parties.


    1. The Agent hereby represents and warrants that he/she/it has a valid and legally enforceable contractual arrangement with [•]/artists/celebrities.

    2. The Agent shall submit a self-attested physical copy of his/her/its Agreement with [•]/artists/celebrities to Fanory at  before introduction of  [•]/artists/celebrities to Fanory Platform.


      This Agreement enters into force on the date of signing of the Agent, and will remain in force for a period of one (1) year, unless sooner terminated in accordance with Clause [•] below.


    1. The Agent covenants that he shall introduce and onboard 20 /artists/celebrities on the Fanory Platform.

    2. The Agent shall provide his/her/its official contact number and e-mail address, in the capacity of celebrity’s Agent, during celebrity account registration on Fanory Platform to receive user request intimations alongside the [•]/artist/celebrity. 

    3. Fanory reserves the right to cancel the agent commission if the creator doesn’t want to continue with the platform. In this case all settlement of the Agent commission would be completed as per the full and final process of Fanory.

    4. The Agent shall coordinate with [•]/artists/celebrities to complete on-boarding formalities of [•]/artists/celebrities and provide introduction video(s), images, KYC documents and/or information and such other information as may be required for registration of [•]/artists/celebrities on Fanory platform.

    5. Upon receipt of user request intimation the Agent shall follow up with the celebrity user for acceptance of such user request and ensure completion of the request within the agreed turn around time for specific Fanory products. Acceptance and/or rejection of a user request; shall be governed by the Fanory Celebrity Terms Of Service duly signed by the artist/celebrity.

    6. The Agent shall appoint a Single Point Of Contact (SPOC) to ensure efficient completion of accepted user requests by the concerned artist/celebrity from time to time. The Agent shall share official details of such SPOC with Fanory.

    7. In the event of acceptance of a user request by the celebrity, the Agent shall ensure timely fulfilment of such accepted user request.

    8. The Agent shall keep Fanory apprised of the validity of his/her/its status as [•]/artists/celebrities’ Agent and/or amendments to his/her/its Agreement with [•]/artists/celebrities. Any change in status and/or amendment in agreement between [•]/artists/celebrities and the Agent shall be intimated to Fanory in writing, within 24 hours of occurrence of such change in status and/or amendment. All communication shall be addressed to Fanory at communication details set out in Clause [•] hereunder.

  2. AGENT’s Promotional Commission

    1. Fanory shall pay the agreed percent as per the deal policy which is agreed by the agency on email of the artist/agency revenue after all deductions including payment gateways, chargebacks, refunds, platform commissions and others (if any), to the celebrity/agency user only upon successful fulfilment of a user request.

    2. The celebrity product price will be set based on Fanory artificial intelligence demand platform and the perceived value of the message/ interaction based on the trends on the Fanory Platform. Fanory shall not be responsible for and will not make any deduction to payments made to the Agent for any fees, commissions, costs, expenses or payments of any kind to or with respect to any third party or service provider, in connection with any revenue earned by or payments made to the Agent in connection with a fulfilled user request; and Fanory shall not be responsible for any contributions, payments, taxes, or deductions required by law.

    3. Fanory shall make payment to Agent in the following manner:

  1. Payment shall be processed at the end of each calendar month/ based on all the Fanory Products (Videos/Audios/Selfies/One-on-One or Group Live Chats/Direct Lines) created and delivered by the celebrity to fulfil the user's request(s).

  2. Pay out Phases:-

  1. Invoice and revenue confirmation shall be communicated within 5 days from the end of the month.

  2. Fanory will generate an invoice, send the invoice and payment to the Agent by 5th of every month



    1. Other than celebrity content, Fanory or its licensors own all right, technology title, and interest in and to: a. Fanory Site/App and the “look and feel” of the Site/App, including all software, ideas, processes, data, text, media, and other content available on Fanory’s Site/App (individually, and collectively, “Fanory Content”); and b. Fanory trademarks, logos, trade dress and brand elements (“Marks”). The Agent shall not duplicate, copy or reuse any portion of the HTML/CSS, JavaScript, visual design elements or concepts without Fanory prior express written consent.

    2. Fanory desires to avoid the possibility of future misunderstandings when projects developed by Fanory, its employees, or its contractors might seem to be similar to material submitted to Fanory by celebrity user, celebrity user’s Agent or a third party. To that extent celebrity user or celebrity user’s Agent may submit any ideas, suggestions, proposals, plans or other materials related to Fanory business (individually, and collectively, “Feedback”), celebrity user and celebrity user’s Agent acknowledge and agree that he/she/it are submitting that Feedback at their own risk and that Fanory shall be under no obligation (including no obligation of confidentiality or privacy) with respect to such celebrity user Feedback, and such celebrity user and or such celebrity user’s Agent grants Fanory a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sub-licensable (through multiple tiers of sub-licenses); a perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, to reproduce, license, distribute, modify, adapt, publicly disseminate,  publicly display, create derivative works of (for example, translations, adaptations or other changes) and otherwise use and exploit in any manner (including commercially), any and all Feedback.

    3. Celebrity user and such celebrity user’s Agent hereby waives any and all moral rights he/she/it may have in any such Feedback.



The Agreement shall terminate:

  1. Upon completion of one year from the date of signing of this Agreement by the Agent; or

  2. Termination of celebrity user’s access to Fanory account at the instance of the celebrity or Fanory as per Celebrity Terms Of Service duly signed by such celebrity; or

  3. If the Agency is found in breach of Clause 3, his/her/its appointment shall terminate with immediate effect; or  

  4. If the Agent violates any of the terms of this Agreement (except Clause 3 hereinabove), his/her appointment shall terminate within 24 hours of issuance of a written notice by Fanory at any one communication mode/address set out in Clause [•] hereunder.

  5. The notice period for termination of contract would be 30 days between both the parties



The Agent agrees to indemnify, defend, and hold harmless Fanory and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners and licensors (each, a “Fanory Party”, and collectively, “Fanory”) from and against any and all claims, costs, proceedings, demands, losses, damages and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) any actual or alleged breach of this Agreement (b) any actual or alleged breach of celebrity Terms Of Use duly signed by the celebrity user introduced by the Agent; (c) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by celebrity user introduced by the Agent, by using celebrity user’s Site/App account; (d) Agent’s and/or Agent introduced celebrity user’s misrepresentation and/or negligence and/or misconduct and/or fraud; (e) any action or inaction by Agent or his/her/its celebrity user or anyone acting on such celebrity user’s behalf; (f) any Organization or Affiliated celebrity; (g) any Charity; (h) claims of parent or legal guardian of an under-aged celebrity user; (h) celebrity content; (i) feedback; or (j) Agent introduced celebrity user’s participation in the Referral Program. Fanory shall have the right to select its counsel, to be paid for by the Agent in connection with any indemnification owed by such Agent. The Agent shall reasonably cooperate with Fanory in connection with this indemnification and any defense.




Any Dispute or difference arising out of present agreement shall be resolved by negotiation or mediation. If it is not so resolved the same will then be settled by arbitration. The arbitration shall be presided over by a sole arbitrator appointed by Fanory.  The seat of such arbitration shall be Mumbai and shall be governed by the Indian Arbitration Act prevailing at the relevant time. Both the Parties shall pay their own costs with regards to the arbitration, however the arbitrator may award costs of the proceedings to the prevailing Party. This Agreement shall be governed by and construed in accordance with the laws of the Union of India without regard to conflict of laws rules.




  1. Rights and duties arising out of this Agreement cannot be assigned without prior written consent of the other Party. This, however, shall not apply to the assignment of rights and/or duties arising out of this Agreement by Fanory to any of its affiliated companies provided i) a prior written notice of such an assignment has been provided to the Agent; and ii) the Agent’s rights shall not be affected by such an assignment. For the purpose of this Clause, affiliate when used in relation to any person, shall mean any other person which shall be at that time directly or indirectly in control of, controlled by, or under common control with, such person.

  2. The Agent acknowledges that Fanory shall enter into agreements with other Agents to onboard celebrities/artists/entertainers for its Platform promotions.

  3. This Agreement supersedes any other preceding agreement (oral or written) between the Parties on the subject.

  4. No addition or modification to this Agreement shall be valid unless made in  writing.

  5. This Agreement shall be governed by and construed in accordance with the laws of India. Subject to the courts at Mumbai, India shall have the jurisdiction over disputes arising out of this Agreement.

  6. If any provision of this Agreement is unlawful or unenforceable under any present or future applicable law, it will, to the extent permitted by such law, be severed without affecting the validity of the other provisions. Without prejudice to the foregoing, Fanory and the Agent hereto shall mutually agree to provide a legal, valid and enforceable provision as similar in terms and effect to such illegal, invalid or unenforceable provision as may be possible.

  7. Any notice or other communication required or permitted to be sent hereunder shall be sent at the risk of the sending Party to the following addresses or to such other addresses as the Parties may inform one another in writing.



If to:


Fanory :

Mr. Azim Lalani    / Saurabh S Kushwah



If to:



Name -



This Agreement has been duly executed in two (2) original copies, of which each of the Parties has taken one copy.




For and on behalf of Fanory








For and on behalf of AGENT

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