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MASTER CREATOR SERVICE AGREEMENT 

 

 

  1. DEFINITIONS  

 

In this Agreement, except where the context otherwise requires, the following specific words and expressions shall have the meaning set out hereunder: 

 

  1. Agreement shall mean and include this Agreement its Addendums, Modifications, Amendments, Annexures, Exhibits, Schedules entered into in writing by the Parties. 

 

  1. Creator is a reputed actor/ singer/ dancer/ social media influencer/ model/ performer/ RJ/ news presenter/ media person/ motivator/ lifestyle coach/ artist/ chef/ astrologer/ sportsperson. 

 

  1. Entertainment Content shall mean and include entertainment products including but not limited to films, short films, funny videos, performing arts videos, culinary videos, travel videos, fitness videos, news, games, personalized Creator video messages (shout outs for occasions), video one-on-one calls, Creator chats, one-on-one live interaction with Creator, live broadcast with Creator, direct line with Creator, access to personal channels of Creator, games with Creators, in-app purchasing / e-shopping  

 

  1. Intellectual Property shall mean and include ideas, expressions, methods, concepts, creations, improvements, know-how, trade or business secrets, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights; trade marks, proprietary marks, brand names, popular names, service marks, logos, designs; patents; utility models (in each case, whether registered or unregistered and including  registrations and applications for, and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world, tools, devices, models, methods, procedures, research and development projects, methods and data, and other confidential and proprietary information including the right to know how and other technical or commercial information, domain names, databases, database rights, data, documents, literary material, records, research material, findings, memoranda, notes, user guide, promotion and marketing material. 

 

  1. Platform(s) shall mean Superstar Club Website/App and any new product/ aggregator app introduced by Fanory in the future. 

 

  1. Revenue shall mean the income received by Fanory for Content created and posted by the Creator based on consumption by users/ audience and/or created and delivered to fulfil a user’s/an audience request that is accepted by the Creator through the Platform. 

  1. Net Revenue shall mean the Revenue received by Fanory from the Platform, less the deductions for platform fees, payment gateways, refunds, taxes, and others (if any) are made. 

 

  1. Social Media Platform shall mean and include all present and future social media platforms as agreed to between the Parties and found relevant/popular at the relevant time, including but not limited to Facebook, Instagram, Twitter, YouTube, etc. 

 

  1. Working Day shall mean a period between 10 a.m. to 5 p.m., from Monday to Friday (except Bank Holidays and/or State/National Holidays). 

 

  1. ENGAGEMENT OF CREATOR 

 

  1. Fanory engages the Creator and Creator accepts its appointment with Fanory as an active Entertainment Content creator for Fanory. 

 

  1. The Creator is desirous of becoming an Entertainment Content creator for Fanory as it provides the Creator’s talent, a higher reach with the audience. 

 

  1. The Creator accepts that this Agreement shall bind the Creator for engagement with Platform and any new product/platform introduced by Fanory. 

 

  1. The Creator acknowledges that access to the exclusive club shall be subject to minimum revenue generation by the Creator, as prescribed by Fanory or sole discretion of Fanory. 

 

  1. CREATOR’s REPRESENTATION AND WARRANTIES 

 

The Creator hereby represents, warrants and undertakes that: 

  1. he/she is legally entitled to enter into this contractual arrangement with Fanory and perform his/her obligations contemplated in this Agreement and to license exclusive content created by him/her in favour of Fanory and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms hereof. 

  1. he/she has not signed any contract with an Agent and/or Manager and/or entity who/that has the exclusive right to sign on behalf of the Creator. 

  1. he/she has not entered and will not enter into any contractual commitment with any third party that restricts the Creator’s right to sign this Agreement and/or which prevents or impairs his/her performance and/or creates an impediment with any and/or all obligations to be fulfilled by the Creator under this Agreement. 

  1. he/she shall do all that is necessary including execution of any document, application or papers as may be necessary to make the right, title and interest; of the Fanory and/or any or all of its Platform(s);  

  1. he/she shall, at all times, comply with the Fanory’ s instructions and regulations in relation to rendering his/her services under the Agreement including, but not limited to, the terms, the policies; as decided mutually between the Parties, from time to time, in writing. he/she will specifically create exclusive Entertainment Content for the Platform  

  1. he/she shall post his/her exclusive Entertainment Content done exclusively for the Platform(s).  

  1. he/she shall independently/personally promote the Platform(s). at least once 5 times a week thereby, 100 times in a month on their other Social Media handles/accounts by way of posts and stories so as to promote the Platform(s) based on the agreed deliverables.   

  1. he/she shall use and post advertisement material, provided by Fanory from time to time, on their other Social Media handles/accounts by way of posts and stories so as to promote the Platform(s). 

  1. his/her personalized exclusive Entertainment Content and Feedback does not and shall not infringe, misappropriate or otherwise use without necessary authorization, any intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation or court order. 

  1. he/she represents and warrants that he/she has not been prohibited; from using or accessing any aspect of the Platform(s) or, by any judicial/quasi-judicial/administrative authority under any prevailing applicable law or regulation. 

  1. he/she represents and warrants that he/she is not charged and/or convicted of any sex and/or deviant behavioural offences. 

  1. he/she represents and warrants that the exclusive Entertainment Content created and posted on the Platform(s) by the Creator shall not be pornographic and/or obscene and/or hurt the sentiments of any religion or society at large.  

  1. TERM OF AGREEMENT  

This Agreement enters into force on the Effective Date, and shall remain in force, unless terminated in accordance with Clause 12 below or as per the Service Period determined in the Creator Agreement executed between the Parties, whichever is later. The Parties hereby agree that the Parties shall be entitled to renew this Agreement on a yearly basis, on terms and conditions mutually agreed to between the Parties (“Term”). 

  1. CREATOR COVENANTS 

  1. The Creator and his associate shall upload personally shot entertainment videos and Entertainment Content for audience viewing on a daily basis using Studio App developed by Fanory. Creator can also go LIVE using the same app and check the revenue and reports etc using the same app for all the interaction related activities using the app. 

  1. The Creator shall; upon acceptance of a user/audience request for interaction (one-on-one video call) or personalised photograph or video; ensure completion of such accepted request within one to three days of receipt of such request. The Creator acknowledges that acceptance and/or rejection of a user/audience request; shall be governed by the specific Terms & Conditions and Policies of the Platform(s) through which such request is generated. 

  1. The Creator shall at all times abide by the Editorial Content Guidelines; Terms & Conditions and Privacy Policy of Platform(s) and create Entertainment Content while also confirming the laws of India. The Creator shall not create content that contains images or depiction of sexual exploitation of children or sexual references to minors, pornography or sexual services; creates social uproar; hurts religious sentiments; narrates and/or encourages harmful or dangerous behaviours associated with drugs, medication, food supplements, false medical advice or misleading and/or factually incorrect public health related information; demonstrates use of weapons, fireworks or lethal weapons as a benefit; justifies consumption or alcohol, tobacco or cannabinoids; works as a direct sales pitch and/or provides unverified, scamming or fraudulent financial advice, bully or harass that appears to purposefully target individuals with the intention of degrading or shaming them; try or promote or encourage suicide or any other type of self-injury; threats to public figures, as well as hate speech directed at them; infringe copyrights, trademarks, and other legal rights or the proprietary rights of others. 

 

  1. The Creator shall not enter into any contractual arrangement with any third party that shall affect the terms of this Agreement. The Creator shall keep Fanory apprised of change in status and/or its commitment within 24 hours of occurrence of such an event. 

 

 

  1. REGISTRATION: 

 

  1. Creator shall register himself/herself on the Platform(s) in order to avail and/or use all features of the Platform(s) and/or accept paid personalised interaction/ souvenir requests and/or upload Entertainment Content on the Platform. During registration, Creator agrees to provide true, accurate, current and complete information about himself/herself as prompted by Fanory’ s registration form, as well as any other information reasonably requested by Fanory (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If the Creator does not do so or Fanory reasonably believes that the Creator has not done so, Fanory shall have the right to suspend or terminate the Creator’s account and restrict use by such Creator of any part of Platform(s) and/or Fanory products. 

  

6.2.     The Creator shall not to create a Fanory account using an identity or providing information; (i) on behalf of another person (except as outlined in Terms & Conditions), or (ii) if the Creator has previously been removed or banned from Fanory or any Platform(s) by Fanory. The Creator shall be responsible for maintaining confidentiality of his/her Platform account information, including his/her own username and password. The Creator acknowledges and agrees that Fanory and/or any Platform/product is not responsible or liable for any damages, losses, costs, expenses, fine or liabilities of any nature whatsoever related to any unauthorized access to or use of the Creator’s account.  

 

6.3.  The Creator shall within 48 hours of signing of this Agreement, provide to Fanory and/or Fanory at no extra cost to Fanory and/or Fanory Platform(s) the following promotional materials:  

1. 3 (three) high resolution electronic photographs of himself/herself;  

2. Creator’s profile biodata; and  

  3. At least 3 (three) promotional videos, 15-45 secs in length to let his/her fans know that they can book personalized messages and/or interactions with the Creator on the Platform and/or get inspired by their exclusive personal Entertainment Content (“Promotional Materials”). 

 

6.4.  The Creator shall not be able to receive requests from users until Fanory and/or Platform receives the Creator’s promotional videos. Fanory and/or Platform(s) reserve(s) the right to request additional promotional materials from the Creator, from time to time, for Fanory and/or Platform’s use in promoting the Creator on or in connection with the Platform or on any Social Media Platform or third-party website/app.  

 

  1. DELIVERABLES:  

 

  1. FIXED DELIVERABLES:  

Except deliverables set out at sub-clause 7(vi), 7(vii) and 7(xii) all fixed deliverables shall be exclusive in nature and shall not be made available on any other Creator handles and/or popular Social Media and/or the internet and shall be available exclusively on FANORY/Platform. The Creator shall fulfil the following fixed deliverables to qualify for a Fixed Fee payment: 

 

  1. CREATOR RIGHTS & OBLIGATIONS UNDER PERSONALIZED PAID REQUEST FEATURE      

 

8.1. The Creator shall either accept the user/audience request and fulfil the request within one to three days of receipt of such request (“Turn Around Time/TAT”); or decline the request within the TAT frame. 

 

8.2. The Creator acknowledges that at the end of TAT frame the request will expire and can no longer be fulfilled. The Creator may at his/her sole discretion fulfil the expired request at no cost to the user/audience and with no payment due from Fanory’s Platform on which request was generated/received or from any of its associated companies/businesses. 

 

8.3. The Creator may modify a request or otherwise decline the request, in his/her discretion, to create or upload content if a user’s/audience’s request is objectionable or otherwise offensive to the Creator.  

 

8.4. Fanory and/or Fanory’s Platform(s) reserve(s) the right to cancel any request from a user/audience. It also reserves the right to remove any Entertainment Content at any time for any reason.  

 

8.5. The Creator shall not be paid for any declined, cancelled or unfulfilled requests.  

 

8.6. The Creator shall have his/her sole discretion and responsibility over the script and content of any personal video and/or personal Entertainment Content created by him/her and posted as response to user/audience request and/or on his/her dedicated space/chat room or personal page/App linked with Fanory’s Platform(s). A user is usually happiest when at least the majority of his/her request is fulfilled by a Creator. If Creator User completes a request but does not follow the general directions and requests of the user/audience, Fanory and/or the requisite Fanory shall discuss with such Creator an appropriate adjustment of the payment to be made to him/her. Creator’s interactions with third party(ies)/user(s)/audience, on or through the Platform, are solely between the Creator and third party(ies)/user(s)/audience. Creator acknowledges and agrees that Fanory and/or its Platform(s) will not be responsible for any damages, losses, costs, expenses, fines or liabilities of any nature incurred as a result of such interactions. Creator agrees to contact and/or communicate with the third party(ies)/user(s)/audience recipients regarding Entertainment Content only through the Fanory Platform(s). 

 

8.7. The Creator shall conduct one-on-one live/ group live interaction sessions (where a group of 5-10 users can join simultaneously) through the Platform(s) only. One-on-one live/ group live shall be of 3/5/10/20/30 mins per session as per the convenience of the Creator’s date and time schedule availability. The Creator, pursuant to a strict warning; may stop the live session in the event of any inappropriate behaviour on the part of the user(s)/audience/interactive participant(s). 

 

8.8. The Creator shall respond to the direct line message sent by each user/audience. Creator shall have sole discretion over his/her part of the chat conversation script and content in any direct line chat, with the sole exception that the Creator agrees: to introduce himself/herself by stating his/her name (polite greeting and introduction of name) and the user/audience’s name in the chat. Creator’s response to the user/audience’s request is the Creator’s responsibility and at his/her discretion, subject to Fanory Platform’s Terms & Conditions. The Creator may decline to respond to a user/audience, using his/her discretion, if a user’s/audience message is objectionable or otherwise offensive to the Creator. In the event the Creator wishes to decline to respond and wishes to block a user/audience, the Creator needs to provide such user's/audience details and the reason for blocking such a user/audience to creator@Fanory.com.  Fanory and/or Fanory’s Platforms reserve the right to remove any user/third party/audience from the Platform and/or block any user/third party/audience from sending any further messages on Creator’s direct line. No payment shall be made to Creator for any declined, cancelled or unfulfilled direct line chats. 

 

  1. FEES AND PAYMENT  

 

9.1. Fees:  Other than with respect to an expired request that Creator chooses to fulfil (as set forth in Clause 8.2, 8.5 and 8.8 and subject to the Creator Agreement, Fanory and/or Platform shall pay the Creator a fee as per the Creator Agreement. 

  

9.2. The price will be set based on Platform’s artificial intelligence demand calculation and the perceived value of the content/interaction based on the trends on the Platform. Fanory and/or Platform shall not be responsible for and will not make any deduction to payments made to the Creator for any fees, commissions, costs, expenses or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative or service provider payable by the Creator, in connection with any revenue earned by or payments made to Creator User in connection with the Platform; and Fanory and/ or Platform shall not be responsible for any contributions, payments, taxes, or deductions required by law to be made by the Creator. 

   

9.3. Payment terms: Fanory shall make payment to Creator as per the Creator Agreement. 

 

  1. COSTS: 

Parties shall, respectively, be responsible to bear all costs related to rendering effective services under this Agreement. Each Party shall be responsible to bear its own communication charges, including but not limited to, telephone, facsimile and mail charges; office space rent/outgoings, salaries, office overheads and insurances. 

 

  1. TAXES:  

Each Party is responsible for its taxes payable on the earnings made under this Agreement. If withholding tax on any such payments to the Creator is applicable under the laws of India, Fanory/Platform shall deduct such withholding tax from the relevant fees and/or other payments to the Creator hereunder, provided that Fanory/Platform shall submit to the Creator a receipt from the responsible tax authority evidencing the payment of the amount deducted as withholding tax. 

 

  1. IP OWNERSHIP 

 

12.1. All Intellectual Property in relation to this Agreement and the Creator Agreement and any other relationship between Fanory and the Creator shall always belong to Fanory/Platform unless otherwise specified herein. The Creator shall not duplicate, copy or reuse any portion any such Intellectual Property including without limitation the HTML/CSS, JavaScript, visual design elements or concepts without Fanory/Platform’s prior express written consent. Fanory/Platform desires to avoid the possibility of future misunderstandings when projects developed by Fanory/Platform, its employees, or its contractors might seem to be similar to material submitted to Fanory/Platform by the Creator or a third party. To that extent the Creator may submit any ideas, suggestions, proposals, plans or other materials related to Fanory/Platform’s business (individually, and collectively, “Feedback”). The Creator acknowledges and agrees that he/she are submitting that Feedback at their own risk and that Fanory/Platform shall be under no obligation to make any changes to the Platform or use such Feedback in any manner whatsoever. Furthermore if any changes are made to the Platform whether as per in relation to or otherwise similar to any Feedback so provided, such Intellectual Property created shall not in any manner be owned by or belong to the Creator and the Creator shall have no right, title or interest thereof. (Collectively “Fanory IP”)   

 

  1. The Creator hereby waives any and all moral rights he/she may have in any such Fanory IP. 

 

  1. Notwithstanding anything contained in clause 12.1 herein, the Creator has and holds all right, title, interest in the Intellectual Property subsisting in Creator's name, nicknames, initials, autograph, photograph, image, actual or simulated likeness, audio - visual recordings, voice, video portrayals, biographical data, personal characteristics, symbols, and/ or other endorsement, and any variations or deviations thereof, which are exclusive to and belong to the Creator (Collectively “Creator IP”) 

 

  1. Fanory hereby waives any and all moral rights he/she may have in any such Intellectual Property. 

 

  1. CREATOR ENTERTAINMENT CONTENT 

 

13.1. License Grant in Creator Entertainment Content: Fanory/Platform allows the Creator to create, upload, submit, store, send, transmit, approve and receive content and data, including his/her Promotional Materials using the Creator IP (“Creator Entertainment Content”). Such Creator Entertainment Content shall belong to the Creator. When the Creator uploads, submits, stores, sends, transmits or approves Creator Entertainment Content to or through Fanory/ any Platform, the Creator grants Fanory/ all Platform(s) a non-exclusive, royalty-free, fully paid, unlimited, worldwide, perpetual and irrevocable license in any and all manner and media, whether now known or hereinafter invented (including Social Media channels, other Platforms of Fanory and third party website/apps and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of all Entertainment Content (for ex Fanory, translations, adaptations, or other changes Fanory/ Platform makes so that the Creator Entertainment Content works better with the Platform or otherwise), and to use the Creator Entertainment Content for the purposes of operating the Fanory/ any Platform, to develop and improve Fanory/ any Platform products and services, and to advertise, market, and promote Fanory/ any Platform products and services; and the Creator agrees that such Creator Entertainment Content may, in Fanory/ any Platform’s sole discretion, be used, performed or displayed, in connection with any other elements, materials, copyrights, trademarks, rights of publicity or copyrighted materials. Creator Entertainment Content uploaded/shared/posted on Fanory/ any Platform(s) may be used by Fanory/ any and all related Platform(s). The Creator agrees that Fanory/ Platform(s) may display advertisements with or in connection with the Creator Entertainment Content. Fanory shall have the right to remove, discard, delete or otherwise suspend the public display of such Creator Entertainment Content as it may deem fit at its sole discretion with or without any notice to the Creator. The Creator shall be solely responsible to save, keep copies of or otherwise retain the Creator Entertainment Content. Fanory shall not be responsible to keep any such copies for any reason and in any manner whatsoever. 

  

13.2. License Grant to users/recipient: The Creator hereby grants user/audience and recipient of personalised video/selfie/one-on-one call or group live chat/direct line a non-exclusive, royalty-free, fully paid, worldwide and perpetual license to use, reproduce, distribute and publicly display the Creator Entertainment Content, in each case, solely in accordance with the specific Platform’s Terms & Conditions, in any and all media, whether now known or hereafter invented (including Social Media Platform and third party website/apps and platforms). 

 

13.3 Right to Remove Entertainment Content: In certain circumstances, Fanory and/or Platform may need the Creator’s authorization to remove Entertainment Content from Social Media channels or third party websites/apps or platforms. Fanory and/or Platform shall notify the Creator of its intent to remove the concerned Entertainment Content that involves the Creator or the concerned Creator Entertainment Content. The Creator hereby grants Fanory/Platform the right to act as his/her authorized agent in order to submit notice or other demand with respect to the Entertainment Content that involves the Creator and/or with respect to the Creator Entertainment Content. The Creator hereby waives his/her right to challenge the action. Fanory and/or Platform may refuse to accept or transmit Creator Entertainment Content without notice to the Creator and/or user/audience and/or recipient under reasonable circumstances. Fanory and/or Platform may remove Creator Entertainment Content from the Platform without notice to the Creator and/or user/audience and/or recipient under reasonable circumstances. 

 

  1. .Creator Entertainment Content Representations and Warranties: The Creator represents and warrants that: 

a. The Creator owns all rights in and to his/her personal Creator Entertainment Content and Feedback and that he/she has the right to grant those rights described in this Agreement; 

b. The Creator’s agreement to terms of this Agreement and the provision that any services by him/her; do not violate any agreement that he/she may have with any third party; 

c. The Creator’s personal Creator Entertainment Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation, or court order; 

d. The Creator will not post or make publicly available any content such as a personalized wish, selfie, video, audio, one-on-one or group live chat/direct line that is a paid request of the user/audience. Such content remains private and the Creator shall not ask Fanory and/or Platform to grant permission to create or post the same in public domain; 

e. The Creator will not contact, respond to or communicate with any user/audience that the Creator meets on or through the Fanory and/or Platform, other than delivery of the paid request of personalized wish, selfie, video, audio, one-on-one or group live chat/direct line through Fanory and/or Platform; 

f. The Creator will not provide his/her contact information to any user and/or send merchandise and/or anything else to a user/audience other than as permitted by Fanory and/or Platform Terms & Conditions;  

g. The Creator agrees not to edit, change, modify or remove the Fanory and/or Platform watermark from any Entertainment Content including Creator Entertainment Content or assist or encourage any third party to do so. 

 

13.5. Cancellation of Account by the Creator: The Creator shall give an at least thirty (30) business days’ advance written notice to Fanory and the Platform requesting Fanory and the Platform to no longer include his/her name and/or personal app and/or personal space on the Platform for personalized paid requests and to cancel his/her Fanory and/or Platform account. The Creator acknowledges and agrees that Fanory and/or Platform cannot restrict the use of the Creator’s existing Creator Entertainment Content by users for whom the Creator created the said Creator Entertainment Content or by any third party (including Recipients) with whom such user(s)/audience have already shared the said Creator Entertainment Content. Fanory and/or Platform shall have no obligation to remove any other uses of Creator Entertainment Content (including from Social Media Platform or third party website/apps or platforms).  

 

13.6. Privacy: Fanory and Platform Privacy Policy explains how it collects, uses and shares personal information and other data. By using the Fanory and/or Platform, the Creator agrees to its Privacy Policy. 

 

  1. INTELLECTUAL PROPERTY INFRINGEMENT ACTION 

 

  1. Fanory and/or Platform shall respond to notices of alleged intellectual property infringement by the Creator and shall immediately block and/or terminate such Creator’s access to Fanory services and/or Platform.  

  1. Violation of any covenants set out in Clause 3, 5, 6, 12 and 13 by the Creator shall constitute a material breach of this Agreement and/or if the Creator is found to be repeatedly infringing and/or passing off  third party’s Intellectual Property as his/her own; Fanory and/or Platform reserve(s) the right to terminate the Creator access to Fanory and Platform with immediate effect without any prior notice and take appropriate action in its sole discretion. 

 

  1. TERMINATION 

 

15.1  Either Party is entitled to terminate the Agreement by providing a thirty (30) days written notice to the other Party for any reason including, but not limited to breach of this Agreement. Upon such breach, the non-breaching Party will give the breaching Party fifteen (15) days to cure any such breach, failing which this Agreement shall automatically stand terminated on the thirtieth (30th) day from the date of receipt of receipt of written notice by the other Party. 

 

15.2.  Notwithstanding terms under Clause 15.1., in the event of breach of Clause 3, 5, 6, 13.5 and 13.6 hereinabove, Fanory and/or Platform reserves the right to terminate this Agreement with immediate effect.  

 

15.3. Upon termination of this Agreement, if Fanory and/or Platform have/has an active user/subscriber/audience base of any size and/or in the event there are any pending in-app purchases (as is commonly understood) made by any such users/subscribers/audience, then Fanory and/or Platform reserves every right to initiate refunds to all such users/subscribers/audience who are eligible for refunds and cancellations as per the Fanory and/or Platform Terms & Conditions. The Creator further agrees and understands that in such a situation as is contemplated under this sub-clause 15.3., any balance revenue share/payments pending to the Creator shall be decided and paid (if applicable) post completion of refunds & payment of penalties by Fanory and/or Platform to its users/subscribers/audience. 

 

 

  1. INDEMNITY 

The Creator agrees to indemnify, defend and hold harmless Fanory and/or Platform and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners and licensors (each, an “Fanory Party”,  and collectively, “Fanory Parties”) 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 and Creator Agreement, the Editorial Content Guidelines, Terms & Conditions and Privacy Policy of Fanory and/or Platform by the Creator or anyone using/operating the Creator’s account/ app on Fanory and/or Platform; (b) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by the Creator or anyone using/operating the Creator’s account on Fanory and/or Platform; (c) the Creator’s negligence and/or misconduct and/or fraud; (d) any action or inaction by the Creator or anyone acting on such Creator’s behalf i.e., a parent or legal guardian of a Creator; (f) Creator Entertainment Content; or (g) Feedback. The Creator shall reasonably cooperate with Fanory and/or Platform in connection with this indemnification and any defense. 

 

  1. DISPUTE RESOLUTION  

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  1. Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity, interpretation, breach or termination thereof (a “Dispute”), including claims seeking redress or asserting rights under applicable law, shall, subject to the provisions of this Clause 18, be resolved and finally settled by arbitration by a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996. In the event that the Parties are unable to agree upon a sole arbitrator within 30 (Thirty) days, Fanory and the Creator shall be entitled to nominate one arbitrator each respectively. The 2 (two) arbitrators so appointed shall appoint a third arbitrator so as to form a panel of 3 (three) arbitrators to resolve the Dispute. 

 

  1. The arbitration proceedings shall be conducted in the English language. The arbitration proceedings shall be conducted at Mumbai. The arbitrator shall apply this Agreement according to its terms and pass a reasoned award. The Parties agree to be bound by any award or order resulting from any arbitration conducted hereunder. 

 

  1. Costs and Fees: During the course of arbitration proceedings the Creator and Fanory shall bear their respective costs and fees. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.  

 

  1. CONFIDENTIALITY: 

 

In connection with this Agreement, the Parties may exchange proprietary / confidential information such as personal details, payment terms and details, partner details, Intellectual Property, terms of this Agreement. Each Party agrees that during the Term of this Agreement it will: (i) disclose confidential information to its employees, officers, directors, managers, agents and contractors (collectively “Representatives”) strictly on a need to know basis, provided, the receiving Party ensures that such Representatives are aware of and comply with the obligations of confidentiality prior to such disclosure; (ii) not disclose any confidential information to any person other than as permitted under (subclause (i)) hereinabove, without the prior written consent of the disclosing Party. Without prejudice to the generality of the foregoing, each Party shall ensure that all data and information generated or obtained in pursuance of this Agreement shall not be used for any purpose other than fulfilment of its obligations herein. Each Party agrees to keep all such data and information separate from and not combine it with that Party’s own data and information except for a purpose connected with this Agreement if the activity concerned cannot be undertaken without combination. The aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of confidential information which was either at the time received or which thereafter becomes, through no act or failure on the part of such Party, generally known or available to the public. In the event disclosure of confidential information is required by any government or regulatory authority or by an order of court of competent jurisdiction, the Party requiring to disclose any such confidential information shall notify the other Party in writing as soon as possible and shall, prior to any such disclosure, allow the other Party an opportunity to intervene or where possible obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed or where possible obtain necessary interim reliefs/legal remedies to safeguard its interest(s). This Clause shall survive and continue even after the termination of this Agreement. 

 

 

 

  

  1. OTHER PROVISIONS 

 

  1. Force Majeure: Under no circumstances will Fanory and/or Platform be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, state emergencies, epidemics, pandemic, state announced public health lock down or any other event or cause beyond the reasonable control of Fanory and/or Platform. 

 

  1. Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 17, the courts at Mumbai, India shall have the jurisdiction over disputes arising out of this Agreement. 

 

  1. Severability/No Waiver/Survival: If any clause of this Agreement is found to be invalid or unenforceable, that provision shall be appropriately modified/amended to give effect to the intent of the provision and/or the Agreement. If such modification/amendment is not possible, such provision shall be severed and the remainder of clause and the Agreement shall continue to remain applicable in full force and effect. Fanory and/or Platform’s failure to enforce any right or provision of this Agreement shall not prevent Fanory from enforcing such right or provision in the future and shall not be deemed to modify this Agreement. No waiver of any clause will be effective or enforceable unless the contrary is recorded in writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of this Agreement. Clause 12 and 13 of this Agreement shall survive the termination of the Creator’s association with Fanory and/or Platform. 

 

  1. Assignment: Fanory and/or Platform may, at any time, at its sole discretion assign its rights and obligations under this Agreement, including in connection with sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction or by operation of law. However the Creator shall not assign this Agreement. Any attempted assignment, delegation, or subcontracting by the Creator in contravention of the above provisions shall be void and ineffective. 

 

  1. Miscellaneous: The term “including” in this Agreement will be interpreted broadly and will mean “including, without limitation”. Titles are for convenience only and will not be considered when interpreting this Agreement. 

 

 

 

  1. NOTICES 

  1.   Any communication between the Creator and Fanory and/or Platform in  connection with this Agreement shall be made to the e-mail address and/or postal address and/or contact numbers provided under the Creator Agreement. 

 

  1. Unless otherwise specified, any communication or notice given to a Party under this Agreement will be in writing and (i) delivered by hand or by pre-paid first-class post/courier or other next working day delivery service; or (ii) sent by e-mail, to the notice address of the other Party specified in this Agreement. This Clause does not apply to the service of any documents in any legal action or any arbitration or other method of dispute resolution. 

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