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CREATORGOOSE — PLATFORM TERMS OF SERVICE

Version 1.0 (Draft) | Effective Date: [●]

DRAFTING NOTE (remove before publication): Template prepared for review by licensed Indian counsel before use. Placeholders marked [●]. Structured as a single ToS with common terms (Parts A–E), brand-specific terms (Part F), and creator-specific terms (Part G). Governing structure: Creatorgoose is an intermediary/facilitator, never a party to Brand–Creator deals; funds move only through a regulated escrow facility.

PART A — GENERAL

1. Who we are; acceptance

1.1 These Terms of Service ("Terms") are an electronic agreement under Section 10A of the Information Technology Act, 2000 between [Creatorgoose ● Private Limited], CIN [●], registered office [●] ("Creatorgoose", "we"), and the person or entity registering an account ("you").

1.2 By clicking "I Agree", creating an Account, or using the Platform, you accept these Terms. If you accept on behalf of a company, you warrant you are authorised to bind it.

1.3 Depending on your registration, you are a "Brand" (Part F applies) or a "Creator" (Part G applies). Parts A–E apply to everyone.

2. Definitions

3. Our role: facilitator and intermediary only

3.1 Creatorgoose provides technology that enables Brands and Creators to discover each other, contract, exchange Deliverables and settle payment through the Escrow Facility. We are an "intermediary" within the meaning of Section 2(1)(w) of the IT Act.

3.2 We are not: (a) a party to any Campaign Agreement; (b) an advertiser, advertising agency or endorser of any Campaign content; (c) an agent, employer, partner or joint venturer of any Brand or Creator; (d) a payment aggregator or holder of user funds (all Campaign monies rest in the Escrow Facility with the escrow bank).

3.3 Responsibility for the truthfulness, legality and regulatory compliance of Campaign content (including under the Consumer Protection Act, 2019 and ASCI Guidelines) rests solely with the Brand and the Creator as allocated in the Campaign Agreement.

4. Accounts, eligibility, KYC

4.1 You must be 18+ and competent to contract. Entities must be validly existing in India.

4.2 You must provide accurate registration information and keep it current. Creators must provide a valid PAN before any payout (failing which tax is deductible at the higher rate under Section 206AA of the Income-tax Act, 1961, or payout may be withheld). We may require additional KYC (bank proof, GST registration, Aadhaar-based verification for eSign) at any time.

4.3 One account per person/entity unless we approve otherwise. You are responsible for activity under your credentials.

PART B — CAMPAIGNS AND CONTRACTING

5. Campaign Agreements

5.1 A Campaign Agreement is formed when both Brand and Creator electronically execute the Platform-generated agreement: (a) for consideration up to ₹[50,000], by OTP/click confirmation (valid under Section 10A, IT Act); (b) above that amount, by Aadhaar eSign or other electronic signature under Section 3A read with the Second Schedule of the IT Act.

5.2 These Terms are incorporated into every Campaign Agreement. In conflict, the Campaign Agreement prevails for that Campaign, except Clauses 3, 12, 14–19 (role, escrow, disputes, liability), which always prevail.

5.3 Stamp duty, where applicable, is payable as specified at execution; the Platform may facilitate e-stamping at cost.

6. Conduct of Campaigns

6.1 Brands must publish briefs that are accurate and lawful, respond to submissions within the Approval SLA (Clause 12.3), and not solicit Creators off-Platform to avoid fees ("circumvention") for [12] months after introduction on the Platform.

6.2 Creators must perform Deliverables personally, on time, in line with the approved brief, and keep required content live for the minimum period stated in the Campaign Agreement.

7. Advertising-law compliance; disclosure tools

7.1 Brand and Creator are jointly responsible for ensuring each Deliverable carries the disclosures required by the ASCI Guidelines and applicable law (including "#Ad" or equivalent as the first caption element; for video, verbal disclosure within the first 10 seconds and an overlay during the sponsored segment; and qualification disclosures for financial or health content).

7.2 The Platform may display automated compliance indications (e.g., "Not ASCI compliant"). These are informational warnings only. They do not block submission, approval or payment; they are not legal advice; and their absence or inaccuracy does not transfer any liability to Creatorgoose.

8. Prohibited conduct

No user may: (a) run campaigns for prohibited or regulated goods without required licences (tobacco, alcohol where restricted, prescription drugs, betting/gambling where prohibited, securities advice without SEBI registration); (b) buy followers/engagement or misrepresent metrics; (c) infringe third-party IP or personality rights; (d) upload unlawful content per Rule 3(1)(b), IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; (e) reverse engineer or scrape the Platform; (f) use the Platform to launder money or evade tax.

9. Intellectual property

9.1 Creator content: as allocated in the Campaign Agreement (default: Creator owns; Brand receives the licence specified there).

9.2 Platform IP (software, marks, data models, aggregated and anonymised analytics) is ours. You grant us a non-exclusive licence to host, display and process content you submit, solely to operate and improve the Platform and as permitted by the Data Processing Addendum.

PART C — MONEY

10. Escrow funding

10.1 On execution of a Campaign Agreement, the Brand shall fund the full Campaign amount (plus applicable GST and fees) into the Escrow Facility. A Campaign is "Active" only on confirmed funding.

10.2 Funds in the Escrow Facility are held by the escrow bank under the escrow arrangement; Creatorgoose has no beneficial interest in, and no lien over, Campaign funds except the Platform Fee expressly payable from released amounts.

11. Taxes

11.1 TDS. The Brand is the deductor for income-tax purposes. The Platform computes TDS at the applicable rate/section (as reflected in the Campaign Agreement — e.g., 194C, 194J, or 194R for benefits/perquisites including barter) and the escrow release is net of TDS, which is remitted/reported per Clause 11.2. (Drafting note: finalise deductor mechanics on CA sign-off; if the Brand self-remits, the Platform provides computation and challan-ready data only.)

11.2 The Brand shall (itself or through Platform tooling) deposit TDS, file returns (Form 26Q) and issue Form 16A within statutory timelines.

11.3 GST. Registered Creators authorise the Platform to raise tax invoices on their behalf per Clause 26.3. The Platform Fee attracts GST at 18%.

12. Escrow release — the Payment Rules

12.1 Release on approval. On the Brand's approval of a Deliverable, the corresponding milestone amount (net of TDS and any Creator-borne fees) is released to the Creator within [2] business days.

12.2 Rejection. A rejection must cite the specific Campaign Agreement clause breached and describe the deficiency. The Creator has one cure opportunity within [5] business days unless the breach is incurable.

12.3 Deemed approval (anti-squatting). If the Brand neither approves nor rejects within [5] business days of submission (the "Approval SLA"), the Deliverable is deemed approved and escrow auto-releases to the Creator.

12.4 Cancellation. Brand cancellation after funding triggers the kill fee in the Campaign Agreement; the balance returns to the Brand. Creator non-performance (no submission by the long-stop date) returns the milestone to the Brand.

12.5 Disputed amounts are frozen in escrow pending Clause 15.

13. Platform Fees

13.1 Fees as published at [●]/agreed in an order form: [●]% of Campaign value / subscription, plus GST. Fees are deducted at release unless invoiced separately. Fees are non-refundable except where required by law.

PART D — DATA

14. Data protection

14.1 Our Privacy Notice at [●] describes processing of your personal data, for which we act as data fiduciary under the Digital Personal Data Protection Act, 2023 ("DPDP Act").

14.2 Where the Platform processes personal data of a Brand's customers or audience on the Brand's behalf (e.g., comment streams, DM opt-ins, order matching), the Data Processing Addendum (incorporated by reference) applies, with the Brand as data fiduciary and Creatorgoose as data processor.

14.3 End-user phone numbers and identity attributes are collected only against recorded, specific, informed consent, and are processed per the consent artefact and the DPA.

PART E — DISPUTES, LIABILITY, BOILERPLATE

15. Dispute resolution (tiered)

15.1 Tier 1 — Platform resolution. Campaign disputes must first be raised in-Platform within [10] days of the event. Parties will attempt resolution for [10] business days.

15.2 Tier 2 — Platform adjudication of escrow. Failing Tier 1, Creatorgoose will determine release/refund of the frozen escrow amount strictly per the Payment Rules (Clause 12) and the Campaign Agreement. Both parties authorise this determination for escrow purposes. It is without prejudice to Tier 3 rights, and our exposure in respect of it is capped at re-directing the escrowed amount.

15.3 Tier 3 — Arbitration. Any dispute arising out of or in connection with these Terms or a Campaign Agreement, including their existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed under the rules of [Presolv360 / Sama / Webnyay] ("the Institution"), which rules are incorporated by reference. The seat of arbitration is [Bengaluru / New Delhi], India; the venue is online (documents-only and video hearings). Language: English. The arbitrator's fee schedule is the Institution's published schedule. This clause is an arbitration agreement in writing under Section 7 of that Act, validly formed by electronic communication.

15.4 Courts at the seat have exclusive supervisory jurisdiction. Interim relief under Section 9 remains available.

15.5 Consumer-law rights that cannot be waived are not affected.

16. Warranties disclaimer

The Platform is provided "as is". We do not warrant Campaign outcomes, Creator performance, Brand payment beyond escrowed amounts, uninterrupted availability, or the accuracy of analytics, compliance indications or tax computations (which depend on data you supply).

17. Liability

17.1 Cap: our aggregate liability to you in any 12-month period is limited to the Platform Fees you paid us in that period.

17.2 Exclusions: no liability for indirect or consequential loss, loss of profits, reputation, or data (other than caused by our breach of the DPA); no liability for the acts, content, or omissions of Brands or Creators.

17.3 Nothing limits liability for fraud, wilful default, or what cannot be limited by law.

18. Indemnity

You indemnify us against third-party claims (including CCPA/ASCI proceedings, IP claims, tax penalties) arising from your content, your breach of these Terms or a Campaign Agreement, or your violation of law — except to the extent caused by our breach.

19. Suspension and termination

19.1 We may suspend or terminate Accounts for breach, legal risk, or KYC failure; Active Campaigns will be wound down per the Payment Rules (funded amounts remain governed by escrow, not forfeited to us).

19.2 You may close your Account any time; accrued obligations survive. Clauses 3, 9, 11, 14–18, 20–22 survive termination.

20. Grievance officer (IT Rules 2021)

Grievance Officer: [name], [email], [address]. We acknowledge complaints within 24 hours and dispose of them within 15 days, per Rule 3(2), IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

21. Changes

We may amend these Terms with [15] days' notice via the Platform/email. Continued use after the effective date is acceptance. Amendments do not alter Campaign Agreements already executed.

22. General

Governing law: India. Notices: to registered email; to us at [legal@●]. Assignment: not without our consent (we may assign to affiliates/acquirers). Severability, no-waiver, entire-agreement: standard. Force majeure: neither party liable for events beyond reasonable control (escrowed funds remain in escrow).

PART F — BRAND-SPECIFIC TERMS

23.1 The Brand warrants that products/services promoted are lawful, that claims supplied in briefs are substantiated, and that it holds all required licences/approvals.

23.2 The Brand is responsible for advertiser obligations under the Consumer Protection Act, 2019, CCPA guidelines on misleading advertisements, and ASCI Guidelines, including reviewing Deliverables for claim accuracy before approval.

23.3 The Brand shall not require any Creator to omit mandated disclosures; any such instruction is void and a material breach.

23.4 Connected accounts (Shopify, Meta/Instagram, WhatsApp BSP) are connected under the Brand's authority; the Brand warrants it may lawfully grant the access scopes requested, and the DPA governs the personal data flowing through them.

PART G — CREATOR-SPECIFIC TERMS

24.1 The Creator is an independent contractor. Nothing creates employment, and the Creator is responsible for their own income-tax filings and (if registered) GST compliance.

24.2 The Creator warrants: content is original or licensed; metrics are genuine; they will make ASCI-mandated disclosures on every Deliverable arising from a material connection (payment, barter, gift, affiliate); for regulated categories, they hold the qualifications the April 2025 ASCI addendum requires and will disclose them.

24.3 The Creator confirms they have used or adequately experienced the product/service sufficient to meet the endorser due-diligence duty under Section 21, Consumer Protection Act, 2019.

24.4 Free DM service. The DM automation service is provided free of charge, "as is", subject to Meta's platform terms. The Creator authorises the message flows they configure and remains the sender of record. We may modify or withdraw free features with [30] days' notice.

24.5 Invoicing authorisation. GST-registered Creators authorise Creatorgoose to issue tax invoices to Brands on their behalf based on Campaign data, and will promptly notify us of registration changes.

24.6 Payout account must be in the Creator's own name and match KYC.

Execution: accepted electronically via click-wrap at account creation; acceptance log (timestamp, IP, account ID) maintained as an electronic record under Sections 4 and 65B, Evidence Act / Bharatiya Sakshya Adhiniyam, 2023.