Terms of Service - #club

1.1 These Terms of Service ("Terms") are entered into between Hashtag Club, a sole proprietorship under the name MM Enterprises, having its principal place of business at Villa 83, Vishal Sanjivini, 168, Ecity and Fab City Road, Tukkuguda, Hyderabad 501359 ("#club", "we", "us", "our") and any person or entity that accesses or uses the Platform ("you", "User").

1.2 By accessing the Platform, creating an Account, or using any Service, you confirm that you have read, understood and agree to be bound by these Terms, together with the Privacy Policy, the Referral Program Policy, the Data Deletion Request Process, the Model Release and Content Consent (where applicable), the Pricing Page, and any Deal Brief you accept - each of which is incorporated into these Terms by reference (together, the "Agreement").

1.3 If you do not agree to the Agreement in full, you must not access or use the Platform.

1.4 Capacity. You represent that you are competent to contract under the Indian Contract Act, 1872, and that you are not disqualified from contracting under any applicable law.

2.1 In these Terms:

"Acceptance Checklist"

means the itemised, objective acceptance criteria specified by a Brand in a Deal Brief, locked at the point of Reservation.

"Account"

means a registered user account on the Platform.

"Affiliate"

means in respect of an entity, any entity that controls, is controlled by, or is under common control with that entity.

"Barter Consideration"

means goods, products, services, experiences or access provided by a Brand to a Creator as part of a Deal, in addition to (and never in substitution for) the Deal Value held in Escrow.

"Brand"

means a User registered for the purpose of listing Deals.

"Brand Content Licence"

means the licence granted to a Brand under Clause 11.

"Business Day"

means a day other than a Saturday, Sunday or public holiday in Hyderabad, Telangana.

"Creator"

means a User registered for the purpose of reserving and performing Deals, including influencers, content creators and operators of pet or child-themed accounts.

"Deal"

means a collaboration between a Brand and a Creator arranged through the Platform in accordance with these Terms.

"Deal Brief"

means the listing created by a Brand, specifying deliverables, requirements, committed metrics (if any), Acceptance Checklist, Release Mode, Barter Consideration, IP and usage terms, deadlines and Deal Value.

"Deal Value"

means the monetary consideration payable by the Brand in respect of a Deal.

"Deemed Acceptance"

means the automatic acceptance of Content under Clause 9.6.

"Direct Deal"

means a Deal in which the Brand and Creator settle payment between themselves outside the Escrow rails, as described in Clause 8.9.

"Escrow"

means the escrow, nodal or custodial arrangement operated by the Escrow Partner in respect of Deal Value.

"Escrow Partner"

means the banking partner or payment partner appointed by #club from time to time to hold and disburse Deal Value, as identified on the Platform.

"Fee"

means any subscription fee, listing fee, commission, facilitation fee or other charge payable to #club under Clause 5.

"Inauthentic Audience"

means followers, subscribers, views, engagement or other metrics that are not attributable to genuine human users, including purchased, bot-generated, incentivised, click-farm, pod-inflated or otherwise artificially generated activity.

"Intellectual Property Rights"

means patents, copyrights, moral rights, trademarks, service marks, trade names, trade secrets, design rights, database rights, know-how, publicity rights, likeness rights and all other intellectual property rights, whether registered or unregistered and wherever in the world.

"Platform"

means the #club website, mobile applications, APIs, dashboards and any other digital service operated by #club.

"Reservation"

means a Creator's acceptance of a Deal, which constitutes a binding agreement between the Brand and the Creator on the terms of the Deal Brief.

"Release Mode"

means the escrow release mechanism elected by a Brand under Clause 8.3.

"Services"

means the services made available through the Platform, including Deal listing, discovery, Reservation, Escrow administration, Content verification, analytics ingestion and dispute facilitation.

"Submission"

means the upload of Content by a Creator for verification.

2.2 Headings are for convenience only. "Including" means "including without limitation". References to a clause are to a clause of these Terms unless stated otherwise.

3.1 Minimum age. You must be at least eighteen (18) years of age to register for or use the Platform. #club does not knowingly permit any person under 18 to hold an Account.

3.2 Consequence of ineligibility. An agreement with a minor is void ab initio under Indian law. Any purported Reservation, Deal, Content licence or Escrow release involving an Account held by a person under 18 is void, and #club may cancel it without liability and reverse any associated transaction.

3.3 Pet accounts and child-themed accounts. Accounts representing animals, or accounts centred on a child, may be operated only by an adult who is at least 18. That adult is the sole Account holder and is legally responsible for all activity on the Account; warrants that they lawfully own or operate the account on the relevant social platform; and, where a child appears in Content, warrants that they hold documented, verifiable parental consent for that child's participation and for the processing of that child's personal data, and that participation complies with the NCPCR Guidelines for Protection of Rights of Children in Media and Advertisement and all applicable child-protection law.

3.4 One identity. Each person or entity may hold one Account per user type unless #club expressly permits otherwise in writing. Account sharing, transfer or sale is prohibited.

3.5 Registration. You must provide accurate, current and complete information at registration and keep it updated. You are responsible for all activity under your Account and for maintaining the confidentiality of your credentials.

3.6 Verification. #club may require identity, business, ownership or audience verification at any time, and may suspend or refuse service pending verification. Passing verification is not a guarantee of Deal volume, earnings or continued access.

3.7 Audience threshold. Creator Accounts require a minimum of 5,000 genuine followers on at least one connected platform. This threshold is a condition of access, not a guarantee of Deal eligibility, which is determined by each Deal Brief.

4.1 KYC and payout data. #club collects Permanent Account Number (PAN) and bank account details for Users who receive payouts, referral rewards or any other monetary credit. Failure to provide accurate KYC data will prevent payout, and #club is not liable for a delay or failure in disbursement caused by incorrect, incomplete or stale bank or PAN details. Where a valid PAN is not furnished, #club is required to deduct tax at the higher rate prescribed by law for persons who have not furnished PAN.

4.2 TDS on gross Deal Value. #club owns, operates and manages a digital platform through which Creators provide services to Brands, and therefore treats itself as an e-commerce operator, and each Creator as an e-commerce participant, within the meaning of section 393 of the Income Tax Act, 2025 (formerly section 194-O of the Income-tax Act, 1961). Accordingly:

• #club deducts tax at source at 1% of the gross Deal Value - the whole consideration payable to the Creator, not of #club's Fee or commission;
• deduction is made at the time of credit of that amount to the Creator's account or at the time of payment, whichever is earlier;
• the deduction is made before release from Escrow, so the Creator receives the net amount and the tax is deposited by #club; and
• the amount deducted is a credit available to the Creator against their own tax liability. It is not a charge, fee or cost retained by #club.

4.3 The small-creator exemption. No deduction under Clause 4.2 is required where the Creator is an individual or a Hindu undivided family, their income from services provided through digital or electronic platforms is below Rs5,00,000 in the relevant previous year, and they have furnished their PAN or Aadhaar. To claim it, the Creator must submit through the Platform their PAN and a declaration that their income from such services is below Rs5,00,000 for the relevant previous year. #club relies on that declaration in good faith; if it is inaccurate the Creator is solely responsible for the resulting tax, interest and penalty, and #club may recover any amount it is required to pay, with interest and costs. Where no valid declaration is on file, Clause 4.2 applies in full. #club may require the declaration to be renewed annually.

4.4 Referral rewards. Cash referral rewards are a benefit or perquisite provided in the course of business or profession. #club deducts tax at source at 20% under section 393 of the Income Tax Act, 2025 (formerly section 194R) where the aggregate value of benefits or perquisites provided to you exceeds Rs20,000 in a financial year.

4.5 Barter Consideration is the Brand's own obligation. Barter Consideration is a benefit or perquisite and may attract tax deduction at source at 20% under section 393, deductible by the Brand, where the aggregate value exceeds Rs20,000 in a financial year. The obligation is the Brand's, not #club's - #club is not the provider of the benefit. The Brand must capture the declared value of all Barter Consideration in the Deal Brief. Because there is no cash flow from which to deduct, the Brand must either gross up and discharge the tax itself, or obtain from the Creator, before dispatch, evidence that the applicable tax has been paid. The Brand indemnifies #club under Clause 22.1 in respect of any failure. #club may, as an optional facility, collect the applicable tax through Escrow alongside the Deal Value and remit it on the Brand's behalf where the Brand elects this and #club makes it available; use of that facility does not transfer the Brand's statutory obligation to #club.

4.6 Other withholding. #club deducts tax at source as required by law in respect of fees payable to the Escrow Partner and payment partners, at the rate applicable to their characterisation, and any other payment attracting withholding under section 393.

4.7 Specified persons. Before deducting tax, #club checks the Compliance Utility maintained on the Income Tax Department portal to determine whether a payee is a "specified person" - broadly, a person who has not filed income-tax returns for both of the two preceding relevant previous years and in whose case the aggregate of tax deducted and collected at source is Rs50,000 or more in each of those years. Where a payee is a specified person, tax is deducted at the higher rate prescribed by law. You agree to cooperate with any such check.

4.8 Deposit, returns and certificates. In respect of tax it deducts, #club will deposit the amount with the Government by the seventh day of the month following the month of deduction, and by 30 April in respect of deductions made in March; file the prescribed quarterly statement of tax deducted; and issue the prescribed tax deduction certificate within the prescribed period. Tax deducted appears in your Form 26AS and in your Annual Information Statement. It is a credit against your own tax liability and is frequently refundable in full where your total income is below the taxable threshold. #club does not retain it.

4.9 Tax collected at source. #club does not collect tax at source on the Deal Value, because #club is not a seller receiving sale consideration in respect of the sale of goods. The Deal Value is consideration paid by a Brand for services provided by a Creator, and the applicable withholding obligation is that in Clause 4.2.

4.10 Escrow does not shift the withholding obligation. Use of the Escrow Partner, a nodal account or a tripartite bank escrow does not transfer #club's obligation to deduct, deposit, report or certify tax. The Escrow Partner is a conduit that holds and disburses funds on #club's instruction. #club remains the deductor; release instructions are given net of applicable tax; and any allocation of a withholding function to the bank in an escrow agreement operates between #club and that party without relieving #club of its statutory obligation.

4.11 Set-off and recovery. If #club is required to pay, deposit or bear any tax, interest, penalty or expense in respect of an amount payable to you - including because a declaration under Clause 4.3 was inaccurate, because you failed to furnish PAN, or because you are a specified person - #club may set that amount off against any sum otherwise payable to you, recover it from you as a debt with interest at 18% per annum, and withhold further payouts until it is satisfied.

4.12 Your own tax position. You are solely responsible for declaring all amounts received through the Platform - Deal Value, referral rewards and the value of Barter Consideration - in your own returns, for any advance tax, self-assessment tax, GST or other liability, for your own books and records, and for obtaining your own advice. #club does not provide tax, accounting or legal advice, and nothing in the Agreement is advice.

4.13 Regulatory change. If the law, or an authority's interpretation of it, changes such that #club cannot operate its payment or referral arrangements as described, #club may modify the mechanics, require additional declarations or data, suspend withdrawals, or convert monetary rewards to platform credit, on notice.

5.1 Fee models. #club may apply any of the following, alone or in combination, to any User or category of User: subscription; commission as a percentage of Deal Value on completed Deals; a listing or facilitation fee per listing, Reservation or Direct Deal; freemium access converting to paid on expiry; and individually negotiated pricing.

5.2 The Pricing Page governs. The Fees applicable to you are those displayed on the Pricing Page at the moment you purchase a subscription or accept a Reservation. That Fee is locked for that transaction or billing cycle and will not be varied retrospectively.

5.3 Changes to Fees. #club may change Fees prospectively at any time. For subscriptions, #club gives not less than thirty (30) days' notice by email and in-app notification before a price increase takes effect. You may cancel before it takes effect, in which case it will not apply to your current paid tenure.

5.4 Auto-renewal. Subscriptions auto-renew for successive tenures at the then-current price. The auto-renewal terms, tenure and price are displayed before purchase. You may cancel at any time; cancellation takes effect at the end of your current paid tenure and you retain full access until that date. Cancellation does not refund the current tenure.

5.5 No refunds, with one carve-out. Fees paid are non-refundable, including where you cancel mid-tenure, except that #club will refund Fees pro rata where the Services are materially unavailable due to #club's own failure for a continuous period exceeding 72 hours; or #club terminates your Account other than for breach by you; or a refund is required by applicable law. See also our refunds page.

5.6 Taxes. All Fees are exclusive of GST unless expressly stated otherwise on the Pricing Page. #club will raise appropriate tax invoices. You are responsible for any tax payable on your own income or supplies.

5.7 Freemium conversion notice. Where access is free for a limited period and converts to paid, #club gives notice by email and in-app notification not less than 7 days before the first charge, the Platform displays the remaining free period and the date of first charge, and you may cancel before the first charge without liability. Silent conversion from free to paid is not permitted.

5.8 Escrow and Deal Value. Deal Value held in Escrow is not a Fee and is not #club's revenue. Fees are charged separately. Where a Deal fails and Deal Value is returned to the Brand under Clause 8.3(c), #club's Fees in respect of that Deal are not refunded.

6.1 Marketplace only. #club operates a technology platform that facilitates introductions and transactions between Brands and Creators. #club is not a party to any Deal, except in respect of its own Fees; not the agent, principal, employer, employee, partner, joint venturer or franchisor of any User; not an advertising agency, talent agency, manager or representative of any Creator; not a publisher, author, producer or broadcaster of any Content; and not a bank, non-banking financial company, payment aggregator, payment gateway or escrow agent. Escrow services are provided exclusively by the Escrow Partner.

6.2 No employment or agency relationship. Nothing in these Terms creates any employment, agency, partnership or joint-venture relationship. You are an independent contractor in respect of every Deal, and are solely responsible for your own taxes, statutory contributions, insurance, equipment and working conditions.

6.3 Intermediary status. #club is an intermediary in respect of user-generated Deal Briefs and Content within the meaning of the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. #club is not a passive intermediary in respect of Deals it lists, reviews, verifies or takes a Fee upon; for those Deals it exercises editorial and commercial judgement, its safe-harbour protections are correspondingly narrower, and it therefore maintains the category restrictions in Clause 14 and the verification rights in Clause 9.

6.4 No endorsement. #club does not endorse, warrant or verify any Brand, product, service, Creator, audience, metric or Content beyond the specific checks described in these Terms. You conduct your own due diligence.

6.5 No guarantee of outcomes. #club does not guarantee that any Creator will receive Deals, earnings, followers or exposure, or that any Brand will achieve any marketing, sales, reach or engagement outcome. Committed metrics in a Deal Brief are contractual terms between the Brand and the Creator; they are not guarantees by #club.

7.1 Listing. A Brand creates a Deal Brief specifying, at minimum: deliverables (format, quantity, platforms, duration, hashtags, tags, links); Creator requirements (minimum followers, engagement rate, category, geography, language); committed metrics, if any, and how they are measured; the Acceptance Checklist; the elected Release Mode; whether paid advertising or whitelisting rights are sought; any Barter Consideration, its declared value and dispatch arrangements; deadlines for dispatch, delivery and publication; the Deal Value and applicable Fees; and any exclusivity requirement.

7.2 Listing standards. #club may reject, edit, unpublish or remove any Deal Brief that is incomplete, misleading, inconsistent with these Terms, or that falls within a Prohibited Category. #club is not obliged to give reasons, but will do so where reasonably practicable.

7.3 Reservation. A Creator reserves a Deal by accepting the Deal Brief in the Platform. Reservation constitutes a binding agreement between the Brand and the Creator on the terms of the Deal Brief, including the Acceptance Checklist, Release Mode, IP and usage terms, exclusivity and deadlines. A Creator must review the Deal Brief before reserving; acceptance is deemed confirmation that the Creator can meet every stated requirement.

7.4 Locking. The Acceptance Checklist, Release Mode, committed metrics, IP and usage terms and Deal Value are locked at Reservation and may not be varied except by written agreement of both parties recorded through the Platform.

7.5 Scope creep. Any request by a Brand for deliverables beyond the locked Deal Brief is a variation. It is valid only if the Creator accepts it through the Platform and any additional Deal Value is funded into Escrow before the additional work begins. Creators are under no obligation to accept a variation, and declining one is not a breach.

7.6 Withdrawal and cancellation. A Brand may cancel a Deal Brief before Reservation without liability, and any Escrow is released back. After Reservation, cancellation is governed by Clause 8.6 and the cancellation terms shown in the Deal Brief. A Creator who withdraws after Reservation without a permitted reason commits a breach and is subject to Clause 15.

8.1 Custody of funds. #club does not at any time hold, pool, control or have beneficial ownership of Deal Value. All Deal Value is held in Escrow by the Escrow Partner, a licensed banking or payment institution. #club's role is limited to instructing the Escrow Partner on release in accordance with these Terms. Your relationship in respect of custody of funds is with the Escrow Partner and is additionally governed by its own terms, which are incorporated by reference; in the event of conflict as to the custody, holding or movement of funds, the Escrow Partner's terms prevail.

8.2 Funding. A Deal proceeds only once the Brand has funded the full Deal Value plus applicable Fees into Escrow. #club may withhold publication of a Reservation until funding is confirmed.

8.3 Release Modes. The Brand elects one Release Mode when creating the Deal Brief, and the elected mode is displayed to the Creator before Reservation.

• Mode 1 - Metric-gated release. Deal Value is released to the Creator when the committed metrics specified in the Deal Brief are achieved, measured under Clause 8.4.
• Mode 2 - Delivery-gated release. Deal Value is released on publication of the Content and satisfaction of the Acceptance Checklist. Committed metrics, if any, are recorded for information only and are not a condition of release.
• Mode 3 - Return to Brand. If the conditions of the elected Release Mode are not satisfied, and the cure and escalation process in Clauses 8.5, 8.7 and 10 has been exhausted, Deal Value is returned to the Brand.

8.4 Measurement of committed metrics. Where Mode 1 applies, metrics are measured exclusively from data ingested through official platform APIs following the Creator's own authorised account connection - self-reported figures and screenshots are not a valid basis for release. Metrics are measured over a window of seven (7) days from publication unless the Deal Brief specifies otherwise, and the metric is satisfied if the measured value equals or exceeds the committed value at the end of the window. #club does not warrant that any metric will be achieved and no failure to achieve one is attributable to #club. Any material change to platform API availability that prevents measurement converts the Deal to Mode 2 for the affected period, and #club will notify both parties.

8.5 Partial achievement - make-good ladder. Where Mode 1 applies and the Creator achieves between 50% and 100% of the committed metric, the following applies before any return of funds: the Creator is entitled to one make-good opportunity, being a re-promotion of the Content within 7 days at the Creator's own cost and effort. If the metric is met after the make-good period, Deal Value is released in full. If it remains between 50% and 100%, half the Deal Value is released to the Creator and the balance returned to the Brand. If it is below 50%, Mode 3 applies.

8.6 Cancellation fees. If a Brand cancels after Reservation: before the Creator has commenced work, Deal Value is returned in full and #club's Fees are retained; after work has commenced but before Submission, 30% of Deal Value is released to the Creator as a kill fee and the balance returned; after Submission, the full verification process under Clause 9 applies as if no cancellation had occurred.

8.7 Timing of release. #club will instruct the Escrow Partner to effect release within 5 to 7 Business Days of the relevant trigger. Actual credit timing depends on the Escrow Partner and on banking networks; #club is not liable for delay attributable to either but will use reasonable efforts to resolve it.

8.8 Disputed funds. Where a Deal is disputed under Clause 10, Deal Value remains in Escrow and is not released to either party until the dispute is resolved. Funds do not accrue interest for the benefit of either party unless the Escrow Partner provides otherwise.

8.9 Direct Deals. #club may permit a Direct Deal, in which the Brand and Creator settle payment between themselves while the Deal is listed, tracked and verified through the Platform. #club charges a flat facilitation fee as shown on the Pricing Page and does not hold, escrow, guarantee or take responsibility for payment. Payment risk sits entirely with the Creator, and Creators should prefer escrowed Deals. Verification and the Acceptance Checklist still apply, and #club may record non-performance against either party's reliability score. Clause 17 applies to Direct Deals.

8.10 Barter Consideration. Barter Consideration is always in addition to Deal Value held in Escrow; #club does not support Deals in which product is the sole consideration. #club has no responsibility for the product leg - dispatch, delivery, damage, quality, fitness, safety, authenticity and returns are solely between the Brand and the Creator. The Brand warrants that all Barter Consideration is lawful, genuine, non-counterfeit, safe, correctly labelled and compliant with all applicable law including the Legal Metrology Act, 2011, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006 and the Drugs and Cosmetics Act, 1940 where applicable. The Creator must disclose Barter Consideration in the Content as a gift. Whether the Creator retains or returns it is as specified in the Deal Brief; if silent, the Creator retains it. The Creator is solely responsible for any tax on its value.

8.11 Off-platform barter. Any arrangement in which a Brand provides product without Deal Value in Escrow is made off the Platform and entirely at the Brand's own risk. #club provides no escrow, no verification, no dispute resolution and no recovery mechanism in respect of such arrangements, and accepts no liability for them. Clause 17 continues to apply.

9.1 Delivery deadline. The Creator must publish or Submit Content by the deadline in the Deal Brief. Time is of the essence in respect of publication dates tied to a campaign.

9.2 Late delivery. Late delivery by up to 48 hours is a minor breach and the Creator may cure it by delivering. Late delivery beyond 48 hours entitles the Brand to cancel and receive Deal Value back in full. Repeated late delivery is recorded against the Creator's reliability score and may lead to suspension under Clause 15.

9.3 Submission and verification. The Creator Submits Content through the Platform. Verification is performed against the Acceptance Checklist only. The checklist is objective and itemised, and a Brand may not reject Content on grounds of subjective dissatisfaction, taste, preference, or any criterion not recorded in it. The Brand must raise any objection within seventy-two (72) hours of Submission, in writing through the Platform, identifying the specific checklist items not satisfied and the reason.

9.4 Rejection. A rejection is valid only if it is raised within the 72-hour window, identifies a specific Acceptance Checklist item, and states objectively how that item is not satisfied. A rejection that does not meet all three conditions is invalid, and Clause 9.6 applies.

9.5 Revisions. Where a valid rejection is made, the Creator is entitled to two (2) revision rounds, each to be delivered within seventy-two (72) hours of the rejection notice. Revision requests must be specific and actionable, and a Brand may not introduce new requirements during revision - new requirements are a variation under Clause 7.5. If the Content satisfies the checklist after either round it is accepted and release proceeds. If it fails after both rounds, Mode 3 applies, subject to Clause 10. Additional rounds may be agreed for additional Deal Value funded into Escrow in advance.

9.6 Deemed Acceptance. If the Brand does not raise a valid objection within seventy-two (72) hours of Submission, or of each revised Submission, the Content is deemed accepted, #club will instruct release accordingly, and the Brand waives any objection to the Content's conformity with the Acceptance Checklist.

9.7 Content requirements. Content must be original to the Creator or properly licensed, and must not infringe any third party's Intellectual Property Rights, privacy, publicity or other rights. Music, footage, fonts, stock assets and third-party material must be licensed for the use contemplated by the Deal Brief, including any paid-advertising use the Brand has elected; where a Brand elects paid-advertising rights under Clause 11.4, the Brand warrants that it has separately cleared those rights or will do so at its own cost unless the Deal Brief provides otherwise. Content must comply with the ASCI Code for Self-Regulation in Advertising and the Guidelines for Influencer Advertising and Digital Media issued by the Central Consumer Protection Authority, and all other applicable advertising law.

9.8 Takedown and deletion. Where the Deal Brief requires deletion or unpublishing of Content at the end of a licence period, the Creator must comply and confirm deletion through the Platform. #club cannot technically enforce deletion on third-party platforms and does not warrant that it can.

10.1 Three-tier adjudication ladder. Determination of whether Deal conditions have been satisfied proceeds in the following order, published so that Users can predict which mechanism governs their Deal.

• Tier 1 - Automated determination (default). #club's systems measure performance from data ingested via official platform APIs and apply the Acceptance Checklist mechanically. No human discretion is exercised. This tier governs all Deals unless Tier 2 or Tier 3 applies.
• Tier 2 - Brand self-confirmation with Deemed Acceptance. Applies where the Deal Brief so specifies, or where the relevant data cannot be ingested via API. The Brand confirms satisfaction in-app; if no confirmation or valid objection is recorded within the period in Clause 9.3, Deemed Acceptance applies and release is automatic.
• Tier 3 - Manual intervention. Applies only where either party raises a written dispute within forty-eight (48) hours of a Tier 1 or Tier 2 determination; API data is unavailable, inconsistent or demonstrably unreliable; the matter involves alleged Inauthentic Audience, fraud or Prohibited Category content; or #club determines that automated processing would produce a manifestly incorrect result.

10.2 Manual determination. Where Tier 3 applies, #club will notify both parties and invite written submissions within 5 Business Days; review the Deal Brief, Acceptance Checklist, Content, API data and submissions; issue a written determination with brief reasons; and act in good faith. The determination is final and binding on the parties, save in the case of manifest error. #club retains records of determinations and may produce them in any subsequent proceeding.

10.3 Not a judicial function. #club is not a court, tribunal or arbitrator. A determination under Clause 10.2 is not an award and does not prejudice either party's right to proceed under Clause 26.

10.4 Disputes between Users. Disputes between a Brand and a Creator are between them. #club will facilitate under this Clause and administer Escrow according to the outcome, but is not a party and assumes no liability for the dispute or its outcome.

10.5 No legal advice. Nothing #club says in the course of facilitation is legal, tax, financial or marketing advice.

11.1 Creator ownership. The Creator retains all right, title and interest, including all Intellectual Property Rights, in and to the Content they create. No transfer of ownership to the Brand or to #club occurs by operation of these Terms, by Reservation, or by release of Deal Value.

11.2 Brand Content Licence - default. On release of Deal Value, or on Brand acceptance of Content under a Direct Deal, the Creator grants the Brand a non-exclusive, non-transferable licence to use, reproduce, publish, display and distribute the Content on the Brand's own owned-and-operated organic channels; for organic purposes only; for 12 months from publication unless the Deal Brief specifies otherwise; in the territory of India unless the Deal Brief specifies otherwise; and without the right to sublicense, except to the Brand's Affiliates and to agencies and service providers acting on its behalf under equivalent obligations. Clauses 11.3 and 11.5 apply.

11.3 Integrity of Content. The Brand may not alter, edit, crop, filter, re-contextualise, caption or composite the Content in a manner that materially changes its meaning, portrays the Creator inaccurately, or attributes to the Creator a claim or endorsement they did not make. Minor technical adjustments necessary for a given channel's format are permitted.

11.4 Paid advertising and whitelisting are not included by default. The Brand Content Licence does not include the right to run the Content as paid advertising, sponsored content, boosted posts, dark posts or in any paid media placement; the right to whitelist, being the right to run advertising through, from or by means of the Creator's own social media handle, account or partner-ad permissions; or the right to use the Content in programmatic, performance or any other paid campaign. These rights are granted only where the Brand disclosed the requirement in the Deal Brief before Reservation; the specific scope, duration, territory, platforms and spend cap were stated in it; the Creator expressly accepted that scope at Reservation; and any additional Deal Value for those rights was funded into Escrow. Use without satisfying all four conditions is a material breach, and the Creator may demand immediate cessation, seek removal, and claim the licence fee that would have applied, without prejudice to any other remedy.

11.5 Moral rights. The Creator does not waive moral rights. Attribution must be given in the manner customary for the channel, unless the Deal Brief specifies otherwise and the Creator accepted it.

11.6 Creator portfolio rights. The Creator may retain and display the Content in their own portfolio, showreel and organic channels indefinitely, except where the Deal Brief specifies an exclusivity period under Clause 12.

11.7 Licence expiry and renewal. On expiry of the licence period, the Brand must cease use of the Content and remove it from owned channels within 30 days. The parties may agree an extension through the Platform for additional Deal Value.

11.8 #club's licence to Content. Each User grants #club a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, display and distribute their profile information, public Content and Deal Content to operate, provide, secure, promote and improve the Platform and the Services; to display the User's profile and portfolio to other Users; to verify performance and administer Escrow; and in #club's own marketing, but only to the extent covered by the separate Model Release and Content Consent under Clause 19. Absent that separate consent, this licence does not extend to using a User's name, image, voice or likeness in #club's advertising. It survives termination in respect of uses lawfully made before termination.

11.9 Platform IP. All Intellectual Property Rights in the Platform, including its software, design, source code, databases, algorithms, verification systems, analytics pipelines, brand, logo, trade names and documentation, are owned by or licensed to #club. You acquire no rights in them, and you must not reverse engineer, decompile, disassemble, scrape, crawl, extract, copy or create derivative works from the Platform, its data or its APIs, except to the extent permitted by law.

11.10 Feedback. Any suggestion, idea or feedback you provide may be used by #club without restriction or compensation, and you assign all Intellectual Property Rights in it to #club to the extent permitted by law.

12.1 A Brand may specify a category-exclusivity period in the Deal Brief, preventing the Creator from publishing content for a named competitor or competitor category for a stated period.

12.2 Exclusivity is not implied. It applies only where stated in the Deal Brief, accepted at Reservation, and - where it exceeds 30 days - separately compensated through additional Deal Value.

12.3 Exclusivity periods extend no longer than 90 days from publication. Any longer period is void as against public policy and as an unreasonable restraint of trade under section 27 of the Indian Contract Act, 1872.

12.4 Restraints apply only during the Deal period and the stated exclusivity window. No post-termination restraint on a Creator's ability to work with any brand survives, and nothing in these Terms will be read as creating one.

13.1 You represent and warrant on an ongoing basis that you are at least 18 and competent to contract; that all information you provide is accurate and current; that your audience, followers, subscribers, views and engagement are genuine and free of Inauthentic Audience; that you have not purchased, incentivised, pod-boosted or otherwise artificially inflated any metric and will not do so; that you own or are properly licensed for all Content you Submit; that your Content does not infringe third-party rights, defame, or violate any law; that you hold all consents and releases for every identifiable person appearing in your Content, including parental consent for any minor; that you are not subject to any existing contractual exclusivity that would prevent performance of a Deal; and that you will comply with all applicable advertising, consumer-protection and tax law.

13.2 Mandatory advertising disclosure. Every piece of Content created under a Deal must carry a clear and prominent disclosure of its commercial nature - for example "Advertisement", "Ad", "Sponsored", "Collaboration", "Paid partnership", or the equivalent platform-native paid-partnership label - in compliance with the ASCI Code and the CCPA Guidelines for Influencer Advertising and Digital Media. The disclosure must be applied on the Content itself, not only in a caption buried among hashtags; legible without expansion, tapping "more" or hovering; applied to every format including Stories, Reels, Shorts and live content, for the whole duration of availability; and applied even where the only consideration is Barter Consideration. Failure to disclose is a material breach, not a curable defect.

13.3 Barter disclosure. Where Barter Consideration was received, the Content must additionally make clear that the product was gifted, where relevant to the claim being made.

13.4 No health, financial or efficacy claims. You must not make any therapeutic, curative, preventative, investment-return, guaranteed-outcome or efficacy claim in Content unless the Brand has supplied substantiation in writing through the Platform and the claim is permitted by law. The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 prohibits such claims outright for specified products.

14.1 Hard-blocked categories. The following may never be listed, reserved, promoted or facilitated on the Platform:

• Online money games, betting, gambling and wagering of any kind. Online money games are prohibited under the Promotion and Regulation of Online Gaming Act, 2025. There is no discretion and no exception.
• Alcohol, tobacco, cigarettes, vaping products, nicotine products and e-cigarettes, and any surrogate advertisement for them, including brand extensions, merchandise, music, events or "social responsibility" campaigns whose effect is to promote a prohibited product.
• Decentralised finance protocols, yield products, staking arrangements, lending pools and any unregistered token-based financial product.
• Unregistered investment schemes, deposit-taking arrangements, Ponzi or pyramid schemes, multi-level marketing, and any scheme requiring referral chains for consideration.
• Weapons, ammunition and explosives.
• Adult, pornographic or sexually explicit content, and sexually suggestive content involving or appealing primarily to minors.
• Content that outrages religious feelings, promotes communal or religious hatred, or contravenes section 298 of the Bharatiya Nyaya Sanhita, 2023 or equivalent provisions.
• Political campaigning, electioneering or paid political advocacy.
• Defamatory content, or content that harasses, bullies, threatens or incites violence.
• Content infringing third-party Intellectual Property Rights, or that facilitates counterfeiting.
• Any product or service whose advertising is prohibited or restricted under the Cable Television Networks (Regulation) Act, 1995 and Rules, the Drugs and Magic Remedies Act, 1954, the Food Safety and Standards Act, 2006, SEBI regulations, RBI directions, or any other applicable law.

14.2 Conditionally permitted - cryptocurrency. Cryptocurrency and virtual digital asset products may be listed only where the Brand is registered with the Financial Intelligence Unit - India under the Prevention of Money Laundering Act, 2002 and has provided its FIU registration number, which #club records in the listing; the Brand has completed #club's enhanced KYC including beneficial-ownership disclosure; the Content makes no claim as to yield, return, profit, price appreciation, guaranteed outcome or safety and includes a clear risk disclosure; the Content discloses that virtual digital assets are not legal tender and are subject to tax at the applicable rate; the Content is not targeted at minors and does not present investment as a solution to financial difficulty; and #club has approved the specific listing in writing before publication. #club may withdraw this permission at any time, generally or for a specific Brand, without liability.

14.3 Conditionally permitted - religious goods and services. Permitted: religious physical goods, and temple-services or pilgrimage-services applications that facilitate booking, donation to a registered religious institution, or information. Prohibited: any content proselytising, seeking conversion, soliciting donations to an unverified or unregistered recipient, denigrating any religion or community, or targeting users on the basis of religion in a manner likely to cause offence. #club reviews religious-category listings manually before publication.

14.4 Enhanced scrutiny. Listings in conditionally permitted categories are subject to manual pre-publication review, enhanced Brand KYC, mandatory indemnity under Clause 22, and a standing right of immediate takedown. Brand KYC does not transfer liability: it identifies the Brand, it does not make an unlawful product lawful, and it does not relieve the Brand of its own obligations.

14.5 Takedown. #club may remove, unpublish or suspend any listing or Content it considers to fall within a Prohibited Category, immediately and without prior notice, and without refund of Fees where the breach is the User's. Repeat or deliberate listings within Clause 14.1 result in permanent termination.

14.6 User reporting duty. You must report any listing or Content you believe falls within a Prohibited Category through the grievance channel in Clause 27.

15.1 Zero tolerance. #club operates a zero-tolerance policy toward Inauthentic Audience. Use of purchased followers, bots, click farms, engagement pods, view-buying services, follow-for-follow schemes automated at scale, or any artificial inflation technique is a material and non-curable breach.

15.2 Detection. Detection may use API-ingested audience-quality signals, growth-velocity analysis, engagement anomalies, geographic and demographic implausibility, third-party audience-quality data, User reports, and manual review. #club is not obliged to disclose its detection methodology, which is confidential under Clause 25.

15.3 Consequences of confirmed breach. On confirmation of Inauthentic Audience or other material breach: the Account is immediately and permanently banned and blacklisted; Deal Value in respect of the affected Deals is returned to the Brand as restitution; Deal Value on other pending Deals is frozen pending review and released or returned according to the outcome of that review, not automatically forfeited; credits and referral balances are forfeited in full; #club may seek recovery of amounts already released on completed Deals; and the breach is recorded permanently against the reliability score.

15.4 Post-ban review window. A banned User may, within seven (7) days of the ban, submit written evidence through the grievance channel contesting the finding. During review the ban remains in effect and frozen funds remain frozen. #club will issue a written decision within 15 days.

15.5 Other integrity breaches. The following are material breaches attracting suspension or permanent ban: non-delivery of Content after Reservation; repeated late delivery; failure to apply mandatory disclosure under Clause 13.2; submitting fabricated analytics or screenshots; on the brand side, publishing a Deal Brief with false requirements, refusing to fund Escrow, stalling verification beyond the Clause 9.3 window while raising invalid objections, demanding deliverables outside the locked checklist without a variation, or using Content in paid advertising or by whitelisting without the rights granted under Clause 11.4; harassment, abuse or threatening behaviour toward another User or toward #club personnel; attempting to defraud the Escrow, the referral program, or another User; and circumventing Clause 17.

15.6 Suspension. Suspension may be immediate where #club reasonably suspects fraud, a Prohibited Category breach, or risk to other Users or to the Escrow. #club will notify the User and give reasons where doing so does not prejudice an investigation.

15.7 No obligation to monitor. #club has the right but not the obligation to review, monitor or moderate any listing or Content. Exercise of that right does not assume responsibility for the content reviewed.

16.1 Access to Services is conditional on an active subscription where the Pricing Page requires one.

16.2 Survival of rights on lapse. Where a subscription lapses or is cancelled: the User loses the right to enter into new Reservations; all in-flight Deals continue to completion under these Terms, with Escrow administration, verification and release unaffected; the User retains read-only access to their Deal history, analytics and records for 12 months; any Escrow balance continues to be administered and released normally; and the Brand Content Licence in respect of completed Deals continues for its stated term.

16.3 #club may modify, suspend or discontinue any Service or feature. Where a modification materially and adversely affects a paid User, #club will give 30 days' notice, and Clause 5.5 applies if the Service becomes materially unavailable.

16.4 Fair usage. Rate limits, API quotas and fair-usage limits apply. Circumventing them is a breach.

16.5 Third-party dependencies. Services depend on third-party platforms including Meta and YouTube. #club is not responsible for changes to their APIs, permissions, terms or availability, and Clause 8.4 applies where measurement becomes impossible.

17.1 Purpose. This clause protects the value of introductions made through the Platform.

17.2 A fee obligation, not a prohibition. A "Platform Deal" means any Deal, collaboration, sponsorship, content engagement or commercial arrangement between a Brand and a Creator who were introduced to each other through the Platform, whether or not it is documented through the Platform and whether or not payment passes through Escrow. The applicable Fee under the Pricing Page remains due and payable to #club in respect of every Platform Deal, for a period of twelve (12) months from the date of introduction.

17.3 During subscription. While a subscription is active, Users must route all Deals with counterparties introduced through the Platform through the Platform. This obligation operates during the subsistence of the agreement and is a term of the subscription rather than a post-termination restraint.

17.4 Documented introduction. By using the Platform, each User agrees that introductions between Brands and Creators are made through #club, that #club records the date and identity of each introduction, and that the record is prima facie evidence of the introduction for the purposes of this clause.

17.5 Remedies. Breach of this clause entitles #club to recovery of the unpaid Fee as a debt with interest at 18% per annum; permanent termination of both Accounts; forfeiture of all credits, referral balances and pending Escrow benefits other than amounts due to third parties; and blacklisting. The parties agree that injunctive relief restraining a User from transacting is not sought and would not be appropriate, and #club's remedies are limited to those above.

17.6 No circumvention. Users must not attempt to evade Fees by registering through an Affiliate or related entity, using a different trading name, routing a Deal through an agency, splitting a Deal into smaller transactions, or arranging consideration outside the Platform in respect of a Platform Deal.

18.1 The Referral Program is governed by the separate Referral Program Policy, which is incorporated into these Terms by reference.

18.2 #club maintains that policy as a separate document so that reward economics may be changed without amending these Terms. In the event of conflict, the Referral Program Policy prevails in respect of referral matters.

18.3 Referral rewards payable in cash are subject to tax deduction at source under section 393 of the Income Tax Act, 2025 (formerly section 194R). See Clause 4.4.

18.4 #club may withhold a referral reward pending investigation of suspected fraud, and may claw back a reward already paid on confirmed fraud.

19.1 #club produces its own marketing content, including influencer game-show formats, interviews, features and user-generated content campaigns.

19.2 Participation is entirely optional and is governed by a separate Model Release and Content Consent. That consent is presented separately from these Terms and is never pre-ticked; is not bundled with signup, subscription or Deal acceptance; itemises each specific purpose separately; covers filming and a licence to use the participant's name, image, voice, likeness and performance across #club's channels including paid advertising, together with editing rights; may be declined with no effect whatsoever on Deal access, visibility, ranking, Fees or standing on the Platform; and may be withdrawn prospectively in accordance with its terms.

19.3 Declining the Model Release has no adverse consequence of any kind. No Deal, ranking, visibility or opportunity is conditioned on it.

19.4 Where #club uses Content that a User has already published, Clause 11.8 applies, and #club will not use a User's name, image, voice or likeness in advertising without the separate Model Release.

19.5 Where a participant is not a registered User, a written appearance agreement applies, signed before filming.

20.1 These Terms commence on your first access to the Platform and continue until terminated.

20.2 Termination by you. You may close your Account at any time through the Platform or the grievance channel.

20.3 Termination by #club. #club may suspend or terminate your Account immediately for material breach, fraud, Inauthentic Audience, a Prohibited Category listing, or risk to Users, the Escrow or the Platform; on 15 days' notice for any other reason, where notice is not unlawful or impracticable; and on 30 days' notice if #club ceases to operate the Platform.

20.4 Effect of termination. In-flight Deals continue to completion under these Terms, including Escrow administration, verification and release, unless termination is for fraud, in which case Clause 15.3 applies. Escrow balances are administered and released according to the applicable Release Mode - termination does not strand funds. Brand Content Licences granted in respect of completed Deals survive for their stated term. Accrued rights, obligations and Fees survive. Clauses 4, 6, 10, 11, 13, 14, 15, 17, 20.4, 21, 22, 23, 25, 26, 27 and 28 survive termination. Your data is handled in accordance with the retention schedule in the Privacy Policy.

20.5 Effect on referrals. On termination for breach, referral balances and credits are forfeited. On termination otherwise, accrued and undisputed referral rewards remain payable subject to the Referral Program Policy.

21.1 The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, #club disclaims all warranties, express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and quiet enjoyment.

21.2 Without limiting Clause 21.1, #club does not warrant that the Platform will be uninterrupted, error-free, secure or available at any particular time; that any Deal will be available, completed, or commercially successful; that any Creator will achieve any metric, reach, engagement or earning; that any Brand will achieve any marketing, sales or brand outcome; that Content will remain available on third-party platforms, which may remove it under their own policies; that analytics ingested from third-party APIs are complete, accurate or current; that any User is who they claim to be, or will perform; or that defects will be corrected.

21.3 You rely on your own judgement, and are solely responsible for your selection of a Deal, counterparty, product, claim or Content, and for compliance with your own legal obligations.

21.4 Third-party platforms. The Platform interacts with Instagram, YouTube and other third-party services governed by their own terms. #club does not control them and is not responsible for their acts, omissions, policy changes, account actions, API changes, restrictions or removals.

21.5 Escrow Partner. Custody and movement of funds is the responsibility of the Escrow Partner under its own terms and regulatory obligations. #club is not liable for the Escrow Partner's acts or omissions, save that #club will use reasonable efforts to assist in resolving any issue.

21.6 No advice. Nothing on the Platform constitutes legal, tax, financial, investment or marketing advice.

22.1 Your indemnity. You will defend, indemnify and hold harmless #club, its proprietor, employees, agents, affiliates and the Escrow Partner from and against all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, regulatory actions, costs and expenses (including reasonable legal fees) arising out of or in connection with: your breach of these Terms or of any representation or warranty in them; your Content, including any claim that it infringes Intellectual Property Rights, defames, invades privacy or publicity rights, or violates any law; your failure to apply mandatory advertising disclosure under Clause 13.2; any claim you make in Content that is unsubstantiated, prohibited or unlawful; your breach of third-party platform terms, including Meta's or YouTube's; your tax position, including any failure to declare income, perquisites or Barter Consideration; your use of the Platform in violation of any law or the rights of any third party; in the case of a Brand, your Deal Briefs, products, services and Barter Consideration, including any claim under the Consumer Protection Act, 2019, the Legal Metrology Act, 2011, the Food Safety and Standards Act, 2006 or the Drugs and Cosmetics Act, 1940; in the case of a Brand, any use of Content beyond the scope of the Brand Content Licence, including any use in paid advertising or whitelisting without the rights granted under Clause 11.4; in the case of a Brand, the appearance of a minor in Content without documented verifiable parental consent, and any breach of the NCPCR guidelines; in the case of a Brand, any listing within a Prohibited Category or a conditionally permitted category where the conditions were not satisfied; and your circumvention of Clause 17.

22.2 #club's indemnity. #club will defend, indemnify and hold harmless each User from and against third-party claims arising out of #club's breach of these Terms, or #club's mishandling of Escrow instructions, subject to Clause 23.

22.3 Procedure. The indemnified party will give prompt notice of any claim (failure relieves the indemnifying party only to the extent of actual prejudice), permit the indemnifying party to control the defence, and provide reasonable cooperation. The indemnifying party may not settle in a manner that imposes obligations on the indemnified party without consent.

22.4 Enhanced indemnity. Brands listing within Clause 14.2 or 14.3 give an uncapped indemnity in respect of that listing, and acknowledge that Brand KYC does not reduce or transfer that liability.

23.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, goodwill, reputation, anticipated savings, business opportunity, followers, engagement, reach or data, however caused and on any theory of liability.

23.2 Liability cap. Subject to Clause 23.3, #club's total aggregate liability arising out of or in connection with these Terms, the Platform or any Deal is limited to the greater of the total Fees actually paid by you to #club in the twelve (12) months immediately preceding the event giving rise to the claim, and Rs10,000.

23.3 Carve-outs. The cap does not apply to your fraud, wilful misconduct or criminal act; your breach of Clause 11; your breach of Clause 13.2 or Clause 14; your indemnity obligations under Clause 22; your breach of Clause 17; death or personal injury caused by negligence; or any liability that cannot lawfully be limited or excluded.

23.4 Deal Value is not #club liability. #club is not liable for any Brand's failure to pay, or any Creator's failure to deliver, on a Direct Deal or an off-platform arrangement. #club's obligation in respect of Escrow is limited to instructing the Escrow Partner correctly and in good faith.

23.5 Escrow Partner. #club is not liable for loss arising from the Escrow Partner's acts, omissions, insolvency, regulatory action or system failure, save where #club gave an incorrect instruction.

23.6 Platform metrics. #club is not liable for any determination made in good faith under Clause 10, save in the case of manifest error or bad faith.

24.1 A "Force Majeure Event" means any event beyond a party's reasonable control, including act of God, flood, earthquake, fire, storm, pandemic, epidemic, war, terrorism, civil unrest, insurrection, riot, strike, lockout, labour dispute, government or regulatory action, embargo, sanction, failure of the internet or telecommunications, cyberattack, hacking, denial-of-service attack, failure of a third-party platform or API (including Meta, YouTube or the Escrow Partner), change in third-party platform terms or permissions, failure of a utility, and any law or order prohibiting performance.

24.2 The affected party is excused from performance for the duration of the event, must notify the other promptly, and must use reasonable efforts to mitigate.

24.3 Escrow is not affected by Force Majeure. Deal Value in Escrow remains held by the Escrow Partner and will be administered according to these Terms once performance can resume. If a Force Majeure Event makes measurement impossible, Clause 8.4 applies.

24.4 If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Deal and Escrow will be administered on a fair and proportionate basis having regard to work actually performed.

25.1 "Confidential Information" means non-public information disclosed by one party to the other, including business plans, pricing, user data, Deal terms, deal flow, detection methodologies, algorithms, verification systems, source code, and any information marked confidential.

25.2 The receiving party will keep Confidential Information confidential, use it only to perform under these Terms, protect it with no less than reasonable care, and not disclose it except to personnel and advisers who need it and are bound by equivalent obligations.

25.3 Detection methodology is Confidential Information. #club does not disclose how Inauthentic Audience is detected, and will not do so in the course of any review under Clause 15.4.

25.4 Exclusions. Information that is public through no fault of the receiver, already lawfully known, independently developed, or lawfully received from a third party without restriction; and disclosure required by law, regulation, court order, the Data Protection Board, or a third-party platform's lawful request, with prompt notice where legally permitted.

25.5 Confidentiality obligations survive termination for three (3) years, and indefinitely in respect of trade secrets and personal data.

26.1 Governing law. These Terms and any Deal are governed by the laws of India.

26.2 Tier 1 - Grievance redressal. Before commencing any proceeding, the aggrieved party must raise the dispute with the Grievance Officer under Clause 27 and allow fifteen (15) days for resolution. This condition precedent does not apply where urgent interim relief is required to prevent irreparable harm or the dissipation of funds.

26.3 Tier 2 - Arbitration. Any dispute not resolved under Clause 26.2, and any dispute between a User and #club, will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996: by a sole arbitrator appointed by #club, provided that where a User objects to #club's appointee on grounds of independence or impartiality the appointment will be made by mutual agreement; with the seat and venue at Hyderabad, Telangana; conducted in English; with the award final, binding and enforceable in any court of competent jurisdiction; and with costs in the arbitrator's discretion.

26.4 Small-claims tier. Where the amount in issue does not exceed Rs50,000, the parties will attempt resolution through a simplified written process before a sole arbitrator, on documents only, each party bearing its own costs, unless the arbitrator considers a hearing necessary.

26.5 Courts. Subject to Clauses 26.2 to 26.4, the courts at Hyderabad, Telangana have exclusive jurisdiction.

26.6 Class actions waived. To the extent permitted by law, disputes are resolved individually, and you will not participate in any class, collective, consolidated or representative proceeding.

26.7 Limitation. Any claim must be brought within one (1) year of the event giving rise to it, or it is permanently barred, to the extent permitted by law.

26.8 Disputes between Users. Disputes between a Brand and a Creator are between them. #club will facilitate under Clause 10 but is not a party. Users may nonetheless be joined to a proceeding where #club's determination or Escrow administration is directly in issue.

27.1 In compliance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Digital Personal Data Protection Act, 2023, #club has appointed a Grievance Officer: Manish Maryada, reachable at support@hashtagclub.co.

27.2 Service levels. The Grievance Officer will acknowledge a complaint within forty-eight (48) hours of receipt and resolve it within fifteen (15) days of receipt.

27.3 Complaints relating to personal data are additionally governed by the Privacy Policy.

27.4 You must provide your registered email address, the nature of the complaint, supporting material, and the relief sought. Anonymous complaints may not be actionable.

27.5 Escalation. A User dissatisfied with the Grievance Officer's resolution may proceed under Clause 26.

27.6 Lawful requests. #club will act on lawful requests from the Government, courts, the Data Protection Board, the CCPA, ASCI or other competent authorities within the timelines prescribed by law, including the timelines in the IT Rules, 2021.

28.1 Notices. #club may give notice by email to your registered address, by in-app notification, by notification on the Platform, or by post. Notice is deemed given on transmission if by email and not bounced; on display if in-app; and five (5) Business Days after posting if by post. You must keep your contact details current, and notice to your last recorded address is valid notice.

28.2 Amendments. #club may amend these Terms at any time. For material changes, #club will give not less than fifteen (15) days' notice by email and in-app notification before the change takes effect. Continued use after the effective date constitutes acceptance; if you do not accept the amended Terms you must stop using the Platform and may close your Account. Amendments do not apply retrospectively to a Deal already reserved - the Terms and Deal Brief in force at Reservation govern that Deal.

28.3 Severability. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remainder continues in full force. Where a restraint under Clause 12 or 17 is held void under section 27 of the Indian Contract Act, 1872, the associated fee and debt obligations survive to the maximum extent permitted.

28.4 No waiver. Failure or delay in enforcing any right is not a waiver. A waiver of one breach is not a waiver of any other. Waivers must be in writing.

28.5 Assignment. You may not assign, transfer, sublicense or charge these Terms or any right under them. #club may assign these Terms to an Affiliate, or to a successor in connection with a merger, reorganisation, incorporation, sale of assets or change of control, on notice to you. Incorporation of #club as a company, and assignment of these Terms to that company, is expressly permitted and requires no further consent.

28.6 Third-party rights. A person who is not a party has no rights under these Terms, except that the Escrow Partner may rely on Clauses 6.1, 21.5, 22 and 23.

28.7 Entire agreement. The Agreement constitutes the entire agreement between you and #club in respect of its subject matter and supersedes all prior discussions, representations and understandings. No Brand or Creator may rely on any statement made by #club that is not recorded in the Agreement.

28.8 Independent contractor. Nothing creates an employment, agency, partnership or joint-venture relationship. See Clause 6.2.

28.9 Survival. Clauses identified in Clause 20.4 survive termination.

28.10 Electronic execution. These Terms may be accepted electronically. Clicking "I agree", registering, or using the Platform constitutes execution and is as effective as a signature under the Information Technology Act, 2000.

28.11 Language. These Terms are in English. Any translation is for convenience and the English version prevails.

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