Influencer Service Agreement

This Influencer Service Agreement (hereinafter referred to as “Agreement”) is made and

entered into on this 7th day of June, 2022 at Mumbai, Maharashtra;

Between

Chatterbox Technologies Private Limited,  a company incorporated under the

Companies Act, 2013 and having its registered office at 1102, 11th floor, Crescent
Royale, Next To Morya House, Opp Infinity Mall, Andheri (w) , Mumbai – 400 053
hereinafter referred to as “Chtrbox”

And

Ronak Qureshi an individual residing at Tavakkal welfare society, Akashwani

Azminagar, AS Noomani road , Near St Methews High School, Land Mark Qureshi
Medical, Malad west , Mumbai 400095, hereinafter referred to as “Influencer”,
‘Chtrbox’ and the ‘Influencer’ shall collectively be referred to as Parties and individually as Party

1. Summary terms:
a. Name of Brand (“Brand”): NY Bae
b. Scope of work deliverables summary (Full Guidelines in Annexure A):  2 Dedicated
YouTube Videos.
c. Fees: INR 45,000/- + Taxes
d. Payment Structure: 100% Payment will be made within 45 working days from
completion of campaign
e. Term of Agreement: From 7th June 2022 to 10th July 2022
f. Exclusivity Applicable (if yes, please specify): Only during the tenure of this
agreement
g. Number of reshoots included: 2
h. Number of feedback rounds included: 2
i. Social media channels used: 1
j. Length that posts must remain publicly available: Perpetuity
k. Content created will be owned by brand: No
l. Brand granted a perpetual license to re-use and/or re-post deliverables: No
m. Out of pocket expenses permitted: No

2. Obligations of Influencer:
The Influencer agrees to:
a. Create and deliver certain deliverables with all specifications, including reports or
other supporting materials, mentioned in Annexure A;
b. Create and share agreed upon deliverables in a timely, professional manner;
c. Create and share quality deliverables to Chtrbox that are on par with their recent
publicly available social media data (or as per defined expectations);
d. Be responsible for complying with all statutory and legal requirements relating to
purpose of this agreement and obtain / obtained necessary registrations, licenses,
approvals and sanctions as required under applicable laws and / or any other
Governmental/ legal formalities to be complied with and other Government laws and
by-laws as are applicable or may become applicable on Influencer from time to time;

Page 1 of 5
 e. Not do anything that may adversely affect or in any way injure the reputation of
Chtrbox or Brand;
f. Not make any false or misleading representations or warranties or commitments or
make any commitments or give any undertaking on behalf of Chtrbox or Brand;
g. Not commit or conspire to commit any illegal, deceptive, misleading, unethical or
improper practice or any other practices that might damage the reputation of Chtrbox
or Brand;
h. Not violate applicable laws and regulations in performing its duties under this
Agreement, including the latest ASCI Guidelines;
i. Not engage in any conduct that shall violate any applicable anti-bribery or anti-
corruption laws or regulations anywhere in the world;
j. Not use any inappropriate or vulgar content unless otherwise preapproved in writing;
k. Not create any content which is likely to hurt religious sentiments of public at large,
or relates to illegal activities, including narcotics. Influencer shall solely be
responsible with respect any and all liability arising out of or related to such Content
and no responsibility and/or liability whatsoever with respect to such Content shall be
borne by Chtrbox or Brand.
l. Undertake to have used the products/services of any brand with which they have
entered into an agreement regarding the promotion and/or review of such brand and
its products/services. In case Influencer has not used the products/services or do not
wish to use the products/services of such brand, Influencer shall not enter into an
agreement with such brand or falsely promote attributes that are unverified.
m. Not post any direct category competition (ie: if Brand is a toothbrush, one cannot post
about another toothbrush but one can post about a toothpaste) for a period of 48 hours
prior to deliverable content going live; and for a period of 72 hours post content going
live;
n. Help the Chtrbox team with timely execution by authenticating your social media
channel with Chtrbox’s campaign management tool or otherwise sharing requisite
insights;
o. Get any additional expenses preapproved in writing, and understand that there is no
coverage for out of pocket expenses unless preapproved in writing;
p. Not use fake followers or fake social media engagement; any such appropriation shall
lead to the breach of this Agreement.
q. Understand and agree that if any of the above stipulations in this Clause 2 are not
met, Chtrbox has the right to appropriately reduce Project Fee and/or terminate
Agreement immediately in cases of extreme violation of any above stipulations.
3. Payments:
a. Influencer shall receive Project Fee of Rs. 45,000/-(Forty Five Thousand Only)
exclusive of GST, if applicable, in accordance with Annexure A to this Agreement.
Chtrbox shall deduct all applicable taxes including tax deducted at source, as per the
statutory requirements. Payments will be made within 45 days from completion of
the campaign. Influencer undertakes to provide debit and credit notes due to
Escalation or Modification of services rendered under this agreement for the variation
amounts which are attached as per Annexure A to settle the Accounts in the Books of
Chtrbox. All supporting documents, invoice, bills etc. including third party bills,
supporting shall be provided to Chtrbox. The Influencer shall comply with all the
compliance requirements under GST law, if applicable. Influencer shall continuously
maintain a high GST compliance rating score as per the GST law.  Chtrbox reserves

Page 2 of 5
 the right to terminate this Agreement if the Influencer fails to achieve/ maintain an
appropriate GST compliance rating score.
b. It is also specifically agreed that if any amount of credit, refund or any other benefit is
denied or delayed to Chtrbox or any penal charge is imposed on the Company due to
any non-compliance by the Influencer; or non-furnishing or furnishing of incorrect or
incomplete documents/ details/ information by the Influencer, then the Influencer is
liable to reimburse the loss which accrues.

4. Termination Terms
In case Chtrbox and Influencer decide to part ways or terminate this agreement, a written
notice of 15 days shall be served on either side. In cases of extreme negligence or breaches of
confidentiality or breaches of representations made in Clause 2, Chtrbox has the right to
terminate this Agreement immediately.

5. Confidentiality
Influencer agrees that Confidential Information shall mean and include any information
disclosed by Chtrbox to the Influencer either directly or indirectly, in writing, orally,
including, without limitation, documents, brand name, samples, media, materials, network
information, configurations, know-how, business and marketing plans, communications and
materials related to the planning, strategy and execution of the obligations of the Agreement.
You will not share this contract with any third party. This contract can only be reshared with
anyone from the Chtrbox team.

6. Relations of the Parties

Influencer shall act as an independent contractor and the relationship between the parties
herein shall be that of principal and independent contractor. Neither party hereto shall have
any right, power or authority whatsoever to incur any liabilities or obligations on behalf of or
binding upon the other party. Nothing set forth herein shall be deemed or construed to render
the parties as joint ventures, partners or employer and employee. Under no circumstances
shall Chtrbox be considered the employer of Influencer or their representatives.

7. Limitation of Liability
Influencer accepts that Chtrbox is an intermediary under the Information Technology Act,
2000 and provides marketing services as an agency between Influencer and the Brand.
Chtrbox nor the Brand shall not be liable to Influencer, whether in contract or in tort or under
any other legal or equitable theory (including strict liability) for any indirect, incidental,
exemplary, punitive, special or consequential damages, including loss of profits, revenue, data
or use or for interrupted communications, incurred by either party in connection with this
Agreement.

8. Intellectual Property Rights

All IPR created in connection with this Agreement including copyright in the content created
by Influencer at the instance of Chtrbox for the purpose of rendering marketing services to the
Brand, shall be owned by such Influencer. For the sake of clarity, Influencer grants all usage
rights & permissions as required that are defined under Clause 1 (Summary Terms) which has
precedence over this clause. Further, Chtrbox shall have the right to reuse the content created
by Influencer on their website and social media platforms for promotional purposes only.

Page 3 of 5
9. Indemnification
Influencer agrees to keep Chtrbox and Brand indemnified against all losses/ damages/ actual
costs which Chtrbox or Brand may suffer solely on account of defaults and negligence, illegal
activities or violation of confidentiality if any for rendering the Services under this
Agreement.

10. Force Majeure

Neither Influencer nor Chtrbox nor Brand shall be held liable or responsible for failure or
delay in fulfilling or performing any term of this Agreement if such failure or delay is caused
by or results from causes beyond the reasonable control of the affected party including but not
limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of
terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances,
acts of God or acts, omissions or delays in acting by any governmental authority or the other
party.

11. Jurisdiction
Any disputes shall be subject to Courts in Mumbai only.

I have read and fully understood this contract and hereby confirm the above by
countersigning below.

Name of Influencer: Ronak Qureshi For Chatterbox Technologies Private Ltd:

Mrunal Dedhia

Date: 07th June, 2022 Date: 07th June, 2022

Page 4 of 5
Appendix A: Scope of Work

(List of deliverables)

2 Dedicated YouTube Videos

Page 5 of 5