GRAPHY CONTENT CREATOR PROGRAM TERMS AND CONDITIONS

Graphy Content Creator Program (“Content Creator Program/Program”) is made available to you
(“You”, “Your”/ “Content Creator”) through our platform, available on
https://graphyapp.page/home (“Platform/Graphy Platform”). Reference to the term “Content
Creator” shall include any individual, or entity selected by Graphy to participate in the Content
Creator Program.
When we speak of “Graphy”, “we”, “us”, and “our”, we are referring to Graphy Labs Private
Limited, Private Limited – a company incorporated in India and its affiliates.
Access to and participation in our Content Creator Program is subject to the following terms and
conditions (“Content Creator Terms/Program Terms”). By participating in our Content Creator
Program, You acknowledge that You have read, understood, and agree to be legally bound by the
terms and conditions of these Content Creator Terms along with Graphy’s Terms of Service, Privacy
Policy and any other terms and conditions updated on the Platform or communicated to You from
time to time (“Platform Terms”). These Content Creator Terms, Platform Terms and any other
agreement or arrangement as may be communicated to you in writing (emails included) collectively
form your agreement with Graphy in respect of your association with us as a Content Creator
(“Content Creator Agreement”). Please take the time to read our Platform Terms. If You do not
agree to any, then please do not participate in our Content Creator Program or use our service.
Capitalized terms not defined in these Content Creator Terms shall have the meaning set forth in our
Platform Terms.
We may change these Content Creator Terms from time to time and will post any changes on the
Platform or notify You via email, at our option, as soon as such changes are in effect.
1. Eligibility and Participation:
1.1. To be selected to participate in the Content Creator Program–
1.1.1.You must be at least 18 years of age.
1.1.2.You must provide any details as may be requested by Graphy, such as your name, and
address at the time of registration or requested by Graphy.
In the event a Content Creator may be a student, pursuing higher education at the time of
registering for the Program, such Content Creator shall be referred to as a student fellow
(“Student Fellow”).
2. Scope of Service:
2.1. The Content Creator shall, during the Term of their engagement with Graphy, create
audio-visual content in accordance with the timelines provided by Graphy(“Content”) and
upload it from their user page (“Page”) on the Graphy Platform and any other deliverables as
per deliverable emails sent by Graphy, subject to these Program Terms.
2.2. The Content Creator shall promote Content uploaded by them on the Graphy Platform through
posts on social media channels owned and operated by them, including but not limited to
Instagram, FaceBook, LinkedIn, and Twitter (“Posts”), as per the instructions communicated by
the Graphy through emails.
2.3. The Content Creator agrees and acknowledges that the Content so created shall be hosted on the
Graphy Platform for 1 (one) year from the date of uploading it on the Platform (“Period”). The
Content Creator shall not delete his/her profile and/or the Content from the Platform during the
Period. This is a material provision of the Agreement.
2.4. In addition to the above, a Student Fellow shall host the Content created by them exclusively on
the Platform for 1 (one) year from the date of uploading such Content on the Platform
(“Exclusivity Period”). The Student Fellow agrees that he/she shall not delete his/her profile
 and/or the Content from the Platform during the Exclusivity Period. This is a material provision
of the Agreement. Further, the Student Fellow shall not use, license or reproduce the Content on
any other platform, whether online or offline, at any point in time during the Exclusivity Period,
except as may be permitted by Graphy in writing.

3. Obligations of the Content Creator

3.1. Content Creator agrees to create, develop and upload the Content on the Platform, as may be
specified by Graphy, in accordance with the delivery schedule as may be communicated by the
Graphy over emails. This is a material provision of the Agreement.
3.2. The Content Creator is required to provide the Content in such form, format and design suitable
to Graphy’s Platform.
3.3. The Content Creator shall prepare a note providing details of the topics on which they will be
preparing Content to be uploaded on Graphy’s Platform(“Concept Note (s)”). The Content
Creator shall be required to share the Concept Note in the form as may be required by Graphy,
which shall be communicated to the Content Creator.
3.4. Graphy may approve the Concept Note or offer suggestions or instruct the Content Creator to
make changes to the format or topics (“Feedback”). The Content Creator shall incorporate the
Feedback provided by Graphy during the preparation of the Content. The Content Creator shall
be responsible for any revisions to be incorporated into the Content and shall be solely liable
for the same. Any Content that is rejected by Graphy for not being in accordance with the
Feedback shared, shall not be considered for the Consideration payable under this Agreement.
3.5. Content Creator shall be responsible for all the expenses which may be incurred in connection
with the creation of the Content or activities related to the promotion of Posts which shall
include but not be limited to the internet connection, procurement of books or research material,
travel cost etc. and at no point in time shall Graphy shall not be liable to reimburse to the
Content Creator any such expense unless the same are pre-approved by Graphy in writing.

4. Ownership Rights
4.1. It is understood and agreed by the Content Creator that the Content developed by the Content
Creator shall, at all times be owned by the Content Creator and any and all liability with regard
to the Content shall be that of the Content Creator.

5. Consideration
5.1. The Content Creator shall be paid an amount of Rs. 15,000/- (Rupees Fifteen Thousand only
exclusive GST per month (“Consideration”), subject to the terms of this Content Creator
Agreement.

5.2. However, the Consideration shall be subject to deduction of TDS and other deductions as may
be applicable as per applicable law and Graphy and Content Creator shall be responsible for its
own individual taxation obligations under applicable law.

6. Payment Terms
6.1. Payment shall be made against all undisputed invoices within 30 (thirty) days of receiving the
invoice by Graphy. The invoice shall be raised by the Content Creator.

6.2. Content Creator agrees that all payments made by Graphy shall be subject to any deductions
according to any guidelines and/or penalty structures and any penalties, if any, which may be
communicated by Graphy in advance.
6.3. The Content Creator agrees and confirms that the Consideration payable is sufficient for the
performance of services by the Content Creator under these Program Terms.

6.4. All payments made under this Agreement shall be exclusive of Goods and Services Tax
(“GST”) as may be applicable unless expressly specified otherwise. However, it shall be subject
to deduction of Tax Deducted at Source (“TDS”) and other deductions as may be applicable as
per Applicable Law and the Content Creator shall be responsible for his/her own individual
taxation obligations under applicable law.

6.5. In case the Content Creator falls under the registration criteria of GST, then Content Creator
shall get the registration done and provide the registration details to Graphy. Graphy shall not
be liable for any tax liability/penalty/interest arising on Content Creator due to non-registration
under GST.

6.6. In the event Content Creator is not liable to charge GST under the GST law or is unregistered
under GST law, Graphy shall assume that the Consideration payable shall not have applicability
for the GST component. However, at all times the liability for paying GST will be with the
Content Creator.

7. Representations and Warranties

7.1. You represent and warrant that the Content and Posts created by you:
7.1.1.does not invade any individual’s right to privacy or publicity;
7.1.2.shall be original, error-free, accurate and based on qualitative research and analysis;
7.1.3.shall not be misleading, defaming, and deceptive or contain any matter which the
Content Creator does not have authority, power and right to use or exploit thereunder;
7.1.4.does not contain material that is unlawful, obscene, defamatory, pornographic, indecent,
lewd, harassing, threatening, harmful, abusive, inflammatory or otherwise
objectionable;
7.1.5.does not violate the intellectual property right of any third party;

7.2. You represent that you have the requisite capacity and authority to enter into and perform
obligations under this Agreement.
7.3. You are at least eighteen (18) years of age.
7.4. You have reviewed and understood these Program Terms and agree to be bound by its terms.
7.5. Your acceptance of these Program Terms and participation in the Content Creator Program will
not violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order,
judgment, or decree applicable to you or binding upon Your assets or properties, (iii) any
provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other
obligations, contractual or otherwise, with/to any person, or entity.

8. Indemnification
8.1. You shall indemnify and hold harmless Graphy and its successors and assigns and all of their
respective officers, directors, subsidiaries, affiliates, agents and employees against any and all
damages, claims, losses, demands, actions, causes of action, suits, litigation, costs and expenses
(including, without limitation, reasonable attorneys’ and consultants’ fees), asserted against,
suffered or incurred and arising out of, resulting from or relating to:
8.1.1. Any breach of the representations and warranties, obligations, covenant, or
undertaking of the Content Creator contained in these Program Terms;
 8.1.2. Any liabilities (including contingent liabilities, whether or not known or contemplated
at the time of execution of this Agreement) of the Content Creator, due to negligence
or wilful misconduct by the Content Creator; and/or
8.1.3. Any pending or threatened claims against the Content Creator.
8.1.4. Violation of any applicable laws;
8.1.5. Infringement of any third party intellectual property rights

9. Events of Default
9.1. The occurrence of any one or more of the following events shall constitute an “Event of
Default” under these Program Terms:
9.1.1. The Content Creator fails to submit Concept Notes, adhere to the time-lines
communicated and pre-determined topics discussed therein as per the email
communication with Graphy and/or fails to notify and receive written approval from
Graphy regarding any modifications to the Concept Note relating to the Content;
9.1.2. The Content Creator fails to observe or perform any of its obligations/deliverables as
per the instructions communicated by Graphy through emails;
9.1.3. Graphy in its sole discretion, reasonably deems that the Content and/or any other
materials delivered by the Content Creator to be unacceptable in form and substance
and thereafter, communicates the same to the Content Creator via writing to make the
changes therein to the reasonable satisfaction of Graphy, then in the event, the
Content Creator fails to deliver fully revised and corrected Content and/or other
materials delivered by the Content Creator within the duration mentioned in the
written notice;
9.1.4. The Content Creator fails to observe or perform any of its obligations contained in
this Content Creator Agreement (including under clauses 9.1.1 to 9.1.3), and such
failure continues un-remedied for a period of 5 (five) days after written notice has
been given to the Content Creator by Graphy, or if such failure is not reasonably
capable of being remedied within such period of 5 (five) days to be determined at
Graphy’s sole discretion;
9.1.5. The Content Creator does not submit the documents and proofs as requested by
Graphy within the prescribed timeline.
9.1.6. Breach of any representation or warranty made by the Content Creator in these
Content Creator Terms;
9.1.7. Breach of clauses 2.3 and 2.4 of these Content Creator Terms;
9.1.8. Violation of any applicable laws;
9.1.9. Content Creator makes any statement that hurts religious sentiments, is political in
nature is against or discriminatory or defamatory towards any individual, caste,
religion or sex or engages in any activity that is of similar nature or has a similar
effect.
9.1.10. Engage in unethical practices which shall include but not be limited to unethically
optimizing views, making unapproved statements about Graphy or its affiliates, its
representatives, Content Creator’s experience etc;
9.1.11. Engage in any kind of activities that will have a negative effect on other Content
Creators, users of the Platform or Graphy and its affiliates.
9.1.12. Breach of any other applicable policies and terms and conditions as communicated by
Graphy and/or made available on the Platform (including the Platform Terms.
9.2. Upon the occurrence of any one or more Events of Default, the Content Creator agrees that
Graphy shall have the right to enforce any and all rights and remedies available to them under
Program Terms and any appropriate judicial proceedings, including, but not limited to, other
legal or equitable remedies, available under applicable law.
9.3. Each right, remedy, and power granted to Graphy under these Program Terms shall be
cumulative and in addition to any other right, remedy or power not specifically granted in this
Content Creator Agreement or now or hereafter existing in equity, at law, by virtue of statute or
otherwise, may be exercised by Graphy from time to time, concurrently or independently, and
as often and in such order as Graphy may deem expedient.

10. Term and Termination

10.1. These Content Creator Terms, and/or any terms as may be communicated to You in writing
(emails included) are effective upon your registration to the Content Creator Program and shall
remain in effect for a period of one month or two months as may be communicated by Graphy
to you through email (“Term”).
10.2. Graphy shall have the right to terminate this Agreement immediately upon the occurrence of
any “Event of Default” as provided under clause 9.
10.3. Either party may terminate their engagement under these Program Terms by giving the other
Party a prior written notice of 7 days.
10.4. The Parties may mutually terminate the Agreement at any time with or without notice period on
a date that is mutually agreed between the Parties.
10.5. Notwithstanding anything contained herein, depending on the severity of the issue, Graphy
may, at its sole discretion, choose not to terminate the Content Creator Agreement for the
breaches as laid down in clause 10.2 and may instead impose penalties as given under clause 12
or waive off the requirement of penalties with a warning(s).
11. Consequences of Termination:
11.1. If the engagement with the Content Creator is terminated for any of the above-mentioned
reasons in such cases, Graphy reserves the right, in its sole discretion, to:
11.1.1. withhold or stop any and all payments that are to be made to the Content Creator and
evaluate the Consideration payable. Payments shall only be made for all legitimate
work that is not the subject matter of any violation or dispute.
11.1.2. Payments shall not be made for the work that is the subject matter of any of the
copyright infringement breaches.
11.2. The Content Creator shall be required to pay a penalty, as applicable, set out in clause 12 within
15 days of being notified in that regard.
11.3. All pending payments, as payable, shall be paid to the Content Creator. Notwithstanding the
above, payments shall only be made for all legitimate work that is not the subject matter of any
violation or dispute and payments shall not be made for the work that is the subject matter of
any breach by the Content Creator as alleged by Graphy.
11.4. Termination of the Agreement shall be without prejudice to all the rights and remedies under
Applicable Law available to the Parties, including the right to seek, as an alternative to
termination, specific performance of obligations under the Agreement or seek losses for the
breach committed by any Party during the period prior to such termination or termination of
this Agreement without sufficient days’ notice required as per terms of this Agreement.
11.5. The expiry or termination of this Content Creator Agreement shall not relieve any Party of any
accrued rights prior to the date of expiry or termination.
11.6. In the event that a warning has been issued by Graphy where it chooses not to terminate, any
subsequent breach by the Content Creator shall be treated as a fresh one entitling Graphy to
exercise any or all of its rights under the Program Terms.

12. Penalties:
12.1. In the event, the termination events set out under clause 10.2 occur, the Content Creator shall be
liable to pay a penalty of up to 100% of the total Consideration paid or payable during the Term
pursuant to this Content Creator Agreement as may be determined by Graphy in its sole
discretion.
12.2. The Content Creator agrees that such penalty is a reasonable levy for the breaches under this
Agreement.
13. Governing Law and Jurisdiction:
Your Content Creator Agreement shall be governed by and construed in accordance with the
laws of India, without reference to principles of conflict of laws and the courts in Bangalore
shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation
to, this Agreement.

14. General Provisions:

14.1. Assignment: Graphy may assign this Content Creator Agreement and its rights and obligations
hereunder to any third party at its sole discretion. This Content Creator Agreement and all
rights and obligations hereunder shall not be assigned by the Content Creator at any point of
time.
14.2. Confidential Information: All Confidential Information provided by Graphy to the Content
Creator under these Program Terms shall be subjected to the highest standard of confidentiality
and will only be used for the performance of the services under these Program Terms. The
Content Creator agrees that in the event of any breach of the confidentiality obligations under
these Program Terms in addition to any other remedies at law or in equity, Graphy shall be
entitled to equitable relief, including injunctive relief and specific performance. Confidential
Information shall mean and include (i) the terms of this Agreement; (ii) oral and written
information disclosed by Graphy to the Content Creator; any data, material, business or
employee information, papers, records, files, correspondence and communication sent,
exchanged or disclosed by Graphy to the Content Creator in the course of the services and any
information that is not available in the public domain (“Confidential Information”).
14.3. Modification, Amendment or Termination: Graphy may, in its sole discretion, modify or
revise these Content Creator Terms, and You agree to be bound by such modifications or
revisions. Graphy shall endeavour to notify you of any changes/amendments to these Program
Terms in advance.
14.4. Force Majeure: Graphy shall not be liable for failure to perform, or the delay in performance
of, any of its obligations if, and to the extent that, such failure or delay is caused by events
substantially beyond its control, including but not limited to acts of God, acts of the public
enemy or governmental body in its sovereign or contractual capacity, war, terrorism, floods,
fire, strikes, epidemics, civil unrest or riots, power outage, and/or unusually severe weather.
14.5. No Agency: The relationship between Graphy and Content Provider shall be on principal to
principal basis, and nothing in this Agreement makes either Party the agent or legal
representative of the other Party for any purpose
14.6. Miscellaneous: If any part of these Content Creator Terms is found to be unlawful, void or
unenforceable, that part of these Content Creator Terms will be deemed severable and will not
affect the validity and enforceability of any remaining provisions. Any notice required to be
 given in connection with the Platform shall be in writing and sent to the registered office of
Graphy. We do not guarantee continuous, uninterrupted or secure access to the Platform, and
the operation of the Platform may be interfered with by numerous factors outside our control.
Headings are for reference purposes only an in no way define, limit, construe or describe the
scope or extent of such section. Our failure to act with respect to any breach by you or others
does not waive our right to act with respect to subsequent or similar breaches.

15. Contact Us:

If You have concerns or queries regarding the Content Creator Terms, You may write to us by
email at legal@graphy.com or by post to:
Graphy Labs Pvt Ltd
Maruti Infotech Centre, 5th Floor, A-Block,
Domlur, Koramangala Inner Ring Road,
Bangalore- 560 071, Karnataka, India.

Version 1.0
Updated on 23rd January 2023