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Mutual Indemnity Agreement

A binding, reciprocal indemnity: the Enterprise Client and its associates protect Oye Creators, our partners and our creators — and the same protection runs the other way. Incorporated into the Enterprise Client Terms and the Creators Agreement.

1. Parties & Incorporation

This Mutual Indemnity Agreement ("Agreement") is entered into between TTL Media Private Limited, operator of the Oye Creators platform ("Oye Creators", "we", "us"), and each Enterprise Client that accesses or uses the platform or our services ("Client", "you"). It applies equally to each content creator who accepts a campaign through the platform ("Creator").

This Agreement is incorporated by reference into, and forms an integral part of, the Enterprise Client Terms & Conditions, the Creators Agreement and the Terms of Service. By creating an account, submitting a campaign brief, accepting a campaign, or otherwise using the platform, each party accepts and is bound by this Agreement. No separate signature is required, although we may require a counter-signed copy for enterprise engagements.

2. Definitions

  • Associates: in relation to a party, its holding companies, subsidiaries and affiliates, and its and their directors, officers, employees, agents, consultants, contractors, subcontractors, media and creative agencies, distributors, franchisees, resellers and any other person acting for or on behalf of that party, whether or not that person is itself a registered user of the platform.
  • Client Group: the Client together with its Associates.
  • Oye Indemnified Persons: Oye Creators, TTL Media Private Limited, their holding companies, subsidiaries and affiliates, their respective directors, officers, employees and agents, and our Partners.
  • Partners: our technology, payment, distribution, hosting, analytics and channel partners, and any platform or intermediary through which a campaign is delivered.
  • Creator Indemnified Persons: each Creator participating in the relevant campaign, and that Creator's authorised representatives.
  • Client Indemnified Persons: the Client, its Associates, and their respective directors, officers and employees.
  • Claim: any legal suit, claim, demand, action, cause of action, counter-claim, prosecution, arbitration, regulatory proceeding, statutory notice, investigation or complaint brought by any third party, regulator, authority or court, whether civil, criminal, administrative, quasi-judicial or arbitral.
  • Losses: all judgments, decrees, awards, settlements, damages, compensation, fines, penalties, interest, costs of compliance or corrective action, and reasonable advocate, counsel and professional fees actually incurred, together with the costs of defending a Claim.
  • Campaign Content: any post, reel, story, short, video, image, caption, audio, livestream or comment created, published or scheduled in connection with a campaign.
  • Client Materials: briefs, creative assets, trademarks, logos, product claims, scripts, mandated copy, offers, pricing, hashtags, landing pages, samples, products and any other material supplied, mandated or approved by the Client Group.

3. Indemnity by the Client — protecting Oye Creators, our Partners and Creators

The Client shall, at its own cost, defend, indemnify and hold harmless the Oye Indemnified Persons and the Creator Indemnified Persons from and against any and all Claims and Losses arising out of, in connection with, or attributable to the use of the platform or our services by the Client or any of its Associates, or to any act or omission of the Client Group, including:

  1. Client Materials, including any allegation that they infringe or misappropriate a trademark, copyright, design, patent, trade secret, publicity or personality right;
  2. any product claim, performance claim, health claim, comparative claim, price, discount, guarantee, warranty or offer specified, mandated or approved by the Client Group, including its accuracy, substantiation and legality;
  3. the Client's products or services themselves, including defect, contamination, injury, loss, non-delivery, unavailability at the advertised location, or failure to honour an advertised offer;
  4. breach of advertising law or self-regulatory codes, including the Advertising Standards Council of India Guidelines for Influencer Advertising in Digital Media, the Consumer Protection Act, 2019, and the Central Consumer Protection Authority guidelines on misleading advertisements and endorsements;
  5. sector-specific requirements applicable to the Client's category, including SEBI requirements for securities-related communication, RBI requirements for regulated financial products, the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954, and food, health, alcohol, tobacco, gaming and real-estate advertising rules;
  6. any instruction issued by the Client Group that requires a Creator to omit a mandated disclosure, make an unsubstantiated or prohibited claim, or otherwise act in breach of applicable law or platform policy;
  7. use, retention, reproduction, disclosure or onward transfer of Campaign Content, Creator data or audience data beyond the licence, purpose, territory, medium or period permitted by the applicable agreement;
  8. any claim brought by a Creator, or by any authority on a Creator's behalf, arising from the Client Group's conduct, including non-payment, wrongful rejection of deliverables, harassment, or misuse of a Creator's name, likeness or content;
  9. any claim by an Associate, agency or subcontractor of the Client in relation to a campaign, including a claim that it was not authorised or not paid;
  10. breach by the Client Group of applicable data-protection law, including the Digital Personal Data Protection Act, 2023;
  11. non-payment of amounts due under any campaign, including consequential claims by Creators, Partners or authorities.

The Client acknowledges that it remains fully responsible for the acts and omissions of its Associates as if they were its own, and may not avoid this indemnity on the ground that the relevant act was performed by an Associate rather than by the Client directly.

4. Indemnity by Oye Creators — protecting the Client

Reciprocally, and subject to Sections 7 and 8, Oye Creators shall, at its own cost, defend, indemnify and hold harmless the Client Indemnified Persons from and against any and all Claims and Losses arising out of or attributable to:

  1. any allegation that the platform software itself, excluding Client Materials and Campaign Content, infringes a third party's intellectual property rights;
  2. our wilful misconduct, fraud or gross negligence, or that of our employees acting in the course of their employment;
  3. a personal-data breach caused by our failure to implement the security measures described in the Security Policy, to the extent of our responsibility as determined under the Data Processing Agreement and the Digital Personal Data Protection Act, 2023;
  4. our failure to remit to a Creator amounts that the Client has duly paid to us for that purpose;
  5. our breach of an express confidentiality obligation owed to the Client.

If the platform becomes, or in our reasonable opinion is likely to become, the subject of an infringement Claim, we may at our option procure the right to continue using the affected component, modify or replace it so that it is non-infringing, or terminate the affected service and refund pre-paid amounts for the unused period. These are the exclusive remedies for an infringement Claim relating to the platform itself.

5. Indemnity by the Creator — protecting the Client and Oye Creators

Each Creator shall defend, indemnify and hold harmless the Client Indemnified Persons and the Oye Indemnified Persons from and against all Claims and Losses arising out of or attributable to:

  1. Campaign Content created by the Creator, to the extent it infringes third-party intellectual property, including unlicensed music, footage, fonts, artwork or third-party brand assets;
  2. content that is defamatory, obscene, misleading, discriminatory or otherwise unlawful, or that discloses another person's private information without consent;
  3. failure to include the disclosure labels required by the brief, by ASCI guidelines or by the relevant platform's branded-content rules;
  4. claims made by the Creator beyond those authorised in the brief, including improvised statements about efficacy, results, pricing or availability;
  5. misrepresentation of the Creator's identity, location, audience, reach, engagement or eligibility, including the use of purchased or artificially generated followers or engagement;
  6. breach of exclusivity, confidentiality or the permitted use of Client Materials;
  7. any tax, regulatory or employment Claim arising from the Creator's status as an independent contractor, including failure to furnish a valid PAN or accurate declarations under the Tax Deduction Terms for Creators.

6. Benefit of Indemnities & Enforcement

The indemnities given in favour of Partners and of Creator Indemnified Persons are given for their benefit, and Oye Creators holds the benefit of those indemnities on trust for, and as agent of, each such person. Oye Creators may enforce those indemnities on their behalf, and any such person may require Oye Creators to do so. Recovery by Oye Creators on behalf of a beneficiary discharges the Client's obligation to that beneficiary to the extent of the amount recovered and paid over.

Correspondingly, the indemnities given in favour of the Client's Associates are given for their benefit, and the Client holds the benefit of those indemnities on trust for each of them.

No indemnified person is entitled to double recovery in respect of the same Loss.

7. Claim Procedure

  1. Notice. The indemnified party shall notify the indemnifying party in writing without undue delay, and in any event within fifteen (15) days of becoming aware of a Claim, at the address in Section 12. Delay reduces the indemnity only to the extent the indemnifying party is actually prejudiced by it.
  2. Information. The notice shall describe the Claim in reasonable detail and enclose copies of the relevant notices, pleadings or communications received.
  3. Conduct of defence. The indemnifying party may assume conduct of the defence using counsel of reasonable standing, by confirming in writing within fifteen (15) days of the notice that the Claim falls within its indemnity. If it does not, the indemnified party may defend the Claim and recover its reasonable costs under this Agreement.
  4. Participation. The indemnified party may participate in the defence with its own counsel at its own cost, and shall provide reasonable cooperation, documents and access to witnesses.
  5. Settlement. The indemnifying party shall not settle a Claim in a manner that imposes a non-monetary obligation on, admits liability or fault by, or fails to unconditionally release, the indemnified party, without that party's prior written consent, which shall not be unreasonably withheld.
  6. Interim measures. Either party may take steps reasonably necessary to prevent or limit imminent harm, including pausing a campaign or removing content, without prejudice to the indemnity.

8. Exclusions

No indemnity is owed under this Agreement to the extent a Claim arises from:

  • the indemnified party's own breach of the applicable agreement, negligence, wilful misconduct or breach of law;
  • modification of supplied material by the indemnified party, or its combination with other material, where the Claim would not have arisen without that modification or combination;
  • continued use of material after written notice to stop;
  • use of the platform in a manner not permitted by the applicable agreement or documentation;
  • circumstances falling within the force majeure provisions of the applicable agreement.

9. Limitations & Interaction with Liability Caps

The indemnities given by the Client under Section 3 and by a Creator under Section 5 are not subject to the general limitation of liability or liability cap in the applicable agreement, unless that agreement expressly provides otherwise. The indemnity given by Oye Creators under Section 4 is subject to the limitation of liability and the liability cap stated in the applicable agreement.

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

10. Set-off, Withholding & Insurance

Where a Claim is pending and an indemnity is reasonably likely to be owed, we may withhold from amounts otherwise payable to the indemnifying party an amount reasonably estimated to cover the Claim, notified in writing with the basis for the estimate, and shall release any balance promptly once the Claim is resolved.

Enterprise Clients may be required, as a condition of a campaign, to maintain appropriate insurance covering advertising and product liability, and to furnish evidence of such cover on reasonable request.

11. Survival, Governing Law & Dispute Resolution

The obligations in this Agreement survive the expiry, suspension or termination of any account, campaign or agreement, and continue for the period of limitation applicable to the underlying Claim.

This Agreement is governed by the laws of India. Disputes are subject to the dispute-resolution mechanism, seat and courts identified in the Jurisdiction & Governing Law Notice and in the applicable agreement. Each party submits to that forum for the purpose of this Agreement.

12. Notices & Contact

Indemnity notices must be given in writing to TTL Media Private Limited, marked for the attention of the Legal Team, at Support@ttlmedia.in, with a copy to the registered office address published on the Contact page. Notices relating to personal data may additionally be sent to the Grievance Officer identified on the Grievance Redressal page. Notices to a Client or Creator are given to the contact details held on their account.

We may update this Agreement from time to time. Material changes will be notified through the platform or by email, and the "last updated" date above will change. Continued use of the platform after a change takes effect constitutes acceptance of the updated Agreement in respect of campaigns commencing thereafter.

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