Brand Client Master Service Agreement

Section 1. Statutory Authority and Formation of Contract.

1.1. This Master Service Agreement is established under the jurisdiction of the Indian Contract Act, 1872, and is executed electronically in accordance with Section 10A of the Information Technology Act, 2000.

1.2. By submitting a campaign brief via the Linkwise Media digital portal, issuing a formal Statement of Work (SOW), or remitting payment for an agency invoice, the Brand Client manifests absolute assent to the terms herein. This agreement governs all present and future engagements between the Brand Client and Linkwise Media.

Section 2. Scope of Services and Agency Role.

2.1. Linkwise Media operates strictly as a media procurement, talent management, and asset engineering intermediary. The Agency’s primary obligation is to source vetted digital creators, facilitate the creation of user-generated content (UGC), and secure commercial licensing rights on behalf of the Brand Client.

2.2. The Brand Client acknowledges that Linkwise Media is not a traditional advertising platform, nor does it control the algorithmic distribution of third-party networks (e.g., Meta, Google, TikTok).

Section 3. Disclaimers of Warranties and Limitation of Liability.

3.1. Linkwise Media makes no representations, warranties, or guarantees, express or implied, regarding specific Return on Ad Spend (ROAS), algorithmic performance, sales volume, Cost-Per-Click (CPC), or specific consumer conversion metrics. The Brand Client assumes all financial risk regarding the commercial performance of the delivered media assets.

3.2. Exclusion of Third-Party Media Spend: The Brand Client explicitly acknowledges that Linkwise Media shall not be held liable for, nor obligated to refund, any digital advertising budgets, media spend, or platform fees lost due to algorithmic changes, account suspensions, or the unauthorized deletion of whitelisted assets by a defaulting Creator.

3.3. Under no circumstances shall Linkwise Media’s aggregate, cumulative liability for any claims, losses, or damages arising out of this Agreement exceed the total Agency Commission actually retained by Linkwise Media (excluding creator payouts and ad spend) for the specific Statement of Work giving rise to the claim.

Section 4. Financial Terms, Advances, and Tiered Kill Fees.

4.1. Linkwise Media requires upfront Milestone Advances or a Secured Booking Deposit prior to the legal activation of any Creator. Linkwise Media does not operate as a licensed financial escrow agent; funds are held as advance commercial retainers.

4.2. Tiered Kill Fees: The Brand Client acknowledges that Linkwise Media legally locks in Creators upon campaign approval. If the Brand Client cancels a Statement of Work for convenience, the following tiered Kill Fees shall apply to cover sunk operational costs and Creator labor:
    (a) Pre-Production Cancellation (Cancelled after Creator selection, but before the Creator receives the product or shoots the footage): The Brand Client shall pay a 15% Kill Fee based on the total campaign budget to cover Agency administrative and talent-hold costs.
    (b) Post-Production Cancellation (Cancelled after the Creator has shot the raw footage, regardless of Brand publication): The Brand Client acknowledges that the operational labor is complete. The Brand Client shall be responsible for 100% of the contracted Creator payout and 100% of the Agency Commission. The Brand Client shall retain full commercial licensing of the raw assets produced, even if they choose not to utilize them as advertisements.

4.3. Late Payments: Any invoices not paid within the mutually agreed timeframe shall accrue a late penalty interest of 1.5% per month (18% per annum) until the balance is fully settled. Linkwise Media reserves the right to suspend all active SOWs and withhold the transfer of commercial IP licenses until all outstanding invoices are cleared.

Section 5. Brand IP and Regulatory Indemnification.

5.1. The Brand Client warrants that all provided scripts, trademarks, product claims, and intellectual property do not infringe upon any third-party rights and strictly comply with the Consumer Protection Act, 2019, and the Advertising Standards Council of India (ASCI) guidelines.

5.2. The Brand Client agrees to fully indemnify, defend, and hold harmless Linkwise Media and its contracted Creators from any legal actions, regulatory fines, consumer lawsuits, or third-party claims arising from the Brand Client's physical products, provided IP, or mandated advertising claims.

Section 6. Approval Protocols and Deemed Acceptance.

6.1. Upon delivery of the raw media asset, the Brand Client shall have forty-eight (48) hours to review and request revisions. Revisions are strictly limited to errors made by the Creator that deviate from the original, mutually approved creative brief.

6.2. If no written feedback or revision request is provided within this 48-hour window, the asset shall be legally deemed accepted and approved, triggering the release of final Creator payouts. Any revision requests introduced outside the scope of the initial creative brief shall be billed as a new, separate Statement of Work.

6.3. Locked Creative Brief: Once a Statement of Work and the accompanying creative brief are mutually approved, the creative parameters are locked. Any subsequent alterations requested by the Brand Client prior to shooting (including script changes, location shifts, or different product requirements) that require the Creator to expend additional pre-production labor shall incur a 'Scope Change Fee' of 15% of the total Creator payout.

Section 7. Agency-Funded Enforcement and Creator Default.

7.1. In the event a Creator materially breaches their agreement (e.g., theft of product, ghosting, unauthorized deletion of deliverables), Linkwise Media shall deploy its internal legal resources to enforce compliance at zero additional billable cost to the Brand Client. This Agency-funded enforcement includes issuing formal Cease & Desist notices, digital IP takedowns, and demands for restitution.

7.2. However, the Brand Client acknowledges that Linkwise Media reserves the sole operational discretion to cap or terminate prolonged civil litigation against a Creator if the legal expenditure exceeds the viable recovery amount.

7.3. The Brand Client's absolute and immediate remedy for Creator default shall be the Agency's deployment of a Replacement Creator of equal or greater tier, ensuring the Brand's ad campaign experiences minimal loss of operational momentum.

Section 8. Strict Non-Circumvention and Finder's Fee.

8.1. The Brand Client acknowledges that the vetted Creators introduced by Linkwise Media constitute highly valuable, proprietary business assets of the Agency.

8.2. For a period of twelve (12) months following the completion of any campaign, the Brand Client agrees not to directly or indirectly solicit, negotiate with, or remit payment to any Creator specifically introduced by Linkwise Media without routing the engagement through the Agency.

8.3. In the event of a direct engagement that circumvents the Agency, the Brand Client agrees to remit to Linkwise Media a "Finder’s Fee" equal to the standard Agency Commission that would have been applicable to that transaction had it been properly routed. This clause does not apply if the Brand Client possessed a documented, pre-existing commercial relationship with the Creator prior to Linkwise Media's introduction.

Section 9. Dispute Resolution and Mandatory Arbitration.

9.1. Any dispute, controversy, or claim arising out of or relating to this agreement shall be referred to and finally resolved by a sole arbitrator appointed by mutual consent of the parties.

9.2. The arbitration shall be conducted digitally. The exclusive seat and venue of arbitration shall be Ranchi, Jharkhand, and the competent courts of Jharkhand shall possess exclusive jurisdiction over any supervisory legal proceedings or interim relief applications. The Brand Client explicitly waives any objection to this jurisdiction based on the doctrine of forum non conveniens.

Section 10. Integration, Independent Counsel, and Informed Assent.

10.1. Hierarchy of Documents: In the event of any conflict, ambiguity, or inconsistency between the terms of this Master Service Agreement and any individual Statement of Work (SOW), Purchase Order, or brand-supplied vendor agreement, the terms of this Linkwise Media Master Service Agreement shall strictly prevail.

10.2. Independent Counsel and Informed Assent: The Brand Client expressly acknowledges that they are a sophisticated commercial entity, that they have been provided ample opportunity to have this Agreement reviewed by independent legal counsel prior to acceptance, and that they fully understand the financial and legal obligations contained herein. The Brand Client waives any defense of claiming a lack of understanding or failure to review the terms.

Section 11. Cryptographic Security, Execution, and Notice.

11.1. Legal Tech Infrastructure: All formal Statement of Work (SOW) agreements and binding commercial deliverables shall be executed utilizing Zoho Sign or equivalent enterprise-grade cryptographic platforms. All executed agreements are secured as cryptographically hashed PDFs bearing the Linkwise Media custom digital SVG seal, ensuring immutable document integrity.

11.2. Authorized Signatory: All official agency contracts, licensing agreements, and financial covenants are exclusively authorized and governed by M. Ahmad, Founder & Authorized Signatory of Linkwise Media.

11.3. Official Communication Hub: All formal legal notices, dispute resolutions, and compliance communications must be routed exclusively through legal@linkwisemedia.in to be legally recognized and served.