Master Service Agreement

Section 1. Statutory Authority, Formation of Contract, and Truth Provision. Section 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. Section 1.2. By submitting the digital application portal and manifesting assent via electronic clickwrap, the creator enters into a binding covenant with Linkwise Media. This agreement governs all subsequent engagements detailed in individual Statements of Work. Section 1.3. The creator warrants that all submitted metrics and audience demographics are entirely organic. The discovery of purchased engagement or fraudulent misrepresentation constitutes a material breach, resulting in immediate termination. Furthermore, the creator explicitly warrants they have attained the age of majority under the Indian Majority Act, 1875. If the creator is a minor, execution of this agreement must be co-signed digitally by a legal guardian. The parties agree that the subsequent routing of financial consideration to a bank account registered under the guardian's name shall constitute irrevocable, ratified consent by said guardian to all terms herein, failing which this agreement shall be void ab initio and all advanced consideration must be returned immediately. Section 1.4. Digital Execution, Identification Assignment, and Presumption of Assent. Upon the creator’s execution of the clickwrap agreement within the intake portal, Linkwise Media shall generate and assign a unique alphanumeric Operational Identification Tag (the “Creator ID”). In accordance with Section 13 of the Information Technology Act, 2000, the dispatch of this Creator ID by the Agency exclusively to the creator’s registered email address shall constitute valid formal service and prima facie evidence of the creator's assent to this Master Service Agreement. While the Agency may utilize secondary channels such as WhatsApp for operational communication, only email transmission shall carry legal weight for the purposes of notice and contract formation. Furthermore, the failure to formally dispute this agreement via written email response within forty-eight (48) hours of the ID's dispatch, or any subsequent commercial use of the Creator ID to accept a campaign brief, shall constitute absolute acceptance by conduct under Section 8 of the Indian Contract Act, 1872. A written notice of rejection referencing the Creator ID submitted via email within the 48-hour window shall immediately void this agreement without penalty.

Section 2. Grant of Rights, Commercial Licensing, and Third-Party Intellectual Property. Section 2.1. Upon submission of any content, the creator grants Linkwise Media a worldwide, sub-licensable, exclusive commercial license for a continuous period of ninety days. Section 2.2. The creator legally warrants that all delivered raw assets are entirely original and contain absolutely zero unauthorized third-party intellectual property, including but not limited to copyrighted background music, trademarked apparel logos, or protected visual media in the background. The creator agrees to fully indemnify and hold harmless Linkwise Media and the brand client against any third-party copyright infringement claims or legal actions resulting from the creator's failure to clear said assets. Section 2.3. This license encompasses the absolute right for Linkwise Media to sub-license these deliverables to the brand client for unrestricted performance advertising, including hosting the raw video on the brand client's proprietary e-commerce storefronts and social media channels.

Section 3. Delivery Requirements and Agency Right of Refusal. Section 3.1. The creator acknowledges that mere submission of a video file does not constitute fulfilled delivery. Delivery is solely contingent upon Linkwise Media's exclusive determination of the asset's strict adherence to the provided brand client creative brief, technical specifications, and general performance advertising standards. Section 3.2. If the submitted content features poor audio-visual fidelity, mispronunciation of brand terminology, or failure to adhere to the provided campaign brief, the creator is legally obligated to provide up to two comprehensive reshoots at no additional cost prior to the disbursement of any pending consideration. Section 3.3. Subjective Brand Rejection and Kill Fee. > The Creator acknowledges that final publication is at the sole discretion of the Brand Client. In the event that the Creator delivers the raw footage strictly adhering to the provided creative brief and technical specifications, but the Brand Client unilaterally elects to cancel the campaign, rejects the footage for subjective aesthetic reasons, or chooses not to proceed with official publication, the Creator shall not be entitled to the full contractual consideration. Instead, the Creator shall be issued a "Kill Fee" equal to fifty percent (50%) of the total agreed-upon payout. Section 3.4. The disbursement of this 50% Kill Fee shall constitute full and final settlement for the Creator's time, labor, and production costs. The Creator expressly acknowledges that the remaining 50% of the consideration is strictly contingent upon the Brand Client’s final approval and utilization of the asset. Upon payment of the Kill Fee, Linkwise Media and the Brand Client forfeit any commercial right to publish or utilize the rejected raw footage.

Section 4. Relationship of the Parties and Scope of Agency Liability. Section 4.1. The creator is engaged strictly in the capacity of an independent contractor. Nothing in this agreement shall be construed to create an employer-employee relationship, a legal partnership, or a joint venture. Section 4.2. The creator acknowledges that Linkwise Media operates solely as a procurement intermediary. Linkwise Media assumes no liability whatsoever for the personal, financial, or professional actions of the creator. Section 4.3. Linkwise Media shall not be held responsible, liable, or required to provide dispute resolution assistance for any creator actions occurring outside the explicit scope of an active Statement of Work, including prior disputes with other entities, external public relations crises, or personal misconduct generating a negative public impression. Should the creator engage in actions causing reputational harm, Linkwise Media reserves the unilateral right to sever all ties and withhold pending disbursements.

Section 5. Product Handling, Assumption of Risk, and Restitution. Section 5.1. In campaigns requiring the physical delivery of brand client merchandise to the creator, the creator assumes the full risk of loss, theft, or damage from the exact moment of receipt. Section 5.2. Linkwise Media shall not be held liable for any defects in the physical products, nor any bodily injury or property damage resulting from the use of said products. Section 5.3. If the creator damages the product through negligence, or breaches this agreement by failing to deliver the required content, the creator is legally obligated to reimburse Linkwise Media for the full retail market value of the product within seven calendar days of written notice.

Section 6. Advertising Whitelisting and Application Programming Interface Mandates. Section 6.1. The creator is compelled to accept all advertising partner requests on Meta Business Manager, TikTok Spark, or Google Ads within twenty-four hours of issuance. Section 6.2. A failure to execute this digital handshake within the prescribed twenty-four-hour window shall incur a daily delay penalty of two thousand Indian Rupees, deducted from the final consideration, barring documented, widespread technical outages of the respective advertising platform's servers. In the event this delay exceeds seventy-two consecutive hours, Linkwise Media reserves the unilateral right to terminate the applicable Statement of Work immediately. Upon such termination, the creator is legally obligated to issue a full refund of any advanced financial investments and reimburse the retail value of all provided merchandise within three business days. Section 6.3. The creator is strictly prohibited from revoking advertising permissions or disconnecting the application programming interface during the ninety-day licensing term.

Section 7. Organic Content Retention Policy and Regulatory Compliance. Section 7.1. The creator is contractually obligated to maintain the initial organic public post on their respective social media feeds. The creator shall not delete, archive, obscure, or alter the privacy settings of the deliverables for a minimum duration of twelve consecutive months following the date of initial publication. Section 7.2. The creator bears sole responsibility for ensuring all published content complies with the Advertising Standards Council of India guidelines and the Consumer Protection Act, 2019, including the clear utilization of paid partnership disclosures.

Section 8. Liquidated Damages, Restitution, and Breach Penalties. Section 8.1. The Parties expressly agree that Linkwise Media possesses a legitimate commercial interest in the strict, timely performance of this Agreement, specifically regarding the preservation of its proprietary brand relationships and the algorithmic momentum of digital ad campaigns. Section 8.2. In the event of a material breach by the creator (including but not limited to unauthorized content deletion, failure to deliver assets, or revocation of advertising access), the creator shall be liable to pay Liquidated Damages. The Parties explicitly acknowledge and agree that calculating the exact mathematical financial loss of a disrupted digital marketing campaign and the resulting reputational damage to the Agency is inherently difficult and complex. Section 8.3. Therefore, pursuant to Section 74 of the Indian Contract Act, 1872, the Parties agree that the requirement to refund all disbursed funds, reimburse the retail cost of provided goods, and pay a predetermined sum of ₹10,000 represents a genuine, negotiated pre-estimate of the actual losses suffered by Linkwise Media, and is not a penalty in terrorem. Section 8.4. In cases of intentional bad faith (defined as the abandonment of communication after the receipt of goods or funds), the creator agrees that a sum equivalent to 200% of the total financial consideration constitutes a reasonable pre-estimate of the brand client's lost return on ad spend and the premium cost of emergency substitute talent procurement. The creator waives any right to challenge this quantification as unconscionable.

Section 9. Dispute Resolution and Mandatory Arbitration. Section 9.1. Any dispute, controversy, or claim arising out of or relating to this agreement, or the breach, termination, or invalidity thereof, shall be referred to and finally resolved by a sole arbitrator appointed by mutual consent of the parties. Should the parties fail to agree upon an arbitrator within fifteen days, the appointment shall be made in accordance with the Arbitration and Conciliation Act, 1996. Section 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 creator explicitly waives any objection to this jurisdiction based on the doctrine of forum non conveniens.

Section 11. Strict Non-Circumvention and Agency of Record. Section 11.1. The creator acknowledges that all brand clients, contacts, and deal flows introduced by Linkwise Media constitute highly valuable, proprietary business assets of the Agency. Section 11.2. For the duration of this Agreement and for a period of twelve (12) months following its termination or expiration, the creator shall not, directly or indirectly, solicit, negotiate with, accept payments from, or enter into any commercial transaction with any brand client introduced by Linkwise Media without the express, prior written consent of the Agency. Section 11.3. Any direct transaction executed between the creator and an introduced brand client during this restricted period shall be legally deemed to have resulted from the Agency's introduction. In such an event, the creator shall be liable to remit to Linkwise Media An amount equal to 200% of the standard agency fee Linkwise Media would have realized from the transaction, serving as liquidated damages and not as a penalty.

Section 12. Cryptographic Security, Execution, and Notice. Section 12.1. Legal Tech Infrastructure: All formal agreements and binding deliverables shall be executed utilizing Zoho Sign or equivalent enterprise cryptographic platforms. All executed agreements are secured as cryptographically hashed PDFs bearing the Linkwise Media custom digital SVG seal. Section 12.2. Authorized Signatory: All official agency contracts and licensing agreements are exclusively authorized and governed by M. Ahmad, Founder & Authorized Signatory of Linkwise Media. Section 12.3. Official Communication Hub: All formal legal notices, dispute resolutions, and compliance communications must be routed exclusively through legal@linkwisemedia.in to be legally recognized.