Brand Agreement

1.1 This Agreement is between OGROTI, a sole proprietorship based in Bengaluru, Karnataka, India ("OGROTI", "we", "us"), and the business that accepts it through an OGROTI brand account (the "Brand Partner", "you"). Contact: hello@ogroti.net.

1.2 You accept this Agreement in the OGROTI app by ticking the required, unticked checkboxes. The person accepting confirms they are authorised to bind the Brand Partner.

1.3 This Agreement takes effect when you accept it ("Effective Date"). Your brand page goes live, and you can send collaboration requests, once OGROTI has verified your brand.

1.4 The Agreement consists of these terms, the particulars recorded for your brand account, and any separately accepted addendum. Mandatory law prevails over anything inconsistent with it.

• "Platform": OGROTI's website and app.
• "Creator": a content creator with a page on OGROTI.
• "Collaboration": any arrangement between you and a Creator that starts with a request sent through OGROTI, including product reviews, gifting, visits and paid content.
• "Brand Content": your brand name, trademarks, logos, product images, descriptions and other material you supply or approve for your brand page.
• "Confidential Information": non-public information disclosed for this relationship that is reasonably understood to be confidential.
• "Applicable Law": laws applicable to the relevant party and activity, as in force from time to time.

3.1 The Brand Partner must be a lawfully constituted business, and the person accepting must be 18 or over and authorised to act for it. OGROTI may ask for reasonable evidence of authority. A company email address alone is not proof of authority.

3.2 You shall give accurate, current and complete information for your brand account and correct any material change within seven (7) business days.

3.3 OGROTI may verify your brand, ask for reasonable documents (for example registration, GST, FSSAI, trademark use or signatory authority) and approve or decline it on reasonable commercial, security or legal grounds. Accepting this Agreement does not by itself create a right to a brand page or to send requests.

4.1 OGROTI may publish a brand page from approved Brand Content, let you discover Creators and send them collaboration requests, and coordinate Collaborations as described in clauses 6 to 9.

4.2 OGROTI does not sell, stock for sale, accept orders for, collect payments for or provide customer support for your goods or services. Visitors cannot buy your products through the Platform. Payments, if any, between you and a Creator are outside OGROTI unless separately agreed in writing.

4.3 The parties are independent. No employment, partnership, joint venture, franchise or agency arises. Showing your brand or arranging a Collaboration is not OGROTI's certification, endorsement or approval of your products or claims.

4.4 OGROTI does not guarantee any number of Creators, requests accepted, posts, views, enquiries, sales or other results, or uninterrupted availability of the Platform.

5.1 There is no onboarding fee, subscription or commission for the services described in this Agreement today.

5.2 OGROTI may offer paid features in future. At least thirty (30) days before any existing service becomes paid, OGROTI will tell you the price, applicable tax, what is included, billing and cancellation. No charge applies unless you separately and affirmatively accept it; silence is not acceptance. If you don't accept, OGROTI may stop that service on the announced date and you may leave without any exit charge.

6.1 You send collaboration requests to Creators through the Platform. Each request must be accurate about what you offer (for example barter, product plus payment, or paid content). Creators may accept, propose terms or decline, and OGROTI does not promise that any Creator will accept.

6.2 OGROTI coordinates each Collaboration and handles all communication between you and the Creator. Neither side is given the other's email address, phone number or postal address, and you shall not ask a Creator for them or try to contact a Creator outside OGROTI about a Collaboration.

6.3 A Collaboration without a product, such as a store visit, is arranged by OGROTI, including the date, time and place, with you and the Creator separately.

6.4 Any payment you agree to make to a Creator is your obligation. OGROTI is not a party to it and is not responsible for its payment unless OGROTI expressly agrees otherwise in writing.

7.1 For a Collaboration involving a product, you send the product to the address OGROTI gives you, at your cost, marked with the request reference and a note of its contents. You never send products directly to a Creator.

7.2 When the product arrives, OGROTI checks and records its condition: the seal and packaging, the labels, the MRP, the expiry date and, for food, the FSSAI marking. OGROTI then delivers it to the Creator through its courier partner, at OGROTI's cost.

7.3 OGROTI does not test what is inside a product and is not responsible for its quality, safety, composition or performance. A product that fails the check is not sent on: OGROTI will tell you why, and you may send a replacement or have it returned to you at your cost.

7.4 You shall not send products that are defective, expired, counterfeit, unsafe, prohibited or unlawfully labelled or marketed, and you remain responsible for them under Applicable Law, including the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006 and the Legal Metrology Act, 2009 and its rules, where they apply.

7.5 If a parcel is lost or damaged in transit to the Creator, OGROTI will work with its courier partner to resolve it. Products sent to OGROTI that are not collected or replaced within thirty (30) days of OGROTI's notice may be disposed of.

7.6 Taxes and statutory obligations arising from products or benefits you give Creators, including any tax deduction under section 194R of the Income-tax Act, 1961, are your responsibility.

8.1 Creators own the content they create. You may repost or reuse a Creator's Collaboration content only with that Creator's permission, requested through OGROTI, and with credit to the Creator.

8.2 Paid or gifted content must be clearly disclosed as an advertisement, for example with #ad or #collab or the platform's paid-partnership label, as the ASCI guidelines for influencer advertising require. You shall not ask a Creator to hide or weaken a disclosure.

8.3 You shall not ask a Creator to make claims about your products that are false, misleading or unsubstantiated. You are responsible for claims you supply.

8.4 Creators are asked to tag your brand and OGROTI (@ogroti.official) in Collaboration posts.

9.1 For twelve (12) months after a Collaboration arranged through OGROTI, any further Collaboration between you and that Creator shall also be arranged through OGROTI, and you shall not use an OGROTI introduction to circumvent OGROTI.

9.2 This clause does not stop you working with a Creator you already worked with before OGROTI arranged a Collaboration, if you can show that earlier relationship.

10.1 You represent, when you accept and throughout this Agreement, that: (a) you are lawfully constituted and authorised; (b) the information you give is not false or misleading; (c) you own or control the rights in your Brand Content; (d) your business, products, labelling, advertising and licences comply with Applicable Law; (e) you do not offer counterfeit, prohibited or unlawfully marketed goods; and (f) any personal data you give OGROTI was lawfully obtained.

10.2 You shall tell OGROTI promptly, and ordinarily within two (2) business days, of any product recall, safety alert, licence suspension, serious infringement claim or regulatory order affecting your products or your brand page. OGROTI may hide affected content or pause Collaborations while it checks.

10.3 You shall not impersonate anyone, mislead Creators or users, infringe rights, publish unlawful or defamatory content, use automated tools to scrape the Platform, interfere with its security, or ask for payments in OGROTI's name.

11.1 You keep ownership of your Brand Content. You give OGROTI a non-exclusive licence, without royalty, for as long as this Agreement lasts, to host, resize, adapt, display and share it for your brand page, discovery on the Platform, Collaborations, and OGROTI's promotion of your brand page, with necessary backups and technical providers. No other rights are transferred.

11.2 OGROTI may say factually that your brand is on OGROTI. Advertisements, co-branded campaigns or anything implying a wider endorsement need your separate written approval.

11.3 If OGROTI receives a credible infringement notice about your Brand Content, it may ask you for proof, temporarily hide the content and give you a reasonable chance to respond.

11.4 The Platform, its software, design and branding belong to OGROTI. You may not use OGROTI's name or logo to suggest an exclusive partnership or endorsement without written approval.

12.1 Each party shall use the other's Confidential Information only for this Agreement, protect it with reasonable care, and disclose it only to people and providers who need it and are bound to keep it confidential, or where the law requires. Approved public brand page content is not confidential.

12.2 These duties last three (3) years after this Agreement ends, and longer for trade secrets while they remain secret. They do not prevent lawful disclosures to regulators.

13.1 OGROTI handles the personal data of your representatives as described in the OGROTI Brand Privacy Notice, which you acknowledge separately when accepting this Agreement.

13.2 OGROTI never gives you a Creator's email address, phone number or postal address. You shall not try to obtain them, and shall handle any personal data you receive through a Collaboration only for that Collaboration and in line with Applicable Law, including the Digital Personal Data Protection Act, 2023 as it comes into force.

14.1 OGROTI may hide, restrict or remove your brand page or requests, or pause Collaborations, on credible grounds of fraud, unlawful content, product-safety concerns, infringement, security risk, misleading representations, misuse of Creators' trust, prolonged inactivity, non-cooperation or a binding legal direction. Urgent restrictions may take effect immediately.

14.2 Where lawful and practicable, OGROTI will tell you about a material restriction, give a general reason and a reasonable chance to respond or fix the issue, and may reinstate content after review.

15.1 You shall indemnify and hold harmless OGROTI and its proprietor, personnel and service providers against third-party claims, losses, penalties and reasonable legal costs arising from: (a) any defect, contamination, mislabelling, unsafe condition or non-compliance of your products, including harm to a Creator who uses them; (b) false, misleading or unsubstantiated claims you supply or authorise; (c) infringement by your Brand Content; (d) your breach of Applicable Law or of this Agreement; (e) any arrangement or payment between you and a Creator; or (f) your fraud, negligence or wilful misconduct.

15.2 OGROTI will give you reasonably prompt notice of a claim and the parties will cooperate in its defence. You shall not settle a claim in a way that imposes liability or an admission on OGROTI without its written consent.

15.3 This indemnity does not apply to the extent a loss is caused by OGROTI's own fraud, wilful misconduct, negligence or breach of a statutory duty that cannot be excluded.

16.1 OGROTI's responsibilities are limited to the services expressly described in this Agreement, including the coordination and product check in clauses 6 and 7.

16.2 To the fullest extent permitted by Applicable Law, OGROTI is not responsible for losses arising from: (a) your products' contents, quality, safety or performance beyond the check in clause 7.2; (b) information you supply; (c) your licences, registrations or rights; (d) arrangements or payments between you and Creators; (e) a Creator's content, opinions or failure to post, beyond OGROTI's own obligations; (f) any failure to achieve expected results; or (g) acts of third parties outside OGROTI's control.

16.3 Nothing in this Agreement excludes or limits liability for OGROTI's own fraud, wilful misconduct, unlawful acts or any liability that cannot lawfully be excluded, or any mandatory rights under Applicable Law.

17.1 This Agreement continues until ended. Either party may end it without cause on fifteen (15) days' written notice.

17.2 For a remediable material breach, the other party shall give written details and fifteen (15) days to fix it. OGROTI may suspend or end this Agreement immediately for serious security risk, fraud, illegal activity, a binding legal order or an irremediable breach.

17.3 After termination OGROTI will take down your brand page, ordinarily within fifteen (15) business days, apart from unavoidable caches, backups and records it must keep. Collaborations already agreed are completed or wound down in good faith. Clauses 9, 11.4, 12, 15, 16 and 19 survive.

18.1 OGROTI may update this Agreement for legal, operational, technical or security reasons. Each version has its own version number and stays available unchanged.

18.2 Material changes will ordinarily be notified at least fifteen (15) days before they take effect, except for urgent legal or security reasons, and will be accepted afresh in the app. No new fee, wider content licence or different use of confidential information applies without your affirmative acceptance. If you don't accept a material change, you may end this Agreement before it takes effect.

19.1 Indian law governs this Agreement. The parties shall first try to resolve a dispute by good-faith negotiation for thirty (30) days after written notice.

19.2 An unresolved dispute that can be arbitrated shall be referred to a sole arbitrator appointed by agreement under the Arbitration and Conciliation Act, 1996, or failing agreement under section 11 of that Act. The seat is Bengaluru, Karnataka, and the language English. Interim relief and non-waivable statutory remedies remain available.

20.1 This Agreement supersedes earlier discussions on its subject. If a provision is unenforceable, it is severed only as far as necessary.

20.2 Not enforcing a right is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control if it gives prompt notice and mitigates.

20.3 You may not assign this Agreement without OGROTI's written consent, not unreasonably withheld. OGROTI may transfer it to a successor of the Platform business with notice.

20.4 Formal notices go to the email address on your brand account and to hello@ogroti.net. Nothing in this Agreement imposes an unlawful restraint of trade or legal proceedings.

21.1 You accept by ticking two separate, unticked checkboxes in the app: one accepting this Agreement and confirming the declaration below, and one acknowledging the OGROTI Brand Privacy Notice.

21.2 OGROTI records the versions accepted, a fingerprint of their exact text, the checkbox wording, the date and time, the account email, the brand name, the IP address and the browser, and keeps this record as proof of acceptance.

21.3 Electronic acceptance is recognised under section 10A of the Information Technology Act, 2000, subject to the Indian Contract Act, 1872 and any applicable stamp law.