TERMS & CONDITIONS FOR THE COLLABORATION AGREEMENT

These Terms and Conditions for the Collaboration Agreement (T&Cs) are dated as of the date the Influencer agrees to these terms or signs the Agreement, whichever is earlier (Effective Date) and are made a part of the Collaboration Agreement (Agreement) executed by and between Hike Private Limited (Hike), and the Influencer whose details are set forth in the Agreement (Influencer). These T&Cs form a part of any additional agreement that both Hike and Influencer may execute and deliver from time-to-time.

Hike and Influencer are hereinafter collectively referred to as Parties and individually as a Party.

Hike is inter alia engaged in the business of providing online skill based gaming services (Product) and desires to engage the Influencer on a non-exclusive basis for providing services (Services) as defined hereunder. Hike and the Influencer have agreed to collaborate and work together with respect to the promotion and marketing of the Product, subject to these T&Cs.

1. SERVICES:

1. The Company engages the Influencer to promote its Product through the Influencer’s social media channels (Channels) in the manner as prescribed in Annexure A.
2. The Influencer agrees to actively participate in the Refer A Friend collaboration to drive traffic to Hike.

2. TERM:

1. Unless earlier terminated in accordance with the provisions hereof, the term of these T&Cs (Term) is one (1) year from the Effective Date.
2. The Agreement may be further renewed upon the Parties’ mutual agreement in writing.

3. OBLIGATIONS OF THE INFLUENCER

1. Influencer agrees to create high-quality and authentic content promoting the Product in a manner consistent with the brand image of Hike. Such content shall either be an integrated content with the Influencer including the Product as part of a video or a dedicated content solely about the Product.
2. The Influencer shall be required to create and share a definite number of posts containing content about the Product in accordance with Clause 3.1 above to be eligible for the Fee (as defined hereinafter) within the agreed-upon timeframe. This number may be changed from time-to-time as communicated by Hike.
3. The Influencer agrees to comply with all applicable laws and guidelines related to advertising, endorsements, and social media promotions and share the content with due care, skill and ability.
4. The Influencer shall remain responsible for all acts, omissions, negligence and willful misconduct occurred as part of the providing Services to Hike.
5. The Influencer shall maintain confidentiality of the terms of these T&Cs and its association with Hike, and not disclose the same to any third party for any reason whatsoever.

4. REPRESENTATIONS & WARRANTIES OF THE INFLUENCER  

The Influencer represents and warrants during the Term that:

1. they are existing users of the Product and are aware of the Product in their independent capacities;
2. the content shall be original and will not infringe the intellectual property rights of any third party;
3. the content will not contain any obscene or defamatory material and will not expose the Hike to criminal or civil proceedings, except where any material is included at the request of the Hike;
4. the content shall not breach any applicable laws and comply with all guidelines issued by the Advertising Standards Council of India including but not limited to Guidelines for Influencer Advertising in Digital Media and the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022 under the Consumer Protection Act;
5. the execution of these T&Cs and compliance by it with all of the provisions hereof will not require any consent of a third party or contravene the provisions of, or constitute a default under any contract or other agreement to which it is a party or by which it may be bound;
6. they shall not publish or cause to be published any content or make any representations (oral or written) which might confuse, mislead or deceive the public and/or which are detrimental to the goodwill or reputation of Hike;
7. they shall not hold Hike responsible or liable, in any manner whatsoever, for any claim by any third-party in relation to their acts and/or omissions under these T&Cs;
8. they shall be responsible to competently provide the Services of good quality and understands that time is the essence of these T&Cs;
9. they shall not, whether during the Term or at any time thereafter, make or permit any statement, orally or in writing, publicly or privately, or do any act or permit any act, in a manner as will in the reasonable opinion of the Hike, disparage or which is capable of disrespecting the reputation and brand image of the Hike;
10. they shall not breach any applicable laws including but not limited to third party intellectual property rights, advertising laws, etc. and provide the Content in a timely manner;
11. they shall ensure that the created content is new and unique for Hike and there is no duplicity in the content published for Hike to that of any third party.

5. OBLIGATIONS OF HIKE 

1. Compensation: In consideration for the Services, Hike agrees to compensate Influencer in the manner as defined the Agreement
2. Product Details: Hike agrees to provide Influencer with the necessary Product details for promotion, including any relevant information or materials.

6. FEES 

1. The Influencer shall raise an invoice to Hike and in consideration for the Services Hike shall pay the Influencer a Fee in accordance with the payment terms specified hereunder.
2. Payment of Fee shall be made within 30 days of receipt of invoice and by wire transfer to the Influencer in their specified bank account in terms of the Agreement.
3. The Fee shall be calculated based on fulfillment of the requirement of number of posts containing content as specified by Hike and the same shall be verified using Hike’s mechanism (Tableau dashboard for earnings and withdrawal) and Influencer’s Rush Wallet (for Deposit & winning both).
4. Hike will pay the Influencer, subject to applicable taxes and deductions as per law. Goods and Service Tax shall be charged on all invoices as applicable, and shall be payable by the Hike. Payments made by the Hike shall be subject to all statutory withholding deductions such as 'Tax Deducted at Source' as applicable under the law.
5. The Influencer shall provide duly signed invoices as per the format prescribed under GST regime mentioning GSTN No. The Influencer shall upload the invoice details within prescribed time on the official GST Portal to enable the Hike to take timely credit and shall also cooperate and coordinate with the Hike to resolve / reconcile discrepancies to enable the Hike to avail such credit. In case an invoice is not in conformity with the relevant statutory provisions, the Hike reserves the right to withhold payment to the Influencer unless the invoice is corrected within a reasonable time. The Influencer irrevocably declares and undertakes to execute such documents and provide such information and bills/ documents and other co-operation and assistance as requested by the Hike in order to enable the Hike to pay the balance indirect tax liability, and claim rebate/credit for indirect tax paid/payable by the Hike to the Influencer and/or the appropriate authority pursuant to these T&Cs.

7. TERMINATION

Hike may terminate these T&Cs for any reason by giving an advance written notice of 30 days.
1. these T&Cs can be terminated immediately by Hike if (i) the Influencer has committed a material breach of the Agreement and and fails to cure such breach within 15 days of intimation or (ii) gross negligence (iii) breach of applicable laws (iv) fraud by the Influencer.
2. Termination of these T&Cs for any reason shall not release either Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, and will not preclude either party from pursuing all rights and remedies it may have. Notwithstanding any other rights and remedies provided elsewhere in the Agreement, upon the effective date of expiration or termination of these T&Cs:
   1. Neither Party will represent the other Party in any of its dealings and neither Party shall intentionally or otherwise commit any acts) as would lead a third party to believe that the Parties still have a business relationship.
   2. Within 30 (thirty) days after such expiration or termination, each Party will return all Confidential Information (as defined hereinafter) of the other Parties in its possession as on the date of expiration or termination of the Agreement and shall not make or retain any copies of such Confidential Information.
 

8. INDEMNIFICATION

1. The Influencer shall indemnify and hold Hike, its affiliates, agents, employees and officers (the “Hike Indemnities”) harmless from and against all claims (including third party claims), demands, actions, losses, liabilities, damages, expenses or cost, including legal fees incurred by Hike Indemnities on account of any acts or omissions of the Influencer, including:
   1. any gross negligence, fraud, wilful default, infringement of Hike’s intellectual property rights, wilful misconduct, or violation of applicable laws/directions by the Influencer;
   2. any breach or violation of any representation, warranty or covenant by the Influencer;
   3. deficiency in Services;
   4. claims raised by any third parties for violation of intellectual property.

9. LIMITATION OF LIABILITY

1. Notwithstanding anything to the contrary in these T&Cs, in no event shall either Party be liable, whether in contract or in tort or otherwise for special, punitive, indirect or consequential damages, including without limitation, loss of profits or revenue arising under or in connection with these T&Cs.

10. CONFIDENTIALITY

1. Hike and Influencer (individually as Receiving Party) agree not to disclose or otherwise reveal to any third party any Confidential Information, that is received from either Party (individually, Disclosing Party) including but not limited to (a) the existence and/or terms of these T&Cs, the nature of the relationship between the Parties and of the services provided herein; (b) information that the Disclosing Party has received from a third party under an obligation of confidentiality,the identities, addresses, telephone numbers, facsimile numbers, e-mail addresses, bank codes, account numbers, pricing, financial details, financial reference, or any other entities introduced by the Disclosing Party to the Receiving Party; (d) all material, non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation by the Disclosing Party or any of its affiliates or representatives to or for the benefit of the Receiving Party; (d) any other information marked as Confidential and shared with the Disclosing Party.
2. Confidential Information does not include any information that: (i) is generally known to the public or becomes publicly available without breach of these T&Cs by the Receiving Party, (ii) was known by the Receiving Party prior to its receipt from the Disclosing Party, (iii) is disclosed to the Receiving Party from any third party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a breach of these T&Cs, or (iv) is independently developed by the Receiving Party without use of any Confidential Information.
3. The Receiving Party will use the Confidential Information solely in connection with these T&Cs. Except as provided in these T&Cs, the Receiving Party will not disclose the Confidential Information to any person or third party without the Disclosing Party’s prior written consent. The Receiving Party will restrict the possession, knowledge and use of the Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and entities controlled by the Receiving Party (collectively, Personnel) who: (i) need to know the Confidential Information in connection with the Relationship, (ii) are informed of the confidential nature of the Confidential Information, and (iii) are required to fulfill obligations with respect to the Confidential Information in accordance with these T&Cs. Each party will ensure that its Personnel comply with these T&Cs.
4. The Receiving Party acknowledges that a breach of its obligations under these T&Cs could cause irreparable harm to the Disclosing Party as to which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of these T&Cs.

11. INTELLECTUAL PROPERTY RIGHTS

1. Either Party shall not use the respective trademarks or any other intellectual property of the other Party without the other Party’s consent.
2. Each Party shall immediately give written notice to the other Party of any infringement of the other Party's Intellectual Property Rights upon becoming aware of the same.
3. Hike provides a non-exclusive, limited, royalty free, non-sublicensable, revocable license to the Influencer to use Hike’s brand name and logo for the limited purpose of providing the Services under these T&Cs. Notwithstanding anything contained hereunder, Hike shall have the right to ask the Influencer to stop using its name and logo at any time and the Influencer shall promptly comply with the same. 

12. MISCELLANEOUS

1. Governing Law and Dispute Resolution. The construction, interpretation and enforcement of these T&Cs shall be governed by the laws of India. The courts of the New Delhi shall have jurisdiction over any action arising out of these T&Cs and over the Parties.
2. Entirety of Agreement. These T&Cs represent the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations and agreements, whether written or oral.
3. Amendments. Unless otherwise provided for in these T&Cs, no variation or agreed termination of these T&Cs shall be of any force or effect unless in writing and signed by each party.
4. Waiver. No delay by either Party in exercising any right, power or remedy under these T&Cs shall operate as a waiver thereof nor shall it restrict or affect the Party’s right or powers under these T&Cs. No waiver of any terms to these T&Cs shall be effective unless made by a specific prior written waiver.
5. Severability. Should any portion of these T&Cs be judicially determined to be illegal or unenforceable, the remainder of the Agreement shall continue in full force and effect, and either Party may renegotiate the terms affected by the severance
6. No Partnership or Agency. These T&Cs shall not be deemed to create any partnership, Influencer or employment relationship between the parties.
7. Counterparts. These T&Cs may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but the counterparts together shall constitute one and the same instrument.
8. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered to the applicable party at its mailing address, or e-mail address specified in the T&Cs (or as such party may hereafter specify for that purpose by notice to the other party). All notices shall be deemed delivered if delivered as indicated: (a) by personal delivery, (b) by overnight courier upon written verification of receipt, (c) by email or facsimile transmission upon confirmation of receipt, or (d) by electronic mail, when sent, unless the sender receives a delivery failure report. All notices shall be effective upon delivery as provided herein.
9. Assignment. Neither these T&Cs nor any of the rights or obligations contained herein may be assigned or transferred by the Hike without the prior written consent of the Company. The Company, at its sole discretion, may assign or transfer its rights, in whole or in part under these T&Cs to any other entity.
10. Survival. Clauses that typically survive the termination or expiry of an agreement shall be deemed to survive the termination or expiry of these T&Cs, including but not limited to confidentiality, indemnity, intellectual property rights, governing law, dispute resolution.

ANNEXURE A

SCOPE OF SERVICES

1. The influencer will create content on its own social media Channels about Hike’s Product (Rush App) in a dedicated or integrated manner.
2. Upon content creation, the Influencer will post his RAF link (this will be a URL given by Hike to the Influencer) in the description of such content. No other link will be there other than the RAF url of the creator in the description.
3. The Influencer will be required to create and publish a fixed number of posts containing the content (as determined by Hike) to fulfill the requirements under these T&Cs. This number may be changed from time-to-time as communicated by Hike.