Influencer / Creator

License and Assignment Addendum

Effective date: The date you accept this Addendum during onboarding or otherwise.

 

1. Parties & Scope

This Influencer / Creator License & Assignment Addendum

("Addendum") supplements and forms part of the InstaCollabs Terms & Conditions and Privacy Policy. By accepting this Addendum during onboarding you enter into a binding agreement with XetaBytes Digital LLP ("XetaBytes") regarding rights in Campaign Content created for or in connection with the InstaCollabs platform.

2. Definitions

For the purposes of this Addendum:

• "Influencer / Creator": the natural person or entity who registers as a Influencer / Creator on the InstaCollabs platform and accepts this Addendum.

• "XetaBytes": XetaBytes Digital LLP, operator of InstaCollabs (instacollabs.com).

• "Campaign Content": all creative material produced, uploaded, delivered or provided by Influencer / Creator for campaigns (photos, videos, captions, scripts, raw footage, edits, graphics, audio, drafts, concepts and final deliverables).

• "Platform Services": InstaCollabs marketplace onboarding, campaign listing, shortlisting, limited coordination and related platform functionality.

• "Assignment Schedule": a separate written agreement XetaBytes may present for specific Campaign Content where XetaBytes requires full copyright assignment and specifies additional consideration.

3. Exclusive Perpetual License (Primary Grant)

3.1 Grant: In consideration of (a) Influencer / Creator’s access to the Platform, (b) any onboarding fee paid by Influencer / Creator, (c) any campaign fees actually paid to Influencer / Creator by Brands for a specific Campaign Content, and (d) XetaBytes’ provision of Platform Services and promotional activities (together, the "Consideration"), Influencer / Creator hereby grants XetaBytes a worldwide, perpetual, irrevocable, exclusive, transferable and sublicensable, royalty-free license to use, reproduce, distribute, display, perform, transmit, adapt, modify, create derivative works from, commercialize, license, sell and otherwise exploit the

Campaign Content in any media now known or later developed, for any purpose (including marketing, monetization, licensing to third parties, product development and platform operation). This license is exclusive in favour of XetaBytes except where a separate Assignment Schedule is executed.

 

3.2 Scope: The license includes the right to sub-license, assign, register databases or copyright entries resulting from Campaign Content, and to enforce such rights in XetaBytes’ own name or on its behalf.

4. Optional Full Assignment

4.1 When used: If XetaBytes requires full legal assignment of copyright in relation to particular Campaign Content, XetaBytes will present an Assignment Schedule describing (i) the specific Campaign Content, (ii) additional express consideration to be paid to Influencer / Creator, (iii) the precise rights assigned, and (iv) signatures for both parties. No full assignment occurs except pursuant to a

signed Assignment Schedule.

 

4.2 Formality requirement: All assignments of copyright shall be in writing and signed by the assignor or the assignor’s authorized agent as required by applicable law. XetaBytes and Influencer / Creator will execute such documents and record or register

the assignment as reasonably required to perfect rights.

5. Influencer / Creator Warranties, Releases & Cooperation

5.1 IP Warranty: Influencer / Creator represents and warrants that Influencer / Creator is the sole owner of Campaign Content or otherwise has full authority to grant the rights in this Addendum; that Campaign Content is original and does not infringe any third-party IP, privacy or publicity rights; and that no third-party consents, licenses or releases are outstanding.

 

5.2 Mandatory releases: Influencer / Creator will secure and retain written releases (model releases, music licenses, location releases and third-party consents) for any third-party material included in Campaign Content and will provide copies to XetaBytes on request.

 

5.3 Cooperation: Influencer / Creator will, at XetaBytes request and at XetaBytes reasonable direction, execute and deliver further documents and take reasonable actions necessary to evidence, perfect or enforce XetaBytes’ rights (including signing assignment documents or assisting with registrations), provided that where additional assignment or consideration is required, an Assignment

Schedule will be presented.

6. Moral Rights

To the maximum extent permitted by applicable law, Influencer / Creator irrevocably waives, and agrees not to assert, any moral rights (including rights of paternity and integrity) and any right of attribution in and to Campaign Content. Where moral rights are non-waivable by law, Influencer / Creator agrees to permit XetaBytes to exploit Campaign Content to the maximum extent legally permissible.

7. Consideration Acknowledgement Influencer / Creator acknowledges that the Consideration (platform access, onboarding fees, campaign payments and platform services) is adequate, fair and sufficient consideration for the license granted in Section 3 and any cooperation obligations under this Addendum.

8. Indemnity & Defense Influencer / Creator shall indemnify, defend and hold harmless XetaBytes and its officers, partners, employees, agents and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to Influencer / Creator’s breach of warranties in Section 5, Influencer / Creator’s failure to obtain required releases, or any third-party claim alleging that Campaign Content infringes third-party rights. XetaBytes may assume control of the defense and settlement of any such claim.

9. Registration & Recordation

Influencer / Creator authorizes and will reasonably cooperate in XetaBytes’ filing, registration or recordation (including copyright registration) of XetaBytes’ rights in Campaign Content, and to execute such documents as may reasonably be required to perfect

XetaBytes’ title.

10. Publicity & Promotional Use

Influencer / Creator authorizes XetaBytes to use Influencer / Creator’s name, handle, image and non-confidential campaign details in connection with marketing, promotional activities and XetaBytes’ business operations, without further payment unless otherwise agreed in writing.

11. Taxes; Payments

Influencer / Creator is responsible for any taxes, withholdings or duties associated with payments Influencer / Creator receives from Brands or XetaBytes. XetaBytes is not responsible for Brand-Influencer / Creator financial arrangements unless XetaBytes expressly agrees in writing.

12. Survival

Sections 3, 4 (as to executed Assignment Schedules), 5, 6, 8, 9 and 14 survive termination of Influencer / Creator’s account or this Addendum.

13. Dispute Resolution & Governing Law

This Addendum is governed by the laws of India. Disputes will be handled in accordance with the Terms and Conditions (including the Processing Period and arbitration provisions). XetaBytes may seek interim injunctive relief in courts of competent jurisdiction

where necessary to protect its rights.

14. Electronic Acceptance

By checking the acceptance box and completing onboarding (or otherwise digitally agreeing to this Addendum), Influencer /

Creator acknowledges that Influencer / Creator has read, understands and accepts all terms herein and that the electronic acceptance has the same legal force as a handwritten signature.

15. Contact

Notices and requests under this Addendum must be sent to contact@xetabytes.com.