Terms and Conditions

These Terms and Conditions ("Terms," "Agreement," or "Master User Agreement") constitute a legally binding agreement between ZipXO (operated by the persons operating the ZipXO Platform pending incorporation) and every individual or legal entity that creates an account or uses the Platform.

• ZipXO operates a technology-enabled digital marketplace that facilitates collaborations between businesses seeking influencer marketing services and creators offering content creation and promotional services.
• ZipXO provides technology infrastructure to discover creators, communicate, manage campaign workflows, facilitate payments through Safe Pay, and complete collaborations.
• Unless expressly stated otherwise, ZipXO is not a party to the creative work in any Collaboration. ZipXO is a limited party only for Safe Pay payment instructions, Platform Fees, and on-platform fund routing.

ZipXO is a technology platform and marketplace. It enables, among other things: creator discovery; campaign management; ZIP collaboration requests; XO acceptance; Safe Pay; in-platform communication; submission of Deliverables; collaboration tracking; ratings and reviews; and other services introduced from time to time.

ZipXO provides the technological infrastructure necessary to facilitate interactions between Users but does not create, produce, direct, supervise, or control the underlying creative relationship between a Brand and a Creator unless expressly stated in writing.

ZipXO uses a proprietary collaboration workflow. The live sequence on the Platform is:

1. A Brand may initiate a collaboration request by submitting a campaign invitation known as a "ZIP," which may include campaign objectives, content requirements, timelines, commercial consideration, Deliverables, creative instructions, and usage-rights level.
2. A Creator may review the ZIP and either decline it or accept it by submitting an "XO."
3. After a valid ZIP and corresponding XO, the Brand funds the campaign amount through Safe Pay using payment methods supported by the Platform (currently Razorpay). A Creator is never required to start work on an unfunded deal.
4. Both the Brand and the Creator must then electronically sign the Collaboration Agreement for that ZIP. Work and in-platform chat unlock only after both signatures.
5. Funds remain in Safe Pay until each Deliverable is approved (including published-URL verification where required) or refunded under these Terms.

A ZIP together with an XO does not, by itself, require the Creator to start work. Work starts only after Safe Pay is funded and both parties have signed.

Nothing in this Section creates an employment relationship, partnership, joint venture, agency relationship, or fiduciary relationship between ZipXO and any User.

• Brands independently decide whether to engage a Creator.
• Creators independently determine whether to accept a ZIP.
• Brands determine campaign objectives in the brief.
• Creators determine the manner in which lawful creative work is produced, unless otherwise agreed in the brief.
• ZipXO does not guarantee that any Brand will receive proposals, that any Creator will receive campaign opportunities, or any campaign success, marketing performance, engagement, sales, audience growth, return on investment, or other commercial result.

Unless expressly required by Applicable Law, ZipXO is not an advertising agency, talent management agency, employment agency, employer of Creators or Brands, financial institution, banking institution, escrow bank, investment advisor, marketing consultant responsible for campaign performance, or guarantor of User conduct.

ZipXO operates as an independent technology platform providing digital marketplace services and payment facilitation through authorised payment service providers.

You agree to be bound by these Terms when you do any of the following (and not merely by browsing public pages):

• creating an account;
• submitting a ZIP;
• submitting an XO;
• funding Safe Pay;
• viewing the Collaboration Agreement for a ZIP;
• uploading Content or Deliverables; or
• otherwise using authenticated Platform features.

You acknowledge that you have read this Agreement, understand its legal effect, possess authority to enter into binding contracts, and will comply with Applicable Law. If you do not agree, you must not create an account or use the Platform.

These Terms should be read together with the Collaboration Agreement at Collaboration Agreement and the Privacy Policy at Privacy Policy.

If there is an inconsistency, the following order applies: (1) the ZIP's commercial terms, but only for price, deadline, brief, Deliverables, and the selected usage-rights level; (2) the Collaboration Agreement for Brand–Creator campaign rules; (3) these Terms, which govern Platform Fees, Safe Pay mechanics, ZipXO's limited role, liability, indemnity, and intermediary status; (4) the Privacy Policy for Personal Data.

ZipXO may amend these Terms to reflect law, security, operations, or new features. Material amendments will be notified through the Platform with at least 30 days' notice where required by Applicable Law. Continued authenticated use after the effective date of revised Terms constitutes acceptance.

Collaborations that are already funded in Safe Pay or dual-signed when an amendment takes effect remain governed by the Terms version in force at funding or signing, unless a change is required by Applicable Law.

This Agreement is drafted in English. Any translation is for convenience only. In the event of inconsistency, the English version prevails to the maximum extent permitted by Applicable Law.

ZipXO provides a technology platform only. Analytics, AI-generated recommendations, campaign suggestions, pricing guidance, or other materials on the Platform are informational and do not constitute legal, accounting, tax, financial, marketing, investment, or other professional advice.

Nothing in this Agreement, the Platform, any Campaign, ZIP, XO, Collaboration, or Safe Pay workflow creates employment, agency, partnership, joint venture, franchise, or fiduciary relationship between ZipXO and any User, or between a Brand and a Creator solely by virtue of using the Platform.

Creators and Brands act as independent contracting parties and remain solely responsible for taxes, statutory contributions, insurance, licences, and labour-law compliance arising from their activities.

• "Agreement" means these Terms and Conditions together with the Privacy Policy.
• "Applicable Law" means all statutes, rules, regulations, orders, and legally binding obligations applicable to the Platform, ZipXO, or any User, including the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000 where applicable.
• "Brand" or "Business User" means a User that registers to discover, engage, or collaborate with Creators.
• "Campaign" means a commercial marketing engagement initiated through the Platform.
• "Campaign Brief" means the requirements, objectives, creative directions, timelines, Deliverables, compensation, usage-rights level, and other instructions in a ZIP.
• "Collaboration" means the operational workflow on the Platform after a ZIP is accepted by XO, Safe Pay is funded, and both parties have signed, subject to these Terms.
• "Collaboration Agreement" means ZipXO's published Brand–Creator campaign rules at https://www.zipxo.in/agreement. The ZIP records price, deadline, brief, Deliverables, and the selected usage-rights level, and incorporates the Collaboration Agreement and these Terms.
• "Content" means material uploaded, transmitted, or distributed through the Platform.
• "Creator" or "Influencer" means a User registered to create promotional content and accept Campaigns.
• "Deliverables" means the work products required under a Campaign (for example Instagram Reels, Stories, Posts, YouTube videos or Shorts, and other agreed promotional activity supported on the Platform).
• "Dispute" means any disagreement concerning a Campaign, payment, Deliverable, Content, or this Agreement.
• "Intellectual Property Rights" means copyrights, trademarks, patents, designs, trade secrets, moral rights, publicity rights, and other proprietary rights recognised under Applicable Law.
• "KYC" means know-your-customer and identity verification procedures required by ZipXO, payment service providers, or Applicable Law.
• "Personal Data" means information relating to an identified or identifiable natural person as defined under the Digital Personal Data Protection Act, 2023.
• "Platform" means ZipXO's website, applications, software, dashboards, communication tools, Safe Pay workflows, AI features, and associated services.
• "Platform Fee" means the 16% service charge ZipXO deducts from the Creator's payout on amounts released from Safe Pay, exclusive of GST and other Taxes unless stated otherwise.
• "Privacy Policy" means ZipXO's published privacy notice at https://www.zipxo.in/privacy.
• Safe Pay (also called the Payment Holding Mechanism) means the Platform workflow through which Brand payments are processed by Razorpay and held until release or refund conditions in these Terms are met. Safe Pay is not a banking escrow, trust account, or deposit relationship unless Applicable Law expressly requires otherwise. ZipXO is not a bank.
• "Usage Rights" means the licence level selected on the ZIP: Creator Post, Brand Can Use, or Use It Anywhere.
• "User" means any individual or legal entity that registers with or uses authenticated features of the Platform.
• "Work Product" means Deliverables and related creative materials produced by a Creator pursuant to a Collaboration.
• "ZIP" means the proprietary collaboration request initiated by a Brand.
• "XO" means the proprietary electronic acceptance submitted by a Creator in response to a ZIP.
• "ZipXO," "we," "our," or "us" means ZipXO as operated by the persons operating the ZipXO Platform pending incorporation, and upon incorporation Replace[LEGAL ENTITY NAME — insert on incorporation], including successors and assigns operating the Platform.
• "AI Services" means matching, ranking, analytics, fraud detection, moderation, or similar assistive technology on the Platform. AI Services are not professional advice and do not guarantee commercial outcomes.
• "Chargeback" means any reversal or cardholder/UPI dispute initiated through a financial institution or payment processor.
• "Force Majeure Event" means a circumstance beyond a party's reasonable control, including natural disaster, epidemic, war, governmental action, internet outage, or cyberattack.
• "Taxes" means GST, withholding tax (including TDS), duties, cess, and similar governmental charges.
• "Third-Party Services" means Razorpay, social-media platforms, hosting, messaging, and other external services integrated with the Platform.

• Headings are for convenience only and do not affect interpretation.
• "Including" means including without limitation.
• References to Applicable Law include amendments and successor legislation.
• This Agreement shall be interpreted in good faith and in accordance with its commercial purpose.

You must be at least 18 years old and capable of entering into a binding contract. The Platform is not intended for minors. ZipXO does not permit Campaigns that involve or target the creation of accounts by persons under 18.

If you use ZipXO on behalf of a business, you represent that you are authorised to bind that business. The business remains responsible for all acts of its authorised representatives.

You must provide accurate registration information and keep Account Credentials confidential. You are responsible for activity under your account. Notify ZipXO promptly of unauthorised access.

ZipXO may suspend, restrict, or terminate accounts that violate these Terms, present security or fraud risk, or as required by Applicable Law.

To enable payouts and comply with Indian law, ZipXO collects KYC. Creators must provide PAN when cumulative payouts reach ₹10,000, and GSTIN plus bank details when cumulative payouts reach ₹50,000.

Verification by ZipXO is not an endorsement, guarantee, or warranty of identity, qualifications, credibility, or future conduct. False KYC is a material breach and may result in suspension or termination and, where required, reporting to authorities.

An account that remains inactive for an extended period may be designated dormant. ZipXO may suspend, archive, or deactivate a dormant account after any notice required by Applicable Law, and may retain records required for tax, AML, disputes, or security. Reactivation may require identity checks. ZipXO is not obliged to retain a dormant account indefinitely.

ZipXO provides technology-enabled features including discovery, ZIP/XO workflows, Safe Pay, messaging, Deliverable tracking, and related tools. Beta Features may be modified or withdrawn without notice and are provided "as is."

• All collaboration payments on the Platform must flow through Safe Pay. Off-platform payment arrangements for Platform collaborations are prohibited.
• Payments are processed through Razorpay. ZipXO instructs release or refund according to these Terms. ZipXO does not operate as a bank and Safe Pay is not a banking escrow.
• Funds are locked in Safe Pay before work begins. Release occurs per approved Deliverable after the Creator submits the published content URL (where required) and the Platform verifies that the content is live and matches the agreed Deliverable.
• Chargebacks follow Razorpay, card issuer, and UPI rules. Users must maintain accurate payout details. ZipXO is not liable for failed transfers caused by incorrect banking or UPI information supplied by a User.

By ticking the acknowledgement and signing on the Platform, you agree that the Collaboration Agreement is an electronic record and electronic signature under the Information Technology Act, 2000 (including section 10A). ZipXO may retain signer identity, timestamp, IP address, document hash, and Terms version 1.0.

ZipXO is an intermediary and marketplace facilitator. User Content, briefs, chat, and published posts are provided by Users. ZipXO does not, in the ordinary course, initiate transmission, select the receiver, or modify User Content, without prejudice to moderation, fraud controls, and legal takedown.

ZipXO may remove Content or restrict accounts where it has actual knowledge of unlawful material or a valid legal notice, or where these Terms are breached.

Brand and Creator appoint ZipXO as payment administrator solely to: (a) instruct Safe Pay lock, release, refund, or split; (b) collect the Platform Fee; and (c) freeze funds while a Dispute is open. ZipXO is not responsible for creative quality, social-platform metrics, or third-party intellectual property in Deliverables.

Creators and ZipXO do not guarantee views, engagement, sales, conversions, or return on investment. Payment is for creation and publication of the agreed Deliverables, not for a particular performance outcome.

ZipXO does not guarantee that any Creator will maintain a particular public image or avoid controversy. Brands must conduct their own due diligence. ZipXO is not liable for reputational harm arising from a Brand's decision to engage a Creator, except to the extent caused by ZipXO's fraud or wilful default.

Instagram, YouTube, and other social platforms have their own terms. If a platform removes, limits, or demonetises a post, that is not a breach by ZipXO. Creators remain responsible for replacing a Deliverable or proceeding under the Dispute process where the brief still requires a live post.

The Platform Fee is 16% of the gross amount funded for the ZIP, deducted from the Creator's payout when funds are released. The Brand pays the gross Safe Pay amount. GST on Platform Fees is extra where Applicable Law requires ZipXO to charge it.

Where Applicable Law requires TDS or other withholding, ZipXO may deduct, remit, and report such tax. Users remain solely responsible for their own GST, income tax, and filings. Nothing in this Agreement is tax advice.

Platform Fees become earned on release of the corresponding Deliverable amount. Fees already earned are not refundable except where ZipXO has failed to provide the payment-facilitation service for that release due to ZipXO's own fault.

• Each Deliverable includes 2 free revisions requested by the Brand.
• Additional revisions are chargeable at 2% of that ZIP's agreed price per revision, payable by the Brand, and are added to the deal value held in Safe Pay.
• After the 2 free revisions, a Brand may reject a Deliverable only for objective reasons (wrong script, incorrect branding, missing agreed Deliverables) and not for subjective dislike of content that otherwise meets the brief.

• Creators must deliver by the agreed deadline. Extensions requested before the deadline are subject to Brand approval.
• If a deadline is missed, a grace period of 48 hours applies. If the grace period expires without delivery, the undelivered work is automatically cancelled and the Brand receives a 100% refund of the undelivered portions.

• Payment is released per Deliverable once delivered and approved, including published-URL verification where the Deliverable is a published post.
• If some Deliverables in a multi-item deal are not delivered, the Safe Pay amounts for undelivered items are refunded to the Brand.

• Published posts that form part of a Deliverable must remain live for a minimum of 120 days from the date of publication.
• Deleting, archiving, or hiding a post before 120 days is a breach and results in a trust penalty and may affect eligibility for future deals.
• If Instagram, YouTube, or another platform removes the post, the Creator must replace it or raise a Dispute. Platform takedown is not a breach by ZipXO.

• Where a Collaboration involves a physical product, the Brand must ship it with a tracking number shared through the Platform.
• The Deliverable timeline is paused until the Creator confirms receipt; deadlines resume from confirmation.
• Transit risk remains with the Brand until confirmed receipt. ZipXO is not a bailee of goods.

ZipXO may suspend payouts, request additional verification, monitor transactions, and report suspicious activity where required by Applicable Law. The Platform must not be used for money laundering, terrorist financing, sanctions evasion, or other unlawful financial activity.

Except for User Content, the Platform and all Intellectual Property Rights therein remain the exclusive property of ZipXO and its licensors, including the ZipXO name, ZIP and XO workflows, software, algorithms, ranking and matching systems, and documentation. No ownership is transferred by using the Platform. No implied licences arise.

Users shall not copy, reverse engineer, scrape, clone, resell, or otherwise misuse the Platform except as expressly permitted. Feedback submitted to ZipXO may be used without restriction or compensation unless prohibited by Applicable Law.

Each User retains Intellectual Property Rights existing before a Collaboration, including Brand trademarks and logos and a Creator's personal brand, social accounts, and prior portfolio. Brand assets supplied for a Campaign may be used by the Creator only to fulfil that Campaign, on a limited, revocable, non-exclusive basis.

Unless a separate written agreement says otherwise, the Creator remains the initial owner of newly created Work Product. Ownership does not transfer merely because payment has been made. The Brand receives only the Usage Rights selected on that ZIP, which take effect upon release of payment for the relevant Deliverable:

• Creator Post: the Brand receives confirmation of the Creator's post on the Creator's own profile. The Brand does not receive a downloadable copy or the right to republish, run ads with, or otherwise use the content on Brand channels.
• Brand Can Use: upon final approval, the Brand may use the video on the Brand's own social media, website, and organic marketing. This does not include paid advertising or unrestricted sublicensing.
• Use It Anywhere: upon final approval, the Brand may use the video in the Brand's own marketing, including paid ads, for the duration of the Collaboration. This does not transfer copyright or allow unrestricted sublicensing to unrelated third parties.

Moral rights are reserved to the extent they cannot be waived under the Copyright Act, 1957. To the extent permitted, the Creator agrees not to assert moral rights so as to defeat the selected Usage Rights.

Use of a Creator's likeness, voice, or delivered content to train artificial-intelligence models is prohibited unless the Creator has granted an explicit, separate licence for that purpose.

The Creator is responsible for ensuring that music, footage, fonts, and other third-party material in Deliverables are licensed for the intended use, including the selected Usage Rights. Claims arising from unlicensed material are the Creator's responsibility.

AI-generated rankings, matching, analytics, or moderation outputs are assistive only and may be incomplete or inaccurate. Users remain responsible for their own decisions.

Users shall not scrape, extract, or use Platform Content, User Data, Campaign information, or Deliverables to train, fine-tune, or evaluate AI models, competing datasets, or similar systems without ZipXO's prior written consent.

Subject to Applicable Law, ZipXO owns aggregated, anonymised analytics generated by operating the Platform. Metadata such as timestamps, workflow records, and audit trails may be used for administration, security, fraud detection, and compliance.

Personal Data processing, cookies, transfers, and retention are described in the Privacy Policy.

Deletion and retention timelines for Personal Data are in the Privacy Policy. Closing an account may end access to Collaborations, chat, and campaign history on the Platform, subject to other Users' rights and completed Campaigns.

• All sponsored content must carry a mandatory advertising disclosure (for example #Ad or the platform's paid-partnership label) in line with ASCI guidelines and Applicable Law.
• Campaigns for illegal products or services, or products that cannot lawfully be advertised, are banned.
• Each Brand and Creator is solely responsible for disclosures, approvals, and legal notices. ZipXO does not certify Campaign legal compliance.

• Arranging or accepting payment for Platform collaborations outside Safe Pay.
• Fake followers, purchased engagement, bots, or misrepresented audience or performance metrics.
• Harassment, abuse, or threats directed at Users or ZipXO staff.
• Identity fraud, impersonation, or falsified KYC.
• Unauthorised bots, scrapers, or API abuse.

Off-platform payment for a Platform collaboration is a material breach. Liquidated damages equal to two times (2×) the Platform Fee that would have been earned on that ZIP are a genuine pre-estimate of ZipXO's loss and not a penalty. ZipXO may also suspend or terminate the account. ZipXO does not forfeit unrelated pending payouts except as permitted by Applicable Law after a Dispute determination.

Each party shall keep non-public campaign details, pricing, unpublished content, and credentials confidential, except for published Deliverables, disclosures required by law, or information already public without breach.

Users represent that they are not subject to economic sanctions that prohibit use of the Platform. ZipXO may suspend accounts or payments to comply with sanctions and export-control laws.

Users may contact support at Zipxosupport@zipxo.com. ZipXO does not guarantee immediate response times except where Applicable Law requires otherwise.

For grievances relating to the Platform or these Terms, contact Replace[GRIEVANCE OFFICER NAME / PHONE — insert] at grievance@zipxo.com. ZipXO will acknowledge grievances within 24 hours and endeavour to dispose of them within 15 days, as required under Applicable Law for intermediaries.

Nothing in this Agreement restricts a User from exercising non-waivable statutory rights or complaining to a competent authority.

• Either party may raise a Dispute through the ZipXO help desk with supporting evidence (brief, chat, submissions, revision requests).
• While a Dispute is open, Safe Pay funds for affected Deliverables are frozen.
• After reviewing evidence, ZipXO may refund the Brand, release payment to the Creator, or split the Safe Pay balance. ZipXO aims to complete on-platform review within 10 business days, subject to evidence and payment-provider timing.
• ZipXO's determination is final for moving Safe Pay funds on the Platform. It does not waive either party's right to pursue remedies under Applicable Law after disbursement. Already released or refunded amounts will not be re-opened against ZipXO except in case of ZipXO's fraud or wilful default.

ZipXO acts as Platform operator, not as legal counsel, court, or fiduciary. Users remain responsible for protecting their own rights.

To the maximum extent permitted by Applicable Law, the Platform and AI Services are provided "as is." ZipXO does not warrant uninterrupted availability, error-free matching, or the conduct of any User or Third-Party Service.

ZipXO's aggregate liability for any claim arising from the Platform or a Collaboration is limited to the Platform Fees ZipXO actually earned on the ZIP giving rise to the claim, to the maximum extent permitted by Applicable Law.

ZipXO is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or reputational harm, even if advised of the possibility.

Nothing in this Agreement excludes liability for ZipXO's fraud, wilful default, or any liability that cannot be limited under Applicable Law.

Creators shall indemnify ZipXO against claims arising from unlicensed material in Deliverables, fake metrics, skipped advertising disclosures, social-platform term breaches, and the Creator's taxes.

Brands shall indemnify ZipXO against claims arising from product liability, false product claims, Brand-supplied assets, illegal Campaigns, and shipping of physical goods.

Each User shall indemnify ZipXO against claims arising from that User's Content, conduct, or breach of these Terms, including third-party and regulatory claims, except to the extent caused by ZipXO's fraud or wilful default.

As between Brand and Creator, damages arising from a Collaboration are capped at that ZIP's Safe Pay amount, excluding fraud. This cap does not expand ZipXO's liability.

No party is liable for failure or delay caused by a Force Majeure Event. If such an event continues for more than 14 days in a funded Collaboration, either party may raise a Dispute regarding unreleased amounts.

If ZipXO reasonably believes a User has died, become incapacitated, or entered insolvency, ZipXO may suspend the account, pause Campaigns, and delay releases until it receives satisfactory legal documentation. ZipXO is not responsible for determining inheritance or competing claims.

ZipXO may assign or transfer this Agreement in connection with a merger, acquisition, restructuring, or sale of operations without User consent. Users may not assign rights without ZipXO's prior written consent. This Agreement binds permitted successors and assigns.

Electronic communications to the registered email, in-app notifications, or dashboard constitute valid notice unless Applicable Law requires otherwise. Legal notices to ZipXO: legal@zipxo.com.

These Terms are governed by the laws of India. Subject to the on-platform Dispute process for Safe Pay fund movement, the courts at Jind, Haryana have exclusive jurisdiction.

If a provision is unenforceable, the remainder continues in effect. Failure to enforce a provision is not a waiver. These Terms, the Collaboration Agreement, and the Privacy Policy, together with the ZIP's commercial terms, are the entire agreement for Platform use.

Usage Rights, 120-day keep-live, indemnity, confidentiality, Platform Fees, limitation of liability, and this survival clause survive termination or account closure.

• Correspondence address: Ho no 4673, Sector 11, Jind, Haryana, 126102
• Legal entity: Replace[LEGAL ENTITY NAME — insert on incorporation]
• CIN: Replace[CIN — insert on incorporation]
• GSTIN: Replace[GSTIN — insert when registered]
• Support: Zipxosupport@zipxo.com
• Legal notices: legal@zipxo.com
• Grievance Officer: Replace[GRIEVANCE OFFICER NAME / PHONE — insert], grievance@zipxo.com
• Website: https://www.zipxo.in

"ZipXO", "ZIP", "XO", the ZipXO logo, and related names, logos, product names, slogans, and branding are trademarks or unregistered marks of ZipXO or its licensors. Unauthorised use is prohibited. All goodwill from authorised use inures to ZipXO.

Copyright © 2026 ZipXO. All rights reserved. Platform software, design, workflows, and documentation are protected under the Copyright Act, 1957 and Applicable Law.