Terms & Conditions

In this Agreement, the following terms shall have the meanings ascribed to them:

This Agreement constitutes a legally binding contract between you and CBuddy Private Limited. For Creators, acceptance occurs at Step 1 of the EngagePro onboarding flow within Bluenath, where explicit acceptance of these Terms is required by scrolling to the end of the document before the "Accept & Continue" button is enabled. The timestamp of acceptance is permanently recorded on your account.

This Agreement incorporates by reference: our Privacy Policy; our ASCI Compliance Guidelines; PayU's Terms of Service (for payment processing); and any campaign-specific terms communicated during the collaboration flow.

EngagePro is a technology intermediary platform under Section 2(1)(w) of the Information Technology Act, 2000. We provide the following core services:

• Creator Discovery: AI-powered matching of Advertisers with verified Creators based on audience demographics, engagement metrics, historical performance, and campaign specifications
• Campaign Management: Tools to create, fund, and manage influencer marketing campaigns across YouTube, Instagram, and Facebook
• Collaboration Workspace: Secure messaging, document sharing, ad date coordination, and ad link submission between Advertisers and Creators
• Ad Verification: A structured pipeline for Advertisers to review and approve creator-submitted ad content, with automated approval after 72 hours
• Analytics & Attribution: Website event tracking via the @bluenath/engage module and campaign ROI attribution using Bayesian statistical models
• Payout Management: Collection, escrow, and disbursement of campaign funds including platform fee deduction, TDS compliance, and ledger management
• Dispute Resolution: Structured grievance portal with admin arbitration, RERUN and CANCEL modes

We reserve the right to modify, suspend, or discontinue any feature or service with reasonable notice to users. The Platform is provided on an "as is" and "as available" basis.

4.1 General Eligibility

• You must be at least 18 years of age to register on EngagePro
• You must be legally capable of entering into binding contracts under Indian law
• If registering on behalf of a company or business entity, you represent that you have the authority to bind that entity to this Agreement
• You must not have been previously suspended or banned from the Platform

4.2 Advertiser Registration

To register as an Advertiser, you must provide:

• Full legal name (individual or authorised signatory)
• Brand or company name
• Valid email address (used for OTP-based authentication)
• GSTIN (for business entities)
• PAN card details

4.3 Creator Registration (via Bluenath)

Creators access EngagePro exclusively through the Bluenath platform. The EngagePro onboarding for Creators is a three-step process:

• Step 1 — Terms Acceptance: Scroll through and accept these Terms and Conditions. Acceptance is timestamped and irrevocable for the relevant session.
• Step 2 — Rate Card Setup: Configure per-ad pricing, delivery timeline preference, and monthly ad capacity for each connected social media platform.
• Step 3 — KYC Details (optional, required for payouts): Legal name matching PAN, PAN number, address, bank account number, IFSC code, and optional PAN card image upload.

4.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You must notify us immediately at support@bluenath.com of any unauthorised access. We are not liable for losses resulting from unauthorised use of your account due to your failure to maintain security.

5.1 Campaign Creation & Funding

• Advertisers must pay the full campaign budget upfront before any creator matching or outreach begins
• Campaign funds are collected by the Platform and held in escrow until payouts are triggered
• Collected funds cannot be applied to a different campaign; they are ring-fenced per campaign
• Wallet balance from returned/unused funds can be applied to offset the cost of new campaigns
• Advertisers may only update the number of ad videos and delivery timeline on an active campaign; all other parameters are locked post-payment

5.2 Ad Requests & Creator Selection

• Advertisers may send a maximum of 5 Ad Requests simultaneously per campaign
• Ad Requests expire automatically after 24 hours if not responded to by the Creator
• The Platform reserves the right to block further Ad Requests if the campaign's remaining budget cannot cover the rate card of the Creator being approached
• If an Advertiser wishes to approach a Creator not registered on Bluenath, the request is forwarded to the EngagePro admin team who will attempt manual outreach within 7 business days

5.3 Ad Verification Obligations

• Upon a Creator submitting an ad link, the Advertiser has 72 hours to approve or raise a dispute
• Failure to act within 72 hours results in automatic approval of the ad; the Advertiser waives any right to dispute that specific ad delivery
• Disputes must be raised with a reason and description; frivolous or bad-faith disputes may result in account suspension

5.4 Advertiser Representations

By creating a Campaign, the Advertiser represents and warrants that:

• The product or service being advertised is legal in India and in the targeted location(s)
• The Campaign brief and guidelines do not request deceptive, misleading, or illegal content
• The Advertiser holds all rights and permissions necessary for the campaign materials shared with Creators
• The Campaign complies with all applicable laws including the Consumer Protection Act, 2019, and ASCI guidelines

6.1 Participation in Campaigns

• Creators may accept or reject any Ad Request within 24 hours; the decision is final
• Upon acceptance, the Creator is bound by the campaign specifications including ad count, delivery timeline, and confirmed ad dates
• Creators must publish ads on or before the confirmed ad date(s) as agreed in the collaboration
• Creators must submit the live ad link through the Bluenath collaboration workspace on or after the scheduled date

6.2 Ad Content Standards

• All advertisements must include mandatory disclosure using #ad, #sponsored, or #paidpartnership as required by the Advertising Standards Council of India (ASCI) Guidelines for Influencer Advertising, 2021
• Content must be original and created by the Creator in line with the campaign brief
• Content must not be defamatory, obscene, sexually explicit, hateful, or violating of any applicable law
• Content must not make false or misleading claims about the advertised product or service
• Creators must not repurpose, resell, or reuse ad content for other brands without written consent from the Advertiser

6.3 Creator Performance & Rating

The Platform maintains a performance points system for Creators that affects their visibility in the Smart Match algorithm:

• On-time delivery: +10 points
• Brand rating of 5 stars: +15 points
• Brand rating of 4 stars: +8 points
• Brand rating of 3 stars: +2 points
• Brand rating below 3 stars: -5 points
• Valid dispute raised against Creator: -20 points
• RERUN triggered by admin: -10 points
• Missed RERUN deadline: -30 points
• Ad Request expired (not responded to): -3 points
• Flexible KPI target exceeded: +20 points

Performance points are normalised to a 0–1 score (points / 200) and contribute to the Creator's match score in the Smart Match Engine.

6.4 Creator Penalty — RERUN & Missed Deadline

• If an ad is sent to RERUN mode by the admin following a valid dispute, the Creator has 30 days to publish the replacement ad
• Failure to submit within the 30-day RERUN window results in a 25% fine deducted from the Creator's agreed payout amount
• The remaining 75% is refunded to the Advertiser's wallet; no further payment is owed to the Creator
• Each collaboration is eligible for a maximum of one (1) RERUN

7.1 Campaign Lifecycle

Campaigns follow a defined lifecycle: Draft → Payment → Active → Creator Selected → In Collaboration → Ad Submitted → Verified/Disputed → Completed/Cancelled. Each state transition is governed by the Platform's FSM and is logged in an immutable audit trail.

7.2 Ad Date Confirmation

• The Advertiser proposes ad publication date(s) via the collaboration calendar, selecting dates within a 30-day window
• The number of dates must equal the number of ads agreed in the campaign
• The Creator must confirm proposed dates; the Creator may propose alternatives, to which the Advertiser may respond
• Once confirmed by both parties, the dates are binding and constitute the official deliverable schedule

7.3 Campaign Completion

A campaign is considered complete when all confirmed ad deliverables are approved (by the Advertiser or by auto-approval). Upon completion, the Collaboration is locked (no further messaging), and the Creator's payout is triggered as per Section 8.

7.4 Multiple Creators in a Campaign

• Fixed Pay campaigns may involve multiple Creators; the campaign budget is divided equally among selected Creators
• Flexible Pay campaigns are restricted to a single Creator per campaign to ensure fair and attributable performance tracking
• Each Creator in a multi-creator campaign has an independent Collaboration subject to its own FSM lifecycle

8.1 Advertiser Payment

• Campaign funds must be paid in full via PayU payment gateway before campaign activation
• Accepted payment methods: UPI, Net Banking, Debit/Credit Cards, PayU wallet (subject to PayU's terms)
• All payments are in Indian Rupees (INR)
• GST, if applicable, will be charged in addition to the campaign amount
• Advertiser wallet balance (from refunds or flexible pay remainders) may be applied to offset new campaign costs; the remaining balance is charged via PayU

8.2 Platform Fee Structure

The Platform deducts a total of 17.5% from the Creator's gross payout, comprising:

• 15% — EngagePro Platform Service Fee
• 2.5% — Payment Gateway Processing Charges (PayU)

8.3 TDS Deduction

• TDS is deducted at 10% under Section 194R of the Income Tax Act, 1961, on the net amount (after platform fee) where a Creator's total annual payout from the Platform exceeds ₹20,000 in a financial year
• Form 16A (TDS certificate) will be issued to the Creator quarterly
• The Platform is the TDS deductor (TAN: DELC26351D) and is responsible for remitting TDS to the Income Tax Department
• Creators who are GST-registered must provide their GSTIN; GST invoices will be issued within 7 days of payout

8.4 Payout Calculation (Net Creator Payout)

8.5 Flexible Pay — Specific Rules

• The total flexible pool amount is locked from campaign creation until the flexible window end date
• The flexible window is set by the Advertiser at 30, 60, or 90 days (minimum 30 days, maximum 90 days)
• KPI actions are counted and attributed during the flexible window period
• If the Creator does not earn the full pool amount, the unearned remainder is released to the Advertiser's wallet after the window closes
• Partial payouts are made proportionally: if the pool is ₹5,000 and the Creator generates 100 sales at ₹5/sale, the Creator earns ₹500; the remaining ₹4,500 is returned

8.6 Refund Policy

• Full refund to Advertiser wallet: Campaign cancelled before any Ad Request is accepted
• Full refund to Advertiser wallet: Collaboration cancelled by admin (CANCEL mode after dispute)
• Partial refund (75% of Collaboration amount) to Advertiser wallet: Creator misses RERUN deadline
• Flexible pool remainder: Returned to Advertiser wallet after window expiry
• No refunds: Once an ad is approved (manually or automatically), payment is irrevocable
• Refunds are credited to the Advertiser's EngagePro wallet; withdrawal to original payment method is not supported

KYC verification is mandatory for Creator payouts and is governed by the Prevention of Money Laundering Act, 2002 (PMLA) and RBI KYC norms. The following information is required:

• Full legal name (must match PAN card exactly)
• PAN number — validated against regex: ^[A-Z]{5}[0-9]{4}[A-Z]{1}$
• Indian residential/business address (minimum 20 characters)
• Bank account number and IFSC code (validated; bank name confirmed via IFSC API)
• PAN card image — front and back (JPEG/PNG, max 5MB per file) — optional but accelerates KYC approval
• GSTIN (optional, only if GST-registered) — validated against GST format

PAN numbers are encrypted at rest (AES-256-GCM). Bank account numbers are retained as last 4 digits only after KYC approval; the full number is never logged. KYC documents are stored in a private AWS S3 bucket accessible only to authorised admin personnel via time-limited pre-signed URLs.

Providing false or misleading KYC information is a criminal offence under the Indian Penal Code (IPC) and the Prevention of Money Laundering Act, 2002. The Platform reserves the right to report suspected fraud to relevant authorities and to immediately suspend and terminate the offending account.

10.1 Creator Content Ownership

The Creator retains full copyright and ownership of all original ad content created by them. By accepting a Campaign and publishing an ad:

• The Creator grants the Advertiser a non-exclusive, royalty-free, worldwide licence to repost, share, and use the ad content for a period of 12 months from the date of publication
• This licence does not extend to sublicensing or commercial use beyond promotional reposting without the Creator's written consent
• The Creator warrants that the content does not infringe any third-party copyright, trademark, or other intellectual property rights

10.2 Platform Intellectual Property

All technology, algorithms (including Smart Match Engine), UI/UX, trademarks, trade names (EngagePro, Bluenath), and proprietary methodologies (Bayesian attribution model) are the exclusive property of CBuddy Private Limited. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Platform solely for its intended purpose. You may not copy, reverse-engineer, scrape, or create derivative works from our Platform.

10.3 Campaign Materials

Brief documents, guidelines, and other materials shared by Advertisers with Creators in the collaboration workspace are confidential. Creators acknowledge this by accepting an NDA/confidentiality warning before opening an Ad Request. Campaign materials may not be shared outside the collaboration without Advertiser consent.

The @bluenath/engage npm module allows Advertisers to track website events (page views, conversions, purchases, signups) and attribute them to campaigns. By integrating this module:

• You agree that EngagePro will collect and process website visitor event data from your website via your unique API key
• You are solely responsible for obtaining all necessary consents from your website visitors in compliance with applicable privacy laws (including DPDPA 2023)
• You must disclose the use of third-party analytics tracking in your website's privacy policy
• Event data is identified by API key and stored in TimescaleDB; it is never shared with other Advertisers
• You may revoke API key access at any time via the Developer Settings section, which will immediately stop event collection
• EngagePro is not responsible for inaccuracies arising from incorrect module integration, ad blockers, or browser privacy settings affecting data collection

This section governs disputes arising within the Platform between Advertisers and Creators. For disputes between Users and the Company, refer to Section 18.

12.1 Raising a Dispute

• Advertisers may raise a dispute within 72 hours of a Creator submitting an ad link, via the Dispute tab in the Collaboration workspace
• A dispute must include a reason (selected from predefined categories) and a written description
• Once a dispute is raised, the ad enters 'Dispute Mode', auto-approval is cancelled, and payout is held

12.2 Admin Arbitration

• All disputes are reviewed by the EngagePro admin team within 5 business days
• The admin team reviews all evidence including ad material, submitted link, campaign brief, confirmed dates, and both parties' submissions
• The admin may: (a) dismiss the dispute and release the payout to the Creator; (b) set the collaboration to RERUN mode; or (c) set the collaboration to CANCEL mode
• The admin's decision is final for platform-level resolution; parties retain their rights to pursue external legal remedies

12.3 RERUN Mode

• In RERUN mode, the Creator is given 30 days to publish a replacement ad
• All date confirmation and submission steps restart from the beginning
• A maximum of one (1) RERUN is permitted per Collaboration
• Failure to submit within the RERUN window results in CANCEL mode and a 25% fine to the Creator

12.4 CANCEL Mode

• The Collaboration is terminated; the Creator receives no payment for the disputed ad
• The Advertiser's locked funds (minus any ads already approved and paid) are refunded to their EngagePro wallet
• The Creator receives negative performance points
• The Advertiser may restart the creator search process for the campaign

The following activities are strictly prohibited and will result in immediate suspension, termination, and potential legal action:

• Providing false or misleading information during registration, KYC, or campaign creation
• Attempting to circumvent the Platform's payment system (e.g., arranging direct off-platform payments after initiating contact via EngagePro)
• Submitting fraudulent ad links (e.g., private, deleted, or unrelated videos) as campaign deliverables
• Artificially inflating engagement metrics (buying followers, views, likes, or using bots)
• Reverse-engineering, scraping, or attempting to access EngagePro's systems beyond your authorised access
• Using the Platform to promote illegal products, services, or content
• Harassing, threatening, or engaging in abusive behaviour towards other users or EngagePro staff
• Creating multiple accounts to circumvent bans, rate limits, or search exclusions
• Using the Analytics Module's API key to send fabricated or manipulated event data
• Sharing another user's confidential campaign materials without authorisation

To the maximum extent permitted by applicable Indian law:

• The Platform is provided 'as is' without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement
• The Company does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or malicious code
• The Company is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profits, data, or goodwill, arising from or related to your use of the Platform
• The Company's total aggregate liability to any User for any claims arising under or related to this Agreement shall not exceed the total fees paid by that User to the Platform in the 3 months immediately preceding the event giving rise to the claim, or ₹10,000, whichever is higher
• The Company acts as a marketplace intermediary; we are not responsible for the quality, legality, or performance of Creator content or Advertiser products
• ROI projections shown in the Campaign Planner and Analytics are estimates based on statistical models; actual results may vary

You agree to indemnify, defend, and hold harmless CBuddy Private Limited, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your violation of this Agreement or any applicable law
• Your campaign materials, ad content, or website integration
• False or misleading information provided during registration or KYC
• Any intellectual property infringement by your content or campaign
• Any third-party claims arising from your use of the Platform
• Your violation of any third party's rights, including privacy rights

16.1 Termination by User

You may close your account at any time by contacting support@bluenath.com. Account closure is subject to: completion or resolution of all active Collaborations; release of any held funds; and compliance with applicable data retention obligations.

16.2 Termination by the Company

We may suspend or terminate your account immediately, without prior notice, if:

• You violate any provision of this Agreement
• You engage in Prohibited Conduct (Section 13)
• You provide false KYC or registration information
• You take actions that may expose the Company to legal liability or reputational harm
• Your performance points fall below -50 (Creator accounts)
• You have 3 or more valid disputes raised against you within 6 months

Upon termination by the Company for cause, any campaign funds already earned and approved will be paid out (subject to deductions); disputed or pending amounts will be held pending resolution.

We reserve the right to modify this Agreement at any time. Material changes will be communicated via:

• Email notification to all registered users at least 14 days before the changes take effect
• A prominent in-app banner on the EngagePro dashboard
• Updated 'Last Updated' and 'Effective Date' on this page

Your continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Agreement. If you disagree with the changes, you must discontinue use and request account closure before the effective date.

18.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of India. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Bangalore, Karnataka, unless resolved through arbitration as described below.

18.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended by the Arbitration and Conciliation (Amendment) Act, 2019):

• Seat and venue of arbitration: Bangalore, Karnataka, India
• Language of proceedings: English
• Number of arbitrators: One (1), mutually appointed; if no agreement within 30 days, appointed by the competent court
• The arbitral award shall be final and binding on both parties
• Either party may seek interim relief from a competent court pending the constitution of the arbitral tribunal

18.3 Regulatory Compliance

This Agreement and the Platform's operations are designed to comply with: the Companies Act, 2013; the Information Technology Act, 2000; the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; the Digital Personal Data Protection Act, 2023; the Prevention of Money Laundering Act, 2002; the Income Tax Act, 1961; the Goods and Services Tax Act, 2017; the Consumer Protection Act, 2019; the Arbitration and Conciliation Act, 1996; and the ASCI Code for Self-Regulation in Advertising.

For any questions or concerns regarding these Terms and Conditions, please contact us: