Terms of Service - Creators

Last Updated on: 24/02/2022



  • Nicoya is a platform where Content Creators and Marketers shall come together to connect by paying a specific fee.
  • “Content Creators” are any individuals, representatives of individuals including agencies that use the NICOYA Platform including NICOYA’s website located at www.nicoya.in, and the services mentioned below.
  • “Marketers” are any brand owners, advertisers, marketing agency, or its representatives agencies that use the NICOYA Platform including NICOYA’s website located at www.nicoya.in, and the services mentioned below.

    1. NICOYA provides a proprietary platform (“Platform”) and campaign management services (“Services”) to help Content Creators connect and collaborate with Marketers to create content for sponsored marketing campaigns (“Campaign”);
    2. These terms of service (“Terms of Service”) apply to you if you are a Content Creator . If you are a Marketer, these terms do not apply to you, and you should review our terms of service for Marketers at the following link: Terms of Service - Brands
    3. Relationship with NICOYA. No agency, fiduciary, partnership, joint venture, employee/employer, franchisor-franchisee is intended or created by Content Creator’s use of NICOYA’s Platform or Services.
    4. Language. It is the express wish of Content Creator and NICOYA that these Terms of Service be drafted in English.
      The name, and address of the provider of the Platform is:

      C/O Gemius Design Studio
      M97, Someshwara Enclave,
      Vesu, Surat – 07
    5. Complaints regarding the Platform or requests to receive further information regarding use of the Platform may be sent to the above address or to hello@nicoya.in.
    6. Notice. Notices to Content Creator may be made via email or regular mail, or in cases of changes to these Terms of Service or to the Services offered through the Platform, by posting notices or links to such notices, or by posting an updated version of the Terms of Service on the Platform itself.
    7. Changes to Terms of Service. NICOYA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and Services (or any part thereof) with or without notice. NICOYA reserves the right to change these Terms of Service at any time and from time to time. Any new features that may be added to the Platform or Services from time to time will be subject to these Terms of Service, unless stated otherwise. Content Creator is responsible for regularly reviewing these Terms of Service, including, without limitation, by checking the date of “Last Update” at the top of this document. NICOYA may also, at NICOYA’s option, choose to notify Content Creator of such changes by e-mail or other means. If the modified Terms of Service are not acceptable to Content Creator , Content Creator ’s only recourse is to stop using the Platform and Services. Content Creator ’s continued access to and use of the Platform or Services will constitute the Effective Date to such updated Terms of Service.
    8. Entire Agreement. These Terms of Service will represent the entire agreement between Content Creator and NICOYA and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by both Content Creator and NICOYA.

  2. SERVICES – Collaboration on Campaigns
    1. Content Creator may use the Platform and Services to submit details regarding the fees that Content Creator may charge to create content (“Content Creator Fees”), the services Content Creator provides concerning collaborations with Marketers and details regarding Content Creator ’s social media accounts, location, and demographics, in addition to other details required by NICOYA.
    2. If a Marketer is interested in collaborating with a Content Creator on a Campaign, the Marketer may send an invite to participate in the Campaign via the Platform and deliver a campaign brief outlining Marketer’s requirement for the Campaign (“Campaign Brief”). In the Campaign Brief, the Content Creator may be informed about the budget, design and creative, target audience and campaign duration.
    3. If Content Creator agrees to participate in the Campaign, Content Creator shall be required to send in a Bid “Campaign Bid” to the Marketer stating interest in collaboration along with Content Creator Fees. Upon complete agreement between the Marketer and Content Creator , the details of the Campaign Brief and Content Creator Fees will be reflected in an agreement which must be entered into by Content Creator and NICOYA. Each Campaign will be governed by an Agreement, including any Campaign Briefs or other documents referenced therein.
    4. Work Products.
      1. Marketer and Content Creator can use the “Chat” feature on NICOYA to coordinate the development of the content produced by Content Creator for a Campaign (“Work Product”).
      2. Marketers will have an opportunity to review and approve all Work Products in the “Draft Approval” section.
      3. Content Creator will only post Work Product approved by Marketer (“Campaign Content”) on social media.
    5. Campaign Launches; Communications; Changes.
      1. NICOYA will help facilitate the launch of each Campaign and the posting of Campaign Content on the specified social media platforms following the Marketer’s requirements for the applicable Campaign.
    6. Additional Terms
      1. All Campaign Content and posting of Campaign Content on social media will be subject at all times to NICOYA’s approval, direction, and control, and Content Creator will abide by all reasonable instructions, directions, and recommendations provided in the “Member Conduct” section of this document.
      2. NICOYA retains the right to reasonably hold back and adjust Content Creator Fees where Content Creator does not provide the Campaign Content or to the reasonable satisfaction of Marketer.

    1. Access to the Platform. Subject to Content Creator ’s compliance with the terms and conditions of these Terms of Service (including signing up for an Account and complying with the Member code of conduct), NICOYA will make the Platform available to Content Creator on the terms and conditions set out in these Terms of Service.
    2. Suspension of Access; Modifications. NICOYA may, from time to time and in NICOYA’s discretion without limiting any of NICOYA’s other rights or remedies at law or in equity under these Terms of Service:
      1. suspend Content Creator ’s access to or use the Platform; or
      2. make any modifications to the Platform.
    3. Technical Support. NICOYA will provide Content Creator with technical support for the Platform:
      1. via email at hello@nicoya.in, Monday to Friday from 10:00 AM to 6:00 PM IST
    4. Service Levels. NICOYA will use commercially reasonable efforts to achieve 99% Platform uptime and will use commercially reasonable efforts to provide notice at least 48 hours in advance for scheduled maintenance within regular business hours.
    5. Linking. The Platform may offer Content Creator links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with NICOYA. Please understand that such linked websites are independent from NICOYA, and NICOYA has no control over the content of such websites. Consequently, NICOYA cannot be held liable for and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to NICOYA’s Platform, and NICOYA encourages Content Creator to review the terms and privacy policies of those third parties before using their websites.
    6. The links which NICOYA might place on the Platform do not imply that NICOYA sponsors, endorses or is affiliated or associated with, or has been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

    1. Eligibility. If Content Creator is an individual, Content Creator must be: (i) over the age of majority in Content Creator ’s jurisdiction of residence who can form legally binding contracts, and (ii) of age to legally perform the work in any Campaign including any work associated with a Campaign to register for an Account on the Platform (“Account”) and to be accepted by NICOYA as a member (“Member”) of the Platform. The Content Creator is solely responsible for ensuring that the use of the Platform and Services following these Terms of Service in Content Creator ’s jurisdiction of residence is permitted by law or regulation. If such use is not so permitted by applicable law, NICOYA prohibits all use and access to the Platform and Services. Suppose Content Creator is a corporation, partnership, association or other business entity. In that case, Content Creator agrees that Content Creator has the authority to bind the corporation, partnership, association or other business entity to these Terms of Service.
    2. Content Creator Account Information. Upon registering for an Account, Content Creator may decide to or be required to integrate Content Creator ’s Account with a third-party social media account (e.g., Instagram). In connection with such integration, Content Creator authorizes NICOYA to obtain certain information about Content Creator from Content Creator’s social media account, including certain personal information, such as Content Creator ’s name, profile information, profile picture, social media account metrics, the number of followers, and any information that Content Creator may make publicly available on or through the social media account (“Social Media Information”). NICOYA may include some or all of this Social Media Information in Content Creator ’s Account, and this information may be visible to other Members or visitors to the Platform. Content Creator agrees to provide current, complete and accurate information and to promptly update all account information to keep Content Creator ’s account current, complete, and accurate. Content Creator may change or update Content Creator ’s account information at any time.
    3. Account Confidentiality. Content Creator is responsible for maintaining the confidentiality of Content Creator ’s user ID and password and NICOYA strongly recommends that Content Creator not disclose Content Creator ’s user ID or password to anyone. Content Creator agrees to notify NICOYA if Content Creator becomes aware of a potential security breach, such as unauthorized disclosure of Content Creator ’s user ID and password. Content Creator may not transfer or sell the Member's Account to another party.
    4. Account Termination by NICOYA. NICOYA may terminate, suspend, or otherwise restrict or prohibit access to the Platform and NICOYA’s Services, remove hosted Member Content including but not limited to Content Creator ’s Account, Campaigns, Work Product and Campaign Content, and take technical and legal steps to prohibit Content Creator from using the Platform or NICOYA’s Services for any reason and without prior notice.
    5. Account Closure by Member. Content Creator ’s Account can only be closed once all obligations (including payment obligations, if applicable) in association with the Account or Campaigns have been satisfied by Content Creator and Content Creator has provided written notice to hello@nicoya.in and received written confirmation from NICOYA. See Termination and Suspension for more details.
    6. Agency Accounts. Content Creator s have the option to grant an intermediary agency account (“Agency Account”) certain administrative privileges by accepting to be a Member to Marketer’s Account (“Agency Account Members”) authorizing the Agency Account to act on Content Creator s behalf. The Agency Account may grant Agency Account Members certain administrative privileges. Content Creator is responsible for ensuring that all use of the Platform and Services by Agency Account Members complies with these Terms of Service. Content Creator is liable for all actions of Agency Account Members in the Agency Account. NICOYA does not control fees charged by an Agency Account to its Agency Account Members and is not responsible for payments by the Agency Account to Agency Account Members for services associated with NICOYA’s Services. Any disputes regarding these payments are between the Agency Account and its Agency Account Members.

    1. Member Conduct. Content Creator s must responsibly use the Content Creator 's Account and respect Members’ privacy. Content Creator will not access or use the Platform or the Services to:
      1. sub-license, sell, rent, lend, lease or distribute the Platform or any intellectual property rights therein, or otherwise make the Platform available to any third parties;
      2. permit timesharing, service bureau use or commercial exploitation of the Services;
      3. violate any applicable law or intellectual property right;
      4. threaten the security or functionality of the Platform;
      5. create, collect, transmit, store, use or process any data:
        1. that Content Creator does not have the lawful right to create, collect, transmit, store, use or process;
        2. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
        3. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      6. attempt to reverse engineer, decompile or disassemble the Platform;
      7. access or use the Platform to build a similar or competitive product or service;
      8. upload, post or otherwise make available any material that contains viruses, malware or other malicious software;
      9. perform any vulnerability, penetration or similar testing of the Platform;
      10. promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
      11. promote, upload, post, or otherwise make available any abusive material, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
      12. engage in any activity that may reasonably injure or adversely reflect on the name, goodwill or reputation of NICOYA or Marketer;
      13. make any false representation, including the creating of a false identity, impersonation of any person or entity or misrepresentation of Content Creator ’s affiliation with any person or entity; or
      14. track, trace, harvest, or otherwise collect or store any information, including personal information, on any Account or any other Member of the Platform, without the express consent of such Member(s).
    2. Member Content. NICOYA allows Content Creator s to interact in and publish information on the Platform (“Member Content”). Member Content includes any Work Product or Campaign Content.
      1. Content Creator agrees and understands that any Member Content which Content Creator posts, provides or accepts may be viewed by the general public and not treated as private, proprietary or confidential.
      2. Content Creator is solely responsible for the Member Content that Content Creator makes available through the Platform and Content Creator will ensure that: (A) Content Creator owns or has all necessary rights to use the Member Content; (B) the provision of the Member Content will not infringe or violate any patent, copyright, trade-mark, or other intellectual property rights, or any right of privacy or publicity of any third party; and (C) the Member Content does not violate any applicable law or regulation.
      3. While participating in a Campaign, Content Creator will not promote or endorse any ware, service or brand that directly competes with the ware, service or brand being promoted in the Campaign.
      4. While Content Creator s maintain editorial control over Campaign Content, Content Creator agrees to adhere to the following professional standards, in addition to the requirements set out under the “Member Conduct” section above, when posting Campaign Content:
        1. Campaign Content must not contain material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement, or that is unlawful, in violation of or contrary to any applicable law or regulations;
        2. Campaign Content must comply with applicable laws as well as with any applicable and mutually agreed-upon guidelines relating to a Campaign;
        3. Campaign Content must not directly or indirectly disparage, defame, or present in a negative light, any party or person affiliated with a Campaign;
        4. Campaign Content must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libellous, threatening, indecent, violent, offensive, refers to dangerous, unlawful or illegal acts, promotes a political agenda or contains any criminal or civil liability;
        5. Campaign Content must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion or religious beliefs, nationality, disability, sexual orientation or age;
        6. Content Creator must provide appropriate notice and obtain all necessary consents from any individuals depicted in the photographs submitted as Work Product and Campaign Content to reproduce such photographs in connection with the Work Product and Campaign Content, as outlined in these Terms of Service; and
        7. Content Creator will not assign any other person to create Campaign Content or perform Content Creator ’s obligations hereunder.
      5. NICOYA reserves the right to delete Campaign Content and Member Content that NICOYA, at NICOYA’s sole discretion, deems to violate the law (including trademark and copyright law), to be in breach of these Terms of Service, or to be abusive, defamatory, obscene or otherwise unacceptable.
      6. NICOYA does not guarantee pre-screen Campaign Content or Member Content. NICOYA does not guarantee that the Platform will be free from Campaign Content or Member Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable. Even if NICOYA chooses to monitor any Campaign Content or Member Content, NICOYA assumes no responsibility for, or any obligation to monitor or remove such Campaign Content or Member Content. NICOYA reserves the right to edit, remove, or refuse to post any Campaign Content or Member Content or terminate Content Creator ’s Account for any reason.
      7. If Content Creator is required to post Campaign Content to social media channels as part of a Campaign, Content Creator will not delete any Campaign Content that Content Creator has posted on a social media channel for at least 30 days from the date that the Campaign Content was posted, subject to the terms and conditions under these Terms of Service.


    These Terms of Service are governed by the laws of the Indian Constitution and the laws of India applicable therein without regard to the principles of conflict of laws.

    1. In certain jurisdictions, the law requires Content Creator to identify when posts are paid for, or other compensation is given, by a Marketer (which compensation may include payments in cash, free or discounted products, trips, meals, or other incentives), and also when Content Creator has any other material connection to a Marketer (for example, a partnership or other interest in Marketer’s company).
    2. Content Creator agrees to comply with any and all laws, rules, regulations and other legal requirements with respect to sponsored posts, including, if applicable, ASCI Code and Guidelines for Influencer Marketing on Digital Media and any other applicable laws and requirements published by Advertising Standards Council of India (ASCI). Examples of required disclosures that may be acceptable include #ad, #NICOYA, #advertisement, #paidpromotion or #sponsored, which must be conspicuously displayed within a post.
    3. The foregoing is provided for informational purposes only, and does not constitute legal advice. It is Content Creator’s sole and exclusive obligation to consult Content Creator’s own professional legal advisors, and ensure the compliance of all posts in the applicable jurisdiction(s). The foregoing Content Creator disclosure obligation is a mandatory and material term of all Agreements.

    1. Content Creator ’s use of the platform and the services is entirely at Content Creator ’s own risk. Nicoya does not control the content of postings by its members. The platform, including the content and services provided herein, is being provided on an “as is” and “where is” basis and without warranties or conditions of any kind, either express or implied.
    2. Nicoya has no control over and does not guarantee the truth or accuracy of campaign descriptions contained in individual collaborations or that marketer will approve work product for a campaign, use Content Creator ’s campaign content in a campaign, or complete a campaign.
    3. To the maximum extent permitted by applicable law, NICOYA and its affiliates and any of their officers, employees, agents, and licensors disclaim all warranties and conditions, whether express, implied, arising out of course of dealing or usage of trade, or statutory regarding the platform, the services, the campaigns, and related materials, including any warranty and conditions of fitness for a particular purpose, title, merchantability and non-interference or non-infringement of any intellectual property rights or equivalents under the laws of any jurisdiction. Nicoya and its affiliates and any of their officers, employees, agents, and licensors do not warrant the accuracy, reliability, completeness, usefulness or quality of the platform, the services, or the postings of any members, including content posted on or linked from the platform or the services. Nicoya and its affiliates and any of their officers, employees, agents, and licensors do not warrant that the platform is secure, free from bugs, viruses, interruption, errors, theft or destruction or that the platform and services will meet Content Creator ’s requirements. Content Creator assumes all risks associated with using or relying on the platform and services, including any listings by members.


    1. To the maximum extent allowable under applicable law, the entire cumulative liability of NICOYA and its affiliates, and any of their officers, employees, agents, and licensors, and Content Creator ’s exclusive remedy, for all matters or claims arising from or relating to the platform and the services will be limited to the fees paid to Content Creator , if applicable, for the platform and services in the preceding six months.
    2. To the maximum extent permitted by applicable law, NICOYA and its affiliates and any of their officers, employees, agents, and licensors will not be liable for any direct, indirect, special, incidental punitive, consequential damages, damages on account of loss of profits, or other damages arising out of or relating to a completed or non-completed campaign or other transaction between members or any misrepresentation by a member, including with respect to a campaign or the subject of any transaction with a member. The foregoing limitation of liability will apply irrespective of whether the alleged liability is based in contract, tort (including negligence), product liability or otherwise, even if NICOYA or its affiliates or any of their officers, employees, agents, and licensors have been advised of the possibility of such damages.

    1. Ownership of Platform.
      1. The Platform and Services are owned and operated by NICOYA. Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names, logos, trade dress, patents, copyrighted or copyrightable materials and other information (collectively, the “Content”) contained in or made available through the Platform and Services are proprietary to NICOYA, its affiliates and/or third-party licensors. The Content is protected by international copyright and trademark laws and is the confidential information of NICOYA.
      2. Content Creator may download, print and reproduce the Content for Content Creator’s own informational purposes related to receipt of the Services during the term of the Terms of Service. Any other use of the Content in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying or issuing copies, lending or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available to or via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of NICOYA, is strictly prohibited. To obtain written consent for such use, please contact NICOYA at hello@nicoya.in. Content Creator agrees any use of the Content by Content Creator authorized by NICOYA and the goodwill associated with such use will insure to NICOYA’s benefit. Content Creator agrees and acknowledges that it will not acquire any interest in the Content or the goodwill associated with the Content by virtue of these Terms of Service or Content Creator ’s use of the Content.
    2. Ownership of Campaign Content. All rights, titles and interests, including without limitation, all intellectual property rights in, and to any Campaign Content, including all photographs, images, videos, audio, works of art, original writing, drawings, derivatives, compositions, creations and inventions developed by Content Creator will be owned exclusively by Content Creator.
    3. License to Campaign Content.
      1. Notwithstanding the foregoing and subject to having performed its obligations required hereunder, Content Creator will grant to NICOYA, for sub-licensing to Marketer, a non-exclusive, royalty-free, fully-paid up, worldwide right to use the Campaign Content for a period of one year following the posting date to the applicable social media channel(s), for the sole purpose of posting the content on social media channels that Marketer owns or controls (“Social Rights”). These Social Rights are limited to social media platforms, such as Instagram, Facebook, YouTube and Twitter. NICOYA cannot sub-license Social Rights to Marketer to use Campaign Content for any other purpose. For greater certainty, Marketer does not have any right to use any Work Product that does not form part of Campaign Content.
      2. In addition to the Social Rights referred to above, Marketer can request non-exclusive, royalty-free, worldwide rights to use the Campaign Content on other digital marketing channels (“Digital Rights”) or non-digital marketing channels (“Offline Rights”), and purchased from Content Creator through NICOYA. Where a Campaign includes Content Creator content without Content Creator posting content to Content Creator’s social feeds (“Just Content”), NICOYA will sub-license to Marketer the Just Content and Digital Rights for a period of six months following the content approval date in the respective Platform. Marketer may request and purchase additional Digital Rights from Content Creator through NICOYA.
      3. Upon request, extended licenses to use Campaign Content for other purposes, or an assignment of all of Content Creator’s rights, title and interest in Campaign Content, can be purchased by Marketer from Content Creator through NICOYA (collectively, the “Extended Rights”). The same will be handled on a case-to-case basis by NICOYA’s team at their discretion. NICOYA may charge a fee for the aggregation of this process from the Content Creator .
      4. Without limiting the generality of anything in these Terms of Service, Content Creator hereby grants to NICOYA and its affiliates, a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable and unlimited right and permission, but not the obligation, to utilize, distribute, publish, exhibit, digitize, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit Campaign Content as it appears when posted, in any and all manner and media throughout the world and in perpetuity for uses deemed by NICOYA or its affiliates in their sole discretion to be reasonable and prudent uses for the purpose of furthering its valid business objectives. Content Creator also hereby waives all moral rights in the Campaign Content. For greater certainty, this includes including the Campaign Content in a portfolio of work to market NICOYA’s Platform and Services. Content Creator understands that any such content may be edited in the sole discretion of NICOYA.
      5. Content Creator further grants NICOYA an exclusive, royalty-free, fully-paid up, worldwide right to amplify or whitelist any Campaign Content on any platform or service during and, subject to Content Creator ’s consent.
    4. Rights Granted to NICOYA. Content Creator hereby grants NICOYA a non-exclusive, royalty-free, perpetual, and irrevocable right to use, reproduce, and communicate Content Creator ’s name and trademark, and, if applicable, the name and trademark of Content Creator ’s company or organization, as a Member of NICOYA’s Platform or Services in any media whatsoever, including in NICOYA’s marketing materials during and after the term of these Terms of Service.
    5. Copyright Policy (Indian Members). NICOYA respects copyright law and the intellectual property rights of others, and NICOYA expects NICOYA’s Members to do the same. NICOYA will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to NICOYA. In appropriate circumstances, NICOYA will terminate the accounts of Members who are repeated copyright infringers.
      1. NICOYA reserves the right to remove Member Content alleged to be infringing without prior notice, at NICOYA’s sole discretion.
      2. If Content Creator believes that any of Content Creator’s Member Content was subsequently removed from the Platform, or to which access was disabled, or was improperly removed or disabled, please provide the following Counter-Notification to NICOYA’s Copyright Agent.
        1. Content Creator’s physical or electronic signature;
        2. a description of the materials that have been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
        3. a statement, under penalty of perjury, that Content Creator has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
        4. Content Creator’s name, address and telephone number, and a statement of Content Creator’s consent to the jurisdiction of the District Court for the judicial district in which the address is located, and that Content Creator will accept service of process from the person who provided notification of the alleged infringement.
      3. See Handbook of Indian Copyright Law for further detail about The Copyright Act 1957. NICOYA’s designated copyright agent for notice of alleged copyright infringement is:
        Copyright Agent:

        C/O Gemius Design Studio
        M97, Someshwara Enclave,
        Vesu, Surat – 07

        E-mail: admin@nicoya.in
  9. Privacy. Content Creator understands that information about an identifiable individual or information that is subject to applicable privacy or data protection laws (“Personal Information”), including the Personal Information in Agency Accounts, will be treated in accordance with NICOYA’s privacy policy located at Privacy Policy

    Confidentiality. Content Creator will maintain the confidentiality of all Confidential Information disclosed to the Content Creator. “Confidential Information” shall include, business and marketing plans, technology and technical information, product plans and designs, customers, pricing, anything identified as confidential or communicated to the Content Creator as confidential, business or operational processes disclosed to the Content Creator, or any of the foregoing that the Content Creator becomes aware of as a result of participating in a campaign. Content Creator will take all necessary precautions against unauthorized disclosure of the Confidential Information. Content Creator will not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any third party without the prior written consent of NICOYA. Upon request of NICOYA, and in any event upon the termination or expiration of a Campaign, Content Creator will immediately return to NICOYA all materials, including Work Product and Campaign Content containing any Confidential Information which are in Content Creator’s possession or under Content Creator’s control.


    Content Creator represents and warrants that:

    1. Content Creator has the authority and right to enter into the Terms of Service and has obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder; and
    2. Content Creator will comply with all applicable laws, by-laws, rules, regulations and guidelines, including requirements and standards related to advertising and marketing, competition, consumer protection and privacy.

    1. Content Creator agrees to indemnify and hold harmless NICOYA, its affiliates, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees), arising from or relating to (a) Content Creator ’s use of the Platform and Services, including any obligations to pay in association with any agreement, (b) any representation or misrepresentation by Content Creator in any content that Content Creator (or anyone acting in Content Creator ’s Account or Agency Account which Content Creator owns) submits, posts, transmits or makes available on the Platform or through the Services, including with respect to information in Content Creator ’s Member profile or Campaign, (c) Content Creator ’s completion or failure to complete a Campaign with another Member, (d) any liability arising from the tax treatment of payments or any portion of such payments, (e) Content Creator ’s dispute of any amounts owing in association with any other agreement, (f) Content Creator ’s liability arising from violation of any law, including intellectual property laws, (g) any violation by Content Creator of these Terms of Service, and (h) Content Creator ’s negligence or wilful misconduct.
    2. Content Creator agrees that, at NICOYA’s option, Content Creator will conduct the defence of any such claim or action; provided that, notwithstanding NICOYA’s election that Content Creator conduct the defence, (i) NICOYA may nevertheless participate in such defence or settlement negotiations and pay its own costs associated therewith, and (ii) Content Creator will not enter into any settlement or other compromise without the prior written approval of NICOYA (which approval will not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.
    3. No person or entity will be entitled to any form of equitable or implied indemnification at any time, except as provided by these Terms of Service.

    1. Term. The term of these Terms of Service will commence upon the Effective Date and will continue until Content Creator ’s Account is closed either by Content Creator or by NICOYA at NICOYA’s sole discretion.
    2. Termination.
      1. Account Closure. To close Content Creator ’s Account, Content Creator must provide written notice to NICOYA by sending an email to hello@nicoya.in. Accounts will be closed following 30 days’ notice with express written confirmation from NICOYA provided that (i) all Campaigns associated with Content Creator’s Account have been satisfactorily completed; (ii) any disputes in which Content Creator has been involved have been satisfactorily settled; (iii) any payments owing by Content Creator have been paid; (iv) there are no outstanding funds associated with the Account; and (v) Content Creator has completed any other obligation associated with Content Creator ’s use of the Services. Following Content Creator ’s Account closure, Content Creator will still be bound by all provisions of these Terms of Service.
      2. Once Content Creator ’s Account is terminated, Content Creator will no longer have access to any information within Content Creator ’s Account.

    1. Fees.
      1. In consideration of the Work Product and Campaign Content, NICOYA will pay to Content Creator the Content Creator Fees as decided mutually. Subject to payment of fees by Marketers, NICOYA will pay to Content Creator a mutually agreed proportional amount of the approved Campaign Content that was actually published, posted online, or in any other way made available to the public. Content Creator agrees to pay NICOYA 10% + GST value on the agreed upon Content Creator Fees.
      2. Content Creator Fees are payable on the on every Thursday of the week (“Payment Days”). Content Creator Fees are due and payable on the Payment Day that falls on the next week’s Thursday after the Content Creator has completed the Campaign Delivery of Work Product associated with Content Creator Fees. This rule is laid down considering Sunday as the first day of the week and Saturday as the last day of the week. For example, if Content Creator performs the work associated with Content Creator Fees on Sunday January 23, 2022, Content Creator will be paid on Thursday February 3, 2022. Payments to Content Creator will be made by the method identified by Content Creator in Content Creator’s Account. Content Creator is required to keep payment information accurate and up to date. Content Creator may request to expedite the payment of Content Creator Fees due and payable for an expedited fee of the payment amount by contacting. The same will be handled by the team at NICOYA on a case-to-case basis.
    2. Changes to the Fees. Either Content Creator or NICOYA may request changes to Content Creator Fees by providing a written request detailing the proposed changes to Content Creator Fees to the other party. Changes to Content Creator Fees will only be effective upon the written acceptance of both parties to the proposed changes to Content Creator Fees.
    3. Disputed Invoices or Charges. If Content Creator believes NICOYA has paid Content Creator incorrectly, Content Creator must contact NICOYA no later than 30 days after having been paid by NICOYA or receiving such invoice in which the error or problem first appeared in order to request an adjustment or credit. In the event of a dispute, Content Creator agrees to discuss the disputed amounts with NICOYA in good faith in order to resolve the dispute as set out in these Terms of Service.
    4. Taxes.
      1. Content Creator Fees set out in these Terms of Service includes GST.
      2. Content Creator is responsible for determining whether any applicable income tax, goods and services tax or other taxes apply to any payments received by Content Creator in connection with a Campaign and to collect, report, and remit the correct tax to the appropriate tax authority. If Content Creator is required to charge or have tax withheld in respect of any Content Creator Fees associated with a Campaign, Content Creator is solely responsible for doing so.
    5. Suspension. Any permitted suspension of the Services by NICOYA pursuant to the terms of these Terms of Service will not excuse Content Creator from Content Creator’s obligations under these Terms of Service.
    6. Currency and Processing Fees. All amounts on the Platform are listed in Indian Rupees (INR). NICOYA is not responsible for changes in currency exchange rates or any processing fees charged by NICOYA’s or Content Creator’s payment processors, including Paytm, UPI or Content Creator’s bank.
    7. Exclusivity.
      1. Content Creator agrees that, for a period of 12 months after the date Content Creator enters into an Agreement with NICOYA, Content Creator will only use the Platform or Services as Content Creator’s sole and exclusive method to communicate and engage with, or request or accept engagements from, Marketer(s) that Content Creator has worked with directly or indirectly in respect of such Agreement, such work to include, without limitation, sponsorships, marketing, promotional, or endorsement work.

    1. Content Creator agrees that Content Creator will conduct all communications regarding a Campaign in the Platform provided for the Campaign, or to upload/transcribe all related communications, including written agreements and changes to a Campaign, Campaign Content, emails, telephone calls, and discussions regarding content requirements, through the Platform. This process is required to maintain an electronic record of all required elements of a Campaign.
    2. Content Creator also agrees to keep and maintain accurate and complete records related to a Campaign for at least two years following the completion of the Campaign. NICOYA reserves the right to request these records and other relevant documentation, which the Content Creator agrees to provide to NICOYA within 10 days of NICOYA sending the request.
    3. Content Creator is responsible for maintaining copies of any records that Content Creator is legally required to maintain under applicable laws, including record retention obligations under applicable taxation legislation. NICOYA does not provide an archiving service. Once Content Creator’s Account is terminated, NICOYA may delete all of Content Creator’s Member Content. NICOYA only agrees that it will not intentionally delete Content Creator’s Member Content prior to termination of Content Creator’s Account, provided that Content Creator’s Member Content otherwise complies with these Terms of Service. NICOYA expressly disclaims all other obligations with respect to the preservation or storage of Content Creator’s Member Content.
  15. Third Party Content. The NICOYA website located at www.nicoya.in contains a directory of Content Creator profiles. Information in Content Creator profiles is provided by Content Creator and from third party sources, such as certain social media platforms. NICOYA does not verify the information in Content Creator profiles and does not represent or warrant that the information in these profiles is accurate.


    Neither party will have any liability for any failure or delay resulting from any event beyond the reasonable control of that party including, without limitation, fire, flood, storms, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, pandemic, or strike.


    In the event of a conflict in the terms and conditions in the Terms of Service, the following shall be followed.


    1. The validity, interpretation, construction, and performance of these Terms of Service will be governed by the laws of the province or territory in which Content Creator resides, without giving effect to its principles of conflict of laws. EXCEPT WHERE PROHIBITED BY LAW, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms of Service, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms of Service (a “Dispute”), will be handled according to the provisions set out below.
    2. Initial Dispute Resolution. NICOYA is available by email to address any concerns Content Creator may have regarding Content Creator’s use of the Platform. Most concerns may be quickly resolved in this manner. If Campaign Content is not approved within the terms of the Campaign or is deemed to not be consistent with Campaign Content agreed to by Content Creator, Content Creator can contact NICOYA via email at hello@nicoya.in to submit a dispute. NICOYA reserves the right, in NICOYA’s sole discretion, to withhold any Content Creator Fees paid for the Campaign, less any applicable service fees and taxes, to Content Creator. Content Creator and NICOYA will use best efforts to settle any Dispute directly through consultation and good faith negotiations, which will be a precondition to either party initiating a lawsuit or arbitration.
    3. If Content Creator and NICOYA do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the “Initial Dispute Resolution” section above then the Dispute will be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of India’s Arbitration Rules. If Content Creator and NICOYA have not agreed upon the arbitrator within 14 days, Content Creator and NICOYA will ask the ADR Institute of India. to appoint a single arbitrator. The seat of the arbitration will be the same as the provincial or territorial law governing these Terms of Service. The arbitration will be heard in the capital of the seat, unless Content Creator and NICOYA agree otherwise. The costs and expenses of the arbitrator will be shared equally between Content Creator and NICOYA. Content Creator and NICOYA have no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of these Terms of Service to arbitrate, the law relating to the enforcement of these Terms of Service to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) will be governed by the law of the seat, and Content Creator and NICOYA hereby irrevocably consent to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, subject to the requirements for arbitration hereunder, with respect to the terms of, and the transactions and relationships contemplated by, these Terms of Service. Notwithstanding this provision, Content Creator or NICOYA may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, will be confidential. The deemed undertaking rule will apply. No document or other evidence or information prepared for or produced by or on behalf of Content Creator or NICOYA will be disclosed to any non-party to the arbitration. Content Creator agrees that Content Creator will not contest venue, and Content Creator waives any rights that Content Creator may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms of Service.
    4. Class Action Waiver. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, Content Creator and NICOYA further agree that any lawsuit or arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and Content Creator and NICOYA expressly waive the right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above will be deemed null and void in its entirety and Content Creator and NICOYA will be deemed to have not agreed to arbitrate disputes.
    5. Exception — Small Claims Court Claims. Notwithstanding Content Creator and NICOYA’s decision to resolve all disputes through arbitration, Content Creator or NICOYA may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

If Content Creator has any questions or comments regarding these Terms of Service please contact NICOYA at hello@nicoya.in.