Content Creator Agreement

In this Agreement, unless the context otherwise requires:

1.1Applicable Law means all applicable statutes, regulations, rules, notifications, guidelines, judicial pronouncements and binding orders in force in India, including without limitation the Information Technology Act, 2000 (“IT Act”), the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Rules 2021”), the Digital Personal Data Protection Act, 2023 (“DPDP Act”), the Bharatiya Nyaya Sanhita, 2023 (“BNS”), the Copyright Act, 1957, the Indecent Representation of Women (Prohibition) Act, 1986, and any other law applicable to the Creator’s Content or conduct.

1.2Content means any video, audio, image, text, performance, comment, livestream, thumbnail, caption, title, metadata, merchandise listing, or other material in any format that the Creator uploads, publishes, transmits, makes available, or causes to be displayed on the Platform.

1.3Creator Account means the registered user account through which the Creator accesses and uses the Platform.

1.4Earnings means any monetary entitlement of the Creator arising from monetisation of Content on the Platform, including but not limited to watch-time revenue share, tips, live-show ticket revenue, merchandise revenue, and brand-deal proceeds, calculated and paid in accordance with the Platform’s then-applicable payout terms.

1.5Grievance Officer means the officer appointed by ROFLUP pursuant to Rule 4(1)(c) of the IT Rules 2021, whose name and contact details are published on the Platform.

1.6Intermediary shall have the meaning ascribed to it under Section 2(1)(w) of the IT Act.

1.7Moderator means any individual, automated system, or third-party service authorised by ROFLUP to review reported Content and exercise the moderation rights set out in this Agreement.

1.8Platform means the digital service operated by ROFLUP at roflup.com and any associated mobile applications, sub-domains, APIs, and related services.

1.9Self-Classification Rating means the content rating (U / U/A 7+ / U/A 13+ / U/A 16+ / A) assigned by the Creator to each piece of Content in accordance with Schedule II of the IT Rules 2021.

Words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2.1By clicking the “I Agree” checkbox during onboarding, by uploading any Content, or by accessing the Platform in any manner after the Effective Date, the Creator irrevocably accepts and agrees to be legally bound by this Agreement, the Platform’s Privacy Policy, Community Guidelines, Self-Classification Guidelines, Refund Policy, and any other policies referenced herein or published on the Platform from time to time (collectively, the “Platform Policies”).

2.2The Creator acknowledges that the Platform Policies form an integral part of this Agreement and that compliance with them is a condition precedent to the Creator’s continued use of the Platform.

2.3The Creator confirms that they have read, understood, and freely accepted this Agreement and have had a reasonable opportunity to seek independent legal advice prior to acceptance.

3.1Ownership. The Creator retains all right, title and interest in and to the original intellectual property comprised within their Content, subject only to the licence granted to ROFLUP under this Clause 3.

3.2Licence Grant. The Creator hereby grants to ROFLUP a worldwide, royalty-free, non-exclusive, sub-licensable, transferable licence, for the term of this Agreement and a reasonable wind-down period thereafter, to:

• (a) host, store, cache, reproduce, transmit, publicly perform, publicly display, communicate to the public, and distribute the Content on and through the Platform;
• (b) make limited technical metadata adjustments to thumbnails, captions, titles, file format, resolution, bitrate, embedded subtitles and accessibility tags for the purposes of display optimisation, search, discoverability, content rating enforcement, and accessibility compliance — provided that such adjustments shall not alter the artistic, editorial, or substantive content of the Creator’s work;
• (c) create promotional clips, previews, thumbnails and short-form derivative trailers of the Content solely for the purpose of marketing the Content or the Platform, with attribution to the Creator;
• (d) remove, restrict, demonetise, age-gate, or permanently delete Content in accordance with Clause 4 of this Agreement; and
• (e) sub-license any of the foregoing rights to ROFLUP’s hosting providers, content delivery networks, payment processors, analytics partners, and other vendors strictly to the extent necessary to operate the Platform.

3.3No Editorial Endorsement. The licence granted under Clause 3.2 does not constitute editorial adoption, sponsorship, or endorsement of the Content by ROFLUP. The Creator alone is the author and publisher of the Content for all legal purposes.

3.4Moral Rights. To the extent permitted by Applicable Law, the Creator waives any moral rights or analogous rights that would otherwise restrict ROFLUP’s exercise of the licence granted under this Clause 3, save for the right of attribution.

4.1Moderation Authority. Notwithstanding any other provision of this Agreement, ROFLUP and its Moderators shall have the absolute right, exercisable at their sole and unfettered discretion, with or without prior notice to the Creator, to: (a) remove, hide, demonetise, restrict visibility, age-gate, geo-block, or permanently delete any Content; (b) suspend, restrict, demonetise, or permanently terminate any Creator Account; (c) restrict the Creator’s ability to upload, livestream, comment, receive tips, or list merchandise; and (d) take any other reasonable measure necessary to protect the Platform, its users, ROFLUP’s intermediary status, or compliance with Applicable Law.

4.2Grounds for Action. Without limiting the generality of Clause 4.1, ROFLUP may exercise the rights set out therein on grounds including: receipt of a complaint or grievance; the Content’s violation of this Agreement, the Platform Policies, or Applicable Law; receipt of a legal notice, takedown demand, or court order; receipt of a direction from any government authority, regulatory body, law enforcement agency, cyber cell, or court of competent jurisdiction; the Content being harmful, abusive, defamatory, misleading, obscene, hateful, offensive, sexually explicit beyond the Creator’s Self-Classification Rating, or otherwise objectionable; the Content posing a risk to public order, national security, friendly relations with foreign states, or the unity and integrity of India; or any other ground that ROFLUP, acting reasonably, considers necessary to safeguard the Platform.

4.3Finality. ROFLUP’s moderation decision shall be final and binding on the Creator. The Creator’s sole recourse against any moderation decision shall be the grievance redressal procedure set out in Clause 16, exercised through the Grievance Officer.

4.4No Liability for Moderation. ROFLUP shall not be liable to the Creator for any loss of Earnings, audience, reputation, or opportunity arising from the exercise of moderation rights under this Clause 4, provided such exercise is in good faith.

5.1Prohibited Content. The Creator shall not, under any circumstance, upload, publish, transmit, livestream, or cause to be made available on the Platform any Content that:

• (a) attacks, denigrates, mocks in a manner intended to wound religious feelings, or wilfully insults any God, Goddess, deity, prophet, saint, religion, religious belief, religious symbol, place of worship, religious community, caste, tribe, or ethnic group;
• (b) contains hate speech, incitement to violence, communal provocation, or content reasonably capable of disturbing public order;
• (c) makes false, defamatory, or scurrilous allegations against political parties, political leaders, public officials, members of the judiciary, members of the armed forces, constitutional authorities, or other public figures;
• (d) disrespects, defaces, or misrepresents the national flag, national anthem, national emblem, or other national symbols of India;
• (e) constitutes misinformation, disinformation, or deepfake content concerning identifiable individuals, communities, electoral processes, or matters of public health;
• (f) advocates terrorism, separatism, secession, or the violent overthrow of the Government of India;
• (g) sexualises any individual under the age of eighteen (18) years, or contains child sexual abuse material in any form — for which there is zero tolerance and immediate reporting to law enforcement; or
• (h) is otherwise prohibited under Sections 295A, 153A, 295, 504, 505, or any other provision of the BNS or any other Applicable Law.

5.2Acknowledgement of Sensitivity. The Creator acknowledges that the Platform hosts adult-rated cultural content, including satire and roast, and accepts that the line between protected creative expression and prohibited content under Clause 5.1 must be navigated with personal judgement, restraint, and an awareness of community impact. When in doubt, the Creator shall refrain from publication.

5.3No Editorial Pre-Screening. The Creator acknowledges that ROFLUP, as an Intermediary, does not pre-screen every upload. The absence of removal does not constitute approval or endorsement of any Content.

6.1The Creator shall, at all times and at the Creator’s own cost, comply with all Applicable Law in connection with the Content and the use of the Platform, including without limitation the IT Act and IT Rules 2021; the BNS and the Bharatiya Nagarik Suraksha Sanhita, 2023; the Copyright Act, 1957; the law of defamation; the DPDP Act and any rules framed thereunder; the Indecent Representation of Women (Prohibition) Act, 1986; POCSO; the Cinematograph Act, 1952; the Income-tax Act, 1961 and the CGST Act, 2017; and any directions issued by MeitY, MIB, or other competent authority.

6.2Self-Classification. The Creator shall assign an accurate Self-Classification Rating to each piece of Content in good faith and in accordance with the standards published on the Platform. Knowingly misclassifying Content (in particular, classifying A-rated material as U or U/A) shall constitute a material breach of this Agreement.

6.3Tax Compliance. The Creator shall be solely responsible for the discharge of all direct and indirect tax obligations arising from Earnings. ROFLUP shall deduct tax at source under Section 194-O / 194-J of the Income-tax Act, 1961, as applicable, and issue Form 16A in the ordinary course.

7.1Sole Responsibility. The Creator acknowledges and agrees that the Creator is the sole author, publisher and originator of the Content for all legal purposes, and that in the event of any FIR, police complaint, summons, notice, civil suit, criminal proceeding, regulatory action, investigation, or judicial or quasi-judicial proceeding arising from or in connection with the Content (each, a “Legal Proceeding”): (a) the Creator alone shall be legally responsible for defending and resolving such Legal Proceeding; (b) ROFLUP shall not be deemed to be a co-author, co-creator, publisher, partner, joint venturer, agent, or legal representative of the Creator in respect of the Content; (c) ROFLUP shall not be obligated to provide legal assistance, legal representation, financial assistance, indemnity, or any other form of support to the Creator in connection with such Legal Proceeding; and (d) the Creator shall not name, implicate, join, or seek contribution from ROFLUP, its directors, officers, employees, advisors, or shareholders in any such Legal Proceeding, save where required by law.

7.2Indemnity. The Creator shall indemnify, defend, and hold harmless ROFLUP, its directors, officers, employees, agents, advisors, shareholders, hosting providers, and other vendors (collectively, “Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, judgments, awards, fines, penalties, damages, losses, liabilities, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of, relating to, or in connection with: the Content; any breach of this Agreement or the Platform Policies; any misrepresentation made at onboarding or thereafter; any third-party rights infringement; or the Creator’s tax, regulatory, or licensing non-compliance.

7.3Cooperation. The Creator shall, at the Creator’s own cost, provide reasonable cooperation to ROFLUP in responding to any legal notice, regulatory inquiry, or court order relating to the Content, including by furnishing evidence of originality, rights clearances, and consent.

7.4Limited ROFLUP Action. Nothing in this Clause 7 shall prevent ROFLUP from voluntarily complying with any lawful direction, court order, or regulatory demand in respect of the Content.

8.1The Creator acknowledges and agrees that: (a) ROFLUP operates the Platform as an Intermediary within the meaning of Section 2(1)(w) of the IT Act and Rule 2(1)(w) of the IT Rules 2021; (b) ROFLUP does not initiate the transmission of Content, does not select the receiver of Content, and does not select or modify the substantive information contained in the Content, save to the limited technical extent permitted under Clause 3.2(b); (c) ROFLUP does not pre-screen or pre-approve Content prior to upload; (d) ROFLUP exercises reactive moderation upon notice, complaint, or actual knowledge in accordance with Clause 4; and (e) ROFLUP is entitled to the Safe Harbor protections available to Intermediaries under Section 79 of the IT Act, subject to compliance with the IT Rules 2021.

8.2The Creator shall not make any representation to any third party that is inconsistent with the intermediary status set out in this Clause 8.

9.1Termination by ROFLUP. ROFLUP may terminate this Agreement and/or suspend or close the Creator Account, with immediate effect and without prior notice, upon: any material breach of this Agreement or the Platform Policies; any conduct that exposes ROFLUP, its users, or its Intermediary status to legal, regulatory, or reputational risk; receipt of a lawful direction from any court, regulator, or law enforcement agency; the Creator’s insolvency, bankruptcy, or analogous proceeding; or any reason that ROFLUP, acting reasonably, considers necessary to safeguard the Platform.

9.2Termination by Creator. The Creator may terminate this Agreement by deleting the Creator Account through the Platform’s account-closure process, subject to the survival of obligations set out in Clause 9.4.

9.3Effect of Termination. Upon termination: the licence granted under Clause 3.2 shall continue for a reasonable wind-down period sufficient to permit ROFLUP to remove the Content from caches, CDNs, and backups in the ordinary course; ROFLUP may retain Content and Creator data to the extent required by Applicable Law, regulatory record-keeping obligations, or pending legal proceedings; and any unpaid Earnings shall be settled in accordance with Clause 10, subject to Clause 10.3.

9.4Survival. Clauses 3.4, 7, 10.3, 11, 13, 16, 17, 18, 19, 20, 21 and 22 shall survive termination.

10.1Earnings. The Creator shall be entitled to Earnings calculated and paid in accordance with the Platform’s then-applicable payout terms published on the Platform. ROFLUP reserves the right to revise such payout terms on prospective notice of not less than thirty (30) days.

10.2Payment Schedule. Earnings shall be paid on a monthly cycle, subject to a minimum payout threshold and successful KYC verification of the Creator.

10.3Withholding. ROFLUP may withhold, deduct from, set off against, or refuse to pay any Earnings where: the Content is the subject of a pending complaint, legal notice, or investigation; the Creator is in material breach of this Agreement; ROFLUP reasonably suspects fraud, manipulation of metrics, sock-puppetry, money laundering, or other unlawful conduct; the Creator has not completed KYC verification or tax documentation; Earnings are subject to chargeback, refund, or dispute; or withholding is required by Applicable Law, court order, or regulatory direction.

10.4Set-Off. ROFLUP may set off any indemnity claims, refund liabilities, or chargebacks against Earnings.

10.5No Guarantee. ROFLUP makes no representation or warranty as to the level or continuity of Earnings.

11.1The Creator shall not upload, embed, sample, synchronise, reproduce, perform, or otherwise use within the Content any music, sound recording, video clip, photograph, artwork, trademark, character, brand element, or other third-party intellectual property without holding all necessary licences, permissions, releases, and rights clearances.

11.2The Creator warrants that: the Content is original to the Creator, or the Creator holds all necessary rights and licences; all persons appearing in the Content have given informed consent; any cover, sample, parody, or derivative work has been cleared for use; and no Content infringes the copyright, trademark, publicity, privacy, or other rights of any third party.

11.3ROFLUP operates a notice-and-takedown procedure consistent with Rule 3(2) of the IT Rules 2021. Repeat infringers shall have their accounts terminated.

12.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.

12.2Grievance Redressal. The Creator shall first attempt to resolve any dispute, complaint, or grievance by submitting a written grievance to the Grievance Officer in accordance with Clause 16. The Grievance Officer shall acknowledge receipt within twenty-four (24) hours and resolve the grievance within fifteen (15) days, in accordance with Rule 4(1)(c) of the IT Rules 2021.

12.3Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved through grievance redressal within thirty (30) days shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator, in the English language, with the seat and venue of arbitration in India. The arbitral award shall be final and binding.

12.4Jurisdiction. Subject to Clause 12.3, the courts at the seat of arbitration shall have exclusive jurisdiction over any matter arising from or relating to this Agreement.

13.1The Creator represents and warrants that the Creator is at least eighteen (18) years of age and has the full legal capacity to enter into this Agreement.

13.2Where the Creator is an entity, the individual accepting this Agreement on behalf of the entity represents and warrants that they have due authority to bind the entity.

13.3ROFLUP does not permit minors to operate Creator Accounts. Any account discovered to be operated by a minor shall be terminated with immediate effect and any Earnings forfeited or, where appropriate, paid to the lawful guardian after verification.

13.4The Creator shall complete KYC verification, including Aadhaar-based or PAN-based identity verification, prior to receiving any Earnings.

14.1ROFLUP collects, stores, processes, and uses personal data of the Creator in accordance with the DPDP Act and the Platform’s Privacy Policy, which forms an integral part of this Agreement.

14.2The Creator hereby consents to the processing of their personal data for the purposes of: account creation, KYC, and identity verification; payment processing and tax reporting; Content discoverability, recommendation, and analytics; communication regarding the Creator’s Earnings, Content, and the Platform; compliance with Applicable Law and lawful directions; and prevention of fraud, abuse, and misuse of the Platform.

14.3The Creator’s rights of access, correction, erasure, and grievance under the DPDP Act are set out in the Privacy Policy.

15.1Without prejudice to any other right, ROFLUP shall have the right to immediately and without notice remove, restrict, age-gate, geo-block, or permanently delete any Content upon: a direction from any court of competent jurisdiction; a direction from MeitY, MIB, or any other competent government authority under Section 69A of the IT Act or any analogous power; a notice or direction from any law enforcement agency, cyber cell, or CERT-In; a credible report of imminent harm, including risk to life, safety, or public order; or ROFLUP’s good-faith assessment that emergency removal is necessary to safeguard the Platform, its users, or ROFLUP’s Intermediary status.

15.2ROFLUP shall not be liable to the Creator for any loss arising from an emergency takedown action.

16.1The contact details of the Grievance Officer are published on the Platform’s Grievance Redressal page.

16.2The Grievance Officer shall: acknowledge receipt of any grievance within twenty-four (24) hours; resolve the grievance within fifteen (15) days; and maintain a register of grievances and resolutions, and publish a monthly compliance report in accordance with Rule 4(1)(d) of the IT Rules 2021.

The Creator represents, warrants, and undertakes to ROFLUP, on a continuing basis, that: (a) the Content is lawful, original, and does not infringe the intellectual property, privacy, publicity, or other rights of any third party; (b) all consents, releases, model releases, and clearances necessary for the Content have been duly obtained; (c) the Creator has the full legal right and authority to grant the licence in Clause 3.2; (d) the Content does not violate Applicable Law, the Platform Policies, or this Agreement; (e) all information furnished by the Creator at onboarding (including KYC, PAN, GST, bank details) is true, accurate, and complete; (f) the Creator shall promptly notify ROFLUP of any change in circumstances that may affect these warranties; (g) the Creator has assigned a Self-Classification Rating to the Content honestly and accurately; (h) the Creator is not subject to any sanction, embargo, or restriction that would render this Agreement unlawful; and (i) the Creator’s acceptance of this Agreement is free, informed, and not induced by coercion, mistake, or undue influence.

18.1Neither party shall be liable for any failure or delay in performance of its obligations (other than payment obligations and indemnity obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, pandemics, natural disasters, government action, internet outages, cyber attacks, denial-of-service incidents, payment-gateway failures, CDN failures, or strikes.

18.2The affected party shall promptly notify the other and use reasonable endeavours to mitigate the impact. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by written notice.

If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall endeavour to replace the invalid provision with a valid provision that most closely reflects the original intent.

20.1ROFLUP may amend this Agreement at any time by publishing the revised Agreement on the Platform.

20.2Material changes shall be notified to the Creator by email or in-app notification not less than thirty (30) days prior to taking effect. Continued use of the Platform after the effective date of the amendment shall constitute acceptance of the amended Agreement.

20.3If the Creator does not accept a material amendment, the Creator’s sole remedy is to terminate the Creator Account in accordance with Clause 9.2 prior to the amendment taking effect.

21.1The Creator acknowledges and agrees that: (a) acceptance of this Agreement by clicking the “I Agree” checkbox constitutes a valid and legally binding electronic contract under Section 10A of the IT Act; (b) electronic records of acceptance, including timestamp, IP address, and device fingerprint, shall be admissible as evidence under Section 65B of the Bharatiya Sakshya Adhiniyam, 2023; (c) the Creator waives any right to challenge the validity of this Agreement on the ground that it was concluded electronically; (d) digital signatures, e-signatures, or click-wrap acceptance shall have the same legal effect as a physical signature; and (e) ROFLUP may retain electronic acceptance records for the duration required by Applicable Law, including for evidentiary purposes.

22.1Entire Agreement. This Agreement, together with the Platform Policies referenced herein, constitutes the entire agreement between the parties in respect of the subject matter and supersedes all prior understandings.

22.2No Partnership. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employer-employee relationship between ROFLUP and the Creator. The Creator is an independent contractor for tax and all other purposes.

22.3No Assignment by Creator. The Creator shall not assign, sub-licence, or transfer any rights or obligations under this Agreement without ROFLUP’s prior written consent. ROFLUP may freely assign this Agreement.

22.4Notices. Notices to the Creator shall be sent to the registered email address on the Creator Account. Notices to ROFLUP shall be sent to legal@roflup.com with a copy to the Grievance Officer.

22.5Waiver. No failure or delay in exercising any right shall constitute a waiver. A waiver shall be effective only if in writing and signed by the waiving party.

22.6Language. This Agreement is concluded in the English language. Any translations are for convenience only; in the event of conflict, the English text shall prevail.