FOXPOP AGREEMENT

FOXPOP AGREEMENT
Effective Date: 27 October 2025
Entity: Foxpop Multimedia Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 235, 2nd & 3rd Floor, 13th Cross Rd, IndiraNagar II Stage, Hoysala Nagar, Indiranagar, Bengaluru, Karnataka 560038 (“Foxpop”, “we”, “us”, or “our”).
Counterparty: Any individual or entity accessing, registering on, or transacting through the Foxpop website (“User”, “you”, or “your”), including both Clients and Service Providers.

Introduction, Scope & Acceptance
This document constitutes a legally binding agreement between you and Foxpop Multimedia Private Limited governing your access to and use of the services, products, and functionalities offered through https://www.foxpop.co (collectively, the “Platform”).
These Terms and Conditions (“Terms”) shall be read together with Foxpop’s Privacy Policy and any additional policies, guidelines, or supplemental terms that may be issued or updated by Foxpop from time to time (collectively, “Supplemental Terms”). These documents collectively form an integral part of this Agreement.
By accessing or using the Platform — whether as a Client seeking services or as a Service Provider offering them — you acknowledge that you have read, understood, and agreed to be legally bound by these Terms, the Privacy Policy, and any applicable Supplemental Terms. If you do not agree, you must immediately cease using the Platform.
You represent and warrant that:
You are at least eighteen (18) years of age and legally competent to enter into this Agreement under the Indian Contract Act, 1872; and


Where you act on behalf of a company, partnership, or organization, you are duly authorized to bind such entity to this Agreement.


Foxpop operates as a technology intermediary under the Information Technology Act, 2000 and related rules. The Platform facilitates discovery, booking, communication, payments, and dispute resolution between Clients and independent Service Providers (“SPs”). All contractual engagements for professional services are formed directly between the Client and the respective SP. Foxpop does not control, supervise, or guarantee the performance, quality, or legality of any services offered by SPs but retains final administrative authority over platform compliance, payments, cancellations, and disputes.
Foxpop may amend or update these Terms at any time by posting a revised version on the Platform. Updates may be made with or without prior notice at Foxpop’s discretion. The “Effective Date” indicated above reflects the latest date of revision. Your continued use of the Platform after such posting constitutes your acceptance of the amended Terms.
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising under or in connection with these Terms shall be subject to binding arbitration under the Arbitration and Conciliation Act, 1996, as detailed in the Dispute Resolution section.



1. SERVICES
1.1 Nature of Platform and Scope of Services.
Foxpop Multimedia Private Limited (“Foxpop”) operates an online marketplace accessible via https://www.foxpop.co (“Platform”), which facilitates the listing, discovery, communication, booking, and payment of professional multimedia services (“Professional Services”) offered by independent third-party creative professionals, freelancers, and service entities (collectively, “Service Providers” or “SPs”).
 Foxpop itself does not offer, perform, or control any Professional Services listed on the Platform and assumes no responsibility for their execution, outcome, or quality.

1.2 Role as Technology Intermediary.
Foxpop functions solely as a technology and payment intermediary, as recognized under Sections 2(w) and 79 of the Information Technology Act, 2000. The Platform provides the infrastructure to enable:
 (a) discovery and shortlisting of Service Providers by Clients;
 (b) communication and exchange of information between Clients and Service Providers;
 (c) secure booking and payment processing through authorized payment gateways; and
 (d) administrative assistance for dispute resolution and refunds, where applicable.
Foxpop’s role is strictly facilitative and administrative in nature and does not create an employer–employee, principal–agent, partnership, or joint-venture relationship between Foxpop and any Service Provider. All SPs act as independent contractors.

Communication Facilitation.
The Platform includes an in-built messaging system (“FoxChat”) that enables Clients and Service Providers to communicate regarding project scope, deliverables, timelines, and other engagement-related matters.
 All such communications shall be conducted exclusively through the Platform and may be monitored, recorded, or reviewed by Foxpop for the limited purposes of compliance, dispute resolution, fraud prevention, and service improvement.
 Foxpop does not control or endorse any statements made by Users through FoxChat and shall not be liable for the content, accuracy, or legality of such communications. However, messages exchanged on FoxChat may constitute official records of the engagement and may be relied upon for clarification or dispute resolution.

1.3 Independence of Service Providers.
Each Service Provider operates independently and is solely responsible for:
 (a) the accuracy and legality of their listings, portfolios, and representations;
 (b) the skill, diligence, and quality of services rendered;
 (c) adherence to timelines, deliverables, and contractual commitments made to Clients; and
 (d) compliance with all applicable Indian laws, including those relating to labour, tax, intellectual property, and data protection.
Foxpop does not supervise or guarantee the work of any SP. However, to ensure fair dealing and protect both parties, Foxpop may, at its sole discretion, intervene in operational or financial disputes, assess performance, and determine appropriate remedies — including refunds, reassignment of bookings, or suspension of user accounts.

1.4 Limited Contractual Involvement.
For the limited purpose of facilitating payments, refunds, and dispute resolution, Foxpop may act as a payment collection and escrow agent on behalf of Service Providers. Such limited involvement shall not be construed as Foxpop assuming liability for the acts, omissions, or non-performance of either party. Foxpop’s financial liability in any transaction shall be limited strictly to the platform or service fees retained by it.

1.5 Territorial Scope.
The Platform and its operations are presently intended for use within the territory of India. By accessing or using the Platform, you represent that your actions comply with applicable Indian laws and that all services booked or performed are executed within Indian jurisdiction.

1.6 Communications and Notifications.
In the ordinary course of providing its Services, Foxpop may send transactional, service-related, or legally required communications via email, SMS, WhatsApp, or other electronic means, including booking confirmations, payment receipts, dispute updates, and system notifications.
 Users may opt out of non-essential promotional communications by contacting contact@foxpop.co. However, opting out of transactional or legal communications may limit or impair Foxpop’s ability to deliver essential services and shall not relieve Users of their obligations under these Terms.
2. ACCOUNT CREATION AND USAGE
2.1 Account Registration.
To access or use the Platform, every user — whether a Client or a Service Provider (“SP”) — must create a valid account (“Account”) by providing accurate, complete, and verifiable information, including full legal name, mobile number, and a valid email address.
 You agree to keep all information current and accurate at all times. Foxpop reserves the right to verify any details provided, request supporting documents, or reject any registration that fails verification or appears suspicious, at its sole discretion.

2.2 Eligibility.
By registering on the Platform, you confirm that you:
 (a) are at least 18 years of age and legally competent to contract under the Indian Contract Act, 1872;
 (b) are not barred under any Indian law, order, or regulation from offering or availing professional services through the Platform; and
 (c) agree to comply with all applicable laws, including tax, data-protection, and intellectual-property laws.
For Service Providers, additional verification details may be required, including:
Government-issued identification (e.g., Aadhaar, PAN);


Portfolio or work samples;


Verified bank-account details for payouts; and


GST Registration Number (if applicable).


Foxpop may also request proof of address, cancelled cheque, or business-registration certificates as needed for compliance or fraud prevention.

2.3 Responsibility for Account Security.
You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your Account.
 Foxpop shall not be liable for any loss, claim, or damage resulting from unauthorized access due to your failure to safeguard your credentials.
 If you suspect any unauthorized access or misuse of your Account, you must immediately notify Foxpop at support@foxpop.co.

2.4 Prohibited Account Activities.
You agree not to:
 (a) create multiple Accounts under the same or different identities;
 (b) impersonate another person or misrepresent your identity, affiliation, or authority;
 (c) use another person’s Account or allow third parties to operate or access your own;
 (d) share, request, or exchange personal or business contact details (including but not limited to phone numbers, email addresses, social-media handles, or alternative websites) for the purpose of communicating or transacting outside the Platform;
 (e) engage in any unlawful, abusive, misleading, defamatory, or fraudulent activity; or
 (f) attempt to hack, manipulate, scrape, reverse-engineer, or exploit any portion of the Platform or its data.
Any such activity shall constitute a material breach of this Agreement and may result in immediate suspension, termination, or permanent deactivation of your Account, along with forfeiture of any pending payouts, credits, or benefits.

2.5 Account Suspension or Termination.
Foxpop reserves the right, at its sole discretion and without prior notice, to:
 (a) suspend, restrict, or permanently deactivate any Account found in violation of these Terms;
 (b) deactivate Accounts that remain inactive for an extended period or show suspicious behaviour; and
 (c) withhold or cancel ongoing bookings and payments linked to such Accounts until verification or resolution is complete.
All determinations made by Foxpop under this Clause shall be final, conclusive, and binding.
3. PAYMENTS, FEES & TAXES
3.1 Booking and Payment Obligation
(a) All bookings made through the Platform require 100 percent (100%) advance payment of the total project value at the time of checkout for confirmation.
 (b) Certain projects may be eligible for limited-time promotional discounts or coupon-based reductions, which will be automatically applied at checkout and reflected on the payment summary.

3.2 Platform Fee and Service Charges
(a) The total payable amount includes a Platform Fee, which covers access to Foxpop’s proprietary technology, booking interface, client support, relationship management, and dispute resolution framework.
 (b) A Service Fee may additionally apply to cover operational handling, verification, and payout management.
 (c) All such fees are transparently displayed at checkout prior to final payment and are non-negotiable and non-refundable once payment is processed.

3.3 Convenience Fee (Payment Gateway Charges)
Convenience Fees — also referred to as payment-gateway or transaction-processing charges — are levied by third-party payment processors and are strictly non-refundable in all circumstances, including cancellations, refunds, or modifications.

3.4 Payment Flow and Escrow Facilitation
(a) All payments shall be made exclusively through the Foxpop Platform using the approved payment gateways.
 (b) Once payment is successfully received by Foxpop from the Client, the booking shall be marked as “pending acceptance” until the assigned Service Provider (“SP”) formally accepts the booking through the Platform interface.
 (c) Upon such acceptance by the SP, a binding engagement is formed between the Client and the Service Provider under these Terms.
 (d) For payment purposes, receipt of funds by Foxpop shall constitute deemed receipt by the Service Provider, to be held in an escrow-like facilitation capacity until completion, verification, or resolution under these Terms.
 (e) Foxpop acts as a limited payment and dispute-facilitation intermediary on behalf of both Clients and Service Providers — ensuring that:
Service Providers are paid for services duly completed and verified; and


Clients are protected against non-performance, delays, or breach of service obligations.
(f) In cases of disputes, cancellations, or refunds, Foxpop retains the right to determine the final allocation of funds based on project records, communications, and deliverable evidence maintained on the Platform.


3.5 Taxation and Compliance
(a) Goods and Services Tax (“GST”) and any other applicable taxes under Indian law are levied on the full invoice value, including Foxpop’s Platform Fee and Service Fee.
 (b) Foxpop shall issue GST-compliant invoices where required.
 (c) Clients and Service Providers are individually responsible for ensuring any additional tax filings, declarations, or compliance required under applicable Indian tax laws, including the Income-tax Act, 1961 and CGST Act, 2017.

3.6 Refunds and Adjustments
(a) Refunds, if applicable, shall be processed strictly in accordance with Foxpop’s prevailing Cancellation and Refund Policy available on the Platform.
 (b) Clients acknowledge that payment-gateway charges and Platform Fees are non-refundable under any circumstances.
 (c)  Approved refunds, once verified and approved by Foxpop, will be initiated within seven (7) business days and credited only to the original payment source within ten to fifteen (10–15) business days, subject to processing timelines of the payment-gateway provider and the issuing bank.

3.7 Right to Cancel or Suspend Bookings
Foxpop reserves the right to cancel, suspend, or withhold any booking or payment, at its sole discretion and without prior notice, in cases of:
delayed, incomplete, or reversed payments;


suspected fraud, chargeback, or payment gateway dispute;


breach of these Terms or Platform policies; or


violation of any applicable law or tax regulation.

4. BOOKINGS AND SERVICE COMMITMENT
4.1 Booking Workflow
(a) When a Client submits a booking request through the Platform, including the required description of deliverables, location, and timelines, the request is transmitted to the selected Service Provider (“SP”) for review and formal acceptance through the Platform interface.
 (b) A booking shall be deemed confirmed only once the SP accepts the request on the Platform. Until such acceptance, the booking shall remain in a pending state and may be cancelled or reassigned by Foxpop after reasonable consultation with the Client, including cases where the selected SP is unresponsive, unavailable, or declines the request.

4.2 Client’s Responsibility in Selection
(a) Clients are solely responsible for reviewing the SP’s profile, portfolio, credentials, pricing, and ratings before confirming a booking.
 (b) While Foxpop representatives may, upon request, suggest SP profiles suited to the Client’s brief, such suggestions are merely indicative and non-binding, and shall not constitute an endorsement, warranty, or assurance of performance.
 (c) The final decision to engage any SP rests entirely with the Client.

4.3 Formation of Binding Engagement
Upon the SP’s acceptance of a booking, a binding and enforceable agreement is formed directly between the Client and the SP, under which:
The SP is obligated to deliver the agreed scope of work, deliverables, and timelines in a professional manner; and


The Client is obligated to cooperate, provide timely inputs, approvals, and materials required for completion.


All payments for the project are deemed to have been made in full at the time of booking, in accordance with Clause 3.
While the engagement for Professional Services is directly between the Client and the SP, Foxpop provides the contractual framework, payment facilitation, and dispute-resolution oversight for such engagement. Foxpop does not itself perform or guarantee the Professional Services but retains authority to supervise compliance and determine outcomes in the event of a dispute.

4.4 Role of Foxpop as Mediator and Dispute Resolver
(a) Foxpop acts as a neutral intermediary and dispute-resolution facilitator in any case of disagreement, non-performance, or deviation from agreed deliverables.
 (b) Foxpop’s mediation authority extends, without limitation, to situations involving:
(i) Material deviation between the SP’s presented portfolio and the actual deliverables, as reasonably determined by Foxpop based on verifiable project records, submitted files, and client-approved briefs. For clarity, “material deviation” refers to objective discrepancies in technical quality, scope, or content type—not subjective aesthetic preferences.
 (ii) Non-adherence to agreed deliverables, timelines, or work scope;
 (iii) Operational, technical, or logistical deficiencies impacting project completion or deliverable usability.
 (c) Foxpop shall review Platform records, communications, and deliverables, and determine the appropriate remedy, which may include refund, partial refund, payout adjustment, reassignment, or any other equitable measure it deems fit.
 (d) Foxpop’s determination under this clause shall be final, binding, and conclusive on both parties, subject only to the dispute-resolution procedure under Clause 10.

4.5 Creative Subjectivity
Creative subjectivity—such as differences in artistic style, aesthetic judgment, or personal preference—shall not constitute valid grounds for refund or dispute, unless there is a demonstrable deviation from the brief or a breach of professional conduct.
 Foxpop’s oversight is limited to ensuring operational adherence, timely completion, and procedural fairness, not evaluating artistic merit.

4.6 Validity of Platform Records
Only the information, confirmations, and files documented through the Platform shall be considered authentic and legally valid for determining deliverables or resolving disputes.
 Any off-platform or oral communication shall have no evidentiary value unless expressly recorded and approved through the Platform.

4.7 Legal Effect and Enforceability
By confirming and accepting a booking through the Platform, the Client and the SP acknowledge that they have entered into a legally enforceable contract under applicable Indian law, with Foxpop serving as the designated intermediary for payment facilitation, compliance oversight, and dispute mediation.


5. CANCELLATION, MODIFICATION AND REFUND POLICY
5.1 General Framework
This Clause governs all cancellations, reschedules, modifications, and refund requests made in relation to bookings confirmed through the Foxpop Platform. It operates in conjunction with, and is further elaborated under, Foxpop’s detailed Cancellation & Modification Policy and Refund Policy, which collectively form an integral part of these Terms.
All users acknowledge and agree that Foxpop, acting as an intermediary platform, facilitates the engagement between clients and independent service providers (“SPs”) and that all confirmed bookings are legally binding agreements subject to the provisions of this Clause.

5.2 General Principles
(a) All cancellation, reschedule, or refund requests must be initiated exclusively through the Platform interface or by written communication to support@foxpop.co.
 (b) Once a booking is confirmed and payment is processed, it shall be deemed a binding contract, subject to cancellation and modification terms herein.
 (c) The Platform Fee (covering technology access, booking infrastructure, client support, and dispute resolution) and the Payment Gateway/Convenience Fee are strictly non-refundable in all circumstances.
 (d) Any approved refund shall apply only to the base project value, being the consideration agreed between the Client and the Service Provider, exclusive of Platform Fees, GST, and Payment Gateway charges.
 (e) All refunds, where approved, shall be remitted to the original payment source or to a verified bank account of the Client within seven (7) to ten (10) business days from the date of approval.
 (f) Foxpop reserves the right to deduct any non-recoverable third-party costs, including but not limited to model fees, studio charges, venue rentals, equipment or prop hire, and other ancillary operational costs already incurred prior to receipt of the cancellation request.

5.3 Client-Initiated Cancellations
(a) Refund eligibility is determined based on the timing of the cancellation request, the nature of the booking (single-day, multi-day, or shipment-based), and the stage of project execution.
 (b) Refunds shall be processed on a pro-rata basis or by applying a fixed percentage retention of the base project value, as specified in the detailed policy documents referenced above.
 (c) Bookings made on a short-notice basis (typically within forty-eight (48) hours of the scheduled commencement) may attract higher retention to compensate for resource blocking and administrative effort.
 (d) In the case of shipment-based projects, where the Client delays dispatch of materials or fails to confirm a revised schedule within the prescribed window, the booking shall be deemed Client-Abandoned, and standard cancellation retention shall apply.

5.4 Service Provider Unavailability or Cancellation
In the event that a confirmed Service Provider withdraws, defaults, or becomes unavailable either prior to or during execution of the engagement, Foxpop shall, at its sole discretion:
 (a) assign a replacement Service Provider of equivalent qualifications, cost, and availability to complete the pending deliverables; or
 (b) where a replacement is not feasible or not accepted by the Client, issue a full refund of the base project value (excluding non-refundable gateway charges).
 Foxpop’s obligations under this Clause shall be limited to the remedies specified herein, and no further claims, damages, or liabilities shall accrue to Foxpop.

5.5 Modifications
(a) Requests for modification of project scope, deliverables, or schedule may be considered only prior to commencement of services and shall require mutual consent of the Client and Service Provider.
 (b) Any modification initiated by the Client that results in irrecoverable costs or losses (including but not limited to pre-booked models, studios, venues, or materials) shall be chargeable to the Client in addition to the applicable fees.
 (c) One reschedule is permitted per booking, subject to Service Provider availability and mutual agreement within the defined timeline. Failure to confirm a new date within this period shall render the booking subject to the applicable cancellation provisions.

5.6 Unresponsive Clients
(a) If a Client remains unresponsive for a continuous period of seven (7) calendar days following the scheduled commencement of services, the project may, at Foxpop’s discretion, be marked as Client-Abandoned.
 (b) In such cases:
Where no work has commenced, up to ninety percent (90%) of the base project value (exclusive of fees) may be refunded, and the balance retained as administrative cost.


Where work has partially commenced, the refund shall be determined on a pro-rata completion basis as assessed by Foxpop.
 (c) Should the Client seek to reactivate the engagement after such abandonment, a new booking shall be required, subject to the prevailing terms and pricing.



5.7 Force Majeure
Foxpop shall not be liable for any delay, interruption, or failure in performance arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, government actions, network failures, or pandemics. In such cases, Foxpop may, at its discretion, reschedule the engagement or process a refund of the recoverable portion, after deducting non-recoverable third-party costs.

5.8 Determination and Finality
Foxpop shall retain sole and final discretion in evaluating and determining the validity of all cancellation, modification, and refund requests. All determinations made by Foxpop under this Clause shall be conclusive and binding upon all parties using the Platform.

5.9 Reference Policies
For further details and service-specific conditions, users are required to refer to the following policy documents, which are deemed incorporated herein by reference:
Cancellation & Modification Policy


Refund Policy


These policy documents shall prevail in the event of any inconsistency or ambiguity with this Clause.


6. LIMITATION OF LIABILITY
6.1 Maximum Aggregate Liability
To the fullest extent permitted under applicable law, the total and aggregate liability of Foxpop Multimedia Private Limited (“Foxpop”) arising out of or in connection with any booking, transaction, or engagement facilitated through the Platform shall be strictly limited to the aggregate amount of Platform Fees actually retained by Foxpop for that specific booking, exclusive of the Base Project Value, Payment Gateway or Convenience Fees, and applicable taxes.
Under no circumstance shall Foxpop’s liability exceed such amount, whether arising in contract, tort, equity, or otherwise. This limitation reflects Foxpop’s limited role as an intermediary technology platform and constitutes a fair allocation of risk between the Client, the Service Provider, and Foxpop.

6.2 Exclusion of Indirect or Consequential Losses
Foxpop shall not, under any circumstance, be liable for any indirect, incidental, special, punitive, exemplary, or consequential losses or damages, including but not limited to:
 (a) loss of profits, revenue, goodwill, or anticipated business opportunities;
 (b) creative dissatisfaction or subjective non-fulfilment of expectations;
 (c) delay, non-performance, or miscommunication by independent Service Providers;
 (d) third-party claims arising out of content, data, or intellectual property disputes;
 (e) client no-shows or failure to provide necessary information or materials;
 (f) negligent, unlawful, or inappropriate conduct by any Service Provider;
 (g) unauthorised use, sharing, or disclosure of client data or deliverables by Service Providers; or
 (h) any loss or damage resulting from interactions between Clients and Service Providers conducted outside the Platform or in contravention of these Terms.

6.3 Scope of Responsibility and Facilitation Role
Foxpop operates solely as an intermediary technology platform enabling discovery, communication, booking, and payment facilitation between Clients and independent Service Providers.
 While Foxpop is not legally liable for the acts, omissions, delays, or non-performance of any Service Provider, Foxpop may, at its discretion, intervene as a facilitator and dispute resolver in good faith to review evidence, communications, and project records to determine an equitable course of action.
 Such facilitation does not constitute an admission of fault or liability and is undertaken solely to promote operational fairness and maintain Platform integrity.
 Clients acknowledge that Foxpop’s determinations under its internal dispute-resolution process shall be final and binding, subject to Clause 10 (Governing Law and Dispute Resolution).

6.4 Disclaimer of Warranties
All Platform features, tools, and support services are provided on an “as is” and “as available” basis.
Foxpop expressly disclaims all warranties—whether express, implied, or statutory—including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability of the Platform or its Services.
 While Foxpop endeavors to maintain high standards of security, uptime, and user experience, it makes no guarantee that the Platform will be free of errors, disruptions, or delays at all times.


6.5 Liability for Shipped or Physical Goods
For services that require physical products, props, or materials to be shipped by the Client to the Service Provider (including but not limited to product photography, videography, and UGC shoots), Foxpop shall not be liable for the condition, loss, delay, damage, or non-receipt of any such items during transit or while in possession of the Service Provider.
Clients are solely responsible for ensuring that shipments are properly packaged, insured, and tracked through reliable logistics partners.
In the event of any issue, Foxpop may, at its sole discretion and in good faith, facilitate communication between the parties and assist in reaching a fair resolution; however, such facilitation shall not create or imply any liability on the part of Foxpop.

6.6 Intermediary Status and Vicarious Liability Exclusion
Foxpop shall not be construed as an employer, principal, partner, or agent of any Service Provider, nor shall any Service Provider be deemed an employee, representative, or agent of Foxpop. Accordingly, Foxpop shall not be held vicariously liable for any act, omission, default, or misconduct of any Service Provider or third party engaged through the Platform.

6.7 Limitation of Scope
To the extent permitted under Indian law, Foxpop shall bear no liability for any loss, damage, or dispute arising from events or actions beyond its direct operational control, including but not limited to third-party system failures, payment-gateway errors, or force-majeure conditions.
Foxpop’s obligations are limited exclusively to facilitation, administrative coordination, and dispute mediation as defined in these Terms.


7. CLIENT RESPONSIBILITIES
7.1 Accuracy and Completeness of Information
Clients shall provide accurate, complete, and timely information regarding the scope of services, deliverables, timelines, and any other project-relevant details. Foxpop shall not be held liable for any delay, miscommunication, or unsatisfactory outcome resulting from incomplete briefs, inaccurate data, or misaligned expectations.

7.2 Obligations During Service Engagement
Clients must ensure that:
 (a) For on-site or physical services, a safe, clean, and accessible work location is made available to the Service Provider along with all required materials, props, or infrastructure.
 (b) For remote or digital projects, all brand assets, credentials, references, and supporting content are shared promptly to enable timely execution.
 (c) Clients maintain regular and responsive communication throughout the project lifecycle, including during review, feedback, and approval stages.
 (d) Shipments of any products, garments, or materials to Service Providers are undertaken entirely at the Client’s risk and cost, using proper packaging and logistics.
 (e) Any delay in providing required inputs, approvals, or materials shall not constitute a breach by Foxpop or the Service Provider.
 (f) All payments for bookings, add-ons, or approved modifications shall be made exclusively through the Foxpop Platform prior to initiation of such services. Foxpop does not support or recognise any off-platform or direct transaction between Clients and Service Providers.

7.3 Prohibited Conduct
Clients are strictly prohibited from:
 (a) Engaging, hiring, or attempting to hire any Service Provider outside the Foxpop Platform for a period of twelve (12) months following the completion of any service initiated through Foxpop, unless expressly authorised in writing by Foxpop.
 (b) Soliciting or encouraging Service Providers to bypass Foxpop’s booking, communication, or payment systems, either directly or indirectly.
 (c) Requesting, sharing, or repeatedly asking for personal contact details, social-media handles, or any other off-platform means of communication.
If a Client is unable to connect with a Service Provider through the Platform’s official chat system due to technical issues, the Client must immediately notify Foxpop Support for assistance.
 (d) Abusing, harassing, threatening, or coercing Service Providers through any form of communication, whether on or off the Platform.



7.4 Confidentiality and Data Security
Clients are solely responsible for safeguarding all confidential, proprietary, or sensitive materials—including but not limited to creative assets, brand data, trade secrets, and product designs—shared with Service Providers. Foxpop shall bear no liability for any misuse, leak, or unauthorised disclosure, except where such loss arises directly and demonstrably from Foxpop’s negligence or intentional misconduct.

7.5 Consequences of Non-Compliance
Any violation of the responsibilities outlined herein may result in appropriate remedial or disciplinary measures at Foxpop’s discretion, including but not limited to:
 (a) formal warning notices,
 (b) temporary or permanent account suspension,
 (c) forfeiture of ongoing bookings, or
 (d) legal proceedings to protect the interests of Foxpop, its Service Providers, and other Clients.
Foxpop reserves the right to withhold payments or access to Platform services in cases where investigations into misconduct or breach are ongoing.
8. SERVICE PROVIDER RESPONSIBILITIES
8.1 Professional Conduct and Quality Standards
Service Providers (“SPs”) registered on the Foxpop Platform shall maintain the highest standards of professionalism, integrity, and reliability throughout all engagements. SPs agree to:
 (a) Deliver services with due care, skill, and diligence, strictly adhering to the scope, timelines, and deliverables agreed upon via the Platform.
 (b) Perform work personally or through qualified team members under their direct supervision, ensuring consistent professional quality.
 (c) Comply with all applicable Indian laws, including but not limited to intellectual property, labour, tax, and data protection laws, while performing their services.
 (d) Ensure that all content, images, videos, and creative materials delivered to Clients are original, legally obtained, and do not infringe upon any third-party rights.
 (e) Upload only their own original work to their portfolio on the Platform. Uploading or misrepresenting work created by others constitutes professional misconduct and a material breach of these Terms.

8.2 Communication and Platform Usage
(a) All communication, deliverables, and coordination with Clients must occur exclusively through Foxpop’s official systems (including FoxChat or other integrated tools).
 (b) Sharing or requesting personal contact information such as phone numbers, email addresses, social media handles, or alternative payment links is strictly prohibited and constitutes a material breach of these Terms.
 (c) SPs must maintain prompt, respectful, and professional communication at all times. Failure to respond within reasonable timeframes may result in reassignment, payment delay, or account suspension.
 (d) If a Service Provider faces a technical issue preventing communication through the Platform, they must immediately notify Foxpop Support for resolution.

8.3 Timeliness and Delivery
(a) SPs must adhere to the agreed delivery timelines and project milestones as confirmed through the Platform.
 (b) Any anticipated delay must be promptly communicated to both the Client and Foxpop in writing, along with a proposed revised timeline.
 (c) Repeated delays, missed deadlines, or failure to maintain consistent communication may result in account suspension, payment withholding, or termination.
 (d) SPs must ensure that all final deliverables meet the professional, creative, and technical standards reasonably expected within their domain, as per the Client brief and industry norms.

8.4 Confidentiality and Data Protection
(a) SPs shall maintain strict confidentiality over all Client and Foxpop information obtained during engagements.
 (b) SPs are prohibited from sharing, disclosing, or reusing any Client data, content, or brand assets for personal or commercial use except where expressly permitted under Foxpop’s policies (e.g., portfolio display with Client consent).
 (c) Any breach of confidentiality or misuse of data may result in immediate termination and legal action under applicable Indian law, including the Information Technology Act, 2000.

8.5 Compliance and Verification
(a) SPs must provide truthful, accurate, and updated information during registration, including identity documents, contact details, and bank information.
 (b) Foxpop reserves the right to verify credentials or documentation at any stage and suspend access where discrepancies are found.
 (c) SPs must comply with all applicable tax obligations on earnings, including TDS and GST compliance, as per Indian law.

8.6 Consequences of Breach
Any violation of these responsibilities — including misrepresentation, plagiarism, off-platform transactions, delayed delivery, or unprofessional conduct — shall constitute a material breach of this Agreement.
 Foxpop reserves the right to:
Suspend or permanently terminate the SP’s account;


Withhold, delay, or forfeit any pending payouts;


Impose liquidated damages as specified under the SP Terms & Conditions; and/or


Initiate legal proceedings under applicable Indian law.

9. INTELLECTUAL PROPERTY
9.1 Client Ownership
(a) Upon confirmation of a booking and receipt of full payment through the Platform, the Client shall acquire complete ownership and usage rights over the final deliverables created by the Service Provider (“SP”) under that booking, unless otherwise agreed in writing between the Client and Foxpop.
 (b) “Deliverables” include, without limitation, photos, videos, edited content, designs, social-media assets, written material, or any other creative output specifically produced for the Client within the confirmed project scope.
 (c) Clients may use such deliverables for any lawful commercial or personal purpose, subject to applicable intellectual-property laws and third-party rights.

9.2 Service Provider Rights (Portfolio Usage)
(a) Service Providers may use completed deliverables for non-commercial self-promotional purposes, such as portfolio display, case studies, or social-media posts, unless the Client has expressly prohibited such use in writing at the time of booking.
(b) In all cases, the Service Provider must credit the Client appropriately wherever such work is displayed.
(c) If the Client communicates a written restriction on such usage (e.g., via email or in the booking deliverables), that restriction shall override this right.
(d) Any portfolio usage that violates a written opt-out shall constitute a material breach of these Terms and may result in account suspension and/or legal action.
9.3 Client-Provided Materials
(a) Clients are solely responsible for ensuring that all materials provided to Service Providers—including but not limited to brand assets, logos, images, footage, music, fonts, or scripts—are properly licensed or owned by them.
 (b) Foxpop and the Service Provider shall not be held liable for any intellectual-property disputes, copyright infringements, or damages arising from the Client’s use of unlicensed or unauthorized material.

9.4 Foxpop Intellectual Property
(a) All intellectual property, trademarks, and proprietary assets belonging to Foxpop Multimedia Private Limited—including but not limited to the name “Foxpop,” logo, user interface, platform architecture, code, and backend systems—remain the exclusive property of Foxpop.
 (b) No user shall copy, reproduce, distribute, modify, or create derivative works from Foxpop’s branding, content, or technology without Foxpop’s express written consent.
 (c) Unauthorized use may result in immediate suspension of access and legal action under applicable Indian laws, including the Copyright Act 1957 and the Information Technology Act 2000.


10. DISPUTE RESOLUTION
10.1 Internal Mediation
Any user (Client or Service Provider) may raise a formal dispute relating to a booking, payment, or service by emailing grievances@foxpop.co within seven (7) working days of the issue arising or the scheduled service date, whichever is earlier.
Foxpop will initiate an internal review and mediation process, during which it may:
Review all project records and chat communications maintained on the Platform;


Pause the affected booking or payout pending review; and


Propose corrective action, replacement of the Service Provider, refund, or any other remedy deemed appropriate. 


The written complaint must include: the Order ID and date of engagement; The service category (e.g., Photography, Videography, Editing, SMM, Influencer, etc.); A detailed description of the concern or alleged breach. 


10.2 Final Determination
Foxpop shall evaluate all available evidence and communication records in good faith and issue a final determination based on platform policies and the facts presented.
 Such determination shall be final, conclusive, and binding on both the Client and the Service Provider for all purposes within the Platform.
10.3 Limitation of Liability
Foxpop’s role in dispute resolution is limited to mediation and administrative determination only. Foxpop does not act as a judicial or quasi-judicial body and shall not be liable for any dissatisfaction with its decision, or for any consequential, indirect, or punitive damages arising from such determination.
10.4 External Legal Recourse
If any party remains dissatisfied after Foxpop’s final determination, they may pursue independent legal remedies directly against the counterparty (Client or Service Provider) as permitted under Indian law.
 Foxpop shall not be a necessary or proper party to such proceedings, having already issued a final platform-level resolution.
10.5 Jurisdiction and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India.
 All proceedings relating to enforcement or any unresolved disputes shall fall under the exclusive jurisdiction of the courts in Bengaluru, Karnataka.



11. PROHIBITED ACTIVITIES
11.1 Scope
All users of the Foxpop Platform — including Clients and Service Providers — must conduct themselves lawfully, professionally, and respectfully while engaging in any activity related to the Platform or a booking facilitated through it.
The following activities are expressly prohibited and shall constitute a material breach of these Terms:
(a) Harassment and Abuse
Engaging in any form of harassment, threat, intimidation, defamation, or discrimination against Service Providers, Clients, or Foxpop personnel, whether through Platform communication tools, during project execution, or through any channel arising out of a Foxpop booking.
(b) Fraudulent Activity
Submitting false, misleading, or fraudulent information at any stage, including during account registration, project briefing, payment, review, or dispute resolution.
(c) Platform Circumvention
Attempting to engage, hire, or continue working with any Service Provider or Client outside the Foxpop Platform for a period of twelve (12) months following the completion of any booking initiated through Foxpop, without Foxpop’s prior written consent.
(d) Privacy and Data Violations
Sharing, disclosing, or distributing any personal, private, or sensitive information — including but not limited to phone numbers, email addresses, identification documents, or project-related data — of Service Providers, Clients, or Foxpop staff, without their explicit written permission.
(e) Malicious or Disruptive Conduct
Uploading, transmitting, or disseminating viruses, malware, or any content that may damage, disrupt, or compromise the functionality, security, or integrity of the Platform, its users, or its systems.
(f) Unauthorized Automation or Data Extraction
Using bots, scrapers, crawlers, or automated scripts to access, collect, or manipulate Platform data, listings, or communications without Foxpop’s prior written authorization.
(g) Intellectual Property Misuse
Copying, reproducing, modifying, distributing, or exploiting any part of the Platform — including Foxpop’s brand name, logo, proprietary scripts, software code, or Service Provider content — without express written consent.
(h) Spam and Promotional Misuse
Sending unsolicited communications, advertisements, or promotional materials through any Platform feature, or using Foxpop’s systems for unrelated commercial solicitation.

11.2 Consequences of Violation
Any breach of this Clause may result, at Foxpop’s sole discretion and without prior notice, in one or more of the following actions:
Formal warning or written notice;


Temporary or permanent account suspension or termination;


Cancellation of active or upcoming bookings without refund;


Forfeiture of promotional credits, discounts, or benefits;


Reporting of the matter to appropriate law enforcement authorities; and/or


Civil or criminal proceedings under applicable Indian laws, including the Information Technology Act, 2000, and the Indian Penal Code, 1860.


Imposition of liquidated damages or monetary penalties for any violation of this Clause, including but not limited to platform circumvention, as further detailed under the respective Service Provider and Client Terms & Conditions.




11.3 Interpretation and Enforcement
Foxpop Multimedia Private Limited retains the exclusive right to interpret, determine, and enforce the scope of this Clause.
 Any exceptions or permissions referenced herein may be granted, withheld, or revoked entirely at Foxpop’s discretion.

12. GOVERNING LAW AND JURISDICTION
12.1 Applicable Law
These Terms and any dispute, claim, or controversy arising out of or relating to the use of the Foxpop Platform, its Services, or any transaction facilitated through it shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles.
12.2 Jurisdiction and Venue
Subject to the grievance-handling procedure outlined under Clause 9 of these Terms, any legal action, proceeding, or enforcement arising out of or in connection with the Platform shall be subject to the exclusive jurisdiction of the competent civil courts located in Bangalore, Karnataka, India.
12.3 Finality of Foxpop’s Determination
All resolutions, findings, or determinations made by Foxpop under its internal grievance or dispute-handling mechanism shall be considered final and binding upon all parties. However, either party retains the right to seek legal recourse before the competent courts of Bangalore, Karnataka, in accordance with applicable Indian law.

13. FORCE MAJEURE
13.1 Events Beyond Control
Foxpop shall not be held liable for any delay, interruption, or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to:
acts of God, natural disasters, floods, fires, or earthquakes;


epidemics, pandemics, or government-imposed restrictions or lockdowns;


technical failures, internet or network outages, server or infrastructure disruptions;


acts, directives, or orders of governmental or judicial authorities, or changes in applicable law;


labor disputes, strikes, or civil unrest; and


delays or non-performance by third-party vendors, service providers, or logistics partners.

13.2 Suspension of Obligations
During the continuance of a Force Majeure event, Foxpop’s obligations under these Terms shall be deemed suspended to the extent and for the duration of such event. No refunds, damages, or compensation shall be payable for interruptions, delays, or failures resulting from any Force Majeure circumstance.
13.3 Restoration of Service
Foxpop shall make reasonable efforts to resume normal operations as soon as the Force Majeure condition ceases to exist, but shall not be obligated to do so where resumption would be commercially impracticable or prohibited by law.

13. FORCE MAJEURE
Foxpop shall not be held liable for any delay, interruption, or failure to perform its obligations under these Terms if such delay or failure results from causes beyond its reasonable control. These include, but are not limited to:
1. Acts of God, natural disasters, floods, fires, earthquakes
2. Epidemics, pandemics, or government-imposed lockdowns
3. Technical failures, internet outages, server crashes, or infrastructure disruptions
4. Acts of government, regulatory changes, court orders, or law enforcement directives
5. Labor disputes, strikes, or civil unrest
6. Delays or failures caused by third-party service providers or partners
In such events, Foxpop’s obligations shall be suspended for the duration of the force majeure event. No refunds or compensation shall be due for service interruptions caused by such circumstances.

14. CONTACT INFORMATION
If you have any questions, concerns, complaints, or requests relating to these Terms or the Services, please reach out to us:
Email: support@foxpop.co
Phone: +91- 83107800959
Address: 235, 2nd & 3rd Floor, 13th Cross Rd, IndiraNagar II Stage, Hoysala Nagar, Indiranagar, Bengaluru, Karnataka 560038
Foxpop will address grievances and queries in accordance with applicable laws. For privacy-related concerns, you may also write to privacy@foxpop.co.

15. ENTIRE AGREEMENT
These Terms, including the Privacy Policy and any additional guidelines, rules, or policies referenced herein or on the Platform, constitute the entire agreement between you and Foxpop with respect to the Services. They supersede all prior or contemporaneous understandings, agreements, communications, or representations, whether oral or written.

16. SEVERABILITY
If any provision of these Terms is found to be invalid, unlawful, or unenforceable under applicable law, such provision shall be deemed severed from the Terms without affecting the validity and enforceability of the remaining provisions.

17. WAIVER
No failure or delay by Foxpop in exercising any right, remedy, or provision under these Terms shall be deemed a waiver of that or any other right. Any waiver must be expressly granted in writing to be legally effective.

18. ASSIGNMENT
You may not assign or transfer your rights or obligations under these Terms without Foxpop’s prior written consent. Foxpop may freely assign, transfer, or delegate its rights and obligations under these Terms, including as part of a merger, acquisition, sale of assets, or by operation of law.