Terms of Service

1. Acceptance

By creating an account or using the CloutROI platform (the “Platform”), you agree to these Terms of Service, together with our Refund & Cancellation Policy, Intellectual Property Terms, and Privacy Policy, all of which are incorporated by reference. If you do not agree, do not use the Platform.

2. Definitions

• Brand — a business user that posts campaigns and pays for creator services (the buyer).
• Creator — an influencer or content creator who offers services and receives payment (the seller).
• Agency — a user managing services on behalf of one or more Brands or Creators.
• Package — a defined service a Creator offers, including scope, deliverables, turnaround time, revisions, and usage rights.
• Deal — an agreed engagement between a Brand and a Creator arising from a campaign or package order.
• Escrow — funds held securely via our payment partner pending completion of a Deal.
• Platform Fee — our commission for facilitating a Deal, as disclosed at the point of transaction.

3. Eligibility and Accounts

You must be at least 18 years old and able to enter into a binding contract. You are responsible for the accuracy of your registration information and for all activity under your account. You agree to keep your credentials secure. We may refuse, suspend, or terminate accounts that violate these Terms (see Section 11).

4. Our Role as an Intermediary

CloutROI is a marketplace that connects Brands and Creators and facilitates secure payment, escrow, dispute handling, and related tooling. The underlying creative services contract is between the Brand and the Creator. We are not the author of the content, not the employer of any Creator, and not a party to the services agreement, except as expressly stated for payment facilitation and dispute resolution. We provide the tools and the escrow rails; the Brand and Creator are responsible for performing their respective obligations.

5. How Deals Work

1. A Brand engages a Creator via a campaign application or a Package order.
2. The Brand funds the Deal; the amount is held in Escrow through our payment partner (Razorpay).
3. The Creator delivers the agreed work through the Platform.
4. The Brand reviews and approves the delivery. If the Brand neither approves nor raises a dispute within the review window of 72 hours after delivery, the Deal auto-releases and funds are released to the Creator.
5. On release, the Platform Fee, applicable GST, and applicable tax withheld at source (TDS) are deducted, and the net amount is paid out to the Creator’s verified payout account.

The specific scope, deliverables, timelines, revisions, and usage rights for each Deal are set by the Creator’s Package and the per-Deal contract generated at the time of the engagement, which forms part of the agreement between the parties.

6. Escrow and Split Payouts

Funds for each Deal are held in escrow via Razorpay Route and are released to the Creator only after (a) the Brand approves the delivery, (b) the review window closes without action (“auto-release”), or (c) a dispute is resolved in the Creator’s favour (in whole or part). Until one of these events occurs, the Creator has no claim to the funds and the Brand cannot unilaterally reclaim them except through the refund and dispute processes described in our Refund & Cancellation Policy. Payouts to Creators are made to a verified payout account established through our payment partner’s onboarding and verification process.

7. Fees, Taxes, and Payments

• Platform Fee: We charge a Platform Fee on each Deal (currently 12% from Creators and 5% from Brands), disclosed before the Brand funds the Deal.
• GST: Goods and Services Tax is applied as required by law on the Platform Fee and reflected in your invoice.
• TDS: Where required, tax is deducted at source from Creator payouts in accordance with applicable Indian tax law. Creators are responsible for their own income tax filings; a TDS certificate (Form 16A) will be made available as required by law.
• All amounts are in Indian Rupees (INR) unless stated otherwise. Payment processing is handled by our payment partner; you may also be subject to their terms.

8. Creator Obligations

Creators must deliver work that conforms to the agreed Package scope, within the stated timelines and revision limits, and must hold all rights necessary to deliver and license the content (see IP Terms). Creators must disclose paid partnerships where required by applicable advertising and consumer-protection rules.

9. Brand Obligations

Brands must provide accurate briefs, review deliverables in good faith within the review window, and fund Deals through the Platform. Brands must not misuse, exceed, or retain content beyond the usage rights granted for the Deal.

10. Prohibited Conduct

You agree not to:

• Circumvent the Platform by arranging payment or completing transactions off-platform after being introduced through CloutROI;
• Solicit another user’s contact details to take a Deal off-platform (“leakage”);
• Provide false identity, tax, or payment information;
• Post unlawful, infringing, deceptive, or harmful content;
• Engage in fraud, money laundering, or activity that violates RBI, tax, or other applicable law;
• Misrepresent engagement metrics or audience data.

We monitor for off-platform circumvention and may suspend or terminate accounts that attempt it.

11. Suspension and Termination

We may suspend (including time-boxed suspension), restrict, or terminate your account for violation of these Terms, suspected fraud, legal requirement, or risk to other users. Where lawful and practical, we will provide notice. Funds associated with completed obligations will be handled per the Escrow and Refund provisions.

12. Dispute Resolution Between Brands and Creators

If a Brand and Creator disagree about a delivery:

1. Negotiated split: The parties may first propose a split of the escrowed funds through the Platform.
2. Moderator decision: If no agreement is reached, a CloutROI moderator reviews the Deal record, deliverables, and communications and makes a determination, which may release funds to the Creator, refund the Brand, or split the funds.
3. Binding on the funds: The moderator’s determination is final and binding as to the release of the escrowed funds. It does not limit any independent legal rights the parties may have against each other outside the Platform.

Every moderation action is logged and auditable.

13. Disclaimers

The Platform is provided “as is.” We do not guarantee any particular result, engagement outcome, or campaign performance. We are not responsible for the quality, legality, or accuracy of content created by Creators or briefs provided by Brands.

14. Limitation of Liability

To the maximum extent permitted by law, CloutROI’s aggregate liability arising out of or relating to the Platform is limited to the total Platform Fees you paid to us in the three (3) months preceding the event giving rise to the claim. We are not liable for indirect, incidental, or consequential damages.

15. Indemnity

You agree to indemnify CloutROI against claims arising from your content, your breach of these Terms, or your violation of any law or third-party right.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of India. The courts at Mumbai shall have exclusive jurisdiction, subject to any dispute-resolution mechanism applicable under law.

17. Grievance Officer

In accordance with applicable Indian law, complaints may be addressed to our Grievance Officer at support@cloutroi.com. We will acknowledge complaints within the timelines required by law.

18. Changes

We may update these Terms. Material changes will be notified through the Platform. Continued use after changes take effect constitutes acceptance.

19. General Provisions

19.1 Severability

If any provision of these Terms is held by a court or competent authority to be invalid, unlawful, or unenforceable, that provision will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

19.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations — for example, in connection with a reorganisation, change of legal entity, merger, or sale of the business — without your consent, provided your rights under these Terms are not materially reduced. These Terms bind and benefit the parties and their respective permitted successors and assigns.

19.3 Entire Agreement

These Terms, together with the Refund & Cancellation Policy, Intellectual Property Terms, and Privacy Policy incorporated by reference in Section 1, constitute the entire agreement between you and CloutROI concerning the Platform, and supersede any prior or contemporaneous understandings on that subject. The per-Deal contract agreed between a Brand and a Creator governs that engagement between those parties, as described in Section 5.

19.4 No Waiver

Our failure or delay in enforcing any provision of these Terms is not a waiver of our right to enforce that or any other provision later. Any waiver must be in writing to be effective, and a waiver on one occasion does not waive any subsequent breach.

19.5 Force Majeure

We are not liable for any failure or delay in performing our obligations under these Terms caused by events beyond our reasonable control, including (without limitation) acts of God, natural disasters, epidemics, war, civil unrest, government or regulatory action, changes in law, failures or interruptions of banking, payment, or settlement systems (including those of our payment partner), and internet, telecommunications, or third-party service-provider failures.

19.6 Language and Translations

The Platform is offered in multiple languages for your convenience. Where translations are provided — including machine translations of interface text, notifications, or user-generated content such as campaign briefs, messages, or profiles — they are provided for convenience only and may not be exact. The English version of these Terms governs, and in the event of any conflict between the English version and a translation, the English version prevails. Machine-translated content is provided “as is”; we do not warrant its accuracy and are not responsible for errors arising from translation.

20. Contact

support@cloutroi.com · Oakkart, Mumbai, Maharashtra, India.