USER CONTENT AGREEMENT

This User Content Agreement sets out the terms that apply to you when you use the interactive function “STREAM” (erstwhile ‘EXPLORE’) on our mobile application, website etc (collectively referred to as our “application”). When you click ‘agree’ to this User Content Agreement, you agree to be bound by its terms in addition to our terms of use, you acknowledge that your information will be processed in accordance with our privacy policy, and that we use cookies and similar technologies in accordance with our cookies policy.

This User Content Agreement is effective from 1st May 2021 and updated on 18th January, 2023.

Please read this User Content Agreement carefully. We recommend that you print off a copy of this User Content Agreement for your records, as well as any future versions of it, as we may update it from time to time.

If for any reason whatsoever you do not agree to this User Content Agreement or do not wish to be bound by any or all of its terms, you must not click agree to this User Content Agreement, and you must not access or use the interactive function of our application, contact other users of our application or upload any content to our application.

If you are using the Service on behalf of a company or organisation, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

Contents
  1. Basis of agreement
    1. This User Content Agreement, in addition to our Terms of Use, sets out the terms and conditions that apply to you when you access any interactive features of our application, upload content onto our application, interact with other users of our application or upload links on our application.
    2. When you click agree to this User Content Agreement, you agree to be bound by the terms set out herein.
  2. Variation of this User Content Agreement
    1. We may vary the terms of this User Content Agreement from time to time: :
      1. to reflect any changes in the way we carry out our business;
      2. to account for any changes we make to our application, including, without limitation, any new features or functionality we provide, any adjustments to the means by which we provide notices to you, or any changes in the content, purpose or availability of the application; or
      3. to ensure that our documentation complies and remains compliant with any and all current and future applicable laws, regulations and guidance.
    2. By continuing to access our application after we have updated this User Content Agreement, you agree to be bound by that updated version.
    3. You must check this User Content Agreement each time you access our application in order to ensure that you are aware of the terms and conditions that apply to you at that time.
    4. If required by law, we will provide you with notice of any changes we make to this User Content Agreement by posting a notice on our application. Where we make any changes to this User Content Agreement, we will post the updated version on our application with a new effective date stated at the beginning of it.
    5. The date that this User Content Agreement was last amended is set out at the top of the document and may be described as the document’s “effective date”.
  3. Content uploaded to our application
    1. Whenever you make use of the feature or interactive function on our application that enables you to upload content to our application, any content you upload must:
      1. state any facts accurately;
      2. state opinions only when, and to the extent that, they are genuinely held, and you must also state the person to whom those opinions belong;
      3. comply with all applicable laws and regulations in India, and of any country from which you upload the content and any other applicable laws from time to time; as well as comply with rules and regulation of Self Governing Body regulating content.
      4. not constitute Prohibited Content (described in clause 6 (Prohibited Content) below).
      5. Make disclosure/ disclaimer if any required
    2. You may upload your own confidential information to our application, but any confidential information you upload will be made public and non-confidential by you uploading it. We do not guarantee that any content uploaded by you will be treated as confidential, and we disclaim any responsibility for maintaining the confidentiality of any such uploaded content.
    3. You must not upload confidential information belonging to any other person. Any and all content that you upload to our application will be treated as non-confidential.
    4. We are not responsible for securing or backing up any data or content uploaded by you, and we are not responsible for any loss or corruption of such data or content. If you do not wish to lose any content uploaded by you, you should back up and secure such content independently.
    5. You shall be solely responsible for content you upload to our application and for the consequences of uploading or publishing it. In connection with your uploads and anything contained, displayed, featured, incorporated, or appearing therein or related thereto, you hereby represent and warrant that you either:
      1. are the owner of all copyright and other intellectual property rights in the content uploaded by you; or
      2. are licensed or otherwise legally authorised by the owner of the copyright or other intellectual property rights in the content you upload to use that content and to distribute that content on or via third party applications (including on or via our application) in the public domain on a non-confidential basis, and to grant the licence described in clause 4.2 (Rights you grant in relation to content uploaded to our application) for and on behalf of the owner of the copyright.
    6. You further represent and warrant that (i) your use and/or uploading of any content to our application does not infringe and will not infringe on the copyright, trade mark, trade secret, rights or privacy or publicity, or other intellectual property or personal rights of any person or entity; (ii) the content uploaded by you shall not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing) including applicable ASCI regulations, rules and guidelines, and/or any third party rights including copyrights (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting).
    7. You further agree and confirm that you have read and understood the ASCI guidelines for influencer advertising in digital media. The ASCI guidelines require disclosure if there is any material connection between the advertiser and the influencer/artist. Accordingly, you agree to make the required disclosure while posting content relating to Nykaa products and brands by mentioning any of the following disclosure labels/tags in your post: i) advertisement; ii) ad; iii) sponsored; iv) collaboration; v) paid content. You may use hashtag (#) alongwith the tag/label. Any such disclosure should be clearly visible in the content posted/uploaded by you. You further agree that your account or affiliate links may be disabled/suspended or terminated by Nykaa in the event you: (i) indulge in any act, directly or indirectly, or permit any other person to use the your account to do any acts, post or upload any statement, messages or content that may malign, defame, disrepute or negatively affect the goodwill and reputation of Nykaa or its brands, products or services in any manner; (ii) post, upload or make incorrect or false statement, messages or content relating to any Nykaa product; (iii) violate any applicable Laws, rules, regulations including obligations relating to ASCI guidelines specified above. You agree and confirm that termination due the above mentioned reasons shall result in you forfeiting any commissions due and payable by Nykaa under this Agreement.
    8. We seek no minimum commitment from you. We do not make any representation, warranty, or covenant regarding the amount of traffic or viewership you can expect at any time, and we will not be liable for any actions you undertake based on your expectations.
  4. Rights you grant in relation to content uploaded to our application
    1. You shall at all times remain the owner of all copyright in the content uploaded by you, unless the copyright in such content is owned by a person other than yourself, in which case that person shall retain the ownership of the content and except where the content is created and uploaded by you pursuant to your engagement with Nykaa for any promotional or endorsement event or activity relating to Nykaa brands, and products that are offered for sale on Nykaa e-commerce platforms. In such case, the copyright in the content shall solely vest with Nykaa for perpetuity and throughout the world.
    2. By uploading content to our application, you grant us a worldwide, transferable, non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, adapt, process, publish, transmit, display and distribute such content to anyone, by any means whatsoever, for any lawful purpose, and to relicense, whether or not in exchange for payment, third parties to do the same. This means that any content you upload to the internet via our application is public, and may be distributed anywhere by anyone, including persons other than ourselves and those to whom we have relicensed it.
    3. You grant each user of the application a non-exclusive licence to access the content you upload through the application, and to use, copy, reproduce, distribute and display such content as permitted through the functionality of the application and under this User Content Agreement.
    4. You waive any claims you may have based on any usage of the content you upload or the works derived therefrom including (but not limited to) claims for infringement, invasion, misappropriation, or violation of intellectual property or personal rights.
    5. We shall have the right to place advertisements on your content in any manner as deemed fit by us. For sake of clarity, apart from the performance linked payouts payable to you stated in Clause 5 below, we shall not be liable to compensate you for monetization of your content as stated in this Clause 4 hereunder.
    6. By agreeing to the terms of this Agreement, you grant us the rights for utilization of your name, photograph, likeness, voice, signature or any distinctive elements of yourself in accordance with the terms of this Agreement for inclusion in our sponsored content or advertisements.
    7. Should your personal account username or business account username on behalf of your businesses in our opinion come out to be either same or similar to our marks (registered or unregistered, including of our affiliates, subsidiaries, group companies and/or our
  5. Performance linked payouts
    1. You shall be able to monetise your content uploaded on the application for upto 90 days from the date of upload, enabling our customers click through to purchase products listed on our application.
    2. For each qualifying product bought by the customer only through such tagged link within 24 hours of the product being added to their cart, you will receive program fees @ 2.5% of the sale value of the product. Such amount shall be due and payable to you only on minimum dues of INR 5,000/- (Rupees Five Thousand only) within a period of x days calculated on each monthly cycle.
    3. Such monetisation shall not be permissible for content which is sponsored by third party including content for which we may have contracted with you vide separate agreement. In case we notice you have monetized such content, we shall have the right to initiate recovery for all such monies paid. This is in addition to any legal remedies as may be available to us in law.
    4. We may monitor, record, review, crawl, use, store, disclose etc information in connection with your display of special links and content as per our prevailing privacy policy of the application.
  6. Prohibited uses of our application
    You must use our application for lawful purposes only and in accordance with this User Content Agreement. You must not use our application:
    1. to upload, host or transmit any viruses, malware, adware, spyware, worms, Trojan horses, keystroke loggers, spyware, logic bombs, time bombs or any other harmful programs or code which could adversely affect the use or operation of the application, our hardware or systems, or the computers, tablets, phones or other devices of any users or other third parties, or to upload any content or materials containing the same;
    2. to use crawlers, scarpers or undertake any similar action to access the application;
    3. to spam other users or to conduct any unsolicited or unauthorised advertising or direct or indirect marketing to anyone by any means, or to otherwise spam, communicate or market to anyone any goods, services or business not authorised by us;
    4. for any purpose that is unlawful or that in any way breaches any applicable laws or regulations, whether local, national or international;
    5. to use internal API’s to avail access to any type of data or information about the application;
    6. to cache content about the application;
    7. for any fraudulent purposes whatsoever;
    8. to communicate with, harm or attempt to harm children in any way; or
    9. in any way or for any purpose that breaches this User Content Agreement or the terms of any other documents referred to in it.
  7. Prohibited Content
    You must not upload any content to our application, or upload to our application any links to third party applications containing content which falls into any one or more of the following categories (Prohibited Content):
    1. contains confidential information belonging to any other person, save and except where you have the legally binding authorisation of such person to upload the content to our application;
    2. contains any advertising or promotions relating to any other business or that provides a link to any other business, without our prior written consent;
    3. is deceptive, dishonest, deceitful, inaccurate or untrue;
    4. misrepresents your identity, status or any affiliation you may have with any third party;
    5. impersonates any other person or organisation;
    6. represents or suggests that the content is provided by us or reflects our views, opinions, positions, activities or affairs;
    7. contains any swear word or profanity, is offensive, obscene, hateful or aggressive, threatening, abusive, harassing or malicious towards any person or is likely to cause anxiety, distress, discontent or annoyance, or which promotes violence, hatred, aggression or unrest;
    8. is in any way discriminatory towards any person or class of persons on account of nationality, race, gender, age, religion, disability, sexual orientation or any other characteristic or ground(s) capable of constituting unlawful discrimination;
    9. infringes any intellectual property rights of any other person, including, without limitation, any copyrights, database rights or trade marks;
    10. breaches any statutory duty owed to any other person;
    11. breaches the terms of any contract owed to any other person;
    12. contravenes the terms of any court order;
    13. is defamatory, disparaging, rude or insulting towards any person or organisation or which is capable of harming the reputation of any person or organisation;
    14. contains, alludes to or describes any sexually explicit material, child pornography or which redirects users to such content;
    15. incites, encourages, advocates or promotes any illegal activity, or assists anyone in the commission, planning or conduct of any illegal activity;
    16. contains a statement that is likely to be understood by some or all of the members of the public to whom it is published as a direct or indirect encouragement or other inducement to them to the commission, preparation or instigation of acts of hatred, violence or terrorism;
    17. is in any way medical advice; or
    18. reused content that has been uploaded (in part or full) by other creators on other platforms.
  8. Actions we may take in relation to uploaded content
    1. We reserve the right to take any action whatsoever that we deem appropriate in respect of any suspected or actual breach of this User Content Agreement. Such action may include:
      1. issuing you with a warning in respect of your non-compliance with the terms of this User Content Agreement or applicable Laws, Rules and Regulations including ASCI Guidelines;
      2. suspension or termination, without notice, of your right to use our application;
      3. modification or removal of any content uploaded by you;
      4. disclosure of your identity to any third party where that third party (or their representative) makes a complaint to us relating to content uploaded by you, and it appears to us that the content uploaded by you constitutes a violation of their or any other person’s intellectual property rights, privacy rights or any other rights;
      5. disclosure of your identity, any content uploaded by you and any other relevant information to the law enforcement authority including police in the event that we deem this to be reasonable, necessary or otherwise required or permitted by law and/or if required to be disclosed under investigation to law enforcement authority including police;
      6. commencing legal proceedings against you for all expenses that we incur because of any breach by you of this User Content Agreement; or
      7. any other or additional action that we deem appropriate in the circumstances.
    2. YOU HEREBY HOLD HARMLESS AND INDEMNIFY US FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REPUTATION OR GOODWILL, AND ANY OTHER SECONDARY OR CONSEQUENTIAL LOSSES), PENALTIES, COSTS (INCLUDING PROFESSIONAL AND LEGAL COSTS ON A FULL INDEMNITY BASIS) AND EXPENSES SUFFERED OR INCURRED BY US ARISING FROM, IN CONNECTION WITH OR RELATING TO ANY BREACH BY YOU OF THIS USER CONTENT AGREEMENT OR OUR TERMS OF USE OR ANY ACTION BROUGHT AS A CONSEQUENCE OF ANY CONTENT BEING UPLOADED BY YOU (INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY CONTENT).
    3. We shall have no liability to you whatsoever for the consequences of any action we take in response to any breach by you of the terms of this User Content Agreement, our application terms of use, or any other document, laws or regulations governing your use of our application.
  9. No responsibility for user-generated content
    Some parts of our application may contain content and materials that have been uploaded by other users. Any such content is owned by or licensed to the users who uploaded the material, or owned by other third parties and has not been approved or monitored by us. We make no representations and provide no warranties whatsoever in respect of any such user-generated content, and have no obligation to monitor or review any such content. Any opinions or views contained in any user-generated content may describe the opinions and views of the users who uploaded it and/or the views of third parties and not our own views, opinions, positions or values. Accordingly, we do not endorse any opinions, advice or recommendations contained in any user-generated content.
  10. Viruses and other harmful content
    1. You must ensure that you have in place up-to-date and effective anti-virus protection on your computer or browsing device which you use to access our application.
    2. You must not upload or otherwise introduce to our application any viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or any other programs or code that is harmful or malicious.
    3. You must not use, whether by yourself or in conjunction with any third parties, any software or technology to attempt to gain unauthorised access to our application, our servers, systems, hardware, software or data, or cause, encourage or entice any third party to do the same.
    4. You must not perform any denial of service type attack on our application.
    5. We may report any breach or suspected breach of this clause 9 (Viruses and other harmful content) to the relevant authorities and may disclose your identity to them.
  11. Links to other applications
    1. We are not responsible for the content of any application(s) accessible via any link(s) on our application from time to time. All content on third party applications is outside of our control, and we do not represent or warrant that such content is related, suitable, appropriate, lawful or accurate.
    2. Any third party application accessible via a link on our application may collect and process information about you. We are not responsible for any data-processing activities carried out by any third party application linked to from our application or how such third parties may use information about you, and we disclaim any and all liability in respect of the same. You must check the privacy policy of any such third party to establish how they may use information about you before you decide to use their application and its features.
  12. Links to our application
    1. Where you have obtained our consent to link to our application:
      1. you may provide links to our application on other applications owned by you, provided that such applications and the use of any links to our application comply with these Terms of Use;
      2. wherever you post a link to our application on any other application, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and
      3. you must not link to our application in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and in any event, without having first obtained our prior written consent.
    2. We may withdraw permission to link to our application at any time. In the event that we withdraw permission to link to our application and inform you of the same, you must immediately remove or cause to be removed any links to our application.
  13. Content deletion request
    Should you choose to delete content posted by you on our application, please reach to us on nap@nykaa.com, and we shall respond at the earliest. However we may choose to retain a copy of any such content for a limited period of time in our back up copies as per our data retention policy. Your content may continue to be visible where other users may have shared links outside of our platform or for any past promotional or advertorial activities / notifications that may be cached, for which we thereby disclaim all our liabilities with respect to the same. Further, for sake of clarity, we will not be held responsible to delete or edit or archive your content that would have been posted or uploaded in the past.
  14. Content copyright infringement claims
    If you own the copyright in any photograph, video or other material that appears on our application and you consider that its appearance on our application violates your copyright, please notify us by email at nap@nykaa.com. If you are uncertain whether the use of the content you are reporting infringes your legal rights, you may wish to seek legal guidance. Please bear in mind that intentional submission of misleading reports of infringement, shall lead to strict legal actions against you at your cost, risk and liability.
    Unless expressly indicated otherwise, all intellectual property rights in this document and elsewhere on our application, including any content on our application, are reserved.
  15. Conflict
    The terms of this User Content Agreement shall prevail over any other terms which may conflict with them, including any terms in our Terms of Use, privacy policy or cookies policy.
  16. Severance
    In the event that any term of this User Content Agreement is found by a court of competent jurisdiction to be void, invalid, illegal, unenforceable or non-binding, it shall be modified to the minimum extent necessary to make it valid, legal, effective and binding, giving effect to the purpose of the original term to the maximum extent possible. In the event that such modification of the term is not possible, it shall be deleted from this User Content Agreement. Where a term is defective only because of a partial term, sub-clause or part-provision of a term, and such modification is not capable of remedying the defect, that defective partial term, sub-clause or part-provision alone shall be deleted. No deletion of any term or partial term, sub-clause or part provision under this clause shall affect the validity of the remainder of this User Content Agreement or any other terms contained herein.
  17. Assignment
    1. We may assign, transfer or otherwise deal with, in any way whatsoever, any of our rights and obligations under this User Content Agreement. Where we do assign, transfer or otherwise deal with our rights and obligations under this User Content Agreement, we will try to give you notice of such action.
    2. You shall not assign, transfer or otherwise deal with, in any way whatsoever, any of your rights and obligations under this User Content Agreement.
  18. Waiver
    Any failure to exercise or delay by us in exercising any of the rights or remedies that we may have under this User Content Agreement or otherwise shall not constitute a waiver of those rights or remedies, or any other rights or remedies that we may have against you or any other person at any time. Any exercise of our rights and remedies under this User Content Agreement or otherwise shall not restrict us in any way from the further exercise of those same rights or remedies, or any other rights or remedies that we may have against you or any other person at any time.
  19. Third party rights
    Save and except as expressly provided in this User Content Agreement, no person other than a party to this agreement shall have any rights or remedies in respect of this User Content Agreement.
  20. Reservation of rights
    The rights and remedies arising under this User Content Agreement are in addition to any rights and remedies arising under law.
  21. Disclaimers:
    THE PROGRAM, APPLICATION, ANY PRODUCTS AND SERVICES OFFERED ON THE WEBITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING OUR MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE USER CONTENT AGREEMENT (COLLECTIVELY THE “SERVICE OFFERINGS” ) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
    EXCEPT AS REQUIRED BY APPLICABLE LAW, WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES
    THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
    TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE OR OUR AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT WE HAVE PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO US OF THE CLAIM AND (B) INR 5000/- , WHICHEVER IS HIGHER.
  22. Governing law and jurisdiction
    1. This User Content Agreement, any documents referred to in it, and any disputes arising from or in relation to it, whether contractual or not, shall be governed by and construed in accordance with prevailing laws in India.
    2. The courts of Mumbai shall have exclusive jurisdiction over any claims or disputes arising from or in relation to this User Content Agreement or any documents referred to in it.