This is a legal agreement between you, the potential user of this website ("you") and VURoll ("Us" "VURoll"). Your use of VURoll's products, services and web sites or any of the products and services offered on this site (collectively, the "Services") is conditioned on your acceptance without modification of these Terms of Service ("Terms").

Please read these Terms carefully. If you do not agree to these Terms, you should not use the Services. You can accept the Terms simply by using the VURoll Services. In this case, you understand and agree that VURoll will consider your use of the Services as agreement to the Terms.

VURoll may at its sole discretion modify these Terms at any time and such modifications will be effective immediately upon being posted on this Site.

Your use of VURoll website www.VURoll.com (hereinafter referred to as "VURoll") and services and tools are governed by the following terms and conditions as applicable to the VURoll. If you transact on VURoll, you shall be subject to the policies that are applicable to the website for such transaction. For the purpose of these terms of use, wherever the context so require "You" shall mean any natural or legal person who has agreed to become a member of the Website by providing Registration Data while registering on the Website as Registered User using the computer systems of the VURoll.

We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the present limit mutually agreed by us with our acquiring bank from time to time

When you use any of the services provided by the VURoll, including but not limited to, (e.g., Customer Reviews), you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. VURoll reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, VURoll grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

ACCESSING, BROWSING OR OTHERWISE USING THE SITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, SO PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING.

Your Account and Registration Obligations

If you use VURoll, you shall be responsible for maintaining the confidentiality of your User ID and Password and you shall be responsible for all activities that occur under your User ID and Password. You agree that if you provide any information that is untrue, inaccurate, not current or incomplete or VURoll has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the this Terms of Use, VURoll has the right to indefinitely suspend or terminate or block access of your membership with VURoll and refuse to provide you with access to the Website

VURoll provides facility to deactivate your account based on Approval. Till your account is deactivated we will not display or use your profile or any data to anyone. Account can be again activate by login with same credentials.

Communications

When You use the Website or send emails or other data, information or communication to VURoll, You agree and understand that You are communicating with VURoll through electronic records and You consent to receive communications via electronic records from VURoll periodically and as and when required. VURoll may communicate with You by email or by such other mode of communication, electronic or otherwise.

Charges

Registration on VURoll is free. VURoll does not charge any fee for browsing but there are applicable charges for subscribing and buying content on VURoll. In addition, VURoll reserves the right to charge fee and change its policies from time to time. In particular, VURoll may at its sole discretion introduce new services and modify some or all of the existing services offered on the VURoll. In such an event VURoll reserves, without notice to You, the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the Fee and related policies shall automatically become effective immediately once implemented on VURoll. Unless otherwise stated, all fees shall be quoted in Indian Rupees. You shall be solely responsible for compliance of all applicable laws including those in India for making payments to VURoll.

Use of VURoll Services

You agree, undertake and confirm that your use of VURoll shall be strictly governed by the following binding principles:

You shall not host, display, upload, modify, publish, transmit, and update any information:

• That belongs to another person and to which you do not have any right to
• Is misleading in any way
• Is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual.
• Involves the transmission of "junk mail, "chain letters," or unsolicited mass mailing or "spamming".
• That promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous.
• That infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity.

License to Your Content

VURoll allows you to post content, including videos, photos, comments, and other materials. Anything that you post or otherwise make available on the Services is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to the Services. However, by submitting User Content to the Services, you hereby grant VURoll a worldwide, non-exclusive, paid up and royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Services and VURoll's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display, and perform such Content as permitted through the functionality of the Services and under these Terms. You retain the right to allow or disable the ability for others to download your User Content. You understand that VURoll does not guarantee any confidentiality with respect to any User Content you submit to us.

You shall be solely responsible for your own User Content and the consequences of submitting and publishing your User Content on the Services. You affirm, represent, and warrant that you own or have the necessary rights, licenses, permissions, and consents necessary to publish any User Content you submit. You further agree that all User Content you submit to the Services will not contain third party copyrighted material, or material that is subject to other third party proprietary or other rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material and to grant VURoll all of the rights granted herein.

Following termination or deactivation of your account, or if you remove any User Content from the Services, the licenses you have granted herein shall expire within a commercially reasonable period of time. However, we may retain your User Content for backup, archival, or audit purposes indefinitely.

Creator Program

VURoll Creator Program involves VURoll making payments to users of its Services that enroll in the program. 'Creator Program' shall be based on the Social Value of that user's connected social media accounts.

Specific payment amounts will be outlined on the description of promotional content made available on VURoll Website.

As a participant in the 'Creator Program', you agree that VURoll shall determine, in its sole and absolute discretion, the amount for which you shall be compensated. For purposes of these Terms, 'Social Value' applies to the value derived through VURoll's evaluation of a your connected social media accounts.

To maintain a quality of service for all creators, identity information associated with a user account must be real and verifiable. To this end all creators must adhere with the following guidelines:

• Creator's profile must accurately represent the creator's experience, skills, and personal information.
• One account per creator. User account should not be shared or duplicated in any way. Attempting to mislead by by misrepresenting information is not allowed.
• Any offer of services that is spam in nature is prohibited.

VURoll shall make the aforementioned payment in the form of, a. wired transfer, b. cheque or c. virtual currency that you will be able to transfer to a third party wallet such as Paytm. VURoll does not hold any responsibility for loss of currency or failed transactions once VURoll payment is transferred to the third party destination.

Payment Terms

Payments shall be made as soon as your campaign goes live and is approved by the advertiser. As a creator you shall ensure you adhere to all terms and conditions and guidelines stated on respective platforms/medium.

Your final payment will bear taxes as applicable and a platform fee.

When an influencer or creator shares a post on Facebook/Twitter/YouTube/Instagram the post must be Public(so that it is visible to all) and should be visible for next 30 days. Also no other post should be done for next 24 hours to increase the reach of the post.

TDS will be deducted at the rate of 1% or 2% if the invoice amount is more than 5K INR. if In a financial year total invoice amount for the same user reach 70K or more

TDS amount will be adjusted/dedcuted on all the invoice of same financial year.

Payment will be processed after 30 days of approved submission.

Paytm Payment Condition

1. You must have the Re-deemable balance of Rs.100 in your VURoll wallet.
2. First transfer can be done upto Rs.100/-
3. Second transfer can be done after 24 hours.
4. After first transfer all other transfer can be done upto Rs.2000/-

Referral Scheme

You earn Rs.100 as ad credit for every referral that signs up on VURoll and connects his/her social account.

Referral must fall under any of the criteria below:

• Admin of any Facebook Page with 5K Followers or more

• More than 1K YouTube Subscribers

• More than 1K followers on Instagram

• More than 1K Followers on Twitter

Special Goodies for Top Earners and Referrals: Get more than 25 friends to sign up with the above mention criteria and earn exciting goodies.

Registration Amount

You earn Rs.1000 worth ad credits on signing up and successfully connecting your social account(s).

The ad credits can be spent on promoting your page, video or engaging your fans.

To earn the joining bonus you must fall under any of the criteria below:

• Admin of any Facebook Page with 5K Followers or more

• More than 1K YouTube Subscribers

• More than 1K followers on Instagram

• More than 1K Followers on Twitter

License to Your Content

We can use your images provided on vuroll or social accounts for promotional/marketing activity of VURoll.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made at on Signup with VURoll.

By and between

Influencer or creator,may be individual/firm/limited company incorporated under the Companies Act, with its registered office. (Hereinafter referred to as "Influencer" which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include their respective successors and permitted assigns and affiliates).

And

VUROLL MEDIA MARKETING PVT. LTD. a company incorporated under the Companies Act, 2013 with its place of business at Plot No-128, Ground Floor, Institutional Area,Sector-44 Gurgaon,Haryana-122001 PAN (hereinafter referred to as "the Company" which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include their respective successors and permitted assigns and affiliates).

INFLUENCER and the Company may be individually referred to as a "Party" or collectively as the "Parties").

Recitals:

WHEREAS, the Company and INFLUENCER are engaged in discussions regarding a potential business relationship (the "Transaction"); and

WHEREAS, a Party may request from the other (in such case, the "Recipient") and/or disclose to the other (in such case, the "Disclosing Party") certain business, financial, technical, and other Confidential Information (as defined below) concerning their respective businesses and affairs that is not available to the public.

NOW THEREFORE, in consideration of the above premises the Parties mutually agree as follows:

DEFINITION: "Confidential Information" shall mean any and all information disclosed to, or otherwise acquired or observed by, a Party including its affiliated companies, directors, officers and employees (collectively, "Recipient's Representatives"), from the Disclosing Party, its affiliated companies, directors, officers and employees relating to the business of the Disclosing Party, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to, all sales and operating information, existing and potential business and marketing plans and strategies, financial information, cost and pricing information, data media, know-how, designs, drawings, specifications, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright. The term "Confidential Information" does not include information which

1. Becomes generally available to the public other than as a result of disclosure by Recipient in breach of this Agreement;
2. Was available to Recipient on a non-confidential basis as shown in written records prior to its disclosure to Recipient by Disclosing Party;
3. Becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party; provided that such source is not bound by a Non Disclosure agreement with Disclosing Party or is otherwise prohibited from transferring the information to Recipient by a contractual, legal or fiduciary obligation; or
4. Is independently developed by Recipient without any use of or benefit from the Confidential Information and such independent development can be documented by Recipient with written records.
5. Is required to be disclosed by law or at the request of any governmental body or court of law.

NON-DISCLOSURE: In consideration for the receipt of Confidential Information, Recipient shall hold all Confidential Information in strict confidence and shall in no event use less than a reasonable degree of care; and shall not, without the prior written consent of Disclosing Party, disclose such information to any person for any reason at any time; provided, however, it is understood that Recipient may disclose any of the Confidential Information to the authorized representatives of the Recipient who actually need such material for the purpose of evaluating the proposed Transaction on the condition that, prior to such disclosure, such Recipient's representatives have signed an agreement with non disclosure provisions no less stringent than those set forth herein. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual. Further, the Recipient shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and shall inform the Disclosing Party of any potential disclosure and shall take all steps necessary together with the Disclosing Party to retrieve and protect the Confidential Information.

The Recipient agrees that it shall not, except as and to the extent required, make any copies or reproduce the Confidential Information. Such copies or reproductions shall be subject to the terms and conditions of this Agreement and the Recipient shall take such steps as are necessary to restrict access to and protect the confidentiality of such copies or reproductions of the Confidential Information.

USE OF CONFIDENTIAL INFORMATION: Neither the Recipient nor its officers, employees or sub-contractors shall use any Confidential Information for any reason or purpose including its own purpose other than as necessary in regard to the Transaction. Recipient agrees to make no other use of the Confidential Information or to incorporate any Confidential Information into any work or product without the prior written consent of the Disclosing Party. Further, the Recipient agrees that it shall not profit from any Confidential Information received by it from the Disclosing Party in any unauthorized manner whatsoever.

NON-CIRCUMVENTION: The Recipient agrees that it shall in no event, circumvent, attempt to circumvent, avoid, by-pass or in any manner enter into any business transactions with any third party by making use of any Confidential Information disclosed by the Disclosing Party, other than the Transaction for which the Confidential Information is being disclosed.

OWNERSHIP: Recipient recognizes that all tangible information relating to Confidential Information, including notes, reports and other documents prepared by Recipient in connection with the evaluation of the proposed Transaction, including all copies thereof, are and shall be the sole property of Disclosing Party, and Recipient shall keep the same at all times in its custody and subject to Recipient's control. The Recipient does not hereby and shall not acquire by implication or otherwise any right in or title to or license in respect of the Confidential Information disclosed to it by the other Party.

COMPELLED DISCLOSURE: In the event that Recipient or any of Recipient's Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, it is agreed that Recipient or such Recipient's Representative, as the case may be, will provide Disclosing Party with prompt notice of such request(s) so that Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the Non Disclosure provisions of this Agreement. In the event that such protective order or other remedy is not obtained, Recipient or such Recipient's Representative may furnish that portion (and only that portion) of the Confidential Information which Recipient is legally compelled to disclose and will exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.

RETURN OF CONFIDENTIAL INFORMATION: Promptly following the earlier of

1. The termination of this Agreement and
2. The written request of Disclosing Party,

Recipient will deliver to Disclosing Party all documents or other materials furnished by Disclosing Party to Recipient constituting Confidential Information, together with all copies thereof, including computer disks in the possession of Recipient. In the event of such request, all other documents or other materials constituting Confidential Information, together with all copies thereof in the possession of Recipient, will be destroyed with any such destruction confirmed by Recipient in writing to Disclosing Party.

NO WARRANTIES: Neither Party makes any representation or warranty as to the accuracy or completeness of the Confidential Information.

NO OBLIGATION: Neither Party shall make any commitment or incur any expense or charge for or in the name of the other Party. Neither has any obligation by virtue of this Agreement to procure any products or services from the other Party. Neither execution nor performance of this Agreement shall be construed or deemed to have established any joint venture or partnership or have created the relationship of principal and agent between the Parties.

REMEDIES: Recipient acknowledges that monetary damages would be both incalculable and an insufficient remedy for any breach of this Agreement by Recipient and that any such breach would cause Disclosing Party irreparable harm. Accordingly, Recipient also agrees that, in the event of any breach or threatened breach of this Agreement, Disclosing Party, in addition to any other remedies at law or in equity it may have (none of which remedies shall be mutually exclusive, and all of which remedies may be pursued concurrently and cumulatively), shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. In addition, in such event, the Party in violation shall reimburse the other Party for all costs and expenses, including reasonable attorneys' fees, incurred in order to enforce the provisions of this Agreement and/or exercise any remedies for a violation thereof.

TERMINATION: This Agreement is intended to cover Confidential Information disclosed by each Party both prior and subsequent to the date hereof. This Agreement may be terminated by either Party by giving the other Party no less than thirty (30) days prior written notice; provided, however, that, notwithstanding anything herein to the contrary, each Party's obligations with respect to each item of the other Party's Confidential Information will survive for a period of three (3) years following the disclosure of the applicable Confidential Information.

GOVERNING LAW & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of India without giving effect to principles of conflict of laws thereof, regardless of the place of making or performance. The parties subject themselves to the exclusive jurisdiction of the courts at Bangalore, India. Any dispute in respect of all or any of the provisions of this Agreement shall be resolved amicably within 15 days of notifying the same to the other party and in the event neither party reaches an agreement the dispute should be resolved by Arbitration which shall be referred to a Sole Arbitrator in accordance with the provisions of the Arbitration and Conciliation Act 1996. The place of arbitration shall be Bangalore and the language used shall be English

AMENDMENTS: This Agreement may not be and shall not be deemed or construed to have been modified, amended, rescinded or canceled in whole or in part, except by written instrument signed by the Parties hereto which makes specific reference to this Agreement and which specifies that this Agreement is being modified, amended, rescinded or canceled.

SEVERABILITY: If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

WAIVERS: No failure on the part of either Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or a future exercise thereof or the exercise of any other right or remedy granted hereby, or by any related document, or by law. Any failure of a Party to comply with any obligation contained in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument duly executed and delivered by the Party granting such waiver, which instrument makes specific reference to this Agreement and the provision to which it relates and describes the right or obligation consented to, waived or purported to be violated.