Terms & Conditions

1.1.1. Legal Contract: This Terms & Conditions document (hereinafter referred to as the "Agreement" or "Terms") constitutes a legally binding, enforceable contract between Overplay (including its owners, operators, parent entities, subsidiaries, and affiliates; collectively referred to as "Overplay" , "Company" , "We" , "Us" , or "Our") and you (whether an individual digital creator, streamer, media channel owner, or legal entity; referred to as "Creator" , "User" , "You" , or "Your" ).

1.1.2. Express Electronic Consent: By clicking "I Agree," "Sign Up," authenticating via Google OAuth or Discord, accessing, downloading, or using any portion of the Overplay Software-as-a-Service platform, you explicitly acknowledge that:

• You have read, understood, and agreed to be unconditionally bound by all terms, conditions, obligations, and restrictions set forth in this Agreement.
• You have read and accepted our Privacy Policy , which is incorporated herein by reference.
• This electronic record is generated by a computer system and does not require physical or digital signatures to establish legal validity pursuant to Section 65B of the Indian Evidence Act, 1872 and Section 10A of the Information Technology Act, 2000 .

1.1.3. Rejection of Terms: If you do not agree to every provision contained within this Agreement, you are strictly prohibited from creating an account, accessing the platform, or linking any social media channels, and you must immediately cease all usage of Overplay.

For the purposes of this Agreement, the following capitalised terms shall have the meanings ascribed to them below:

• "APIs" (Application Programming Interfaces): Refers to the software interfaces provided by third-party platforms-including but not limited to Google LLC (YouTube API Services), Discord Inc., Kick Streaming Pty Ltd, Meta Platforms, X Corp., and Twitch Interactive, Inc.-that enable Overplay to interact, pull, analyze, and process data on your behalf.
• "Brand Deals" or "Promotions": Refers to commercial engagements, sponsored content, product placements, affiliate marketing, or advertising opportunities facilitated, negotiated, or logged through Overplay's platform or integrated communication tools (e.g., Discord chats) between Creators and third-party brands/advertisers.
• "Creator Content": Refers to any audio, video, graphics, stream snippets, raw footage, video clips, channel names, branding assets, logos, thumbnails, chat transcripts, or text uploaded, imported, generated, clipped, or processed through Overplay by or for the Creator.
• "Derivative Clips": Refers to shortened, edited, transformed, watermarked, optimized, or curated video clips or highlights generated by Overplay's tools from raw Creator Content.
• "Public & Analytical Data": Refers to all non-private and authorized metrics retrieved via APIs or public web indexing, including subscriber counts, view counts, watch time analytics, public social media profile handles, audience demographics, and engagement rates associated with the Creator's linked accounts.
• "SaaS Platform": Refers to the proprietary cloud-based Software-as-a-Service infrastructure, web applications, dashboards, tools, algorithms, and Discord bots developed and maintained by Overplay.

1.2.1. Rules of Interpretation: Headings are inserted for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. References to any Indian statutory provision include all amendments, re-enactments, or rules framed thereunder.

1.3.1. Age & Legal Capacity: The SaaS Platform is strictly available to individuals who are at least 18 years of age and possess full legal capacity to enter into binding contracts under Section 11 of the Indian Contract Act, 1872 . Minors are strictly barred from using or registering on Overplay.

1.3.2. Account Security & Third-Party Credentials:

• You must register an account using authentic credentials through official Google OAuth or Discord login procedures.
• You are solely responsible for maintaining the strict confidentiality of your account credentials, API access tokens, and linked third-party account permissions.
• You agree to accept full legal and financial responsibility for all activities, content uploads, clip processing, and communications that occur under your Overplay account.

1.3.3. Identity & Channel Ownership Verification:

• You represent and warrant that you are the rightful owner or authorized manager of any YouTube channel, Discord server, or social media profile you connect to Overplay.
• Impersonation of any creator, channel owner, or legal entity is strictly illegal. Overplay reserves the right to request proof of channel ownership at any time. Accounts created using unauthorized third-party channel links will be immediately frozen and reported under relevant provisions of the Indian Penal Code, 1860 / Bharatiya Nyaya Sanhita, 2023 and IT Act, 2000 .

1.3.4. Notice of Security Breach: You agree to notify Overplay immediately in writing via our official legal channel (overplaycontact@gmail.com or designated support desk) if you suspect or become aware of any unauthorized access, security breach, or compromise of your account.

1.4.1. "As-Is" Service Delivery: Overplay provides the SaaS Platform on an "AS-IS" and "AS-AVAILABLE" basis. While we strive for maximum uptime, Overplay makes zero express or implied guarantees regarding continuous, uninterrupted, error-free, or delay-free operations.

1.4.2. Scheduled & Emergency Maintenance:

• Overplay reserves the right to take the SaaS Platform offline temporarily for scheduled infrastructure upgrades, bug fixes, database optimizations, or server migrations.
• In cases of emergency security patches, DDoS attacks, or third-party API service outages (e.g., YouTube or Discord downtime), Overplay may suspend service access immediately without prior notice.

1.4.3. Platform & Feature Modifications:

• Overplay reserves the unilateral right to update, modify, add, alter, or discontinue any feature, tool, algorithm, dashboard metric, or service tier of the SaaS Platform at any time without liability.
• We will make reasonable efforts to communicate material platform updates via email or dashboard notifications, but continued usage of Overplay following any modification constitutes your complete acceptance of the updated platform.

2.1.1. Mandatory Third-Party Terms: Overplay utilizes YouTube API Services and Google OAuth to access, process, and analyze your channel analytics, public data, and performance metrics.

By authenticating via Google OAuth on Overplay, you explicitly agree to be legally bound by:

• The YouTube Terms of Service (available at https://www.youtube.com/t/terms).
• The Google Privacy Policy (available at http://www.google.com/policies/privacy
• The Google API Services User Data Policy (including the Limited Use requirements).

2.1.2. Scope of API Authorization: You grant Overplay a limited, non-exclusive, revocable, worldwide authorization to request and process data via official YouTube APIs. This includes, but is not limited to, reading subscriber counts, total views, individual video watch time metrics, audience demographics, video clip metadata, and comment/engagement analytics.

2.1.3. Google "Limited Use" Compliance Standard: Overplay explicitly affirms that its use and transfer to any other application of information received from Google APIs will strictly adhere to the Google API Services User Data Policy , including the Limited Use requirements :

• Overplay will only use raw or derived Google user data to provide or improve prominent, user-facing SaaS features on our dashboard.
• Overplay will never sell, license, or transfer Google API user data to third parties, advertising networks, or data brokers.
• Overplay will never use Google user data to train generalized non-personalized Artificial Intelligence (AI) or Machine Learning (ML) models without explicit prior consent.
• Human employees or contractors of Overplay are strictly prohibited from reading raw Google API user data unless explicit affirmative written permission is obtained from the Creator for technical support or security investigations.

2.2.1. Authorization & Webhooks: When you connect Overplay to your Discord account or authorize the Overplay Discord Bot within your community servers, you grant us permission to read, process, and log communication metadata, Discord user identifiers, and message logs generated within designated Overplay platform channels (e.g., brand negotiation channels, automated clipping notifications, and account alert threads).

2.2.2. Compliance with Discord Developer Terms: You acknowledge that Overplay's Discord integration operates pursuant to the Discord Terms of Service and Discord Developer Terms . You warrant that you possess all necessary administrative permissions within any Discord guild/server where you deploy Overplay integrations.

2.2.3. Moderation & Bot Misuse: Overplay shall bear zero liability if a Discord server administrator revokes, blocks, or alters the permissions of the Overplay Discord Bot, resulting in missed brand communications, broken clip notifications, or delayed metrics processing.

2.3.1. Authorized Public Data Scraping: In addition to official API OAuth connections, Overplay may utilize automated web indexing tools, public RSS feeds, and standard HTTP requests to aggregate publicly available data regarding your connected social media profiles (including Instagram, X, Twitch, and public web links).

2.3.2. Scope of Public Data: This public data collection is strictly restricted to publicly accessible metrics, including public handles, profile avatars, subscriber/follower counts, public post timestamps, engagement rates, and publicly embedded video links.

2.3.3. No Unauthorized Account Intrusion: Overplay warrants that its public data indexing mechanisms do not bypass authentication paywalls, violate platform rate limits, or deploy unauthorized credential-stuffing measures.

2.4.1. Creator's Right to Revoke Access: You retain the absolute legal right to revoke Overplay's access to your third-party accounts at any time through:

• The Google Security Settings page (https://security.google.com/settings/security/permissions)
• The Discord Authorized Apps settings menu.
• Disconnecting your accounts directly within the Overplay SaaS Dashboard.

2.4.2. Impact of Revocation: Upon token revocation or authentication expiration:

• Overplay's automated systems will immediately lose access to your real-time channel metrics, API analytics, and automated clip fetching.
• Overplay is under no legal obligation to maintain or deliver platform features, brand connectivity, or clip-processing tools that rely on the revoked tokens.
• Revocation does not automatically erase historical, aggregated, anonymized performance metrics previously logged prior to the revocation date, subject to applicable data deletion requests under the Indian DPDP Act, 2023.

2.4.3. Continued Authorization & User Responsibilities: While any Google OAuth, Discord authorization, or other third-party integration remains active, the Creator acknowledges that such authorization constitutes continued permission to Overplay to access and process the data and functionality covered by the applicable authorization, subject to this Agreement and the Privacy Policy. The Creator remains responsible for reviewing, managing, and revoking such authorization where they no longer wish to use Overplay or its connected services. Continued use of the Overplay Platform or failure to revoke an active authorization shall not create any obligation upon Overplay to manually revoke such authorization on the Creator's behalf.

PROMOTIONAL LICENSES

3.1.1. Underlying Copyright: As between Overplay and You, You retain sole and exclusive ownership of all pre-existing intellectual property rights, copyrights, trademarks, and moral rights in and to Your Creator Content (including raw stream footage, video uploads, audio tracks, channel logos, and personal likeness).

3.1.2. No Transfer of Ownership: Nothing contained within this Agreement shall be construed as a sale, assignment, or permanent transfer of Your underlying video copyrights to Overplay. Overplay claims no ownership over Your original, unedited raw content.

3.2.1. Scope of Promotional License: By uploading, linking, connecting, or generating video content through Overplay, You grant to Overplay a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, host, cache, store, stream, transmit, publicly display, publicly perform, distribute, re-format, adapt, edit, excerpt, and curate Your Creator Content and Derivative Clips.

3.2.2. Purpose of License: This license is granted specifically for:

• Operating, delivering, optimizing, and maintaining the core functionality of the Overplay SaaS Platform.
• Marketing, advertising, promoting, demonstrating, and growing the Overplay brand, platform, services, and community across any media channels or ad networks-including but not limited to Overplay's official website, YouTube, Instagram, TikTok, X, Discord, LinkedIn, paid performance ad campaigns, and third-party media showcases.

3.2.3. Perpetual Media Right for Published Marketing: You acknowledge and agree that once a Derivative Clip featuring Your Creator Content has been published, broadcasted, or posted in a promotional campaign or media asset prior to account termination or consent withdrawal, Overplay is under no obligation to recall, delete, or destroy previously published marketing materials or archival digital posts.

3.3.1. Authority to Create Derivative Clips: You explicitly authorize Overplay's automated systems, algorithms, video engines, and internal editors to process Your Creator Content to produce Derivative Clips. This includes the unilateral right to:

• Crop, trim, chop, resize, adjust frame rates, and re-format long-form content into short-form vertical/horizontal video formats.
• Generate, translate, overlay, and burn dynamic text captions, subtitles, sound effects, audio visualizers, and graphical overlays onto the clips.
• Combine excerpts of Your content with third-party creator clips or platform promotional templates.

3.3.2. Watermarking & Branding Rights: Overplay reserves the absolute right to overlay, burn, or attach Overplay brand logos, watermarks, intro/outro slates, or promotional QR codes onto any Derivative Clips generated through or processed by the SaaS Platform. You are strictly prohibited from attempting to strip, reverse-engineer, obscure, or alter Overplay watermarks without express written authorization or an active upgraded SaaS tier that explicitly permits white-label exports.

3.3.3. Waiver of Moral Rights Claims: To the maximum extent permissible under Section 21 and Section 57 of the Indian Copyright Act, 1957 , You explicitly waive or agree not to assert any "moral rights" (including rights of paternity or integrity) against Overplay, its licensees, or affiliates arising out of the reasonable editing, clipping, trimming, watermarking, or promotional reformatting of Your content.

3.4.1. Name, Image, & Likeness (NIL) License: You grant Overplay a perpetual, worldwide, royalty-free right to use Your channel name, creator alias, voice, profile picture, logo, public channel metrics, subscriber milestones, and public likeness in connection with Overplay's marketing campaigns, case studies, investor pitch decks, press releases, and creator leaderboards.

3.4.2. Mutual Promotion Benefit: You acknowledge that the inclusion of Your Creator Content in Overplay promotional materials constitutes mutual consideration and promotional exposure for Your personal channel, and no monetary royalties, revenue splits, or residual payments shall be owed to You for such promotional uses.

3.5.1. Platform Ownership: Overplay retains absolute, exclusive ownership over all right, title, and interest in and to the SaaS Platform-including all underlying source code, object code, software architecture, UI/UX designs, algorithms, database schemata, trademarks, service marks, logos, Discord bot scripts, and system documentation.

3.5.2. Restrictions on Reverse Engineering: You shall not copy, modify, decompile, reverse engineer, disassemble, lease, sell, or create derivative software tools based on the Overplay SaaS Platform. Any unauthorized attempt to extract proprietary code or algorithms will result in immediate permanent ban, civil damages claims, and criminal prosecution under Section 43 and Section 66 of the Information Technology Act, 2000 .

RULES

4.1.1. Platform as an Independent Facilitator: Overplay provides communication channels (including integrated dashboard chat interfaces, Discord webhooks, and automated deal-routing bots) solely to enable direct networking and deal negotiation between Creators and third-party brands, agencies, or sponsors (collectively referred to as "Brands" ).

4.1.2. Independent Contractor Status: Overplay is not a talent agency, talent management firm, publisher, employer, or joint-venture partner of any Creator. Any Brand Deal, commercial sponsorship, product integration, or paid partnership agreed upon through Overplay's tools constitutes a direct, legally separate contract executed exclusively between the Creator and the respective Brand.

4.1.3. Monitoring & Chat Logging: Overplay reserves the right—but assumes no legal obligation—to monitor, log, review, and archive chat transcripts, file transfers, and proposed commercial deliverables transmitted through platform communication tools to ensure platform security, prevent payment fraud, verify policy compliance, and resolve user grievances.

4.2.1. Mandatory Disclosures: You represent and warrant that any promotional content, sponsored clip, product review, or brand endorsement executed pursuant to a deal facilitated through Overplay shall strictly comply with the Guidelines for Influencer Advertising in Digital Media issued by the Advertising Standards Council of India (ASCI) and the Consumer Protection Act, 2019 (including Consumer Protection (E-Commerce) Rules, 2020).

4.2.2. Obligation to Label Sponsored Content: You agree that all sponsored videos, clips, or social posts created under a Brand Deal must carry clear, prominent, and unmissable disclosures (e.g., #Ad, #Sponsored, #Collab, #PaidPartnership, or YouTube's native "Includes paid promotion" toggle). Disclosures must be placed where they are easily noticeable by viewers and must not be hidden in vague hashtag lists or below the fold.

4.2.3. Prohibition of False Claims & Unverified Reviews: You are strictly barred from making false, misleading, unsubstantiated, or deceptive claims regarding any Brand's products or services. You must have personally used or evaluated products where required by ASCI norms before endorsing them.

4.2.4. Full Creator Liability for Non-Compliance: You agree to accept 100% legal, financial, and regulatory liability for any fines, notices, penalties, or regulatory actions issued by the Central Consumer Protection Authority (CCPA), ASCI, or Indian courts arising from your failure to disclose a paid partnership or for making deceptive advertising claims.

4.3.1. Zero Payment Default Guarantee: Overplay does not guarantee, underwrite, or insure payment performance by Brands. If a Brand defaults, delays, cancels, or refuses to pay agreed compensation under a Brand Deal negotiated or initiated on Overplay, You acknowledge that Your sole legal remedy lies against the Brand, and Overplay shall bear zero financial or legal liability for uncollected creator earnings.

4.3.2. Deliverable & Breach Disputes: Overplay is not responsible for resolving or compensating disputes regarding campaign deliverables, creative disagreements, clip performance metrics, missed deadlines, or breached sponsorship contracts between Creators and Brands.

Creator Responsibility for External Partnerships: The Creator acknowledges that registration with, use of, or continued participation on the Overplay Platform may be subject to disclosure, compliance, or contractual requirements imposed by the Creator's other organizations, agencies, partnerships, sponsorships, or commercial relationships. Overplay shall not be responsible for any conflict, restriction, suspension, termination, loss of partnership, or commercial consequence arising solely from the Creator's decision to register for, use, or remain connected to Overplay. The Creator is solely responsible for determining whether their participation on Overplay is compatible with their existing contractual or organizational obligations.

4.4.1. Service Fees & Commission: Overplay reserves the right to charge platform transaction fees, commission percentages, or fixed SaaS subscription fees on Brand Deals facilitated through its system. Any applicable fee structures will be clearly itemized and displayed prior to finalization of a commercial deal workflow on the dashboard.

4.4.2. Payment Gateway & Third-Party Processors: Payments, payouts, and escrow transfers (if applicable) may be processed via certified third-party Indian payment gateways (e.g., Razorpay, Cashfree, or Stripe). Overplay shall not be held liable for payout delays, banking holds, failed transfers, or incorrect account details provided by the Creator.

4.4.3. Tax Obligations (TDS & GST): You are solely responsible for calculating, reporting, and remitting all applicable Indian income taxes, Tax Deducted at Source (TDS) under Section 194J/194O of the Income Tax Act, 1961, and Goods and Services Tax (GST) associated with earnings generated from Brand Deals or SaaS usage.

4.5.1. Prohibition of Off-Platform Circumvention: You shall not solicit, negotiate, or complete payment for any Brand Deal off the Overplay platform if the initial lead, contact, or match was generated through Overplay's proprietary brand-matching tools or private chat system, for the purpose of evading platform service fees.

4.5.2. Penalty for Circumvention: Any detected, documented, or reported attempt to circumvent Overplay's fee structure or payment workflows will result in immediate permanent account termination, forfeiture of pending platform payouts, and a contractual liquidated damages charge equal to double the platform fee owed on the bypassed deal.

4.6.1. Confidential Communications: Any non-public email, proposal, commercial communication, partnership communication, sponsorship opportunity, negotiation, internal document, attachment, message, pricing information, or other confidential information communicated by Overplay to a Creator shall be treated as confidential unless expressly identified as public or Overplay has provided prior written authorization for disclosure.

4.6.2. Prohibition on Unauthorized Disclosure: The Creator shall not publish, forward, distribute, reproduce, upload, disclose, or otherwise make such confidential communications available to any unauthorized third party

4.6.3. Authorized Disclosure: Disclosure shall be permitted where required by applicable law, court order, regulatory authority, or where expressly authorized in writing by Overplay.

4.6.4. Remedies: Any unauthorized disclosure causing or reasonably likely to cause financial, commercial, reputational, operational, or contractual harm to Overplay may constitute a material breach of this Agreement. Overplay reserves the right to seek appropriate contractual, injunctive, monetary, and other remedies available under applicable law, including recovery of demonstrable losses, reasonable legal costs, and other legally recoverable damages.

4.6.5. Organizational and Partner Communications: Where Overplay communicates with a Creator regarding an organization, team, agency, parent organization, partner organization, affiliate, sponsor, or other entity associated with the Creator, all non-public communications shall remain confidential between the intended parties and shall not be disclosed to such organization or any other third party without Overplay's prior written authorization, except where disclosure is legally required. This includes, without limitation, communications concerning prospective or existing partners, parent organizations, agencies, and sponsors.

5.1.1. Compliance with Intermediary Guidelines: Pursuant to Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (as amended), Overplay enforces a strict, non-negotiable policy prohibiting the creation, hosting, clipping, transmission, or display of prohibited content.

STANDARDS & BANS

5.1.2. Prohibited Content Categories: You are strictly barred from uploading, processing, generating, editing, or linking any Creator Content or Derivative Clips that contain, promote, or encourage:

• NSFW & Sexually Explicit Material: Pornography, explicit nudity, sexually suggestive content, child sexual abuse material (CSAM), or sexually provocative clips.
• Hate Speech & Violence: Content that incites violence, promotes hostility, harassment, or discrimination based on race, religion, caste, gender, sexual orientation, disability, or national origin.
• Defamation & Impersonation: False, defamatory, libelous statements, or deepfakes/morphed media created to deceive or impersonate any individual, brand, or public figure.
• Illegal & Unlawful Activities: Content promoting illegal gambling, drug abuse, weapons manufacturing, cyberattacks, terrorism, or acts against the sovereignty, integrity, and security of India under the Bharatiya Nyaya Sanhita, 2023 and IT Act, 2000 .

5.1.3. Automated Scanning & Human Oversight: Overplay reserves the right to deploy automated computer algorithms, optical character recognition (OCR), metadata filtering, and human moderation teams to scan, inspect, and flag content processed through the SaaS Platform for policy breaches.

5.2.1. Respect for Intellectual Property: Overplay respects third-party copyright laws and strictly complies with Section 51 and Section 52 of the Indian Copyright Act, 1957 , read alongside Section 79 of the Information Technology Act, 2000 (Safe Harbour provisions).

5.2.2. Copyright Infringement Claims (Takedown Notice): If a copyright owner or authorized agent believes that any clip processed or hosted on Overplay infringes upon their copyright, they may submit a formal Notice of Infringement to Overplay’s designated Grievance/Nodal Officer containing:

• Identification of the copyrighted work claimed to have been infringed.
• Identification of the exact URL, video clip ID, or dashboard link hosted on Overplay.
• Proof of copyright ownership or legal authorization to act on behalf of the owner.
• A declaration that the information in the notice is accurate and made under penalty of perjury.

5.2.3. Expedited Takedown Timeline: Upon receipt of a valid, written copyright notice or a formal court/government order, Overplay will act with due diligence to disable access to or remove the infringing material within 36 hours , in full compliance with Indian statutory mandates.

5.2.4. Counter-Notification Procedure: If a Creator believes their content was removed due to a mistake or misidentification, they may submit a counter-notice explaining their legitimate license or fair-use rights. Overplay may, at its discretion, restore the content unless the original claimant files a legal action in a court of competent jurisdiction.

5.3.1. Immediate Unilateral Termination: Overplay reserves the absolute, unchallengeable legal right to immediately suspend, freeze, or permanently terminate Your account, block Your IP address, and revoke Your API access tokens without prior notice, warning, or opportunity to cure , if:

• You violate any provision of Section 5.1 (Prohibited Content) or Section 5.2 (Copyright Infringement).
• Overplay receives a directive or order from a court, law enforcement agency, or MeitY (Ministry of Electronics and Information Technology).
• You attempt to breach platform security, bypass rate limits, or reverse-engineer Overplay code.

5.3.2. Legal & Financial Consequences of Termination: Upon account termination under Section 5.3.1:

• Your right to access or use the SaaS Platform, dashboard analytics, and brand chat tools immediately ceases.
• Any pending platform earnings, commissions, or payouts tied to fraudulent, infringing, or illegal campaign activities shall be forfeited to the maximum extent permitted by law .
• Overplay shall bear zero financial or legal liability to You for lost profits, missed brand deals, or deleted channel analytics resulting from a lawful account ban.

5.4.1. Statutory Data Retention Mandate: Pursuant to Rule 3(1)(h) of the IT Intermediary Guidelines Rules, 2021 , when an account is terminated due to policy violations, illegal content, or law enforcement orders, Overplay shall preserve and retain Your account registration data, IP logs, chat transcripts, and associated clip metadata for a mandatory minimum period of 180 days (or longer if ordered by a court or investigating agency).

5.4.2. Cooperation with Law Enforcement: Overplay will fully cooperate with Indian law enforcement agencies, cybercrime cells, and judicial authorities by disclosing retained user data, IP records, and communication logs pursuant to lawful warrants or orders issued under Section 91 of the Code of Criminal Procedure, 1973 / Bharatiya Nagarik Suraksha Sanhita, 2023 and Section 69 of the IT Act, 2000 .

(2023)

6.1.1. Data Fiduciary Designation: For the purposes of the Digital Personal Data Protection Act, 2023 (DPDP Act) and any rules notified thereunder, Overplay operates as a "Data Fiduciary" in respect of personal data submitted by or collected from Creators. The Creator operates as the "Data Principal" .

6.1.2. Legitimate & Specified Purpose: Overplay processes personal data—including names, email addresses, phone numbers, connected social handles, API metrics, and IP logs—strictly for specified, lawful, and explicit purposes as defined in this Agreement and our Privacy Policy. Processing is anchored either upon explicit consent granted by the Data Principal or pursuant to legitimate uses permitted under the DPDP Act.

6.1.3. Incorporation of Privacy Policy: Detailed rules governing data collection categories, third-party disclosures, retention schedules, and cookie policies are set forth in the Overplay Privacy Policy , which is incorporated into this Agreement by reference as if fully set out herein.

6.2.1. Reasonable Security Practices: Pursuant to the DPDP Act and Section 43A of the Information Technology Act, 2000 , Overplay maintains robust technical, administrative, and physical security measures designed to safeguard personal data against unauthorized access, loss, alteration, disclosure, or destruction.

6.2.2. Encryption Standards:

• Data in Transit: All data transmitted between the Creator's browser/device, the Overplay SaaS Platform, and third-party APIs (Google/YouTube, Discord) is encrypted using industry-standard Transport Layer Security (TLS 1.2/1.3) protocols.
• Data at Rest: Sensitive tokens, OAuth refresh credentials, database records, and personal identifier data are stored utilizing AES-256 (Advanced Encryption Standard) or equivalent enterprise-grade cryptographic standards.

6.2.3. Data Breach Notification: In the event of a confirmed personal data breach affecting Creator information stored on Overplay systems, Overplay shall notify the Data Protection Board of India (DPBI) and affected Data Principals in accordance with the timelines and procedures mandated under the DPDP Act and applicable rules.

6.3.1. Exercise of Rights: Subject to statutory verification protocols, Creators enjoy explicit rights under the DPDP Act, including:

• Right to Access Information: The right to obtain a summary of personal data being processed by Overplay, along with details of processing activities and third-party disclosures.
• Right to Correction & Erasure: The right to request the correction of inaccurate or misleading data, the updating of incomplete records, or the complete erasure ("Right to be Forgotten") of personal data no longer necessary for the specified purpose.
• Right of Grievance Redressal: The right to readily available mechanisms to address grievances regarding the processing of personal data.
• Right to Nominate: The right to nominate an individual who, in the event of the Creator's death or incapacity, shall exercise Data Principal rights on their behalf.

6.3.2. Consent Withdrawal & Service Termination:

• Creators may withdraw consent for data processing at any time by contacting our Grievance Officer or revoking API authentication tokens via platform settings.
• You acknowledge that withdrawing essential consent (such as Google OAuth or primary account data) will render Overplay unable to deliver core SaaS functionalities, resulting in immediate suspension or termination of your SaaS account without liability to Overplay.

6.4.1. Cross-Border Transfers: Overplay may transfer, store, or process personal data on secure cloud infrastructure located outside India (e.g., AWS, GCP, or cloud hosting nodes), provided such transfers comply with government notifications and restrictions issued under Section 16 of the DPDP Act, 2023.

6.4.2. Data Processors: Overplay engages vetted third-party Data Processors (such as cloud providers, analytics engines, and payment gateways) under strict contractual terms requiring them to maintain equivalent security standards and process data solely on Overplay' s documented instructions.

LIMITATION OF LIABILITY

7.1.1. Express Disclaimer: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE INDIAN LAWS, THE OVERPLAY SAAS PLATFORM, DASHBOARDS, DISCORD BOTS, DERIVATIVE CLIPPING ENGINES, ANALYTICS CONSOLES, AND ALL FACILITATED BRAND-CONNECTIVITY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.1.2. Specific Disclaimers: OVERPLAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• GUARANTEES THAT THE SAAS PLATFORM WILL MEET YOUR SPECIFIC CREATOR NEEDS, CHANNEL GROWTH TARGETS, OR REVENUE EXPECTATIONS.
• GUARANTEES THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, SECURELY, VIRUS-FREE, ERROR-FREE, OR WITHOUT DATA LOSS OR API TIMEOUTS.
• GUARANTEES REGARDING THE ACCURACY, RELIABILITY, OR TIMELINESS OF ANALYTICS DATA, SUBSCRIBER METRICS, OR PUBLIC SCRAPED DATA RETRIEVED FROM THIRD-PARTY PLATFORMS (YOUTUBE, GOOGLE, DISCORD, INSTAGRAM, FACEBOOK, TWITCH, KICK).

7.1.3. Third-Party API Dependence: YOU ACKNOWLEDGE THAT OVERPLAY’S CORE FUNCTIONALITY DEPENDS ON THIRD-PARTY INFRASTRUCTURE AND APIS. OVERPLAY SHALL BEAR ZERO LIABILITY FOR PLATFORM OUTAGES, MISSING DATA, BROKEN WEBHOOKS, OR FEATURE DEGRADATION RESULTING FROM CHANGES, RATE LIMITS, REVOCATIONS, OR DOWNTIME INITIATED BY GOOGLE, YOUTUBE, DISCORD, META, OR X CORP.

7.2.1. Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OVERPLAY, ITS FOUNDERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES , INCLUDING BUT NOT LIMITED TO:

• LOSS OF REVENUE, LOST PROFITS, OR MISSED BRAND SPONSORED DEALS.
• LOSS OF DATA, DELETED DERIVATIVE CLIPS, OR CORRUPTED DATABASE RECORDS.
• LOSS OF GOODWILL, REPUTATIONAL DAMAGE, OR CHANNEL SUSPENSION/TERMINATION BY YOUTUBE OR DISCORD.
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SAAS PLATFORM.

7.2.2. Maximum Monetary Cap on Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OVERPLAY'S AGGREGATE FINANCIAL LIABILITY TO YOU FOR ALL CLAIMS, DISPUTES, CONTRACT BREACHES, TORTS (INCLUDING NEGLIGENCE), OR STATUTORY VIOLATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SAAS PLATFORM SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED :

• THE TOTAL FEES ACTUALLY PAID BY YOU TO OVERPLAY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM , OR
• INDIAN RUPEES ONE THOUSAND (INR 1,000/-) , WHICHEVER IS LOWER.

7.2.3. Fundamental Basis of Bargain: YOU ACKNOWLEDGE AND AGREE THAT OVERPLAY HAS OFFERED ITS PLATFORM AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

7.3.1. Scope of Indemnity: You agree to defend, indemnify, hold harmless, and release Overplay, its parent entities, subsidiaries, officers, directors, employees, legal representatives, and agents from and against any and all third-party claims, demands, suits, losses, liabilities, damages, fines, penalties, settlements, and costs (including reasonable attorneys' fees and legal court costs) arising out of or related to:

• Your breach of any provision, warranty, or representation contained in this Agreement.
• Any Creator Content or Derivative Clips uploaded, linked, edited, or distributed through Your account that violates third-party copyrights, trademarks, privacy rights, publicity rights, or moral rights.
• Your deployment of prohibited, offensive, defamatory, CSAM, or NSFW content in violation of Section 5.1.
• Your failure to comply with ASCI Influencer Guidelines , consumer transparency laws, or tax obligations under Section 4.2 and Section 4.4 during Brand Deals.
• Your willful misconduct, fraud, misrepresentation, or violation of any applicable Indian law or third-party platform terms (YouTube, Google, Discord).

7.3.2. Legal Defense Protocol: Overplay reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, in which event You agree to fully cooperate with Overplay in asserting any available defenses and providing necessary evidence, documents, and witnesses.

8.1.1. Indian Substantive Law: This Agreement, its performance, construction, validity, and any non-contractual obligations or disputes arising out of or in connection with the SaaS Platform shall be governed by, construed, and interpreted strictly in accordance with the substantive laws of the Republic of India .

8.1.2. Applicable Indian Statutes: This Agreement is executed and enforced under primary reliance upon:

• The Indian Contract Act, 1872 .
• The Information Technology Act, 2000 (and rules framed thereunder, including the Intermediary Guidelines, 2021).
• The Digital Personal Data Protection Act, 2023 .
• The Arbitration and Conciliation Act, 1996 (as amended).
• The Consumer Protection Act, 2019 (and Consumer Protection (E-Commerce) Rules, 2020).

8.2.1. Good-Faith Negotiations: In the event of any controversy, claim, breach, or dispute arising out of or relating to this Agreement, the SaaS Platform, or any Brand Deal facilitated through Overplay (a "Dispute" ), the parties agree to first attempt to resolve the Dispute informally and in good faith before initiating formal legal proceedings.

8.2.2. Formal Notice of Dispute: The party asserting the Dispute must send a written notice ("Notice of Dispute") to the other party via email:

• To Overplay: overplaycontact@gmail.com
• To Creator: The registered primary email address linked to the Creator's Overplay account.

8.2.3. Mandatory 30-Day Cooling-Off Period: The Notice of Dispute must clearly set forth the factual basis of the claim, documentary evidence, and the specific relief or monetary damages requested. Both parties agree to negotiate in good faith for a mandatory minimum period of thirty (30) calendar days following receipt of the Notice of Dispute. No arbitration or legal proceeding shall be instituted prior to the expiry of this 30-day period.

8.3.1. Reference to Arbitration: If a Dispute cannot be resolved through informal negotiations within the 30-day period under Section 8.2, the Dispute shall be permanently referred to and finally resolved by sole binding arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (including statutory modifications or re-enactments thereof).

8.3.2. Appointment of Arbitrator: The arbitration shall be conducted by a Sole Arbitrator mutually agreed upon and appointed by Overplay and the Creator. If the parties fail to agree on a Sole Arbitrator within fifteen (15) days of initiating arbitration, the appointment shall be made in accordance with the appointment protocols under the Arbitration and Conciliation Act, 1996 (including statutory modifications or re-enactments thereof).

8.3.3. Seat, Venue & Language:

• The legal Seat and Venue of Arbitration shall be Delhi, India .
• The proceedings shall be conducted exclusively in the English language .
• The parties explicitly agree that arbitration hearings may be conducted virtually/online via secure videoconferencing platforms.

8.3.4. Finality & Enforceability: The arbitral award rendered by the Sole Arbitrator shall be final, binding, and conclusive upon both parties, and judgment upon the award may be entered in any court having competent jurisdiction. The Arbitrator shall assign costs and reasonable legal expenses to the prevailing party.

8.4.1. Exclusive Jurisdiction: Subject to the mandatory arbitration provisions in Section 8.3, the parties explicitly agree that the competent civil courts located in Delhi, India shall have exclusive, non-transferable territorial and subject-matter jurisdiction to hear and decide any legal proceedings, court challenges, or enforcement of arbitral awards arising under or in connection with this Agreement.

8.4.2. Interim Injunctive Relief: Nothing in this Section 8 shall restrict or prevent Overplay from seeking emergency interim relief, temporary restraining orders, or injunctive protections from courts of competent jurisdiction to enforce Section 3 (Intellectual Property), Section 5 (Content Bans & Platform Security), or Section 6 (Data Protection) to prevent immediate irreparable harm or copyright infringement.

8.5.1. Severability: If any provision, clause, or sub-clause of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such holding shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

8.5.2. No Waiver: The failure, delay, or omission by Overplay to exercise or enforce any right, power, or remedy under this Agreement shall not operate or be construed as a waiver of such right or any future breach.

8.5.3. Entire Agreement: This Agreement, together with the Overplay Privacy Policy and any specific campaign guidelines published on the SaaS Dashboard, constitutes the entire legal agreement between You and Overplay regarding the SaaS Platform, superseding all prior oral or written negotiations, proposals, representations, or understandings.