Marketplace / Third-Party Integration Terms

HM-LEGAL-011·Marketplace

Marketplace / Third-Party Integration Terms

Document ID: HM-LEGAL-011 Title: Marketplace / Third-Party Integration Terms Version: 1.0-draft Last updated: 2026-06-14 Publisher: Headshot Marketing Private Limited (Burdenoff Group) Canonical location: https://burdenoff.com/contracts/headshotmarketing/HM-LEGAL-011 Burdenoff Group Contract Registry — root at https://burdenoff.com/contracts (one subgroup per product). The contracts referenced in this document belong to the HeadshotMarketing subgroup at https://burdenoff.com/contracts/headshotmarketing/. Every referenced contract is identified by its Document ID (HM-LEGAL-### / HM-PRICING-###) and incorporated by reference.

Status: TEMPLATE / DRAFT Provider: Headshot Marketing Private Limited ("HeadshotMarketing") Applies to: (a) Service Providers — freelancers and agencies who offer services through the HeadshotMarketing services marketplace (Part A); (b) Clients — organisations and individuals who engage Service Providers through the marketplace (Part B); and (c) any party that connects the Service to third-party integrations (Part C). Related document: HM-PRICING-MARKETPLACE — Marketplace Fees & Payouts Guide

This document has three operative parts: Part A — Service Provider Terms, Part B — Client Terms, and Part C — Third-Party Integrations. All parts are subject to the MSA and the AUP.

Important — HeadshotMarketing is a venue, not the brand or counterparty. HeadshotMarketing operates the marketplace and facilitates discovery, contracting, milestones, escrow and payouts. The contract for services is between the Client and the Service Provider. HeadshotMarketing is not the brand, principal, agent or party to that engagement, does not supervise the work, and does not guarantee any engagement, outcome, payment or quality.

Part A — Service Provider Terms

A.1 Eligibility and profile

A.1.1 To offer services, you must (a) accept these Terms, (b) complete a Service Provider profile, (c) provide accurate identity, tax and payout information (PAN, GSTIN where applicable; international Providers provide W-8/W-9 or equivalent), and (d) pass any required verification.

A.1.2 Service Providers (or their authorised signatories) must be at least 18 (or the legal contracting age) and not be subject to sanctions.

A.1.3 HeadshotMarketing may verify Service Provider identity and require documentation, and may relay identity checks to an enabled identity-verification provider where the Client requires it for a marketplace engagement.

A.2 Accurate representation

A.2.1 You must accurately represent your identity, skills, experience, portfolio, availability and rates. No fake credentials, fake reviews, impersonation, or undisclosed substitution of who performs the work.

A.2.2 You are responsible for the quality, legality and timely delivery of your work, and for any sub-contractors you use (which must be disclosed where the Client requires).

A.3 The engagement and provider classification

A.3.1 Your engagement with a Client is governed by the contract you agree with that Client (the scope, milestones, rates and terms displayed at contracting). HeadshotMarketing is not a party to it.

A.3.2 You and the Client are responsible for correct provider classification (independent contractor vs. contact) and for any resulting tax, social-security and labour obligations under applicable law. HeadshotMarketing does not determine classification and is not the brand.

A.3.3 You are responsible for your own taxes (income tax, GST, social contributions) on your earnings.

A.4 Payments, escrow and payouts

A.4.1 Platform / marketplace fee (per the Marketplace Fees & Payouts Guide) is deducted from amounts payable to you. Free / promotional fee periods, if any, are stated in that Guide.

A.4.2 Where milestone escrow is used, the Client funds a milestone into escrow held by the regulated payment processor (Stripe / Razorpay); on approval (or per the dispute process), funds are released to you net of the marketplace fee. HeadshotMarketing does not itself hold Client funds outside the regulated processor's escrow mechanism.

A.4.3 Payouts are computed and paid per the Guide, subject to minimum thresholds, payout schedules, and any compliance holds. Negative balances roll forward.

A.4.4 Taxes: you are responsible for all taxes on your earnings. Where HeadshotMarketing operates as a marketplace facilitator, it may withhold / collect tax as required by law — including TCS under Section 52 of the CGST Act, 2017 and TDS under Section 194-O of the Income-tax Act, 1961 for Indian Providers — and issue applicable forms (e.g., Form 16A / GSTR-8). International Providers earning from Indian Clients may trigger withholding under Section 195 and DTAA documentation.

A.4.5 Refunds / chargebacks: where a milestone is refunded under the dispute process or Client chargeback, the corresponding Provider amount is reversed or clawed back.

A.5 Fee circumvention

You must not take an engagement that originated on the marketplace off-platform to avoid marketplace fees, nor solicit Clients to do so, in breach of these Terms. Doing so is a material breach.

A.6 Service Provider obligations

You shall:

  • own or have all rights to the work you deliver (including open-source compliance);
  • comply with the AUP and applicable laws (data protection, IP, export, sanctions, labour, tax);
  • protect any Client data you access and use it only to perform the engagement;
  • not include malicious code, undisclosed data collection, or infringing material in deliverables;
  • maintain a means of contact and respond to Client and HeadshotMarketing communications reasonably;
  • accept HeadshotMarketing's right to suspend or remove your listing for trust, safety or legal reasons.

A.7 Promotion and analytics

A.7.1 HeadshotMarketing may use your public profile (name, headline, portfolio) for marketplace discovery and promotion.

A.7.2 HeadshotMarketing provides you with engagement analytics for your own listings and aggregate marketplace statistics.

A.8 Term, removal, termination

A.8.1 You may withdraw a listing at any time; in-flight engagements continue under their contract.

A.8.2 HeadshotMarketing may remove a listing or suspend you immediately for fraud, safety, legal or trust reasons; otherwise with notice and a remediation window where practicable.

A.8.3 On termination of Service Provider status, accrued payouts on completed, approved milestones continue to be paid in due course, subject to claw-back for fraud, refunds or disputes.

A.9 Indemnity and liability

A.9.1 You shall indemnify HeadshotMarketing and Clients against claims arising out of (a) your work and deliverables, (b) infringement claims relating to your work, (c) breach of the AUP, these Terms or law, (d) misrepresentation in your profile, and (e) any contact-misclassification or labour / tax liability arising from your engagements.

A.9.2 Your aggregate liability to HeadshotMarketing under these Terms is capped at the greater of (i) USD 25,000 and (ii) twelve times the average monthly payout you earned in the 6 months preceding the claim. The cap does not apply to indemnity claims under A.9.1, IP infringement, gross negligence, wilful misconduct, fraud, or breaches of confidentiality.

Part B — Client Terms

B.1 Relationship

B.1.1 The marketplace is a venue operated by HeadshotMarketing. HeadshotMarketing facilitates discovery, contracting, milestones, escrow and payouts but is not the brand of, agent for, or party to your engagement with a Service Provider.

B.1.2 The contract for services is between you and the Service Provider, on the terms you agree at contracting.

B.1.3 HeadshotMarketing makes no warranties about Service Providers beyond the verification and trust processes it operates, and does not guarantee quality, outcome, availability or non-infringement.

B.2 Client responsibilities

Clients shall:

  • vet Service Providers as appropriate for the engagement;
  • correctly classify engaged contacts (contractor vs. contact) and meet any tax, withholding, social-security and labour obligations under applicable law;
  • comply with applicable marketing, anti-discrimination and data-protection law in sourcing and engaging Service Providers;
  • comply with the contract you agree with the Service Provider, including timely milestone approval and payment;
  • protect any Service Provider personal data you receive and use it only for the engagement.

B.3 Payments and escrow

B.3.1 You pay marketplace amounts (and fund escrow milestones) through the regulated payment processor (Stripe / Razorpay). HeadshotMarketing does not itself hold your funds outside that mechanism.

B.3.2 Milestone funds released to a Service Provider are net of the marketplace fee. Marketplace fees are described in the Marketplace Fees & Payouts Guide.

B.3.3 Refunds and disputes follow the marketplace dispute process (B.5).

B.4 Fee circumvention

You must not take a marketplace-originated engagement off-platform to avoid marketplace fees, nor solicit Service Providers to do so, in breach of these Terms.

B.5 Disputes between Client and Service Provider

B.5.1 Clients and Service Providers should first attempt to resolve disputes between themselves.

B.5.2 For escrowed milestones, HeadshotMarketing may operate a structured dispute / resolution process (e.g., evidence submission and a release decision) as described in the Marketplace Fees & Payouts Guide. Any such process is administrative and does not make HeadshotMarketing a party to, or arbiter of, the underlying engagement contract beyond the release of escrowed funds.

B.5.3 HeadshotMarketing may, as a courtesy, mediate but is not obliged to do so unless required by law.

Part C — Third-party integrations

C.1 Where Customer connects the Service to a third-party system (CRM, ad networks, social platforms, email/SMS gateway, accounting system, identity provider, or an analytics provider the Customer engages directly), that third party's terms and privacy policy apply to Customer's use of the third-party service.

C.2 HeadshotMarketing does not warrant any third-party service and is not responsible for it beyond operating the integration interface.

C.3 Customer is responsible for the security, authorisation scopes, credentials and data shared with third-party services, and for the lawful basis to sync marketing data into or out of HeadshotMarketing.

D. Compliance, AUP, governing law

All marketplace and integration activity is subject to the AUP. The marketplace must not be used for trafficking, forced labour, fee circumvention, money laundering, or any unlawful labour practice. Indian law governs; disputes between a party and HeadshotMarketing go per MSA §15 (Chennai-seated arbitration; Chennai courts). Disputes between a Client and a Service Provider arising from their engagement are between those parties and are not subject to MSA §15.

Reference and incorporation

All Burdenoff Group contracts, addenda, exhibits, policies and registers referenced in this document are identified by their Document ID (HM-LEGAL-### or HM-PRICING-###) and are published at https://burdenoff.com/contracts. Each such referenced document is incorporated into this document by reference. The version of a referenced document that applies is the version published at https://burdenoff.com/contracts as at the Effective Date of the applicable Order Form (or, where no Order Form exists, the version current at the date of acceptance), unless an executed Order Form specifies a frozen version.

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