TERMS AND CONDITIONS:
This agreement is initiated and is enter the user login into VMAS MARATHI Web Posrtal as well as application of any other online and offline services connected to this site.
This Digital Video License Agreement (this ‘Agreement’ , for brevity) contains the terms and conditions of your use of the Our i.e, (VMAS MARATHI a Division of VMAS ASIA NETWROK PVT LTD) digital content publication and distribution program (the ‘Content’ , for brevity) for distribution of audio-visual programs and related content via the digital audio-video services provided by VMAS MARATHI or its Affiliates and VMAS MARATHI’s use of such content.
This Agreement is a binding agreement between you and VMAS MARATHI. As used in this Agreement, ‘VMAS MARATHI’ , ‘we’ or ‘us’ means, individuallyVMAS ASIA NETWORK PVT LTD, a Company incorporated under the provisions of the Companies Act, 2013, and having its Registered Office at 512, 5th Floor, Mansarovar Building, Nehru Place, New Delhi -110019, CIN No. U22300DL2020PTC373303 and / or any other VMAS MARATHI’s Affiliate/s OR VMAS FRANCHISE’s according to the legal agreement with respective regions. As used in this Agreement, ‘End User’ or ‘you’ means the person and / or entity accepting this Agreement.
‘Affiliate’ means any entity that directly or indirectly controls, is controlled by, or is under common control with VMAS MARATHI or Content Provider, as appropriate. Affiliate that joins as a party to this Agreement as provided herein, in each case, solely with respect to such entity’s exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by VMAS MARATHI.
Any version of this Agreement in a language other than English is provided for convenience and the Agreement in English language would prevail upon any other version in any other language.
- AGREEMENT ACCEPTANCE:You accept this Agreement by clicking on ‘Sign Up’ button where you are given the option to do so while creating an account with us, either for use, specific paid one and/or free, or for subscription. If you do not accept the terms of this Agreement, you may and cannot proceed further in login/sign up process. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to enter into and execute a legally binding contract under the relevant laws of the land. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity, as the case may be, by the terms of this Agreement.
- ACCOUNT SETUP AND MAINTENANCE:You must ensure that all the information you provide in connection with establishing your Program account is true and accurate while providing the same and you must keep it up-to-date as long as you intend to use and also while using the Program. You may maintain only one account at a time unless you are using multiple accounts solely for the purpose of delivery of Delivery Materials or making multiple subscriptions available via independent VMAS MARATHI Subscription Access through integration and otherwise. You would not use false identities and / or would not impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries as deemed appropriate by us to verify the account information you provide. You also consent to sending us your emails relating to the Program and other publishing opportunities from time to time. You are solely responsible for safeguarding and maintaining the confidentiality of your account’s username and password and are responsible for all activities which may occur under and from your account, whether or not you have authorized said activities. You may not permit any third party to use the Program, through and under your account and would not use the account of any third party. You explicitly agree to immediately notify VMAS MARATHI of any unauthorized use of your username, password or account, as the case may be.
- TENURE: This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement. All rights granted to VMAS MARATHI herein would not be deemed to have been lapsed at any time in accordance with the applicable laws of the Territory, including but not limited to for the avoidance of doubt, the provisions of Section 19(4) read with Section 30-A of the Indian Copyright Act, 1957, as applicable. We may terminate this Agreement by issuance of notice to you at any time. You may terminate this Agreement at any time by issuance of notice of termination to us, in which event we would cease offering you your subscribed services, within thirty (30) days from the date that we receive notice of termination; provided that if you distribute the services via independent VMAS MARATHI / Other VMAS ASIA’s Subscription Access through integration and otherwise, (a) the Term of the Agreement with respect to independent VMAS MARATHI / Other VMAS ASIA’s Subscription Access would commence upon your acceptance of this Agreement and continue for the period which you have opted for at the time of payments as and by of consideration payable to us for the services rendered to you from the date that your Subscription begins on the Service (the ‘ Initial Subscription Term‘) and (b) the Initial Subscription Term would not automatically extend for any period save and except unless the subscription opted for allows for automated renewal depending on the territory.
- AMENDMENT AND / OR NOTICE OF CHANGES:The Program would change over time and the terms of this Agreement would need to change over time as well. Subject to the provisions herein, We VMAS MARATHI / Other VMAS ASIA’s Subscription reserve the right to change the terms and conditions in this Agreement at any time in our sole discretion. Any changes to the Agreement, including but not limited to Program-specific terms and conditions and / or to the policies and guidelines referenced in this Agreement, other than with respect to the amount of the License Fees, would be effective upon posting of such revisions to the website for the Contents at all accessable portals/applications/offline Shows of VMAS MARATHI / Other VMAS ASIA’s Subscription or any approved internet connected TV application (including any successor and / or replacement and / or alternative website, VMAS MARATHI mobile app and/or any approved internet connected TV application, the ‘ Program Site‘) without prior notice to you. We would post a notice of any changes to this Agreement on the Program Site for at least thirty (30) days after the changes are effective. Changes to the License Fees would be effective and binding on you:
- on the date 30 days from either
- posting on the Program Site, or
- Notification to you via email using the email address provided in your Program account or via message to you through your Program account, or on the date you accept the changes, whichever occurs first.
Your continued use of the Program Site and the Program, following any changes to this Agreement, would constitute your explicit and express acceptance of such changes. If you do not agree to changes to this Agreement or the Program Site, following any changes to this Agreement or the Program Site, you may discontinue the use by issuance of notice of termination to us, in which event we would cease offering you your subscribed services, within thirty (30) days from the date that we receive notice of termination.
- TERRITORYThe territory, with respect to any Title, would be each territory you indicate when prompted on the Program Site (the ‘ Territory‘).
- RIGHTS GRANTED:‘ Service‘ means one or more digital audio-video services branded with a brand of VMAS MARATHI or a, VMAS MARATHI Affiliate through which authorized users may obtain Titles via a Distribution Mode. As used in this Agreement, Titles refer solely to the audio-visual programs viewable in your Program account and which are authorized for distribution on the Service. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.
Pursuant to an acceptance of this Agreement, VMAS MARATHI would render you the services and the opportunity to purchase and / or access the Titles pursuant to the Distribution Modes (including, without limitation, via re-download and streaming from the Service) which you indicate as available on the Our Portal Site / Applications. The retail prices for the purchase and / or viewing purpose would depend from Title to Title, Subscription Plans .
VMAS MARATHI would have sole discretion to determine the retail prices charged for offerings on the Service.
VMAS MARATHI may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by the respective owner of the Title, as it deems appropriate (including any non-substantial edits to such materials (e.g. cropping, re-sizing and re-formatting)) as well as any video clips from the Titles created by VMAS MARATHI (the ‘ Promotional Materials/ Marketing Collaterals‘). VMAS MARATHI may insert advertisements before, during or after Titles made available in the Service for Ad-Supported Access and may insert pre-roll and post-roll advertisements, graphics, videos, and logos into or over Titles made available on the Service via any Distribution Modes
Which will be on Subscription Plan basis? VMAS MARATHI may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Titles and related products, the Service and any features of the Service, and the availability of the Titles on the Service. VMAS MARATHI may make such modifications as may be necessary to conform the Title to applicable law in the Territory, provided VMAS MARATHI would use commercially reasonable efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of the Title and the same would be done, if at all done, only to increase the quality of the digital distribution services being rendered by it to you.
Notwithstanding any expiration or termination of this Agreement for any reason, VMAS MARATHI would continue (including, after the conclusion of the Term) to exercise the rights granted hereunder in order to comply with the laws of the Territory.
You agree and accept that your use of the Services and the Content may give you the opportunity to view, publish, transmit, submit posts and / or comment in accordance with these Terms and Conditions.
You further agree and accept that you would not misuse the content and / or other users’ material. Your access and view would be as part of the Service, including without limitation, not allowing the download / store the Content by illegal / non-permitted means, or infringe any of our & or our licensor and / or third party’s copyrights, trademark designs, patents and / or other intellectual property, including any rights of VMAS MARATHI and / or our licensors or any third party subsisting in the content.
You further agree that you would not copy / record / edit / modify any of the content you access and view as part of the service, for any purpose of whatsoever nature and / or copy / record / edit / modify any of the content, including audio, video, images etc., by using any means, including software, spyware, etc., for any purpose whatsoever.
You further agree that you would not post, publish, transfer, upload, transmit or submit any of the content, including without limitation, audios videos, images, comments, or articles, of our website on any other website, webpage or software, mobile application of whatsoever nature in whatsoever manner.
You further agree and accept that the content provided on our Program Site is strictly for your private viewing only and not for public exhibition; irrespective of whether the public is charged for such exhibition or not. You hereby agree to refrain from further broadcasting or making available the content provided on our website or on mobile application to any other person(s), or in any manner communicate such content to the public.
In case and if our Program Site allows you to download or stream any of the content in whatsoever manner, you categorically agree that you would not use, sell, transfer or transmit the content to any person or upload the content on any other website, webpage or software or mobile application, which may violate / cause damages and / or injuries to any rights of VMAS MARATHI or its affiliates or any third party including privacy rights, publicity rights, and intellectual property rights.
You acknowledge that VMAS MARATHI’s Code of Business Conduct and Ethics (the ‘ Code‘) prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You would not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. VMAS MARATHI may immediately terminate or suspend performance under this Agreement if you breach this requirement.
- GEO-FILTERING AND ACCESS CONTROLS: VMAS MARATHI would utilize industry standard geo-filtering techniques and digital rights management technology in a non-discriminatory manner in relation to similarly situated subscribers, like you. You hereby agree that VMAS MARATHI would be deemed to be exercising the rights granted herein solely within the Territory as long as VMAS MARATHI complies with the foregoing. You expressly acknowledge that VMAS MARATHI makes no representation as to the efficacy of any geo filtering technique or digital rights management technology it employs and agrees that VMAS MARATHI would not be responsible for the failure of such.
You categorically acknowledge and agree that: (i) your ability to avail the access of Titles on the Service would be subject to geo filtering techniques or digital rights management technology used by VMAS MARATHI on the Service for Titles and in the event of failure on account thereof, rendering your access to such or any Title unavailable and / or suspended and / or inaccessible, you would not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.
- TITLE WITHDRAWAL: We may withdraw Titles from availability on the Service at any time on thirty (30) business days advance notice by following the then current Program procedures for Title withdrawal or un-publishing.
All withdrawals of Titles and Subscriptions would apply prospectively only and not with respect to any customers who purchased the Titles or content-specific Subscriptions prior to the date of removal, meaning that we would allow any customer, including you, if you have previously purchased a Title for Digital Purchase or Digital Rental or a Subscription Access to view the Title, as applicable, after it has been withdrawn from the Service to the extent that you had already purchased those rights prior to the withdrawal.
- OWNERSHIP AND FEEDBACK: Subject to the terms and conditions, you hereby agree that VMAS MARATHI retains all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Program Site and all VMAS MARATHI properties, and any materials we use or provide to you for use relating to your Titles and Subscriptions. We are solely responsible for, and would have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Titles, Promotional Materials and Subscriptions would be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to VMAS MARATHI or any of its Affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site (‘ Feedback‘), VMAS MARATHI and its Affiliates would be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property and / or technology owned and / or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names. You agree not to use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of VMAS MARATHI or any of its affiliates in any manner without prior written authorization to that effect. Nothing in this Agreement restricts any rights we may have under applicable laws or a separate agreement.
- TERMINATION OF AGREEMENT:If either party is in breach of this Agreement and fails to cure such breach within 30 days following written notice from the other party, the non-breaching party may terminate this Agreement upon 7 business days ‘written notice to the breaching party. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive would survive such termination or expiration, including, but not limited to, Clauses 9 to 12.
- INDEMNIFICATION:You would indemnify, defend and hold harmless VMAS MARATHI, its officers, directors, employees, shareholders, affiliates, franchise partners. acquisition partners, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought against VMAS MARATHI which arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein, including providing any information in compliance with the applicable laws.
- LIMITATION OF LIABILITY: VMAS MARATHI would not be liable to you, in whatsoever manner, for any loss, profits or consequential, indirect, incidental, punitive, exemplary or special damages arising out of or in relation to the terms and conditions of this agreement, even if VMAS MARATHI has been advised or is aware of the possibility of such damages.
It is understood and accepted by you that the service is made available on an as-is-where-is-the-way-it-is basis and VMAS MARATHI makes no representation or warranty of any kind, express or implied, regarding the service, including without limitation, (i) that the service would always be available, accessible, or operate without error.
- CONFIDENTIALITY: You would not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose VMAS MARATHI Confidential Information to any third party or to any employee other than an employee who legally needs to know the information; or (c) use VMAS MARATHI Confidential Information for any purpose other than the performance of this Agreement. You may however disclose VMAS MARATHI Confidential Information as required to comply with the applicable laws, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that VMAS MARATHI Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any VMAS MARATHI Confidential Information so disclosed.
‘VMAS MARATHI Confidential Information’ means:
- any information regarding VMAS MARATHI, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs,
- the nature, content and existence of any communications between you and us, and
- Any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program.
Without limiting the survivability of any other provision of this Agreement, this Section would survive three years following the termination of this Agreement.
- DISPUTE RESOLUTION AND GOVERNING LAW:Any dispute or differences between the parties arising from this Agreement or from any interpretation thereof, it would be referred to an arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The venue of arbitration would be in Mumbai and the language would be English.
- FORCE MAJEURE:In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, lock-outs or lockdowns, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, then performance of such act shall be excused for the period of the delay and the period for performance of such act shall be extended for the period equivalent to the period of such delay.
- MISCELLANEOUS:1. Entire Agreement: This Agreement constitutes the entire agreement between the signatories and would supersede all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the signatories in connection with the subject matter hereof.
21.2. Notices: Any communication of importance, including a Notice, should be in writing, which should be issued to the addressee-party at its address as mentioned hereinabove. Such communication may be sent by Post or by email, depending on the exigency, importance and convenience of the parties.
21.3. Parties to act with due diligence and in good faith: The Parties hereto would dutifully perform all covenants of this Agreement in letter and spirit and would otherwise act with due diligence and in good faith.
21.4. Waiver: Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or delay in exercising any right, power or remedy vested in this Agreement would constitute a waiver by either Party of that or any other right, remedy or power.
21.5. It is understood by the parties that this contract is for rendering of services on Principal-to-Principal basis and not for any other purpose, including supply of labor. Said such rendering of services by VMAS MARATHI to you is as per the current Government policies, laws, rules and regulations and, as such, it is subject to relevant changes with the changes in such policies, laws, rules and regulations. As mentioned, under the contract, the relationship between VMAS MARATHI and you is on a ‘principal to principal’ basis and not as between ‘a principal and an agent’. You, in the performance of this contract, would be responsible for your work, productivity and returns therefrom from your own account.
VMAS ASIA NETWORK PVT.LTD
512, 5th Floor, Mansarovar Bldg
Nehru Place, New Delhi-110019
Attn: Data Protection Officer.