CONTENT SERVICE AGREEMENT
Vyomeen Media Private Limited, a company duly incorporated under the Companies Act, 2013 and having its registered office at 602, Avior Nirmal Galaxy, Opp. Johnson and Johnson, LBS Marg, Mulund (West), Mumbai, Maharashtra 400080, hereinafter the “Company”, (which expression shall, unless repugnant to the context or meaning thereof, include her legal heirs and assignees) of the SECOND PART.
The Content Provider and the Company shall hereinafter individually be referred to as “Party” and collectively “Parties”.
1. The Content Provider is engaged in the business of providing and delivering Content, which expression shall, for the purpose of this Agreement, be construed to include news articles, news updates, literary articles (including both fiction and non-fiction), videos, and music, to third-party entities.
2. The Company owns and operates ‘NewsReach’ on an intermediary news aggregator basis which is an online news platform. NewsReach allows end users to browse multimedia content such as news, videos, classifieds, etc. on their devices / browsers /etc. across various languages and countries.
3. The Content Provider is in principle agreement to share with the Company the resources like Content feeds in RSS / xml /web, news items, images and other related data, contents from all its websites and or any other site owned by the Content Provider across all languages and regions as mutually agreed between both parties, for the purpose of display on NewsReach. The Content Provider principally agrees to extend all its/his/her technical support as per the requirements of NewsReach platform/s for various integration and support aspects of NewsReach.
4. The Parties have freely negotiated this Agreement upon the terms and conditions set out herein below.
1. SCOPE OF AGREEMENT
1.1 The Content Provider acknowledges that the Content shall be delivered by it/him/her on a daily /regular basis and as per the schedule or terms agreed between both Parties. Alternately, NewsReach platform/s can also fetch content directly from the Content Provider’s website or any other content feeds available as authorized by the Content Provider.
1.2 The Content Provider agrees that he/she/it will provide necessary technical and editorial resources for the daily publishing of Content on NewsReach.
1.3 The Company agrees to share details of usage of the Content on NewsReach like pageviews, users, time spent, etc. via the Google Analytics dashboard or through their own developed software as the case may be.
2. A] RIGHTS & OBLIGATIONS OF THE CONTENT PROVIDER
The Content Provider hereby assures and undertakes and/or acknowledges and understands that it/he/she :
2.1 shall abide by the terms of this Agreement and any other conditions as may be mutually agreed between the Parties from time to time;
2.2 shall only exchange content which is completely owned by the Content Provider and for which it has explicit and complete rights to provide to third parties such as the Company;
2.3 has all the necessary permissions, authorizations and rights to republish content which is not owned by them and is obtained by any other third party outside of this Agreement;
2.4 The Company is in the process of forming similar business relationships with other third-party entities for similar Content and/or various services like advertisement, books, videos and/or other content.
2.5 shall not provide and deliver to the Company any content (including audio, video, text, images or any other material) or shall not include any logos or provide link that is unlawful, objectionable, false, misleading, illegal, abusive, defamatory, harassing, vulgar, obscene, pornographic, contain viruses, indecent, libelous, racist, hateful, threatening, impersonating, enticing of minors, liquor, cigarette, sex & lottery, infringing of intellectual property rights, transmit any unsolicited bulk e-mail, junk mail or chain letters, invasive of privacy or public rights or any other third party rights or otherwise injurious or objectionable, elicit response relating to illegal activity, is an expression of bigotry or hatred based on age, gender, race, religion, caste, class, lifestyle preference, and nationality, violate any applicable laws or regulations.
2.6 shall not host or place any direct /indirect advertisements, solicitations, promotions, brand endorsements, branded content, or any other such deals in the Content delivered by the Content Provider without prior written intimations to and written permissions of the Company.
2.7 shall not misuse the NewsReach platform for internal promotions or the Content Provider’s marketing purposes.
B] RIGHTS & OBLIGATIONS OF THE COMPANY
The Company hereby assures and undertakes that it shall:
2.8 Abide by the terms of this Agreement and any other conditions as may be mutually agreed in writing between the Parties from time to time.
2.9 Acknowledge that the Content Provider is in the process of forming similar business relationships with other service providers, for various services like search, advertisement and other content etc.
3. REPRESENTATIONS AND WARRANTIES
Both Parties represent and warrant that:
3.1 Either Party has the right to enter into this Agreement and to perform its obligations hereunder;
3.2 Either Party has obtained and shall maintain any and all consents, approvals, and other authorizations necessary for the performance of its obligations hereunder and shall conduct itself in a manner in conformity with the law of the land;
3.3 Either Party shall not be in breach of any other agreement or arrangement with a third party through the performance of its obligations hereunder;
3.4 Either Party shall conduct itself in a professional manner and cooperate with the other Party, and further, shall refrain from causing damage and/or disrepute to the goodwill and brand image of the other Party.
4. BILLING AND PAYMENT ON ADVERTISEMENT REVENUES
4.1 There will be a revenue sharing of 50 : 50; wherein 50% will be shared with the Content Provider through advertisement on their own platform developed by NewsReach. Details of advertisement revenues directly attributable to the Content Provider’s content on NewsReach will be provided by the Company in a quarterly MIS report which will be used to compute the Content Provider’s revenue disbursements.
4.2 The Company shall share invoicing data on every twentieth (20th) working day of the preceding month of a quarter. (for example: Jan-Feb-Mar quarterly invoice will be shared with the Content Provider from the 20th of April).
4.3 The payment as applicable, along with relevant tax as mentioned in the invoice, shall be payable in equal quarterly installments at the end of each quarter of the year and shall be paid within thirty (30) days of receiving a complete and proper invoice from the Content Provider.
4.4 The minimum amount threshold for any quarterly payment is Rs. 2000/- (Rupees Two Thousand Only) inclusive of taxes. Any payment lesser than the minimum threshold will get carried forward to the forthcoming quarter, till such a time that it reaches minimum amount threshold.
4.5 The Content Provider is liable to share following documents:
i. Company GST tax registration scan copy,
ii. Company PAN scan copy and
iii. Company bank account cancelled cheque for seamless processing of payments and in order to avoid any audit issues.
5. INFRINGEMENT & INDEMNIFICATION
5.1 The Content Provider shall indemnify the Company against all reasonable costs and expenses that it incurs as a result of any breach by the Content Provider of its obligations under this Agreement except for losses, liabilities, costs and expenses that arise out of fraud or negligence of, or breach of this Agreement by the Company.
5.2 The Content Provider hereby indemnifies and holds the Company, its officers, directors, employees, representatives, successors harmless and assigns against any and all losses, damages, injuries, claims, demands, and expenses, including legal costs and any and all third party claims, of whatsoever nature, resulting from or in connection with (a) the misuse or improper use of third party content, (b) the misuse or improper use of NewsReach; and (c) any breach of its obligations under the Agreement.
5.3 The Content Provider also hereby agrees and confirms that all liability pertaining to the Content completely rests with the Content Provider and the Company is not responsible whatsoever for the Content shown or portrayed on NewsReach, including without limitation for the veracity thereof. Limitation of the liability for the Company in relation to the Content, in its capacity as an intermediary under the Information Technology Act, 2000, is limited to removal of Content from the NewsReach platform.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Parties agree that any and all ownership of any and all intellectual property vested in the software of NewsReach shall, at all times, vest in the Company such that the Content Provider undertakes to not copy, disassemble, or reverse engineer the said software.
6.2 The Parties further agree that the intellectual property ownership of the Content shall vest in the Content Provider.
The failure by either Party to enforce any provisions of this Agreement or to exercise any right in respect there to shall not be construed as constituting a waiver of its rights thereof.
Any information that is not publicly available and is provided by one Party to the other Party for the purpose of implementing this Agreement shall not be disclosed by the receiving Party to any third party without the prior written consent of the other Party. The Parties shall treat this Agreement and other agreements annexed hereto, if any, as confidential. No Party, except with prior written approval of the other Party, shall disclose or make public or announce of any/all transaction/s covered by this Agreement or by annexed agreements, if any, or any terms thereof.
9. TERM AND TERMINATION
9.1 The term of this Agreement shall commence from the date of execution and shall remain in force for one (1) years and shall be automatically renewed for another period of one (1) year and so forth for the coming years, unless terminated by either Party by giving not less than ninety (90) days’ notice to the other Party. The agreement is on principal to principal basis & non-exclusive, such that either Party can enter into similar type of arrangement with any other party.
9.2 Notwithstanding the stipulation above, each Party shall have the right to immediately terminate this Agreement, by written notice, only if the other party should commit a material breach and such Party does not remedy such breach within thirty (30) days from the date of written notice by the other Party requiring the defaulting party to remedy the same.
9.3 Notwithstanding any other rights and remedies provided elsewhere in the Agreement, on termination of this agreement:
i) Neither Party will represent the other Party in any of its dealings.
ii) Neither Party shall intentionally or otherwise commit any act(s) as would keep a third party to believe that the other Party is still associated with the former Party in terms of this Agreement
iii) Each party shall immediately stop using the other Party’s name, trade mark etc.in any audio or visual form for any activity whatsoever and return/destroy as directed by the other Party, all confidential information and intellectual property/ information in relation to such intellectual property of the other Party in its possession.
iv) The expiration or termination of the Agreement for any reason whatsoever shall not affect any obligation of either Party under Clauses 5, 6, and 8 hereto such that the same shall be in force perpetually.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 This Agreement shall be construed according to the laws of the Republic of India
10.2 All differences and disputes arising under or in connection with this Agreement shall governed by the Arbitration and Conciliation Act, 1996 and shall be referred an arbitrator mutually appointed by the Parties hereto.
10.3 The place and seat of arbitration shall be Mumbai and the language of arbitration shall be English.
Any notice or other communication required or permitted to be given between the parties under this agreement shall be given in writing at the address mentioned at the beginning of this Agreement or such other addresses as may be intimated from time to time.
12. LIMITATION OF LIABILITY
Notwithstanding the obligations laid down in Clauses 5, 6, and 8 hereto, the Company shall not be liable to the Content Provider or any other party by virtue of termination of this Agreement for any reason whatsoever for any claim for loss or profit or on account for any expenditure, investment, leases, capital improvements or any other commitments made by the Content Provider in connection with the latter’s business made in reliance upon or by virtue of this Agreement.
The Agreement shall be amended in writing by mutual understanding of both Parties and any amendment shall be valid only upon the countersignatures of the Parties hereto.