A.   THE LICENCOR IS HAVING THE SOLE, EXCLUSIVE AND UNENCUMBERED RIGHT, TITLE AND INTEREST AND ALL OTHER RIGHTS OF WHATSOEVER NATURE IN RESPECT OF THE LICENSED CONTENT AS DETAILED HEREUNDER. THE LICENSOR OWNS OR HAS ACQUIRED FROM THE RESPECTIVE RIGHT HOLDERS THE COPYRIGHTS AND ALL INTELLECTUAL PROPERTY RIGHTS OF CERTAIN SONGS AND VIDEOS INCLUDING ALL ITS UNDERLYING WORKS, LITERARY WORKS, MUSICAL WORKS ETC. AND IT’S ALL CONTENT, AUDIO AND VIDEO CONTENT ETC., THE PARTICULARS WHEREOF ARE MENTIONED IN SCHEDULE “A” HERETO AND AS SHALL BE ADDED DURING THE TERM OF THIS AGREEMENT (THE SAID PARTICULARS HEREINAFTER WILL BE REFERRED TO AS “SAID CONTENT”) AND FURTHER REPRESENTS THAT THE SAID CONTENT AND ALL UNDERLYING WORKS INCLUDING LITERARY, MUSICAL, LYRICAL AND DRAMATIC WORKS IS AN ORIGINAL WORK AND IS NOT COPIED FROM ANY OTHER WORK AND SHALL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY AT ANY TIME.

B.   THE LICENSEE IS IN THE BUSINESS OF MEDIA AND ENTERTAINMENT AND IS INTER ALIA ENGAGED IN THE BUSINESS OF PUBLISHING, MARKETING AND DISTRIBUTION OF AUDIO, AUDIO AND/VIDEO, IMAGERY CONTENT, ETC. ON VARIOUS VECTORS OPERATING DIRECTLY AND/OR THROUGH ITS AFFILIATES AND/OR ITS GROUP COMPANIES. THE LICENSEE ACQUIRES ALL TYPES OF SOURCE CONTENT PUBLISHED/ OWNED BY VARIOUS CONTENT OWNERS (“MUSIC LABELS/BANNERS/PRODUCTION HOUSES”) AND/OR ITS AFFILIATES FOR DISTRIBUTING THE SAME TO THE CONSUMERS AND END USERS OF THE MOBILE OPERATORS & ANY OTHER DIGITAL PLATFORM.

C.   LICENSEE HAS APPROACHED LICENCOR TO SEEK EXCLUSIVE LICENSING RIGHTS WITH RESPECT TO USE OF THE SAID CONTENT OWNED / DEVELOPED/LAWFULLY ACQUIRED BY LICENCOR FOR BUSINESS PURPOSES AND LICENCOR IS WILLING TO PROVIDE THE SAME IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT; AND THE PARTIES HEREIN ABOVE HAVE ENTERED INTO AN AGREEMENT DATED FROM THE DATE OF TERMS AND CONDITIONS HAD EFFECTIVE , FOR THE DISTRIBUTION OF ONE SONG ……. AS PER TERMS AND CONDITIONS OF THIS AGREEMENT.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES AND THE MUTUAL COVENANTS AND OBLIGATIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

1.           DEFINITIONS:  ALL DEFINITIONS BELOW OR ELSEWHERE IN THIS AGREEMENT APPLY BOTH TO THEIR SINGULAR AND PLURAL FORMS, AS THE CONTEXT MAY REQUIRE.

1.1   “CONTENT AND SERVICES” MEANS ALL CONTENT, INFORMATION AND SERVICES IN FULL AND/OR IN PART AND THEIR DERIVATIVES (INCLUDING WITHOUT LIMITATION, ANY TEXT, VIDEO, MUSIC, SOUND, SOUND RECORDING, RINGBACK TONES (RBT), VIDEOS, CALLER RING BACK TONES (CRBT), RINGTONES, LYRICS, PHOTOGRAPH, VIDEO GRAPHICS, APPLICATION, LIVE BROADCASTING FEEDS, DATA OR SOFTWARE, IN ANY MEDIUM, LICENSED BY LICENSOR TO LICENSEE IN CONNECTION WITH THIS AGREEMENT.

1.2 “ALBUMS” THIS REFERS TO THE AUDIO, AUDIO-VIDEO MUSIC ALBUMS. FOR THE PURPOSE OF THIS AGREEMENT, ALBUMS SHALL MEAN AUDIO AND AUDIO-VIDEO MUSIC TRACKS WHICH THE LICENSOR HAS PRODUCED/ACQUIRED AND IS THE COPYRIGHT OWNER OF OR WHICH THE LICENSOR SHALL ACQUIRE FROM THE RESPECTIVE RIGHT HOLDERS.

1.3 “APPLICATION” SHALL MEAN SOFTWARE WHICH ENABLES THE SUBSCRIBER TO ACCESS THE LICENSED CONTENT ON THE MOBILE DEVICE AND STREAM AND/OR DOWNLOAD THE SAME ON THE MOBILE DEVICE.

1.4 “END USER” MEANS ANY INDIVIDUAL WHO ACCESSES THE CONTENT OR SERVICES INCLUDED IN LICENSOR SERVICES.

1.5 “REQUEST” MEANS THE INDIVIDUAL ACCESS BY AN END USER TO CONTENT DISPLAYED/AVAILABLE ON A MOBILE WIRELESS DEVICE, TELEVISION, LCD, LED OR ANY SUCH DEVICE IN CONNECTION WITH THE CONTENT AND SERVICES ONLY.

1.6 “DOWNLOAD” SHALL MEAN THE TRANSFER OF A DIGITAL MEDIA CONTENT FILE FROM A CONTENT DELIVERY NETWORK SERVER VIA INTERNET DELIVERY TO AN AUTHORIZED DEVICE SUCH THAT A COPY OF THE FILE IS STORED ON THE DEVICE INCLUDING PERMANENT MP3/MP4 DOWNLOADS TO DEVICE.

1.7 “LAUNCH DATE” MEANS THE DATE CONTENT AND SERVICES ARE INITIALLY MADE AVAILABLE TO END USERS THROUGH ONE OR MORE WIRELESS SERVICES PROVIDERS.

1.8 “INTELLECTUAL PROPERTY RIGHTS” SHALL MEAN AND INCLUDE:

 1.8.1 TRADEMARK AND TRADE NAME RIGHTS AND SIMILAR RIGHTS; TRADE SECRET RIGHTS; PATENTS, DESIGNS, ALGORITHMS AND OTHER INDUSTRIAL PROPERTY RIGHTS, COPYRIGHT, DATABASE RIGHTS, KNOW-HOW AND CONFIDENTIAL INFORMATION (WHETHER REGISTERED OR UNREGISTERED), INCLUDING ALL ADAPTATIONS, DERIVATIVE WORKS, MODIFICATIONS IN ANY FORM OR MEDIUM WHATSOEVER;

1.8.2   APPLICATIONS FOR REGISTRATION, AND THE RIGHT TO APPLY FOR REGISTRATION, FOR ANY OF THESE RIGHTS; AND

1.8.3 ALL OTHER INTELLECTUAL PROPERTY RIGHTS AND EQUIVALENT OR SIMILAR FORMS OF PROTECTION EXISTING ANYWHERE IN THE WORLD;

1.8.4 ALL OTHER INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS (OF EVERY KIND AND NATURE THROUGHOUT THE UNIVERSE AND HOWEVER DESIGNATED) (INCLUDING LOGOS, “RENTAL” RIGHTS AND RIGHTS TO REMUNERATION), WHETHER ARISING BY OPERATION OF LAW, CONTRACT, LICENSE, OR OTHERWISE; AND

1.8.5 ALL REGISTRATIONS, INITIAL APPLICATIONS, RENEWALS, EXTENSIONS, CONTINUATIONS, DIVISIONS OR REISSUES HEREOF NOW OR HEREAFTER IN FORCE (INCLUDING ANY RIGHTS IN ANY OF THE FOREGOING)

       1.9 “NET REVENUE” MEANS THE PAYMENTS ACTUALLY RECEIVED BY LICENSEE FROM ANY WIRELESS SERVICES PROVIDER TO THE EXTENT SUCH PAYMENTS ARE SPECIFICALLY DERIVED FROM THE USAGE OF THE CONTENT AND SERVICES ONLY LESS ALL APPLICABLE GOVERNMENT DUTIES OR/ AND TAXES,3RD PARTY SALES OR COMMISSIONS OR ANY OTHER PAYMENT AND PROMOTION RELATED EXPENSES. SUCH NET REVENUE MAY INCLUDE, BUT IS NOT LIMITED TO: CONTENT AND SERVICES LICENSE FEES, PREMIUM USAGE FEE, AIRTIME FEES, BROADCAST FEE OR SUBSCRIPTION FEES DIRECTLY RELATED TO THE CONTENT AND SERVICES.

1.10 “TERM” HAS THE MEANING SET FORTH IN SECTION 10.1

1.11 “TERRITORY” SHALL MEAN WORLD.

1.12 “UPDATES” MEANS ADDITIONS, DELETIONS, OR CHANGES IN THE CONTENT AND SERVICES THAT LICENSOR PUBLISHES OR MAKES AVAILABLE TO ANY CLIENTS OR CUSTOMERS.

1.13   “USAGE” MEANS THE ACTUAL NUMBER OF END USER REQUESTS TO THE CONTENT AND SERVICES OFFERED AS PART OF LICENSOR SERVICES.

1.14 “DEVICES” MEANS ANY HANDHELD DEVICE/ MOBILE HANDSET THAT CAN ACCESS THE CONTENT AND SERVICE INCLUDING BUT NOT LIMITED TO CELLULAR OR WIRELESS PHONES AND OTHER SIMILAR DEVICES.

1.15 “WIRELESS SERVICES PROVIDER” MEANS A WIRELESS NETWORK OPERATOR, DTH OPERATOR, CABLE OPERATORS, TV CHANNELS, WIRELESS SERVICES PROVIDER, DISTRIBUTION PARTNER OR BRAND EQUITY PARTNER WHO HAS ENTERED INTO ONE OR MORE AGREEMENTS WITH LICENSEE FOR THE LICENSING/ SUBLICENSING OR DISTRIBUTION OF ALL OR PART OF THE SERVICES.

1.16    “WIRELESS SERVICES PROVIDER FEES” MEANS THE REVENUE SHARE DETERMINED BY WIRELESS SERVICES PROVIDERS AS COMMISSIONS AND DISTRIBUTOR FEES.

1.17    “LICENSOR REVENUE” MEANS THE REVENUE PAYABLE TO LICENSOR AS PER SECTION 5 OF THIS AGREEMENT.

1.18    “EFFECTIVE DATE” MEANS THE DATE OF EXECUTION OF THIS AGREEMENT.

1.19    “PARTIES” MEANS PARTIES TO THIS AGREEMENT OR THEIR REPRESENTATIVES.

1.20    “DISTRIBUTION CHANNEL” MEANS, WITHOUT LIMITATION, A WEBSITE, WAP PORTALS, OTT APPLICATIONS, MOBILE HANDSETS, MOBILE APPLICATIONS, SMS, IVR, USSD, MOBILE TV, DOWNLOAD FROM COMPUTER, KIOSK, INTERNET, VOD SERVICES, STREAMING, OFF LINING, DOWNLOADS, TV CHANNELS, DTH OPERATORS AND OR ANY PLAYBACK DEVICE INCLUDING MOBILE OR ANY OTHER DELIVERY METHOD FROM WHICH THE CONTENT AND SERVICES CAN BE CONSUMED BY END USERS.

1.21    “REPRESENTATIVES” MEANS, WITHOUT LIMITATION, DIRECTORS, AGENTS, EMPLOYEES AND INDEPENDENT CONTRACTORS OF THE PARTIES.

1.22    “DISTRIBUTION CHANNELS AS EXCLUSION” MEANS THE CHANNELS THROUGH WHICH LICENSOR IS ALREADY DISTRIBUTING HIS CONTENT AND SERVICE AND LICENSEE SHALL EXCLUDE THESE CHANNELS FROM DISTRIBUTING CONTENT AND SERVICES PROVIDED BY LICENSOR; THE PARTICULARS WHEREOF ARE MENTIONED IN SCHEDULE “B”. THIS LIST MAY BE MODIFIED DURING THE TERM OF THE AGREEMENT BASIS MUTUAL UNDERSTANDING IN WRITING BETWEEN LICENSOR AND LICENSEE.

2.           LICENSOR SERVICES/ LICENSE GRANT:

LICENSOR HEREBY GRANTS TO LICENSEE THE LICENSING RIGHTS SUBJECT TO THE BELOW MENTIONED CONDITIONS:

2.1       LICENSOR HEREBY GRANTS TO LICENSEE A. EXCLUSIVE, ROYALTY FREE, UNCONDITIONAL, IRREVOCABLE  LICENSING RIGHTS TO (I) PROVIDE SAID CONTENT AND SERVICES AND LABELS/CONTENT LISTED IN SCHEDULE A, TO WIRELESS SERVICES PROVIDERS FOR DISTRIBUTION AND USE BY SUCH WIRELESS SERVICES PROVIDERS ACROSS MOBILE WIRELESS DEVICES AND THEIR VARIOUS DISTRIBUTION CHANNELS; AND (II) USE, REPUBLISH, PERFORM, COMMUNICATE, TRANSMIT, DISPLAY, DISTRIBUTE AND PROMOTE CONTENT AND SERVICES OR COMBINE CONTENT AND SERVICES OR ANY PART THEREOF WITH OTHER CONTENT, AS PART OF LICENSEE WIRELESS SERVICES OFFERINGS AND SERVICES IN ANY FORM OR MANNER NOW KNOWN OR HEREAFTER DEVISED AND/ OR INVENTED IN THE TERRITORY DURING THE TERM OF THIS AGREEMENT.

2.2   LICENSEE BY VIRTUE OF THE RIGHTS ACQUIRED FROM LICENSOR TOWARDS LICENSED CONTENT UNDER THIS AGREEMENT SHALL ACT AS AN AGENT AND SHALL BE ENTITLED TO INITIATE ACTION TO CONTROL THE PIRACY AND LICENSOR UNEQUIVOCALLY PERMITS LICENSEE TO TAKE APPROPRIATE LEGAL ACTION AGAINST THE PIRACY OF THE LICENSED CONTENT AT THE OPTION OF LICENSEE.

2.3   IT ALSO INCLUDES THE RIGHT TO USE, ISSUE LICENSE, SUB-LICENSE, PROMOTE, MARKET, TRANSFER, SELL AND DISTRIBUTE THE LICENSED CONTENT AND SERVICES AS AN AGENT ON DATA STORAGE MEDIUM OF ANY NATURE FOR THE PURPOSES MENTIONED IN CLAUSE 2.1 ABOVE.

2.4   LICENSOR UNDERTAKES TO PROVIDE TO LICENSEE, LINK AGREEMENTS OF THE LICENSED CONTENT AND SERVICES FOR LEGAL VERIFICATION. THIS INTENDED CONTRACTUAL RELATIONSHIP IS SUBJECT TO SATISFACTORY VERIFICATION OF THE LINK DOCUMENTS BY LICENSEE.

2.5       BOTH THE PARTIES HERETO SHALL ENSURE THE SECURITY OF THE LICENSED CONTENT, SOURCE CONTENT OR SUCH MATERIALS CONSIDERED NECESSARY FOR THE PURPOSE OF THIS AGREEMENT WHILE THESE ARE WITHIN THEIR RESPECTIVE CONTROL AND BOTH PARTIES HEREBY UNDERTAKE TO PREVENT THEIR LOSS, PILFERAGE, THEFT AND/OR UNAUTHORIZED USE OR DUPLICATION CONTRARY TO THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO.

2.6   LICENSOR SHALL RETAIN AND MAINTAIN DURING THE TERM UNENCUMBERED RIGHTS AND ALL REQUISITE LICENSES AND PERMISSIONS IN THE CONTENT FOR USE AND EXPLOITATION OF THE SAME BY LICENSEE IN ACCORDANCE WITH THIS AGREEMENT DURING THE TERM.

2.7   LICENSOR SHALL MAKE AVAILABLE TO LICENSEE, THE LICENSED CONTENT AND UNDERTAKES TO MAKE AVAILABLE TO LICENSEE ALL FUTURE CONTENT CREATED, PRODUCED OR ACQUIRED BY IT DURING THE TERM OF THIS AGREEMENT IN THE FORM, MANNER AND FORMAT AS REQUIRED BY THE LICENSEE. THE LICENSED CONTENT SHALL BE DELIVERED BY THE LICENSOR TO LICENSEE ON AN ONGOING BASIS.

2.8   LICENSEE IS ENTITLED TO COMMERCIALLY EXPLOIT THE LICENSED CONTENT TO THE END USER OR CUSTOMER THROUGH ITS AFFILIATES, DISTRIBUTORS, OPERATORS OR SERVICE PROVIDERS WITHIN THE TERM AND TERRITORY.

2.9  GRANTING OF TAIL RIGHTS: “TAIL RIGHTS” SHALL MEANS UPON EXPIRATION OR TERMINATION OF THE AGREEMENT, LICENSEE SHALL HAVE THE RIGHT UNDER THIS AGREEMENT TO CONTINUE TO PROVIDE DISTRIBUTION CHANNELS/ END-USERS WITH AUDIO STREAMS AND CACHE COPIES OF LICENSED CONTENT THAT SUCH END-USERS STREAMED OR SCANNED-AND-MATCHED PRIOR TO SUCH EXPIRATION OR TERMINATION FOR A PERIOD EQUIVALENT TO THE RESPECTIVE END-USER’S APPLICABLE SUBSCRIPTION PERIOD FROM THE END OF THE TERM, NOT EXCEEDING TWELVE (12) MONTHS POST EXPIRATION OF THE TERM, SUBJECT TO SUCH END-USER HAVING SUBSCRIBED FOR A SUBSCRIPTION PRIOR TO THE EXPIRY OR TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, END-USERS SHALL CONTINUE TO HAVE THE ABILITY TO ACCESS HEREUNDER AND LICENSEE SHALL HAVE THE RIGHT TO PROVIDE HEREUNDER, AUDIO STREAMS, CACHE COPIES TO END-USERS WHO HAVE SUCH LOCAL FILES PRIOR TO THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR NO ADDITIONAL PAYMENT.

2.10:  GRANT OF STREAMING AND PREMIUM STREAMING RIGHTS: “STREAM” OR “STREAMING” SHALL MEAN TO TRANSMIT THE LICENSED CONTENT BY MEANS OF A TRANSMISSION VIA THE INTERNET AND/OR MOBILE NETWORK THAT IS SUBSTANTIALLY CONTEMPORANEOUS WITH THE RENDERING OF THE LICENSED CONTENT ON THE CHANNEL SERVICES, USING A TECHNOLOGY THAT IS DESIGNED NOT TO RESULT IN A REPRODUCTION OF THE LICENSED CONTENT THAT WOULD BE USABLE AFTER THE CESSATION OF THE TRANSMISSION (OTHER THAN A TRANSITORY REPRODUCTION REQUIRED TO RENDER SUCH CONTEMPORANEOUS PERFORMANCE FOR EXAMPLE, A DATA BUFFER).  A STREAM WILL BE DEFINED AS ANY SONGS STREAMED FOR THIRTY (30) SECONDS OR MORE, AND WILL BE LIMITED TO A MAXIMUM DURATION OF SIX (6) MINUTES.

“PREMIUM STREAMING” SHALL MEAN A DIGITAL MEDIA FILE WHERE: (I) THE CONTENT OF THE MEDIA FILE IS RENDERED SIMULTANEOUSLY WITH ITS TRANSMISSION; AND SUCH TRANSMISSION DOES NOT RESULT IN THE PERMANENT CREATION OF A RESIDUAL OR FIXED COPY OF THE MEDIA FILE SO TRANSMITTED; AND/OR (II) A FORMAT WHEREIN A MEDIA FILE IS WRAPPED IN A DIGITAL RIGHTS MANAGEMENT TECHNOLOGY AND THE TRANSMISSION OF WHICH RESULTS IN A TIME-LIMITED TO A MONTHLY BASIS, PLAYABLE COPY OF THE MEDIA FILE BEING DEPOSITED ON THE STORAGE MEDIUM OF AN END-USER’S DEVICE THAT IS AUTOMATICALLY DISABLED AT THE EXPIRATION OF THE END-USER’S SUBSCRIPTION SUCH THAT IT IS INCAPABLE OF BEING ACCESSED OR PLAYED IN ANY MANNER ON ANY DEVICE THEREAFTER.  THE WORDS “PREMIUM STREAM” WILL BE CONSTRUED ACCORDINGLY.

GRANT OF PROMOTIONAL SUPPORT RIGHTS: SHALL MEAN TO INCLUDE DISTRIBUTOR/ CHANNEL LOGO OR NAME ON SOCIAL MEDIA NETWORKS, STANDALONE FILM SLATE, ALL MARKETING COLLATERAL SUCH AS, WITHOUT LIMITATION, POSTERS, PRINT ADS, BILLBOARDS, STANDEES, CRBT, RADIO, WAP, NEWSLETTERS ETC., PHYSICAL CD/DVD’S ALBUM COVER ART; TV SPOTS; PROVIDE TALENT SOCIAL MEDIA SUPPORT; PROVIDE ARTIST BYTES (AUDIO AND VIDEO) MARKET / PROMOTE THE LABEL PAGE ALLOCATED; CROSS PROMOTE / TRAFFIC ROUTING OF YOUTUBE PARTNER CHANNELS, PROVIDING ANNOTATIONS AND LINK TO DISTRIBUTOR/ CHANNEL IN THE DESCRIPTION, AND URL PLACEMENTS AND DIGITAL PLATFORMS LIKE GAMES, VOIP AND MUSIC ; PROVIDE AUDIO AND VIDEO CLIPS, IMAGES AND LOGOS FOR PROMOTION; PROVIDE A CALL TO ACTION ON ALL TVC, RADIO AND OTHER MEDIUMS OF PROMOTION, PROVIDE EXCLUSIVITY ARRANGEMENTS AND IN-FILM PROMOTION.

2.11 GRANT OF MASTERS/ COMPOSITION RIGHTS AS DEFINED BELOW:

(A)  THE RIGHT TO RECORD AND SYNCHRONIZE THE MASTER(S), IN WHOLE OR IN PART, WITH THE CHANNEL PROGRAM, TOGETHER WITH AND INCLUDING THE RIGHT TO REPRODUCE, EDIT, DISTRIBUTE COPIES, AND DISPLAY THE MASTER(S) AND ANY CUSTOMER VERSIONS OR CUSTOMER VIDEOS IN ANY FORM OF MEDIA IN EACH OF THE FOREGOING CASES IN CONNECTION WITH THE DEVELOPMENT, MARKETING, DISTRIBUTION, SUPPORT, AND SALE OF THE PROGRAM;

(B)  THE RIGHT TO PERFORM, BROADCAST, TRANSMIT AND/OR EXHIBIT THE MASTER(S) WITH THE CHANNEL PROGRAM THROUGHOUT THE TERRITORY IN WHOLE OR IN PART, INCLUDING ANY CUSTOMER VERSIONS OR CUSTOMER VIDEOS, AND TO EDIT, MODIFY OR CLIP AS APPROPRIATE FOR THE PROGRAM; AND

(C)  THE RIGHT TO ALLOW LICENSEE’S CUSTOMERS AND/OR SUBSCRIBERS (“CUSTOMERS”) TO RECORD, STREAM, UPLOAD, REPRODUCE AND DISPLAY THEIR PERFORMANCES OF THE APPLICABLE MASTER (EACH, A “CUSTOMER VERSION”) WHICH MAY BE SYNCHRONIZED WITH VIDEO CONTENT OF THE CUSTOMERS’ PERFORMANCE OF THE MASTER OR OTHER IMAGES (EACH, A “CUSTOMER VIDEO”).

2.12       FOR EXTRACT OF LICENSED CONTENT UP TO 30 SECONDS, USED FOR THE PURPOSE OF PROMOTIONS, NO ROYALTY PAYOUT AND AGGREGATION CHARGES SHALL BE PAID BY LICENSEE.

2.13     LICENSOR GRANTS THE RIGHT TO LICENSEE TO USE AND EXPLOIT THE LICENSED CONTENT OR ANY PART THEREOF, IN SYNCHRONIZED OR TIMED RELATION WITH ANY VISUAL FORMAT, IN ADVERTISEMENTS, TRAILERS, MUSIC AUDIO AND OTHER PROMOTIONAL AND ANCILLARY MATERIAL OR ANY OTHER AUDIO-VISUAL WORK NECESSARY IN THE OPINION OF THE LICENSEE TO GIVE EFFECT TO ITS RIGHTS. THE RIGHTS SHALL INCLUDE THE RIGHT TO EDIT, MIX, OVERLAP, CHANGE OR MANIPULATE THE LICENSED CONTENT BY CONVERTING IT TO COMPATIBLE FORMAT FOR COMMERCIAL EXPLOITATION THROUGH THE DISTRIBUTION CHANNEL.

3.           CONTENT AND SERVICES

3.1   DELIVERY OF LICENSED CONTENT:  LICENSOR SHALL DELIVER THE SAID CONTENT WITHIN THE TIME FRAME DECIDED AFTER THE EFFECTIVE DATE, LICENSOR SHALL DELIVER THE CONTENT AND SERVICES TO LICENSEE IN THE MANNER PROVIDED IN CLAUSE 2.7 OF THE AGREEMENT.

3.2       SERVICE LEVEL COMPLIANCE AND ACCURACY:  LICENSOR SHALL ENSURE THAT THE CONTENT, DATA AND SERVICES CONTAINED IN OR MADE PART OF CONTENT AND SERVICES ARE RELIABLE AND ACCURATE IN ALL RESPECTS.  LICENSOR SHALL PROVIDE LICENSEE WITH ELECTRONIC ACCESS TO CONTENT AND SERVICES ON A CONTINUAL BASIS DURING THE TERM: AS SUCH CONTENT AND SERVICES ARE UPDATED FROM TIME TO TIME BY LICENSOR.

3.3       USAGE DATA. USAGE STATISTICS RELATED TO THE USE OF CONTENT AND SERVICES AND COLLECTED BY LICENSEE SHALL BE SHARED WITH LICENSOR REGULARLY DURING THE TERM IN A FORMAT TO BE MUTUALLY DETERMINED BY THE PARTIES.

4.           MARKETING, ATTRIBUTION AND REFERRAL

4.1       WIRELESS SERVICES PROVIDERS, LICENSEE HAS ENTERED INTO DISTRIBUTION AGREEMENTS WITH CERTAIN WIRELESS SERVICES PROVIDERS, AND MAY FROM TIME TO TIME, ENTER INTO NEW OR MODIFIED AGREEMENTS WITH SUCH WIRELESS SERVICES PROVIDERS AND OTHER WIRELESS SERVICES PROVIDERS AND DISTRIBUTORS, FOR THE DISTRIBUTION OF LICENSOR OWNED OR LICENSED CONTENT AND SERVICES. LICENSOR AGREES TO COLLABORATE WITH LICENSEE DISTRIBUTION EFFORTS AND USE COMMERCIALLY REASONABLE EFFORTS TO WORK WITH LICENSEE REGARDING WIRELESS SERVICES PROVIDERS AND OTHER WIRELESS SERVICES PROVIDERS AND DISTRIBUTORS. LICENSEE (I) SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO INCLUDE LICENSOR CONTENT OR SERVICES AS A PART OF LICENSEE OFFERING WITH ANY WIRELESS SERVICES PROVIDER OR OTHER WIRELESS SERVICES PROVIDER OR DISTRIBUTOR. LICENSOR SHALL NOT, IN ANY MANNER WHATSOEVER, APPROACH, PROVIDE, ISSUE LICENSE, SUB-LICENSE, PROMOTE, MARKET, TRANSFER, SELL AND DISTRIBUTE THE SAID LICENSED CONTENT AND SERVICES TO THESE WIRELESS SERVICE PROVIDERS AND DISTRIBUTORS DIRECTLY UNLESS PRIOR WRITTEN CONSENT IS TAKEN FROM LICENSEE IN THIS REGARD WITHIN THE TERM OF THIS AGREEMENT.

4.2       ATTRIBUTION (I) CONTENT AND SERVICES RECEIVED FROM LICENSOR SHALL BE ATTRIBUTED TO LICENSOR AND (II) CONTENT AND SERVICES SHALL BE DISPLAYED WITH LICENSOR BRAND OR TRADEMARK IF ANY.

4.3       PUBLICITY THE PARTIES INTENT TO MAKE PRESS RELEASES, PUBLIC ANNOUNCEMENTS OR OTHER COMMUNICATIONS REGARDING THIS AGREEMENT AND THE CONTENT AND SERVICES; PROVIDED, HOWEVER, THAT ANY SUCH RELEASES, ANNOUNCEMENT OR COMMUNICATION SHALL BE SUBJECT TO THE PRIOR WRITTEN OR E-MAIL CONSENT OF BOTH PARTIES; WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.

5.           FINANCIAL TERMS

5.1   REVENUE SHARING: AS A COMPENSATION FOR THE GRANT OF THE ABOVE MENTIONED LICENSING RIGHTS, LICENSOR SHALL BE ENTITLED IS TO RECEIVE PAYMENTS FROM LICENSEE IN ACCORDANCE TO THE PRICING STRUCTURE AS MENTIONED BELOW:

5.2   LICENSEE SHALL PAY TO LICENCOR FOLLOWING 70% OF THE NET REVENUES RECEIVED BY LICENSEE FROM ITS DISTRIBUTION CHANNELS/WIRELESS SERVICE PROVIDERS AFTER DEDUCTION OF ALL APPLICABLE GOVERNMENT DUTY/IES AND /OR TAXES.

5.2.1   DISTRIBUTION TO AUDIO CONTENT TO OTT APPS: 70% OF THE NET REVENUE WILL BE PAYABLE TO LICENSOR

5.2.2   DISTRIBUTION OF VIDEOS/MUSIC VIDEOS: 70% OF THE NET REVENUE WILL BE PAYABLE TO LICENSOR

5.2.3   DISTRIBUTION OF TRACKS/ ALBUMS TO CRBT PLATFORMS: 70% OF THE NET REVENUE WILL BE PAYABLE TO LICENSOR.

5.3   FALL BACK PRICING: TO BE MADE AVAILABLE FOR ALL THE CONTENT DISTRIBUTED ACROSS ALL THE DISTRIBUTION CHANNELS. FALL BACK REFERS TO THE NEXT LOWEST PRICE POINT THAT THE END USER IS CHARGED BY THE WIRELESS SERVICE PROVIDER. THIS MEANS THAT IF THE END USER DOES NOT HAVE THE REQUISITE BALANCE AVAILABLE TO DOWNLOAD THE CONTENT, IT IS THE SERVICE PROVIDER’S DISCRETION TO OFFER THE CONTENT BY DEDUCTING AVAILABLE BALANCE FROM THE END USER. THIS BALANCE WILL BE LOWER THAN THE RATE CHART. THE INTENTION IS TO MAKE SALE AT ALL POSSIBLE INSTANCES. IN SUCH A CASE ALSO, LICENSOR SHALL BE ENTITLED TO RECEIVE PAYMENT AS PER CLAUSE 5.2 OF THIS AGREEMENT

5.4   THERE MAY BE A POSSIBILITY THAT CONTENT FROM MORE THAN ONE CONTENT PROVIDER IS INCLUDED IN A SINGLE SUBSCRIPTION PACKAGE. THIS MIGHT BE DONE DUE TO DEMANDS OF THE WIRELESS SERVICE PROVIDER OR DUE TO THE NATURE OF THE PRODUCT. IN SUCH CASE/S THE NET SUBSCRIPTION REVENUE WILL BE APPORTIONED TO LICENSOR IN PROPORTION TO THE CONTENT CONTRIBUTION TO THE SUBSCRIPTION PACKAGE AND AS PER THE TERMS AGREED TO ABOVE. LICENSEE WILL PUT IN BEST EFFORTS TO ENSURE THAT THE INTERESTS OF LICENSOR ARE SECURED BY FAIR ALLOTMENT OF CONTENT AND THE SUBSEQUENT PAYOUTS.

5.5   REPORTING AND PAYMENT TERMS:

REPORTING: LICENSEE SHALL PROVIDE A REVENUE REPORT DETAILING THE PERFORMANCE OF SAID CONTENT WITHIN FIFTEEN (15) DAYS OF LICENSEE RECEIVING THE SAME FROM ITS RESPECTIVE SERVICE PROVIDERS. LICENSOR SHALL ISSUE A VALID INVOICE IN THIS REGARD POST SHARING OF SAID REPORTS FROM LICENSEE.

PAYMENT: LICENSOR SHARE OF REVENUE AS PER SECTION 5.2 OF THE AGREEMENT SHALL BE MADE BY LICENSEE WITHIN FIFTEEN (15) DAYS IT RECEIVES ITS SHARE OF PAYMENTS FOR THE SAID PERIOD’S ACTIVITY FROM ITS WIRELESS SERVICE PROVIDERS.

5.6   WITHHOLDING TAXES:  THE PAYMENTS SHALL BE MADE BY LICENSEE TO LICENSOR AFTER DEDUCTION OF SUCH WITHHOLDING TAXES AS MAY BE REQUIRED IN LAW; PROVIDED THAT IN CASE ANY SUCH AMOUNTS ARE WITHHELD, LICENSEE SHALL SUBMIT THE STATUTORY CERTIFICATES TO LICENSOR WITHIN A REASONABLE TIME.

6.           PROPRIETARY RIGHT

6.1   PROPRIETARY RIGHTS: NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED IN THIS AGREEMENT, LICENSEE RETAINS ALL RIGHT, TITLE, INTEREST, AND INTELLECTUAL PROPERTY RIGHTS IN AND TO LICENSEE SITE AND THE SERVICES, AND LICENSOR RETAINS ALL RIGHTS, TITLE AND INTEREST, AND INTELLECTUAL PROPERTY RIGHTS IN AND TO LICENSOR’S SITES AND IN AND TO ALL THE CONTENT AND SERVICES PROVIDED TO LICENSEE UNDER THIS AGREEMENT. EACH PARTY RESERVE TO ITSELF ANY AND ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER.

7.           REPRESENTATIONS AND WARRANTIES

7.1       LEGAL AUTHORITY:  EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT, CONTINUOUSLY DURING THE TERM: (I) SUCH PARTY IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF ITS INCORPORATION AND HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE PROVISIONS HEREOF; (II) THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION OF SUCH PARTY, BINDING UPON SUCH PARTY AND ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; AND (III) IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND GRANT THE RIGHTS GRANTED HEREIN.

7.2       LICENSOR WARRANTIES:  LICENSOR REPRESENTS AND WARRANTS THAT CONTINUOUSLY THROUGHOUT THE TERM: (I) LICENSOR HAS FULL RIGHT, TITLE AND INTEREST IN AND TO ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOURCE CONTENT AND LICENSED CONTENT AND SERVICES, INCLUDING, WITHOUT LIMITATION,, (A) THE NAMES AND/OR PICTURES OF PERSONS, (B) ANY COPYRIGHTED MATERIAL, TRADEMARKS, SERVICE MARKS, LOGOS, AND/OR DEPICTIONS OF TRADEMARKED OR SERVICE MARKED GOODS OR SERVICES  AND (C) ANY TESTIMONIALS OR ENDORSEMENTS CONTAINED THEREIN; AND  TO PROVIDE THE ROYALTY FREE LICENSED CONTENT AND SERVICES TO LICENSEE AND TO SUB-LICENSE THE USE OF THE LICENSED CONTENT AND SERVICES TO THE WIRELESS SERVICE PROVIDERS BY VIRTUE OF OWNERSHIP OR CONTRACTS.

7.3       LICENSOR REPRESENTS THAT IT HAS OBTAINED THE NECESSARY AND VALID LICENSE AND ALL OTHER APPROVALS, CONSENTS ETC; WHICH SHALL BE KEPT IN FORCE AND VALID UPON DUE RENEWALS, TO PROVIDE THE LICENSED CONTENT CONTEMPLATED HEREIN WHICH INCLUDES COMPLIANCE OF STATUTORY AND NON-STATUTORY REQUIREMENTS AND OBLIGATIONS AND ALL OTHER DIGITAL MANAGEMENT RIGHTS, VARIOUS ISSUES AND OBLIGATIONS TO PROTECT THE INTELLECTUAL PROPERTY RIGHTS.

7.4       LICENSOR HERETO AGREES AND ACKNOWLEDGES AND REPRESENTS THAT THE LICENSED CONTENT USED, PRESENTED OR TRANSMITTED SHALL NOT ENCROACH UPON OR CONSTITUTE A VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHT) OF ANY THIRD PARTY.

7.5 LICENSEE SHALL PROTECT THE INTELLECTUAL PROPERTY AND INFORMATION OF LICENSOR AND THE LICENSED CONTENT AND FOR THAT PURPOSE SHALL EXECUTE SUCH CONFIDENTIALITY AGREEMENTS AND NON-DISCLOSURE AGREEMENTS THAT MAY BE NECESSARY FOR PROTECTING THE RIGHTS OF LICENSOR.

7.6   LICENSOR FURTHER REPRESENTS AND WARRANTS CONTINUOUSLY THROUGHOUT THE TERM THAT THE CONTENT AND SERVICES OR THE PROVISION THEREOF (A) DO NOT VIOLATE ANY LAWS; (B) DO NOT VIOLATE THE RIGHTS OF ANY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY OR PROPERTY RIGHT, FALSE ADVERTISING OR UNFAIR COMPETITION, (C) DO NOT CONTAIN ANY MATERIAL THAT IS FRAUDULENT, THREATENING, ABUSIVE, HARASSING, DEFAMATORY, VULGAR, OBSCENE, PROFANE, OR RACIALLY OR ETHNICALLY OBJECTIONABLE, INCLUDING, WITHOUT LIMITATION, ANY MATERIAL THAT ENCOURAGES CONDUCT THAT WOULD CONSTITUTE A CRIMINAL OFFENSE, RESULT IN CIVIL LIABILITY, OR OTHERWISE VIOLATE ANY APPLICABLE LOCAL, STATE, NATIONAL OR INTERNATIONAL LAW.

7.7   LICENSOR OWNS AND POSSESS ALL INTELLECTUAL PROPERTY RIGHTS, ITS ASSOCIATED EXPLOITATION RIGHTS, MECHANICAL RIGHTS, PUBLISHING RIGHTS, PERFORMANCE RIGHTS OR ANY OTHER RIGHTS ARISING OUT OF OR IN THE LICENSED CONTENT AND SHALL CONTINUE TO HAVE THE SAME THROUGHOUT THE TERM OF THE AGREEMENT. THE LICENSOR ALSO SPECIFICALLY WARRANTS AND REPRESENTS AND AGREES IT SHALL BE SOLELY LIABLE TO MAKE ANY PAYMENT, FEES, REVENUE TO ANY SOCIETY OR THIRD PARTY INCLUDING BUT NOT LIMITED TO THE IPR SOCIETIES RELATING TO THE LICENSED CONTENT.

7.8   THE LICENSOR FURTHER WARRANTS TO HAVE ACQUIRED PUBLISHING RIGHTS, PERFORMANCE RIGHTS, MECHANICAL RIGHTS AND ALL OTHER RIGHTS INCLUDING BUT NOT LIMITED TO RIGHTS FROM SINGERS, MUSICIANS, PERFORMERS, LYRICIST, MUSIC COMPOSERS, ACTORS, COPYRIGHT COLLECTING SOCIETIES LIKE IPRS, PPL ETC.(DEFINED COLLECTIVELY AS THIRD PARTY) AND THAT THE LICENSEE SHALL NOT BE LIABLE TO PAY ANY FEES OR REVENUE TO ANY SOCIETY, INDIVIDUAL, ENTITY OR THIRD PARTY APART FROM THE LICENSOR FOR EXPLOITATION OF THE LICENSED CONTENT.

7.9   THE LICENSOR SHALL BE RESPONSIBLE FOR OBTAINING ALL REQUIRED RIGHTS AND LICENSES (INCLUDING IPR’S) PERTAINING TO THE ABOVEMENTIONED RIGHTS AND THE PAYOUTS TO THE LICENSOR SHALL INCLUDE PAYOUT FOR ALL THE RIGHTS (LYRICIST, COMPOSER, SOUND RECORDING) ETC. THE LICENSEE SHALL NOT BE LIABLE TO PAY ADDITIONALLY FOR ACQUISITION OF THE ABOVE MENTIONED RIGHTS.

LICENSEE WARRANTIES:

7.9.1   ON BEST EFFORT BASIS, LICENSEE WILL TRACK THE QUANTITY OF DOWNLOADS/ STREAMS OF CONTENT AND SERVICES IN EVERY DISTRIBUTION CHANNEL AND WILL REPORT SUCH QUANTITIES TO LICENSOR.

7.9.2   LICENSEE WILL USE ITS REASONABLE BEST EFFORTS TO ACTIVELY PROMOTE MARKET AND SUPPORT THE CONTENT AND SERVICES CONSISTENT WITH ETHICAL BUSINESS PRACTICES.

8.           CONFIDENTIALITY

IT IS EXPECTED THAT EACH PARTY WILL DISCLOSE (EACH A “DISCLOSING PARTY”) TO THE OTHER PARTY (EACH A “RECIPIENT”) CERTAIN CONFIDENTIAL INFORMATION (“CONFIDENTIAL INFORMATION”) AND EACH RECIPIENT RECOGNIZES THE VALUE AND IMPORTANCE OF THE PROTECTION OF THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION.  ALL CONFIDENTIAL INFORMATION SHALL REMAIN THE SOLE PROPERTY OF THE DISCLOSING PARTY, WHICH SHALL OWN ALL RIGHTS, TITLE, INTEREST AND INTELLECTUAL PROPERTY RIGHTS THEREIN.

CONFIDENTIAL INFORMATION SHALL NOT INCLUDE, AND THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO, INFORMATION WHICH RECIPIENT CAN PROVE: (I) IS OR BECOMES A PART OF THE PUBLIC DOMAIN WITHOUT ANY BREACH OF CONFIDENTIALITY BY RECIPIENT; (II) WAS IN RECIPIENT’S LAWFUL POSSESSION PRIOR TO THE DISCLOSURE AND HAD NOT BEEN SUBJECT TO LIMITATIONS ON DISCLOSURE OR USE; (III) IS ENTIRELY INDEPENDENTLY DEVELOPED BY RECIPIENT WITHOUT ANY KNOWLEDGE OR REFERENCE TO THE CONFIDENTIAL INFORMATION; (IV) IS LAWFULLY DISCLOSED TO RECIPIENT, WITHOUT RESTRICTION, BY A THIRD PARTY WHO DID NOT ACQUIRE THE INFORMATION FROM THE DISCLOSING PARTY; OR (V) IS DISCLOSED TO THE MINIMUM REQUIRED BY A COURT OF COMPETENT JURISDICTION OR GOVERNMENT REGULATORY AGENCY AFTER RECIPIENT HAS A PROTECTIVE ORDER OR OTHER CONFIDENTIAL TREATMENT THEREFORE, IF AVAILABLE.

9.           TERM AND TERMINATION

9.1       TERM:  THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND WILL AUTOMATICALLY CONTINUE FOR A PERIOD OF THREE (3) YEARS, UNLESS TERMINATED EARLIER AS PROVIDED UNDER THIS AGREEMENT (THE “INITIAL TERM”).   SUBJECT TO LICENSEE NOT BEING IN BREACH OF ANY OF THE TERMS OF THIS AGREEMENT, LICENSOR MAY AUTOMATICALLY EXTEND THE TERM BY THREE (3) YEAR (SUBSEQUENT TERM”) ON THE SAME TERMS AND CONDITIONS.

9.2   TERMINATION:  LICENSOR AND LICENSEE MAY TERMINATE THIS AGREEMENT BEFORE THE END OF ITS TERM BY GIVING NINETY (90) DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY. THE TERMINATION SHALL BECOME EFFECTIVE ON THE EXPIRY OF THE 90 DAYS NOTICE PERIOD. THE AGREEMENT CAN BE TERMINATED IN THIS MANNER WITHOUT ASSIGNING ANY CAUSE THEREUPON. HOWEVER, IN SUCH A CASE, NO PARTY SHALL HAVE ANY CLAIM FOR DAMAGES OR OTHERWISE EXCEPT THE RIGHT TO RECEIVE THE ACCRUED PAYMENTS TILL THE DATE OF EFFECTIVE TERMINATION AS PER SECTION 5 OF THIS AGREEMENT.

10.   GENERAL

10.1 AFFILIATES: LICENSEE ACKNOWLEDGES THAT THE OTHER PARTY CURRENTLY OR MAY IN THE FUTURE OPERATE PORTIONS OF ITS BUSINESS THROUGH OTHER LEGAL ENTITIES (E.G., FOREIGN AFFILIATES) WHOLLY- OR MAJORITY- OWNED OR CONTROLLED BY OR UNDER COMMON CONTROL WITH SUCH PARTY (“AFFILIATES”).  BY EXECUTION HEREOF, LICENSEE AGREES THAT IT SHALL TAKE ALL NECESSARY AND APPROPRIATE ACTION TO CAUSE EACH OF ITS AFFILIATES TO COMPLY WITH AND PERFORM AS REQUIRED UNDER THIS AGREEMENT.  LICENSEE MAY PERFORM SOME OR ALL OF ITS OBLIGATIONS HEREUNDER THROUGH ITS AFFILIATES, UPON PRIOR NOTICE AND APPROVAL THEREOF TO AND FROM LICENSOR; PROVIDED, (A) THE SUBCONTRACTING OR ASSIGNMENT OF SUCH PERFORMANCE OBLIGATIONS TO AN AFFILIATE SHALL IN NO WAY RELIEVE THE PARTY OF ITS OBLIGATIONS HEREUNDER; AND (B) THE AFFILIATE SHALL AGREE IN WRITING TO ACT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

10.2 COUNTERPARTS:  THIS AGREEMENT AND ANY AMENDMENT HERETO MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.  THIS AGREEMENT MAY BE DELIVERED BY FACSIMILE.

10.3    EXCLUSIVITY: LICENSEE INTENDS TO ACQUIRE EXCLUSIVE ROYALTY FREE LICENSED CONTENT ON EXCLUSIVE BASIS FOR DEPLOYMENT ON VARIOUS VECTORS WITHIN THE TERRITORY AND HAS THEREFORE APPROACHED AND REQUESTED LICENSOR TO GRANT EXCLUSIVE LICENSE TO LICENSEE FOR DISTRIBUTION OF THE LICENSED CONTENT OR PART THEREOF AS AN AGENT IN ACCORDANCE WITH THIS AGREEMENT.

10.4 APPLICABLE LAW:  THIS AGREEMENT SHALL BE SUBJECT TO THE LAWS OF INDIA.  ALL ACTIONS, SUITS AND PROCEEDINGS RELATING TO THIS AGREEMENT, ITS INTERPRETATION, IMPLEMENTATION OR ALLEGED BREACH OF ANY PROVISION OR AS TO ANY QUESTION, INCLUDING AS TO THE LEGITIMACY OR VALIDITY OF ANY TERMINATION, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN ………., TO WHICH THE PARTIES HERETO IRREVOCABLY SUBMIT THEMSELVES.

10.5 FORCE MAJEURE:  NEITHER PARTY WILL BE LIABLE FOR ANY FAILURE TO FULFILL ITS OBLIGATIONS HEREUNDER, DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OR OMISSIONS OF GOVERNMENTAL OR MILITARY AUTHORITY, ACTS OF GOD, SHORTAGES OF MATERIALS, TRANSPORTATION DELAYS, EARTHQUAKES, FIRES, FLOODS, LABOR DISTURBANCES, RIOTS, OR WARS.

11.   INDEMNIFICATION : LICENSOR INDEMNIFIES AND HOLDS HARMLESS THE LICENSEE FROM AND AGAINST ANY LOSS, INJURY OR DAMAGE CAUSED TO THE LICENSEE IN CONSEQUENCE OF ANY OF THE BREACH OF WARRANTIES OR ARISING OUT OF ANY CLAIM AND AGAINST CLAIMS, SUITS, DEMANDS THAT MAY BE BROUGHT AGAINST THE LICENSEE BY ANY THIRD PARTY ALLEGING THAT THE USE OF THE LICENSED CONTENT CONSTITUTES  BREACH OF RIGHTS OF THAT PARTY, INCLUDING BUT NOT LIMITED TO THE INTELLECTUAL PROPERTY RIGHTS OF THE PARTIES WHO MAY HAVE CLAIM OVER THE SAID LICENSED CONTENT. THE INDEMNIFICATION SHALL INCLUDE ANY LEGAL COSTS, PUNITIVE OR COMPENSATORY AWARDS OR EXPENSES AND DISBURSEMENTS PAID BY LICENSEE ON ADVICE OF ITS LEGAL COUNSEL TO COMPROMISE OR SETTLE ANY CLAIM AND THE SAME CLAUSE ALSO APPLIES TO LICENSEE AS WELL AS VICE A VERSA.

12.   NOTICES:

ALL NOTICES GIVEN PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO BE SERVED AS FOLLOWS:

12.1 IN CASE OF ANY NOTICE DELIVERED BY HAND, WHEN SO DELIVERED.

12.2 IF SENT BY PRE-PAID POST OR COURIER, ON THIRD CLEAR DAY AFTER DATE OF POSTING

12.3 IN CASE OF ANY NOTICE SENT BY FACSIMILE, UPON RECEIPT OF A CONFIRMATION COPY AT THE SENDER’S FACSIMILE MACHINE; AND

12.4 THE NOTICE SENT BY HAND-DELIVERY, PRE-PAID POST OR COURIER, WITH ACKNOWLEDGEMENT DUE, SHALL BE SENT TO THE FOLLOWING ADDRESSES:

TO LICENSOR AT:

NAME OF THE PERSON CONCERNED: SUBMITTED THROUGH HARDAN APP

ADDRESS: ……..

PHONE: ………

TO LICENSEE AT:

NAME OF THE PERSON CONCERNED:  KAUSHAL KUMAR PANDEY

ADDRESS – NEW PATNA , PATNA , BIHAR , INDIA

EMAIL : KAUSHAL@DIGITUBENETWORK.COM

13.   LITIGATION: THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT THEY INTEND TO DISCHARGE THEIR OBLIGATIONS IN UTMOST GOOD FAITH. THE PARTIES THEREFORE AGREE THAT THEY SHALL, AT ALL TIMES, ACT IN GOOD FAITH, AND MAKE ALL ATTEMPTS TO RESOLVE ALL DIFFERENCES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY DISCUSSIONS, FAILING WHICH WILL ATTRACT THE LITIGATION UNDER THE COURTS OF JURISDICTION OF THE LICENSOR ONLY.

 THE PARTIES SHALL BE BOUND TO SOLVE AND RESOLVE ALL DISPUTES AND DIFFERENCES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS FIRST OF ALL BY WAY OF  DISCUSSION AND IF DISPUTE IF ANY DOES NOT RESOLVE BY WAY OF DISCUSSION THEN IN THAT CASE SUCH DISPUTE WILL ATTRACT THE LITIGATIONS WHETHER CIVIL OR CRIMINAL DEPENDS UPON THE CIRCUMSTANCES THERETO UNDER THE JURISDICTION OF LICENSOR WORK PLACE OR OFFICE ADDRESS ONLY.

14.   WAIVER: THE FAILURE AT ANY TIME OF EITHER PARTY TO DEMAND STRICT PERFORMANCE BY THE OTHER OF ANY OF THE TERMS, COVENANTS OR CONDITIONS SET FORTH HEREIN SHALL NOT BE CONSTRUED AS A CONTINUING WAIVER OR RELINQUISHMENT THEREOF, AND THE EITHER PARTY MAY, AT ANY TIME, DEMAND STRICT AND COMPLETE PERFORMANCE BY THE OTHER OF SUCH TERMS, COVENANTS AND CONDITIONS.IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AS OF THE EFFECTIVE DATE.

BY DOWNLOADING OR USING THE APP, THESE TERMS WILL AUTOMATICALLY APPLY TO YOU – YOU SHOULD MAKE SURE THEREFORE THAT YOU READ THEM CAREFULLY BEFORE USING THE APP. YOU’RE NOT ALLOWED TO COPY OR MODIFY THE APP, ANY PART OF THE APP, OR OUR TRADEMARKS IN ANY WAY. YOU’RE NOT ALLOWED TO ATTEMPT TO EXTRACT THE SOURCE CODE OF THE APP, AND YOU ALSO SHOULDN’T TRY TO TRANSLATE THE APP INTO OTHER LANGUAGES OR MAKE DERIVATIVE VERSIONS. THE APP ITSELF, AND ALL THE TRADEMARKS, COPYRIGHT, DATABASE RIGHTS, AND OTHER INTELLECTUAL PROPERTY RIGHTS RELATED TO IT, STILL BELONG TO DIGITUBE NETWORK PRIVATE LIMITED.

DIGITUBE NETWORK PRIVATE LIMITED IS COMMITTED TO ENSURING THAT THE APP IS AS USEFUL AND EFFICIENT AS POSSIBLE. FOR THAT REASON, WE RESERVE THE RIGHT TO MAKE CHANGES TO THE APP OR TO CHARGE FOR ITS SERVICES, AT ANY TIME AND FOR ANY REASON. WE WILL NEVER CHARGE YOU FOR THE APP OR ITS SERVICES WITHOUT MAKING IT VERY CLEAR TO YOU EXACTLY WHAT YOU’RE PAYING FOR.

THE HARDAN APP STORES AND PROCESSES PERSONAL DATA THAT YOU HAVE PROVIDED TO US, TO PROVIDE OUR SERVICE. IT’S YOUR RESPONSIBILITY TO KEEP YOUR PHONE AND ACCESS TO THE APP SECURE. WE THEREFORE RECOMMEND THAT YOU DO NOT JAILBREAK OR ROOT YOUR PHONE, WHICH IS THE PROCESS OF REMOVING SOFTWARE RESTRICTIONS AND LIMITATIONS IMPOSED BY THE OFFICIAL OPERATING SYSTEM OF YOUR DEVICE. IT COULD MAKE YOUR PHONE VULNERABLE TO MALWARE/VIRUSES/MALICIOUS PROGRAMS, COMPROMISE YOUR PHONE’S SECURITY FEATURES AND IT COULD MEAN THAT THE HARDAN APP WON’T WORK PROPERLY OR AT ALL.

THE APP DOES USE THIRD-PARTY SERVICES THAT DECLARE THEIR TERMS AND CONDITIONS.

LINK TO TERMS AND CONDITIONS OF THIRD-PARTY SERVICE PROVIDERS USED BY THE APP

• Google Play Services
• AdMob
• Google Analytics for Firebase
• Firebase Crashlytics
• Unity
• One Signal
• AppLovin
• StartApp

YOU SHOULD BE AWARE THAT THERE ARE CERTAIN THINGS THAT DIGITUBE NETWORK PRIVATE LIMITED WILL NOT TAKE RESPONSIBILITY FOR. CERTAIN FUNCTIONS OF THE APP WILL REQUIRE THE APP TO HAVE AN ACTIVE INTERNET CONNECTION. THE CONNECTION CAN BE WI-FI OR PROVIDED BY YOUR MOBILE NETWORK PROVIDER, BUT DIGITUBE NETWORK PRIVATE LIMITED CANNOT TAKE RESPONSIBILITY FOR THE APP NOT WORKING AT FULL FUNCTIONALITY IF YOU DON’T HAVE ACCESS TO WI-FI, AND YOU DON’T HAVE ANY OF YOUR DATA ALLOWANCE LEFT.

IF YOU’RE USING THE APP OUTSIDE OF AN AREA WITH WI-FI, YOU SHOULD REMEMBER THAT THE TERMS OF THE AGREEMENT WITH YOUR MOBILE NETWORK PROVIDER WILL STILL APPLY. AS A RESULT, YOU MAY BE CHARGED BY YOUR MOBILE PROVIDER FOR THE COST OF DATA FOR THE DURATION OF THE CONNECTION WHILE ACCESSING THE APP, OR OTHER THIRD-PARTY CHARGES. IN USING THE APP, YOU’RE ACCEPTING RESPONSIBILITY FOR ANY SUCH CHARGES, INCLUDING ROAMING DATA CHARGES IF YOU USE THE APP OUTSIDE OF YOUR HOME TERRITORY (I.E. REGION OR COUNTRY) WITHOUT TURNING OFF DATA ROAMING. IF YOU ARE NOT THE BILL PAYER FOR THE DEVICE ON WHICH YOU’RE USING THE APP, PLEASE BE AWARE THAT WE ASSUME THAT YOU HAVE RECEIVED PERMISSION FROM THE BILL PAYER FOR USING THE APP.

ALONG THE SAME LINES, DIGITUBE NETWORK PRIVATE LIMITED CANNOT ALWAYS TAKE RESPONSIBILITY FOR THE WAY YOU USE THE APP I.E. YOU NEED TO MAKE SURE THAT YOUR DEVICE STAYS CHARGED – IF IT RUNS OUT OF BATTERY AND YOU CAN’T TURN IT ON TO AVAIL THE SERVICE, DIGITUBE NETWORK PRIVATE LIMITED CANNOT ACCEPT RESPONSIBILITY.

WITH RESPECT TO DIGITUBE NETWORK PRIVATE LIMITED’S RESPONSIBILITY FOR YOUR USE OF THE APP, WHEN YOU’RE USING THE APP, IT’S IMPORTANT TO BEAR IN MIND THAT ALTHOUGH WE ENDEAVOR TO ENSURE THAT IT IS UPDATED AND CORRECT AT ALL TIMES, WE DO RELY ON THIRD PARTIES TO PROVIDE INFORMATION TO US SO THAT WE CAN MAKE IT AVAILABLE TO YOU. DIGITUBE NETWORK PRIVATE LIMITED ACCEPTS NO LIABILITY FOR ANY LOSS, DIRECT OR INDIRECT, YOU EXPERIENCE AS A RESULT OF RELYING WHOLLY ON THIS FUNCTIONALITY OF THE APP.

AT SOME POINT, WE MAY WISH TO UPDATE THE APP. THE APP IS CURRENTLY AVAILABLE ON ANDROID & IOS – THE REQUIREMENTS FOR THE BOTH SYSTEMS(AND FOR ANY ADDITIONAL SYSTEMS WE DECIDE TO EXTEND THE AVAILABILITY OF THE APP TO) MAY CHANGE, AND YOU’LL NEED TO DOWNLOAD THE UPDATES IF YOU WANT TO KEEP USING THE APP. DIGITUBE NETWORK PRIVATE LIMITED DOES NOT PROMISE THAT IT WILL ALWAYS UPDATE THE APP SO THAT IT IS RELEVANT TO YOU AND/OR WORKS WITH THE ANDROID & IOS VERSION THAT YOU HAVE INSTALLED ON YOUR DEVICE. HOWEVER, YOU PROMISE TO ALWAYS ACCEPT UPDATES TO THE APPLICATION WHEN OFFERED TO YOU, WE MAY ALSO WISH TO STOP PROVIDING THE APP, AND MAY TERMINATE USE OF IT AT ANY TIME WITHOUT GIVING NOTICE OF TERMINATION TO YOU. UNLESS WE TELL YOU OTHERWISE, UPON ANY TERMINATION, (A) THE RIGHTS AND LICENSES GRANTED TO YOU IN THESE TERMS WILL END; (B) YOU MUST STOP USING THE APP, AND (IF NEEDED) DELETE IT FROM YOUR DEVICE.

CHANGES TO THIS TERMS AND CONDITIONS

WE MAY UPDATE OUR TERMS AND CONDITIONS FROM TIME TO TIME. THUS, YOU ARE ADVISED TO REVIEW THIS PAGE PERIODICALLY FOR ANY CHANGES. WE WILL NOTIFY YOU OF ANY CHANGES BY POSTING THE NEW TERMS AND CONDITIONS ON THIS PAGE.