Legal Policies

TERMS OF SERVICE

DIGIVIVE RESERVES THE RIGHT TO SUSPEND, DELETE OR DISABLE YOUR ACCOUNT, AT ITS SOLE DISCRETION AND WITHOUT LIABILITY, IF YOU DO NOT COMPLY WITH THE TERMS OF THIS AGREEMENT.

This Terms of Service Agreement ("Agreement" or "Terms of Service") governs your access to and use of the Service. If you are in a free trial or have purchased the Digivive Service this Agreement governs your purchase and the ongoing use of the Service.

By clicking a box indicating your acceptance or by using the Service, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or any other legal entity, you represent that you have the authority to bind such entity and its Affiliates to this Agreement, in which case the terms "you", "your", "Customer" or "Client" shall refer to such entity and its Affiliates. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement or use the Service.

Please read the Agreement carefully to ensure that you understand each clause. This Agreement was last updated on 14 March 2025. It is effective between you and Digivive as of the date you accept this Agreement ("Effective Date").

This Agreement is and will remain applicable in respect of the Customer's exploitation of Digivive's SaaS Platform. In the event of any discrepancy between this Agreement and any other documents executed between the Parties, this Agreement will prevail, unless otherwise agreed by Digivive in writing. All ancillary documents, terms, conditions, annexures, etc. referred to herein shall be read in conjunction with this Agreement and shall be deemed as part of this Agreement.

• 1. Definitions and Interpretation
• 1.1. The following words and expressions shall have the following meanings:
  • 1.1.1. "Applicable Law" means all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives, orders etc., of any government authority, regulatory bodies, tribunal, board or court in any applicable jurisdiction.
  • 1.1.2. "Authorised User" means any individual who is your employee or such other person or entity as you may authorise, to access the Service pursuant to your rights under this Agreement;
  • 1.1.3. "Company" means Digivive;
  • 1.1.4. "Content" means any information, text, graphics, videos, photos or other materials uploaded, downloaded or appearing on the Media Platform.
  • 1.1.5. "Customisation" means any services provided pursuant to the statement of work (SOW) by Company to Customer in addition to and separate from the Services, including but not limited to custom design, custom development, or marketing services, and provided pursuant to a mutually-acceptable written document that sets forth the specific Customisation to be provided, deliverables, if any, Customer obligations, the schedule for performance of the Customisation, fees and payment terms, the acceptance or approval process, and such other matters upon which the parties agree.
  • 1.1.6. "DevHours" means the pre-purchased professional services to be performed by Company at a future date.
  • 1.1.7. "DevHours Balance" means the account balance of DevHours in the Customer's account.
  • 1.1.8. "Digivive" means Digivive Services Private Limited, a company incorporated under the Companies Act, 1956 in India having its registered office at D-7, Dhawandeep Apartments 6, Jantar Mantar Road, New Delhi - 110001;
  • 1.1.9. "Domain Name" means a domain name specified by Customer in a Statement of Work for linking the Customer's site to the hosted Media Platform
  • 1.1.10. "End User" means Client's customers who are users of the Media Platform.
  • 1.1.11. "Intellectual Property Rights" means patents, trademarks, trade secret, service marks, trade names, design rights, copyright, database rights, semi-conductor topography rights, domain names, patents, know-how, formulation, data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial, contractual and marketing information, know-how and other intellectual property rights (of whatever nature and wherever arising) whether registered or unregistered including applications, renewals, extensions, or reissues for the grant of any such rights, in each case in any jurisdiction throughout the world.
  • 1.1.12. "Media Platform" means Customer's on-demand video streaming platform made available to End Users on Customer's Domain Name using the Service.
  • 1.1.13. "Order Form" means a written or electronic document (including any annexure or schedule) that references this Agreement and is executed by both Parties, setting out the commercial terms, Customisations, professional services, pricing, and other mutually agreed deviations from the standard Services under this Agreement, if any.
  • 1.1.14. "Parties" refer to Customer and Company collectively (singularly, "Party")
  • 1.1.15. "Service" means the products and services as described on Company's website that are licensed to the Client and delivered by Company to Client using the System.
  • 1.1.16. "System" means the technology, including hardware and software, used by Company to deliver the Service to Customer.
  • 1.1.17. "User" means either an Authorised User or an End User.
• 1.2. In this Agreement:
  • 1.2.1. headings, bold type face, italics type face and other formatting techniques are for convenience only and do not affect the interpretation;
  • 1.2.2. a reference to this Agreement includes inter alia all annexures, exhibits, schedules or referred documents including Order Form(s) , which shall be deemed to form an integral part of this Agreement;
  • 1.2.3. a reference to a party to this or any other agreement includes that party's successors and permitted assigns;
  • 1.2.4. a reference to a recital, a clause, a section, a schedule or an annexure is a reference to a recital, a clause, a section, a schedule or an annexure to this Agreement unless specifically stated otherwise;
  • 1.2.5. a reference to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture, association, board, government or semi-government, agency or authority and that person's successors and legal personal representatives;
  • 1.2.6. unless otherwise indicated the terms 'hereof', 'herein', 'hereby', 'hereto' and derivative or similar words refer to this Agreement, and Clauses, sub-Clauses or Annexures are to a Clause, sub-Clause or Annexure of or to this Agreement;
  • 1.2.7. words 'including', 'inter alia' and 'among others' and words and phrases of a like nature used in this Agreement are deemed to be followed by the words 'without limitation' or 'but not limited to' or words or phrases of a like nature whether or not such latter words or phrases are expressly set out;
  • 1.2.8. words in the singular include the plural and vice versa, and words importing any gender include every gender;
  • 1.2.9. when any day referenced in this Agreement is not a Business Day and a period referenced in this Agreement does not end on a Business Day, the reference to that day or to the last day of that period will be construed as a reference to the immediately preceding Business Day;
  • 1.2.10. any reference in this Agreement to a matter to be agreed by the Parties as well as any reference to any notice to be issued or information to be provided by a Party will be deemed to mean such agreement, notice or information set out or communicated in writing by the relevant Party;
  • 1.2.11. words and phrases used but not expressly defined in this Agreement bear the meaning commonly ascribed to them at Indian law or in India as the case may be;
  • 1.2.12. in addition to the terms defined in Clause 1, certain other terms are defined elsewhere in this Agreement including without limitation in Annexures hereto and whenever such terms are used in this Agreement or Annexures as the case may be, they shall have their respective defined meanings, unless the context expressly or by necessary implication indicates otherwise.
• 2. License
• 2.1. Eligibility: This is a legally binding contract between you and Digivive. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. If you are accepting this Agreement and using the Service on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorised to do so. You may use the Service only if you can form a binding contract with Digivive, and only in compliance with this Agreement and all Applicable Law. Any use or access to the Service by anyone under the age of 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Digivive.
• 2.2. Scope: The Company grants the Customer a revocable license to use Service and the System for the Term and in the Territory for (a) configuring, launching and operating its own Media Platform(s) under the Customer's brand; and (b) making such Media Platform(s) available to End Users. All right, title and interest in and to any Content remains with the Customer or its licensors. Digivive acquires no rights in the Content other than those necessary and will have no rights to publish the Content and consequently no liability in respect of the Content published on the Media Platform(s)in accordance with this Agreement.
• 2.3. Accounts: Your account gives you and your Authorised Users, if any, access to the Service. We may maintain different types of accounts for different types of Users, and these different accounts may have different functionalities available to them. You may never use another User's account under any circumstances. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account and the accounts of your Authorised Users, if any, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You must notify Digivive immediately of any breach of security or unauthorized use known to you. Digivive will not be liable for any losses caused by any unauthorized use of your account. You may control your account and how you interact with the Service by changing the settings in your administration dashboard. By providing Digivive your email address, you consent to Company using your email address to send you notices related to the Service, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your administration dashboard. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
• 3. Payments
• 3.1. Subscription Fees: Company offers the Service on a subscription basis. In consideration for the access rights granted to you and the services performed by Digivive under this Agreement, you will pay Company the then applicable fees (the "Subscription Fees") as published by Company. Each subscription to the Service is authorised for use with one Domain Name. In the event that Customer wishes to use the Service in association with additional Domain Names, beyond the number of Domain Names for which Subscription Fees have been paid, Customer shall be required to pay additional Subscription Fees associated with the increased number of Domain Names.
• 3.2. Overage Fees: You agree to pay to Company the applicable fees related to your use of inter alia bandwidth, hourly streaming, transcoding, storage, live streaming beyond what is included in your subscription ("Overage Fees"). Overage Fees are charged in arrears at the beginning of the month following the month in which they were incurred. If your account is cancelled or terminated, you will still be responsible for any overage that is incurred prior to the effective date of the cancellation or termination.
• 3.3. Billing: If you provide Company with valid credit card information, you authorize Company to charge such credit card for the Subscription Fees and Overage Fees (collectively, "Fees") associated with the initial term and any renewal term(s). Such charges may be made in advance, either annually or in accordance with any different billing frequency stated in the online or offline order form. If the payment method is other than credit card, Company will invoice you. Unless otherwise stated, invoiced charges are due net seven (7) days from the invoice date. In the event that your corresponding Fees are overdue, Company shall be entitled to (in addition to any other rights or remedies Company may have) discontinue the Service and suspend your access, including your Authorised Users' access, to the Service until such amounts are paid in full.
• 3.4. The issuer of your credit card may charge you a foreign transaction fee or other charges while paying Company. It is your responsibility to check with your credit card issuer regarding these details and Digivive shall not be responsible for any such transaction fee.
• 3.5. Taxes: The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and you will be responsible for payment of all such taxes (other than taxes based on Digivive's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Service to you. You will make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid. You shall indemnify and defend Company in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
• 3.6. The Customer agrees that the payment of the Fees hereunder to the Company is a necessary pre-requisite under all circumstances for availing the Service.
• 3.7. Without prejudice to foregoing provisions of this clause, the Customer shall be liable to pay penal interest at 2% compounded on monthly basis, on all consideration payable to the Company if unpaid within 7 days from date it becomes due. The Customer understands and affirms that provisions for payment of penal interest for the overdue period in the event the Customer fails to remedy such breach after two consecutive reminders of non-payment, is:
  • 3.7.1. An essential part of the sums payable hereunder and its non-payment shall be a material breach of the Agreement;
  • 3.7.2. A genuine estimate of the commercial loss of opportunity and other damages suffered by the Company on account of untimely payment of sums payable hereunder;
  • 3.7.3. Capable of variation by a written notification by the Company in case of a continuing recurring or persistent default in payment of sums hereunder by the Customer, and the Customer agrees not to call in question Company's discretion in treating the Customer's default as falling under this clause.
• 3.8. Any charges mentioned in a currency other than Indian currency is to be paid in Indian Rupees at the foreign exchange rate in Digivive's system at the time of billing and net of any taxes, duties and other levies. The Company must receive the Fees in full without any deduction.
• 3.9. Notwithstanding any contrary terms in this Agreement, the Fees paid for the Service are non-cancellable and non-refundable. You can cancel your subscription to the Service at any time from within the Service. Upon Company receiving your notice of cancellation, Company will continue to provide you access to the Service through the remainder of the then-current term. Your access to the Service will be terminated effective as of the final day of the then-current term.
• 3.10. If Customer is on a plan with a fixed minimum term, then the Fees shall be due till the end of the then-current term, regardless of the timing of the cancellation.
• 4. Service Rules
• 4.1. Usage Limits: The Service is subject to usage limits, for example, each subscription to the Service may be used in association with a single Domain Name and has entitlement to the usage limits. If the Service is accessed in a way that exceeds the specified contractual limits, you agree to pay any invoice for excess usage in accordance with the section titled Payments herein.
• 4.2. Rebranding: If you elect to rebrand any aspect of the Service, Company will not display the Digivive brand to End Users on the specific parts of the Service that you have elected to rebrand, and will not otherwise interfere with the look and feel of the Content you provide to Company in association with your use of the Service. In the event that your attempt to rebrand the Service interferes with Company's ability to provide the Service, you understand and agree that the Service will automatically revert to displaying the Digivive brand, as applicable, on the affected aspect of the Service until any issue related to the rebranding process is resolved.
• 4.3. Custom Work: Company allows you to purchase DevHours from Company. You acknowledge and agree that this is a form of pre-paid service which may only be exchanged for Customisations and the amounts paid does not refer to any credit balance of real currency or its equivalent. Any advance paid does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your ability to procure Customisations. To place a request for Customisations, contact your Company account manager. If Company, in its sole discretion, determines that your request constitutes a request for Customisation, Company will respond to your request with a proposal for Customisation, which will include an estimate of the number of DevHours required to complete the requested Customisation and may, where applicable, be documented in an Order Form. You acknowledge and agree that the estimated DevHours provided to you prior to your receipt of any Customisations are estimates. Actual DevHours required to complete the Customisations may vary. Upon completion of the Customisations, DevHours in an amount equal to the actual hours spent to complete the Customisations will be deducted from your DevHours Balance. If the actual DevHours exceeds the DevHours Balance, Company may suspend or may not start the work on the Customisations till the required DevHours Balance is available. All clauses of the section titled Payments herein apply to DevHours and DevHours balance. If you leave a DevHours Balance unused for the period of time set forth by your state, country, or other governing body in its unclaimed property laws, or if you delete your account and leave a DevHours Balance, or if we deactivate your account and you do not meet any conditions necessary to reinstate it within six (6) months, Company may process your DevHours Balance in accordance with our legal obligations, including by submitting funds associated with your DevHours Balance to the appropriate governing body as required by law. Company is not a bank and DevHours are not real currency or any type of stored value or financial instrument, so DevHours Balances are not deposits and they do not earn interest and are not insured by any organisation or entity, whether governmental or private.
• 4.4. End Users: Customer has the sole right to collect revenue from its End Users through the payment gateway available on the Service. Customer hereby acknowledges that the terms of service for each of the Media Platforms created using the Service is solely between Customer and the End User and conforms to Applicable Law, and Company shall not be responsible for, and shall not have any liability whatsoever under, any terms of service or any breach by Customer or any End User of any of the terms and conditions of any such End User agreement.
• 4.5. Prohibited Activities: You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy publically available materials from www.digivive.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any Content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. We may permanently or temporarily terminate or suspend your access to the Service without notice if, in our sole determination, you violate any provision of this Agreement. You are solely responsible for your interactions with End Users. We reserve the right, but have no obligation, to monitor disputes between you and End Users. Company shall have no liability for your interactions with End Users, or for any User's action or inaction.
• 5. Maintenance and Support
• 5.1. The service and support levels shall be governed by the Platform Maintenance Terms (available at http://legal.digivive.com/maintenance-terms, as may be updated from time to time) and the Company guarantees a 99% uptime against critical (P1) issues.
• 5.2. Any fall in service level below 99% on part of the Company shall be compensated by additional equivalent time to the Customer, save and otherwise provided herein.
• 5.3. Any fall in service level caused by a third-party service inter alia AWS, Azure, Tencent, Wowza etc. and/or the live channel(s), including, but not limited to the change in satellite downlink parameters or fault in receipt of the IP feed, shall not be attributed to the Company and the Company shall not be liable for such issues.
• 5.4. Any outages or downtime shall be counted from the time the Company receives a written notice of the downtime from the Customer.
• 5.5. The Customer acknowledges and agrees that the Media Platform's service may be subject to interruptions, delays, or temporary unavailability due to scheduled maintenance, system upgrades, technical issues, or events beyond the reasonable control of the Company, including but not limited to internet service disruptions, server failures, or force majeure events.
• 5.6. The Company makes no representation or warranty, express or implied, regarding the continuous, error-free, or uninterrupted availability of the System and, or, Services. Customer expressly waives any claims for compensation, refund, or damages arising out of temporary outages, loss of access, or interruptions to the Media Platform.
• 5.7. The Company shall not be liable to the Customer for any loss of business, revenue, goodwill, viewership, or other indirect, incidental, or consequential damages resulting from outages, downtime, or service disruptions.
• 5.8. Subject to the terms of this Agreement, Company shall use commercially reasonable efforts to (i) maintain the security and uptime of the Service; and (ii) provide the support as applicable.
• 6. Term, Suspension and Termination
• 6.1. This Agreement commences on the Effective Date and remains in effect for the initial term. Unless earlier terminated as set forth below, this Agreement shall be automatically renewed for consecutive terms equal in length to the initial term unless either Party provides written notice to the other of its intention not to renew at least ninety (90) days prior to the expiration of the then-current term.
• 6.2. Company may (without prejudice to any other right or remedy) suspend the Services: (a) upon giving the Customer fifteen (15) days written notice if Company does not receive the payment of charges in full on the date it becomes payable. However, if any payment becomes due for more than thirty (30) days, then the Company may suspend the services by giving one (1) day's written notice; (b) immediately in the event that the Customer's use of the Services violates any Applicable Law. The Company may revoke the suspension if the Customer rectifies such breach within fifteen (15) days from the receipt of notice from the Company; (c) by seven (7) days' written notice if Customer commits a breach of this Agreement; (d) immediately by written notice if any of the event which are grounds for suspension under section titled Indemnity herein; (e) immediately suspend Service if the Customer or any third party by its intended use of the Service, mischief or otherwise is interfering with the performance, security or integrity of the Service.
• 6.3. Suspension will continue until the grounds for suspension are cured to the Company's reasonable satisfaction failing which the Company may take any action available to it under Applicable Law or terminate this Agreement. The Customer remains liable to pay the Fees for any period of suspension caused due to fault or default of the Customer.
• 6.4. Company may terminate this Agreement by giving three (3) months' written notice to Customer at the end of the initial or renewed terms.
• 6.5. Customer may terminate this Agreement by giving three (3) months' written notice to Company at the end of the initial or renewed terms, subject to compliance with the payment obligations set out herein.
• 6.6. Company may (without prejudice to any other right or remedy) terminate the Agreement by giving thirty (30) days written notice to the Customer if the Company does not receive payment of the Fees in full.
• 6.7. Company or Customer may terminate the Agreement immediately before the end of the then-current term by prior written notice to the other Party if the first Party is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over its assets.
• 6.8. Company may terminate the Agreement with fifteen (15) days' notice in the event of a breach of provisions of the Agreement by the Customer and the Customer fails to remedy the breach within the notice period.
• 6.9. The Company may immediately terminate the Agreement if the Customer breaches Applicable Laws, or if the Content is in breach of Applicable Laws, or if the Customer does or omits to do any act in consequence whereof the Intellectual Property Rights, Confidential Information of the Company are infringed, disclosed, distressed, damaged or corrupted, or if the Customer does or suffers any act or thing or omits to do any act or anything whereby or in consequence whereof the equipment and/or data of the Company may be or is likely to be distressed, endangered, attached or taken in execution under any legal process or by public authority.
• 6.10. Customer agrees that in the event the Customer is a party to any proceedings under the Insolvency and Bankruptcy Code, 2016, and, or has received any notice under the Insolvency and Bankruptcy Code, 2016, it shall intimate the Company within fifteen (15) days of receipt of any such notice.
• 6.11. Company reserves the right to modify, suspend or terminate the Service (or any part thereof), Customer's right or Customer's Authorised Users' rights, or End Users' rights to access and use the Service, and remove, disable and discard any Content if we believe that you, your Authorised Users, or End Users have violated this Agreement. This includes the removal or disablement of Content in accordance with any Applicable Laws or our copyright policy. Unless legally prohibited from doing so, Company will use commercially reasonable efforts to contact you directly via email to the email associated with your account to notify you when taking any of the foregoing actions. We shall not be liable to you, your Authorised Users, End Users or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by you, Authorised Users or End Users may be referred to law enforcement authorities at Company's sole discretion.
• 6.12. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, Company may discontinue all use of the Content you originated on the Service and may destroy all copies of the same in our possession; (c) without prejudice to and in addition to the Company's right provided herein the Company shall also be entitled to recover from the Customer and the Customer shall be bound to pay to the Company the following amounts, viz: The entire Fees due and in arrears together with any overdue amounts and any part of the Fees which is payable to the Company for the balance period, and all other sums payable which may have become due along with overdue charges as specified from the date on which it has become due and all such other sums that may become due or may be estimated to become due to the defaults having occurred. In the event, a Customer is on a plan with a minimum fixed term, and the Customer terminates the Agreement before the end of fixed term, the Customer shall be liable to pay all Fees for the balance period over and above the payment of damages incurred by the Company; (d) the sections intended to survive termination of this Agreement shall survive, including but not limited to the sections and subsections titled Definitions, Payments, Service Rules, Term, Suspension and Termination, Indemnity and Limitation of Liability, Confidential Information, Intellectual Property, Personal Data and Content Compliance, and Miscellaneous.
• 7. Indemnity and Limitation of Liability
• 7.1. Customer shall indemnify, defend and hold harmless the Company and the persons which directly own the Company and their respective Affiliates (including controlling persons and related companies), its subsidiaries, licensors, managers, contractors, officers, directors, shareholders, employees and agents (each, an “Indemnified Person”) for, and shall hold them harmless from and against, any and all losses, settlements, claims, actions, suits, proceedings, investigations, judgments, awards, damages, liabilities and costs (collectively, “Losses” and, individually, a “Loss”) which are sustained or incurred by or asserted against any of them and which arise out of or relate to (i) any breach of the Agreement by the Customer or its Authorised Users; and (ii) the Services, the Content itself or anything related thereto or programming contained therein or the delivery or distribution thereof being in violation of Applicable Laws ; (iii) Customer's use of and access to the Services by the Customer being in contravention of Applicable Laws; (iv) any claims against the Company arising due to the Company acting on the instructions of the Customer; (v) and shall reimburse them for any and all legal, accounting and other fees, costs and expenses (collectively, “Expenses”) reasonably incurred by any of them in connection with investigating, mitigating or defending any such Loss. The Company will notify the Customer of any claim that arises as per the indemnity defined herein when they are notified or become aware of such breach.
• 7.2. Customer undertakes not to do or omit to do any such act which may result in seizure and/ or confiscation of the equipment and, or data by the central or state government or local authority or any public office or authority under or any Applicable Law for the time being in force.
• 7.3. Customer agrees to assume full responsibility for any and all legal claims, liabilities, damages, or breaches of Applicable Law arising from the Content, including but not limited to violations of Intellectual Property Rights.
• 8. Warranty
• 8.1. Limited Warranty: Company warrants to you that, when used as permitted by Company and in accordance with the correct procedure of usage, the Service will operate free from errors during the term of the Agreement. Provided that you notify Company in writing of any breach of the foregoing warranty during the term hereof, Company shall, as your sole and exclusive remedy, provide the support set forth in this Agreement. The limited warranty set forth in this section is made for the benefit of you only and may not be transferred. Except as expressly provided in this section and to the maximum extent permitted by Applicable Law, the Service is provided “as is,” and Company makes no (and hereby disclaims all) other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, title, noninfringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Service (in whole or in part) or any other products or services provided to you by Company. Company does not warrant that all defects or errors can be corrected, or that operation of the Service shall be uninterrupted, secure, or error-free. Some jurisdictions do not allow the exclusion of implied warranties or conditions or limitations on how long an implied warranty lasts, so some of the above limitations may not apply to you. To the extent any disclaimer or limitation of liability does not apply, unless otherwise stated herein, all applicable implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Services, and no warranties shall apply after such period.
• 8.2. The Service is controlled and operated from facilities in India. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Indian and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by India, or are a foreign person or entity blocked or denied by the Indian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in India.
• 8.3. The Customer represents and warrants that it is validly incorporated, in a good standing in all jurisdictions where they carry on business and has the full capacity and authority to execute, deliver and perform the Agreement and has taken all necessary actions to authorise the execution of the Agreement. The Customer represents and warrants that the contents of programming and advertisements shall be in conformity with inter-alia the Information Technology Act, 2000, the Bharatiya Nyaya Sanhita, 2023 and all other Applicable Laws in India and other territories where the Services may be provided. The Customer represents and warrants that the Content shall not be inter alia defamatory, against national interest, libellous, slanderous, illegal, infringes on the rights of other person(s) or entity(ies), and against any law in force within India and other relevant territories. Customer further confirms that no part of the programs and, or advertisements shall violate or infringe any Intellectual Property Rights of any person, firm or company, nor personal rights of privacy or any other right of any other individual or company. The Customer represents and warrants that it is not under any disability, restriction, or prohibition whether legal or contractual which shall prevent it from performing or adhering to any of its obligations including the provision of Content under this Agreement.
• 9. Confidential Information
• 9.1. The Parties agree to treat all information, facts, details relating the Agreement such as sensitive information including the Fees and any payments being made under the Agreement, the Parties to the Agreement, or any other information that may come to the knowledge of either Party under the Agreement ("Confidential Information") as confidential and not to disclose in any manner whatsoever, any Confidential Information to any person directly or indirectly or use the same or permit the same to be used for any purpose other than as set out under the Agreement, unless it has been previously agreed in writing by the Parties.
• 9.2. Notwithstanding what is stated here, Parties may disclose Confidential Information: (a) to their respective affiliates or their existing and potential investors employees, directors, professional advisors, consultants, or those of their affiliates, who will also be bound to maintain such confidentiality provided, that disclosure of Confidential Information to such persons will be on a strictly "need-to-know basis" (b) To governments, banks, or other authorities in connection with the business of the Parties or as may be necessary in order to comply with any of the provisions of the Agreement (c) With the written consent of the other Parties to the Agreement (d) To the extent that disclosure is required by Applicable Law or by a governmental authority or for the purpose of dispute resolution or any other judicial or regulatory proceedings and examinations, or (e) as permitted by the Agreement.
• 9.3. Exceptions: The confidentiality obligations set forth in this section will not apply to any information that is (a) in the public domain otherwise than in breach of the Agreement (b) in the possession of the receiving party prior to its disclosure to them under the terms of the Agreement (c) is independently developed by the receiving party without any breach of confidentiality under the Agreement or otherwise. In addition, the Receiving Party may disclose Confidential Information as required by a court of law or other competent authority under the Applicable Laws.
• 10. Intellectual Property
• 10.1. All Intellectual Property Rights including, but not limited to, software, programs, source code and object code, comments to the source or object code, Customisations, designs, specifications, documents, abstracts and summaries thereof developed and owned by Company in connection to Services provided to the Customer with the provision of the continuation upgradation of services, shall belong exclusively to the Company, worldwide and for perpetuity. Any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by the Company in its business generally, including all associated Intellectual Property Rights shall be and remain the sole property of the Company, and the Customer shall have no interest in or claim to them.
• 10.2. The Customer will only use the Intellectual Property Rights of the Company for the limited purposes set out in this Agreement till there exists a valid Agreement between the Parties. Nothing herein or elsewhere will be deemed to create any ownership, license, grant or any right or interests to the Intellectual Property Rights of the Company. Upon termination of the Agreement for any reason, the Customer will forthwith cease and refrain from the usage of all the Intellectual Property Rights of the Company. The Customer agrees and undertakes that it will indemnify and keep indemnified the Company and its affiliates for any loss or damage suffered by the Company pursuant to any infringement of Intellectual Property Rights.
• 11. Personal Data and Content Compliance
• 11.1. The Customer agrees and acknowledges that the Company is a mere service provider appointed by the Customer, and the Company itself has no direct interface with the End Users of the Media Platform for any reason. The Customer will at its sole discretion decide the nature of the personal information that each End User will be required to input into the Media Platform to create an account and inform the Company of the same. The Customer will always obtain active and valid consent of each User and, or, their guardian as required at Applicable Law, before or simultaneous to collecting their personal information on or through the Service, publish a valid privacy policy on the Media Platform, and appoint a data protection officer to redress any User grievances, as may be required by Applicable Law. In the event that any data is shared with the Company, the Company will act as a Data Processor (or any equivalent term at Applicable Law) on behalf of the Customer for the purpose of providing the Services under this Agreement. The Customer agrees to clearly publish in their privacy policy that User's personal data will be shared with the Company for this limited purpose. Customer agrees that it will not engage in monitoring of behavioural data of any natural persons under the age of 18 years old ("children") and will not engage in any targeted advertising aimed at children. If the Customer intends to display any targeted advertising on the Media Platform, the Customer agrees that it will require the Company to create a separate section for children on the Media Platform, which does not: (i) track behavioural data of children; and (ii) contain targeted advertising aimed at children; and (iii) contain any content with an 'A' rating
• 11.2. Customer agrees that it will be a member of a self-regulatory body for OTT platforms in India. The Customer agrees that it will classify all Content on the Media Platform based on the nature and types of the content into the following categories: (a) 'U' rating i.e., suitable for personas of all ages; (b) 'U/A 7+' rating i.e., suitable for persons aged 7 and above. Persons under 7 years old may view the content with parental guidance; (c) 'U/A 13+' rating i.e., suitable for persons aged 13 and above. Persons under 13 years old may view the content with parental guidance; (d) 'U/A 16+ rating i.e., suitable for persons aged 16 and above. Persons under 16 years old may view the content with parental guidance; and (e) 'A' rating i.e., suitable for persons aged at least 18. Customer agrees that it will prominently display the content rating along with a content descriptor informing the Users about the nature of the Content and advising viewer discretion where necessary, to ensure that the Users can make an informed decision prior to watching the Content. Examples of content descriptors include 'depiction of illegal or harmful substances', 'imitable behaviour', 'discrimination', 'horror' etc. Customer agrees that it will provide parents/ guardians of children with an option to implement parental locks for all content classified as 'U/A 13+', 'U/A 16+' and 'A', by requesting the Company to enable the same on the Media Platform.
• 12. Miscellaneous
• 12.1. No Partnership: Nothing in this Agreement will give rise to any partnership between the Company and the Customer. The relationship between Customer and Company is that of independent contractors.
• 12.2. Waiver: Any waiver by the Company of a breach by the Customer of any provision of this Agreement shall be limited to the particular breach and shall not operate in any way in respect of any future breach by the Customer, and no delay on the part of the Company to act upon a breach shall be deemed a waiver of that breach.
• 12.3. Licensing and Setup Fees: The Customer shall provide to the Company payment for licensing and setup fees. The Services will be made available to the Customer subject to all payments provided timely to the Company. In the event that the payment is not provided by the decided date as mentioned in the Agreement, the Company shall be under no obligation to provide the Services.
• 12.4. Notification Procedures and Changes to this Agreement: Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to Digivive must be addressed to: A-48 Hartron Complex, Electronic City, Phase IV - Udyog Vihar, Sector 18, Gurugram, Haryana, India. Digivive may provide notifications to you, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Digivive in our sole discretion. Digivive reserves the right to determine the form and means of providing notifications to our Customers, provided that you may opt out of certain means of notification as described in this Agreement. Digivive is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Digivive may, in its sole discretion, modify or update this Agreement from time to time, and so you must review this page periodically. When we change the Agreement in a material manner, we will update the 'last modified' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Service.
• 12.5. Severance: In the event any part of this Agreement is held to be invalid the remaining portion of these Agreement shall remain binding on the Parties.
• 12.6. Force Majeure: The Company shall not be liable for non-delivery, delay in delivery or installation, performance warranty obligations, or any other impairment of performance hereunder in whole or in part caused by the occurrence of any contingency beyond the control either of the Company or the Company's suppliers including but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act or action of any government or any agency or subdivision thereof, including any act or action by way of any statute, sale guidelines/regulations or any other act or action whatever judicial action, labour dispute fire accident, explosion, epidemic, pandemic, quarantine restrictions, or flood, lightning, earthquake or other Act of God, or shortage of labour, fuel, raw material or machinery failure etc (each a Force Majeure Event). The existence of a Force Majeure Event will not affect the Customer's obligations to make the payment of the charges and Fees. If any such contingency occurs, the Company may allocate the Services under the Agreement to any of the Company's customers in its sole discretion and the delivery requirements and/or price of the Services purchased under the Agreement may be amended accordingly after informing the Customer.
• 12.7. Export: You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from Company, or any products utilising such data, in violation of the Indian export laws or regulations.
• 12.8. Dispute Resolution and Governing Law: Any dispute or claim arising out of or in connection with this Agreement shall first be attempted to be resolved through good faith discussions between both the Parties within fifteen (15) days of notice of the dispute. If unresolved, the dispute shall be subject to the exclusive jurisdiction of the courts of New Delhi
• 12.9. Audit Rights: The Company reserves the right, upon reasonable prior notice and during normal business hours, to audit the Customer's use of the Service for compliance with the terms of this Agreement. The Customer shall cooperate in good faith and provide access to relevant records
• 12.10. No Assignment: Customer shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that Customer may assign this Agreement in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, or other operation of law. The terms of this Agreement shall be binding upon the Customer and their respective successors and permitted assigns.
• 12.11. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
• 12.12. Entire Agreement: This Agreement, including all exhibits, schedules, annexures and addenda hereto constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail.