This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
Please review these Terms carefully before using the Services because they affect your rights. By using any of the Services, you accept these Terms and agree to be legally bound by them.
We may change these Terms at any time without notice. You can review the most current version of these terms by clicking on the “Partner Terms and Conditions” hypertext link located at the bottom of our web page on the Website. You are responsible for checking these Terms for changes periodically. If you continue to use the Website after we post changes to these Terms, you are signifying your acceptance of the updated Terms.
2. RIGHT TO CHANGE:
- We reserve the right to discontinue or change any service or feature on the Website at any time and without notice.
3. YOUR RESPONSIBILITIES/LIABILITIES:
You shall use the Website for lawful purposes only. You shall not submit or transmit through the Website any material, or otherwise engage in any conduct that:
- violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
- is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- impersonates any person, business or entity, including the Company and its employees and agents;
- contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
- encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
- You shall not use the Website in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of Website. You may not attempt to gain unauthorized access to any services, user/Partner accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce the Terms.
You shall not use the Website or any of our communication tools to transmit, directly or indirectly, any unsolicited bulk communications (including but not limited to e-mails and instant messages). You shall not harvest information about our users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. You shall not induce or allow others to use the Website to violate the terms of this section. We may terminate your access or use of the Website immediately and take any other legal action if you, or anyone using your access to the Website violates these provisions. We may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within our computer or communications networks.
5. PROPRIETARY RIGHTS
- We, our suppliers, and our users who lawfully post text, messages, information, software, images, audio and video, etc. (“Content”) on the Website own the property rights to that Content. The Content is protected by international treaties, and by copyright, trademark, patent, and trade secret laws and other proprietary rights. For example, we own a copyright in the selection, organization, arrangement, and enhancement of the Content, as well as in our original Content. The look and feel of our colour combinations, button shapes, and other graphical elements on the Website are our trademarks.
- This Website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics and its reproduction is prohibited.
- The results and proceeds of the Services hereunder (the “Results and Proceeds”) shall be deemed to be a work-made-for-hire for Customer prepared within the scope of the employment and/or as a work specifically ordered and paid by Customer, and therefore, Customer shall be the exclusive licensee authorised thereof for use for all purposes throughout the universe, in perpetuity, in any and all formats and media now known and hereafter devised and in all languages of the said Results and Proceeds and work. For the avoidance of doubt, the Results and Proceeds shall include the final edits only.
6. LICENSE TO USE
Unless otherwise stated, the Company and/or its licensors own the intellectual property rights in the Website and material on the Website. Subject to the license below, all these intellectual property rights are reserved. You may view, download for caching purposes only, and print pages from the Website for your own personal use, subject to the restrictions set out below and elsewhere in these Terms.
You must not:
- republish material from this Website (including republication on another website) unless the material is owned by you;
- sell, rent or sub-license material from the Website unless the material is owned by you;
- show any material from the Website in public unless the material is owned by you;
- reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;
- Where content is specifically made available for redistribution, it may only be redistributed within your organization; and/or
- Any such use of the Website and/or its material, otherwise which shall be opposed by us.
- On request of registration information from you to set up a partner account, you must provide us with accurate and complete information and must update the information when it changes.
- You are responsible for maintaining the confidentiality of your merchant account login names and passwords, and must not permit use of your account by anyone.. You accept responsibility for all activities, charges, and damages that occur under your merchant account, including unauthorized use of your merchant account. If you have reason to believe that someone is using your merchant account without your permission, you should contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use.
- Sweepstakes, contests, and promotions on the Website may also have additional rules and eligibility requirements, such as certain age, amount of purchase, geographic area restrictions, etc. You are responsible for complying with these rules and requirements.
- The Website will act as a platform as a service for the booking of curated shoots by customers for which StudioOnCloud shall select the partner appropriately as agreed to under these Terms.
- The Company shall provide the budget of an expected service and such budget will be mutually decided in writing between the Company and such chosen Partner allotted having agreed to provide the service in the provided budget.
- The payment will be made to the Partner within 30 (thirty) days upon successful completion of the delivery of the services and payment received by the customer towards a transaction for the Partner’s services for an order placed on the Website at the price as agreed under clause 7.b.
- All payments are subject to applicable taxes to be borne by each party individually.
- Any travel, equipment, handling costs/charges and/or any overhead costs directly related to the Partner’s services shall be borne by the Partner.
- The Company shall make payments as per the mutually agreed written terms.
- The Partner has right to use the name under which the Partner is identified and registered.
- The Partner shall comply with all applicable laws and regulations.
- High resolution files of the Results and Proceeds have to be provided by the Partner to the Company within stipulated time and through a platform mandated by the Company. Costs incurred for use of such platform including without limitation data bandwidth charges, shall be borne by the Partner.
- The Partner shall include the price for and procure the equipment listed by the Company subject to the Partner’s area of expertise/empanelment. Further, the Partner shall bear any and all travelling expenses to execute the orders unless explicitly stated otherwise by the Company in writing.
- The Partner represents that the services are of the standard quality of the representative and do not violate or infringe any intellectual property rights and/or third party rights
- The Partner shall take all reasonable steps to maintain the brand reputation and goodwill of the Company and Website.
- The Partner will be solely responsible for the use and consumption of the Partner’s services and any and all content uploaded and/or used and/or on the Website in relation to the Partner’s services. The Partner allows the Company to use/exploit the content uploaded by the Partner on the Website until the termination and/or expiration of this Agreement.
- The Partner’s performance under this Agreement will not violate or conflict with any other agreement to which the Partner is a party to.
- The Partner shall not use the Website services, directly or indirectly, for any fraud or to interfere with the use of the Website services.
- The Partner shall not directly or indirectly contact or communicate with the customers of the Website for the duration of the Agremeent and for a period of 2 (two) years from the date of termination of the Partner’s association with the Website and the Company.
- The Partner shall provide all documents and/or detailed information as required by the Company from time to time.
- The Partner shall maintain confidentiality of any and all information shared by the Company, at all times.
- The Partner shall be held responsible for any legal action that due to any default arising out of the use and/or consumption of the Partner’s services and the breach of the Terms and the Partner shall indemnify the Company from all actions that may arise as a result of such breach or any default or act of fraud.
- The Partner shall be solely responsible for his/her inactions including without limitation any loss and/or damage to his/her equipment and/or products during servicing any customer appointed through the Website. The same shall be applicable in case of any loss and/or damage done to equipment or otherwise of the client due to fault of the Partner.
- The Partner agrees that the end use, i.e. the client shall be held responsible for any mishap, accident, personal injury, losses, damages and/or any default including without limitation any loss of/damage to equipment that occurs during the provision of the services availed through this Website for fault arising due to gross negligence or misconduct on part of the Customer.
- The Partner shall neither be given any credit nor shall have any right to post and/or give previews of such service provisions on any mediums including without limitation social media.
- The Partner agrees to immediately delete and remove any and all materials, i.e. raw footage, files, negatives, etc. from any and all equipment and/or devices used for such service provision through the Website., after the completion and complete delivery of all such data as mentioned above to the Company.
- The Partner agrees and understands that the Partner will not accept any monies and/or additional monies directly from the client.
- Any transaction both effected and completed through the Website including but not limited to the contract of purchase and sale between Partner and purchaser will apply to such Terms.
- A transaction can only be deemed to have completed once the Partner has been paid in full for their services and can confirm this by providing evidence of cleared funds from purchaser in Company bank account.
- Unless otherwise stated, all payments are quoted in Indian Rupees. You are responsible for paying all fees as well as all applicable taxes for services of the Website.
- Further, we are not responsible for any loss or damage arising directly or indirectly to you due to lack of authorization for any/a transaction, exceeding the preset limit mutually agreed by you and between your bank/s, or any payment issues arising out of the transaction, or decline of transaction for any other reason/s. using third party banking/money exchange services.
- We reserve the right to cancel any order at Company’s sole discretion, under a situation where we are not able to meet the requirement of the order placed or order so placed/cancelled does not comply with our policies or for any other reason. However, we will ensure that any communication of cancellation of an order, so cancelled, is intimated within appropriate time to the concerned person and any applicable refund will be made in reasonable time
9. RETURNS AND REFUNDS POLICY:
Please refer to FAQ section on the Website.
10. WEBSITE SECURITY RULES:
- Users are prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mail bombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.
- This Website is designed for parties who can legally make binding contracts under applicable law. Therefore, minors are not allowed to use, access, or register as a user on this Website.
- You are also expected to follow all laws and regulations that may be associated with any of the activities involved with the use of the Website. You are also expected to pay for any statutory fees or applicable taxes that may be associated with the activities from this Website.
11. PUBLIC ACCESSIBLE CONTENT
Certain areas of the Website may allow you to post content that can be accessed and viewed by others, including the public in general. You may only post content to public areas on the Website that you created or that you have permission to post. You may not post content that violates the Terms. We do not claim ownership of any content that you may post. However, by submitting content to public areas of the Website, you grant us, our affiliates, and distributors the right to use, copy, display, perform, distribute, adapt and promote this content in any medium.
You agree that we are not liable for the content that is provided by others. We have no duty to pre-screen content, but we have the right to refuse to post or to edit submitted content. We reserve the right to remove content for any reason, but we are not responsible for any failure or delay in removing such material.
13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
We respect the intellectual property of others. If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please contact us to report the possible copyright infringement.
Website may include links to third party websites, including links provided as automated search results. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links do not mean that we endorse these third party sites or services. You acknowledge and agree that we are not responsible or liable for any Content or other materials on these third party sites. Any dealings that you have with advertisers found on Website are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser. You shall not create a link to this Website from another Website or document without the Company’s prior written consent.
15. DISCLAIMER OF WARRANTIES:
- We provide the Website “as is” and “as available.” We make no express warranties or guarantees about the Website. To the extent permitted by law, we and our suppliers and affiliates disclaim implied warranties that the Website and all software, Content, services and products distributed through the Website are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need, or non-infringing.
- Without prejudice to the generality of the foregoing paragraph, we do not warrant that:
- this Website will be constantly available, or available at all; or
- the information on this Website is complete, true, accurate or non-misleading
- Nothing on this Website constitutes, or is meant to constitute, advice of any kind.
16. LIMITATION OF LIABILITY:
Your sole and exclusive remedy for any dispute with us is to discontinue your use of the Website. Our liability, or the liability of our affiliates and our suppliers for any and all claims relating to the use of the Website is limited to the amount of charges/fees, if any, paid by you to the Company for a specific service. We, our affiliates, and our suppliers shall not be liable for any direct, indirect, special, incidental, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses arising (in any manner whatsoever, including but not limited to negligence) out of or in connection with the Website, services provided by the logistics partner, services provided through the payment gateway on the Website or any other services of the Website arising from your use of, inability to use, or reliance upon Website. The Company, its associates, affiliates, service providers and technology partners make no representation or warranties about the accuracy, reliability, completeness and/or timeliness of any content, information, software, text, graphics, links or communications provided or on through the use of the Website or that the operation of the Website or the Logistics partner will be error free and/or uninterrupted. The company provides no guarantee to its users in respect of the products used for provision of the services through the Website. We assume no liability whatsoever for any monetary or other damage suffered by you due to delay, failure, interruption, or corruption of any data or other information transmitted in connection with the use of the Website
You agree to defend, indemnify, and hold harmless us and our affiliated companies, and our respective employees, contractors, officers, directors, Customers and agents from any and all actual and/or perceived losses as determined by the Company, liabilities, claims, demands and expenses, including attorney’s fees, and penalties imposed, if any, that arise from your use or misuse of the Website, breach of the Terms including rules and policies incorporated herein under any applicable law.
18. INTERNATIONAL USE:
We make no representation that the Content on the Website is appropriate or available for use in locations outside India, and accessing it from territories where the Content is illegal and/or prohibited. If you choose to access the Website from a location outside India, you do so, on your own initiative and you are responsible for compliance with local laws..
- Without prejudice to the Company’s other rights under the Terms, if you breach these Terms in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your Internet Protocol address from accessing the Website, contacting your internet service provider to request that they block your access to the Website and/or bringing court proceedings against you.
- Further, it is clarified that unauthorised use of this Website may give rise to a claim for damages and/or be a criminal offence.
This contract and any supplemental terms, policies, rules and guidelines posted on Website constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Your right to use the Website automatically terminates if you violate these Terms or any rules or guidelines posted in connection with the Website. We also reserve the right, in our sole discretion, to terminate your access to all or part of the Website, for any reason, with or without notice.
22. GOVERNING LAW AND JURISDICTION:
- These Terms and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of India and Courts in Mumbai shall have the exclusive jurisdiction.
Notwithstanding any other provision of these Terms, we may seek injunctive or other equitable relief from any court of competent jurisdiction.
- DISPUTE RESOLUTION
- Continuance of Performance
Notwithstanding the existence of any Dispute except for non-payment without justification, the Parties hereto shall continue to perform their respective obligations under these Terms throughout the Term of these Terms.
- Negotiation Period
The Parties shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Terms (“Dispute”) within 30 days after the date that a Party gives written notice of such Dispute to the other Party.
If, after such negotiation in accordance with this clause, the Dispute remains unresolved, either Party may require that a non-binding mediation take place. In such mediation, representatives of the Parties with authority to resolve the dispute shall meet for at least three hours with a mediator whom they choose together. If the Parties are unable to agree on a mediator, then either Party is hereby empowered to request the appropriate Courts at Mumbai to appoint a mediator. The mediator’s fee or expenses shall be paid one-half by each Party.
- Arbitration of Disputes
- Disputes that remain unresolved after mediation will be resolved through binding arbitration. All such disputes that have not been satisfactorily resolved under the clause above shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Irrespective of the Arbitration/dispute resolution proceedings, the Parties shall continue to perform their respective obligations under this Terms, during the Term of the Terms, except for non-payment without justification and / or unless the nature of the dispute is such that a Party is unable to perform its obligations without the resolution of the Dispute under the Arbitration/other proceedings.
- The arbitral tribunal shall consist of a Sole Arbitrator to be appointed upon mutual consent of the Parties. If no agreement could be reached on the appointment of the Sole Arbitrator within a reasonable period (say one month of submitting the proposal), then the Parties shall resort to the remedy provided for in the Arbitration & Conciliation Act, 1996.
- The place of the arbitration shall be Mumbai and the language of the arbitration shall be English. Each Party shall bear its respective legal and arbitration costs.
- The award of the arbitral tribunal shall be final and binding on the Parties and shall be enforceable in accordance with its terms. The arbitral tribunal shall state reasons for its findings and the award shall be substantiated in writing. The Parties agree to be bound by the decision thereby and to act accordingly.
- The Parties agree that either Party may seek interim measures including injunctive relief in relation to the provisions of these Terms or the Parties’ performance of it from any court of competent jurisdiction.
- The Parties expressly waive and forego any right to punitive, exemplary, or similar damages in connection with any Dispute and no such damages shall be awarded or provided for in any Dispute resolution proceeding under or in aid of this Article.
- Continuance of Performance
- Survival of Arbitration Provisions
The provisions of this clause shall survive any termination of these Terms for any reason whatsoever and shall apply (except as provided herein) to any disputes arising out of this Terms.
- Both the Company and the Partner shall not be liable by reason of failure or delay in the performance of our obligations under these Terms if such failure or delay is caused by acts of God, war or any other cause beyond its control and without our fault or negligence provided.
- No changes to these Terms shall be made except by a revised posting on this page.
- If you do not agree to these Terms, you should immediately stop using the Website. If you want to delete your account on the Website, please use contact instructions posted on the Website at which you obtained the account.