Terms and Conditions

(Last Updated: 24th Mar, 2017)

Seventynine is part of SVG Media Pvt. Ltd., a company registered under the provisions of the Companies Act, 1956, and having its registered office at D-119, Lajpat Nagar-1, New Delhi - 110024 (hereinafter referred to as “Company”) is India’s.
The Company offers affiliation to parties desirous of hosting advertisements.

This Service Agreement (this “Agreement”) is a legal agreement between SVG Media Private Limited, a company incorporated in accordance with the laws of India (“Us” or “We” or “SVG” ), and you (together with the business entity, if any, that you represent, the “Client” or “You” or “Your”). SVG and Client are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between SingleInterface and the Client in connection with the SingleInterface service or services for which Client has purchased a subscription (the “Services”).

DEFINITIONS

In this Agreement, unless inconsistent with or otherwise indicated by the context
  • “ Agreement” means this agreement
  • “Business” means all businesses in which the Company is currently engaged, or may be engaged in the future, including but not limited to, offering digital media solutions through a host of platforms including Web, Mobile and DTH
  • “Campaign” means an advertisement, or series of advertisements hosted by the Company on behalf of any of its clients
  • “Client(s)” mean the clients of the Company
  • “Confidential Information” means all non-public or proprietary information relating to the business of Company, which Confidential Information may include, but not necessarily be limited to customer lists and other customer data, business volumes or usage, financial information, pricing information, software, manuals, information concerning business plans or business strategy, presentations, proposals, and all information related to the party’s current, future, and proposed products and services
  • “Effective Date” means the date on which you confirm your acceptance to the terms and conditions of this agreement
  • “Intellectual Property” means all present and future rights of the Company in and to patents (including patent applications and invention disclosures), copyrights, trademarks, service marks, technology, inventions, know-how, designs, databases, moral rights, formulae, processes, methodologies, techniques, trade secrets, ideas, artwork, software, works of authorship, and any document or other materials embodying any of the foregoing, whether or not any of the same are patentable or copyrightable, and related documentation
  • “Party” or “Parties” means, unless there is something in the context repugnant thereto, Company or You, or both
  • “Services” mean the collection of all services offered by Company to its clients

The headings in this Agreement are for convenience only and are in no way to be construed as a limitation to, or an extension of, the scope of the particular paragraphs to which they refer.

INTRODUCTION

The Company is desirous of enlisting various interested parties as its publishers for hosting its campaigns on their respective websites. By the clicking on the “Become a Publisher” link, You have expressed Your desire to become a publisher for the Company. Now therefore, incorporating by this reference the foregoing recitals, the parties agree as follows:

APPOINTMENT AS A PUBLISHER/ ADVERTISER

  • By clicking on the “I Agree Link”,You shall be agreeing to be appointed as a publisher/ advertiser of the Company
  • Pursuant to being appointed as a publisher of the Company, You grant exclusive rights to the Company to run its Campaigns on Your website
  • The Company is entitled to enter into similar agreements with other parties at any time and at its own discretion, unless the parties agree otherwise in writing
  • You are precluded from entering into similar agreements with competitors of the Company

SERVICES

  • You shall maintain and share with the Company, precise and up-to-date data of all advertisements and campaigns initiated with the publishers on behalf of the Company, in order to enable the Company to run regular checks on the quality and efficacy of their campaigns
  • You shall, on a requisition by the Company, provide all data relating to impressions, clicks or other relating to the campaign so as to enable the Company to reconcile the same with its own data
  • You shall not provide any traffic that may be communal in nature, stir up religious sentiments, sexually explicit, gender discriminatory, caste-creed discriminatory, racism, defamatory or libellous to any person, organisation etc
  • Data of the Company shall be final and binding on both parties in case of any differences in the reconciliation done between the data of the Company and data provided by you

COMMERCIAL TERMS

  • The Company will deduct all necessary taxes from the payment to be made to You
  • Invoice shall be accepted by the Company only when it complies with all policies of the Company and all laws applicable in and out of India
  • Payment shall be made after 60 days from the date of acceptance of the invoice by the Company as per clause 5.2 above unless otherwise agreed to in writing
  • Payment by the Company shall be dependent upon Clients providing such funds to the Company, and therefore, You agree that the Company shall only be liable to You for payments to the extent that the Company has received such funds from the Clients. You hereby release the Company from any claim for Payments if the Company has not received such funds from the Clients
  • Commercials as agreed from time to time shall be inclusive of all indirect taxes unless otherwise agreed in writing

DURATION AND CHANGES

  • This Agreement will begin on the Effective Date and will continue to be in force unless terminated in accordance with the provisions of this Agreement
  • No changes shall be made or deemed to be made to this agreement without the express written consent of the Company

TERMINATION

  • This Agreement may be terminated by either party in the event that the other party fails to perform any of its obligations under this Agreement and, in spite of demand having been made on it by written notice, persists in such failure for a period of 30 (thirty) calendar days after the issue of such demand
  • The Company is entitled to terminate this Agreement for its own convenience at any stage, and without providing any reasons, by giving fifteen (15) days’ written notice to You
  • Termination for Cessation of Business or Insolvency: Either party may terminate this Agreement immediately upon written notice to the other: (i) if the other Party ceases to do business, or otherwise terminates its business operations or (ii) if the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other Party and not dismissed within three sixty days (360) days of being put to notice of the same

CONSEQUENCES OF TERMINATION

  • The Company will cease to be under any obligation to use your website for running ad campaigns
  • The Company will cease to be under any obligation to pay any commercials for purchases made after the date of termination of this Agreement
  • You will invoice the Company for any outstanding commercials immediately upon termination of this Agreement
  • Notwithstanding the termination of this Agreement for any reason, the terms and conditions of this Agreement shall remain in effect to the extent necessary for both parties to fulfill their outstanding obligations to each other
  • All provisions of the Agreement that are intended to survive the termination, by nature or because such has expressly been provided for in the Agreement, shall survive such termination. These provisions include, but are not limited to, provisions regarding intellectual property, warranty disclaimers, indemnity and limitations of liability and applicable law

RELATIONSHIP OF THE PARTIES

  • This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Nothing on any purchase order or preprinted form shall add to or vary the terms of this Agreement
  • Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement

INTELLECTUAL PROPERTY

  • Publisher acknowledges that the Company is and will remain the proprietor of the Intellectual Property

CONFIDENTIALITY

  • Each Party (“Recipient”) acknowledges that it might receive from the other party (“Providing Party”) confidential information inter alia relating to the Providing Party’s business. Each Recipient hereby agrees to keep confidential all Confidential Information of the Providing Party, and to use it only as necessary to perform its obligations hereunder, and not to disclose any such Confidential Information to any third parties without the prior written consent of the Providing Party, except the Recipient may disclose such Confidential Information without prior consent as long as such disclosure is to the Recipient’s authorized legal and financial representatives with a need to know and then only for purposes of representing Recipient’s interests under the Agreement.
  • The term “Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) become available on a non-confidential basis from a source which is entitled to disclose it, or (iii) is developed by a Party without the benefit or use of information disclosed hereunder.

REPRESENTATIONS BY YOU

  • To the maximum extent permitted by law, You acknowledge and agree to indemnify and hold harmless the Company, its affiliated companies, its contractors, its licensors and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising from third party claims, violations of agreement and any applicable laws or regulations including any privacy and data protection laws and regulations that relate to your activities as a Publisher of The Company. 'Applicable laws and regulations' include laws and regulations in any jurisdictions in which your services may be offered or made available
  • You agree to indemnify from and hold harmless, the Company and all parties claiming through it, against any and all claims from third parties resulting from any act of omission or commission on your part, including but not limited to such claim being based upon a breach of any (international) laws, regulations, in breach of any intellectual property rights or is otherwise considered unlawful
  • You hereby represent and warrant that this Agreement constitutes legal, valid, and binding obligation, enforceable in accordance with its terms and that you have the authority to enter into this Agreement
  • You hereby represent and warrant that the campaign shall not run on incentivized traffic, illegal platform, such link which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that the Company informs you that it considers objectionable (‘prohibited mode’). If campaign is found to run on any of the prohibited mode then the Company shall not be liable to make any payment for any of the Campaign(s) so run

EXCLUDED AND LIMITED LIABILITY

  • The COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, BUSINESS OPPORTUNITY, OR THE LIKE, WHETHER FORSEEABLE OR NOT) ARISING OUT OF OR RELATING TO THIS AGREEMENT, IT’S PERFORMANCE HEREUNDER, OR ANY INTERRUPTION OR DISRUPTION OF OR BY ANY OF THE FOREGOING, EVEN IF THE COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE)
  • In NO EVENT SHALL the COMPANY BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF THE COMPANY
  • In NO EVENT THE TOTAL LIABILITY OF THE COMPANY UNDER OR IN CONNECTION WITH THE CONTRACT SHALL EXCEED THE ENTIRE CONTRACT VALUE OR THE VALUE OF SERVICES RENDERED WHICHEVER IS LOWER

CONTACT DETAILS AND NOTICES

  • Notice The Company elects its contact details for correspondence and notices as set out below. This information may be changed by giving 10 (ten) business days’ notice to you in writing (email being the preferred communications means):

The Company’s postal address:
Kind Attn : Mr. Ashwani Mehta
SVG Media Pvt. Ltd.
Plot No. 426,
Udyog Vihar, Phase-3, Gurgaon – 122016
e-mail : ashwani.m@svgmedia.in

GOVERNING LAW & DISPUTE RESOLUTION

  • This Agreement is governed by the laws of the India. Any disputes relating thereto will be adjudicated upon by a Sole Arbitrator to be appointed by the Company. The venue of the arbitration shall be New Delhi

SEVERABILITY

  • If any provision of this Agreement is held invalid or unenforceable, the said provision shall be deemed to severable from the rest of the agreement, which shall continue to hold force

NO WAIVER

  • You agree that in case the Company does not exercise or enforce any legal right or remedy, this will not constitute a formal waiver of the Company’s rights.

ASSINGMENT

  • The Company may at any time and without giving notice to You assign its rights arising out of this agreement with You. You may not assign your rights under this Agreement to another party without the prior written consent of the Company. The Company is entitled to attach conditions to its consent, including but not limited to the condition that the successive party consents to and agrees to be bound by the provisions of the Agreement.

WHOLE AGREEMENT

  • This Agreement constitutes the whole Agreement between the parties relating to the subject matter hereof and no amendment, alteration, variation or cancellation of this document will be valid without the express written consent of the Company

PRIVACY AND INFORMATION

  • In order to continually innovate and improve we may collect certain usage statistics from the Devices, including but not limited to, information on how the Devices are being used.
  • The data collected is examined in the aggregate to improve the ads ecxperience for users and Developers and is maintained in accordance with Seventynine's ( SVG Media Pvt. Ltd. ) Privacy Policy. To ensure the improvement of Ads, limited aggregate data may be available to you upon written request.

INDEPENDENT INVESTIGATION

  • You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program

By clicking on this link, you agree that you have thoroughly gone through the terms, conditions and stipulations of the above agreement and you agree to be bound by the same at all times

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