How to manage information as a Manager

Arrangement

1. This software platform developed/ managed /operated by Us is to help/assist in providing/delivering the video/digital content production which includes a network (“Platform”) and connects brands, agencies, businesses and production companies with verified film production teams and film makers with the persons accessing this Platform desiring to avail any service mentioned/ listed on the Platform (“Client/ Customer/ End User”).
2. You shall register yourself on the Platform as a service provider, be a part of the collaborated network on the Platform and shall provide such services as per the requirement of the Client.
3. You agree to provide services either severally or jointly along with Us and the individuals/entities listed on the Platform providing services in the line of/ ancillary to Business/Platform (“Other Services Providers”) as per the request of the Client.
4. You agree to deliver the services as per the request/requirement of the Client anywhere in the world and also agree to be the delivery partner/creative partner for Us.
5. You shall take full ownership and liability towards the services offered by You and shall be held responsible/liable for any deficiency in Your services provided to the Client.

Project

1. “Project” shall mean and include those services the Client intends to avail through the Platform.
2. The Project commissioned through the Platform shall be in the following manner:
   • by the Client using the tools available on the Platform or
   • by Client choosing the services to be availed through the Platform or
   • with the assistance of the Account Manager of this Platform if the Client requires consulting, planning and other support (“Project Management Services”) from Us.

1. “Account Manager/Project Manager” shall be such representatives as designated by Us based on the request/understanding with the Client on the Platform to assist the Clients with the Project.
2. In case of requirement of Project Management Services from Us, every Client shall brief/ summarize the Project as per their requirement by accessing the Platform to an Account Manager listed therein. The Account Manager shall develop the project scope and recommend a team to advise on workflow, approval and every aspect for the completion of the Project and shall be responsible for handling Client queries and to facilitate the Project development and delivery.
3. The Project requires information such as the scope of work, schedule of production and the completion details along with the timelines from the Client. The deliverables along with the timeline of every Project shall be as mutually decided among You, Us and the Clients depending on the Project on case to case basis or as provided/agreed on this Platform.
4. The Project handed over/ delivery to the Client shall be either by uploading it on the specific location on cloud as provided or intimated by Us to You/Other Service Providers or as per Our instructions/ as specified on this Platform.

Exclusivity and Promotional Activities

1. We agree to advertise, market and promote the services offered by You to the Clients on a non-exclusive basis and You may promote/ list Our name as Your film maker partner on Your website.
2. Notwithstanding anything provided herein, You cannot during the subsistence of this GTAC carry on business with any other video content production network/film maker network/ any other platform which is a curated network, other than this Platform but You reserve the right to enter into business with other independent makers, television channels, brands, corporates, advertising agencies, other non-curated market places and production houses.
3. You shall provide access to Your select high quality original creations to showcase on this Platform for the purpose of promotional activities and We agree to promote You by showcasing Your creations on this Platform for the marketing presentations and show reels.
4. Both of us agree to accord a preferred partner status to each other and only upon the refusal from any of us to take up any assignment, we can proceed to take up the services opted by the Clients from any third party. We also understand that We have a right to engage any other service providers listed on the Platform or otherwise, for the same services as provided by You.
5. Both of us shall provide reasonable quantities of the standard marketing, sales and technical literature to promote the products and services (collectively, “Marketing Materials”).
6. You shall not copy, modify, alter, adapt or create derivative works based on Our Marketing Materials.

Payment Terms

1. The Clients may either choose the services provided by You through the Platform or they can choose to avail Our Project Management Services for the completion of the desired Project for the Client.
2. We shall charge a variable commission (“Commission”), exclusive of applicable taxes on the total fee for the Project or the fee charged by You for the services provided by You, for running the Platform/ bringing in suitable opportunities/ providing select free maker tools in consideration for showcasing/ promoting You on the Platform and in relation to the Platform. We shall make the necessary deductions of the Commission before the payment of the fee to You.
3. We shall make the payment to You when the completed Project is handed over to Us/ uploaded on the cloud/ as per Our instructions on the successful completion of the Project after the deduction of the Commission on terms mutually accepted between both of us and as per the options available on the Platform.
4. Both of us shall be severally responsible for the necessary compliance with the Service tax and any other statutory dues as may be applicable respectively.
5. The Project shall be deemed to be completed when You hand over the completed Project along with the raw and processing files to Us/ upload on the cloud as per Our instructions in case of choosing Our Project Management Services or shall be as mutually agreed between both of us.

Intellectual Property

1. Intellectual Property Rights” shall include any and all rights, including without limitations, patent right, trademark, marks, domain names, design rights, copyrights, database rights, know-how, trade secrets, and other similar rights in the inventions, discoveries, intellectual creations, business, or services (in each case whether or not registered or registerable and including all applications for any registerable rights), throughout the world, for the full duration of such rights;
2. The Intellectual Property Rights arising/in connection with Project commissioned through the Platform shall vest with Us/the respective Clients and You shall not have any rights whatsoever on the Intellectual Property Rights on the Project.
3. We/ You agree
   • to respect each other’s Intellectual Property Rights.
   • exercise reasonable due diligence to ensure the confidentiality of such intellectual property within their respective organizations and otherwise,
   • not to use each other’s intellectual property after the expiry or termination of this arrangement, unless otherwise expressly agreed in writing.

1. We/ You agree that We/ You do not gain by virtue of this arrangement any rights to any inventions (whether patentable or not), copyrights, patents or patent applications, designs, trade secrets, trademarks, know how or any other intellectual property rights (whether registered or not) which belongs to or is owned by the other.
2. We/You agree not to make any public statements disparaging each other’s Intellectual Property Rights, products or services during the Term or after the expiry/ Termination of this arrangement.
3. You grant a limited, worldwide, non-exclusive, royalty free license to access and use for the purpose of publishing and showcasing Your creative works/content on this Platform and networking with Other Service Providers on this Platform subject to maximum permissible limit under the applicable law.
4. You acknowledge and agree that You shall provide the services as per the request of the Client under this arrangement to Us/on the Platform on a “work-for-hire” basis unless otherwise agreed between this Platform and the Client. You further acknowledge and agree that all the Intellectual Property Rights, whether existing at the time of this arrangement or developed in pursuance hereto, shall be and remain Our property and You shall obtain no proprietary rights or interest of any kind over any such Intellectual Property Rights including the Intellectual Property Rights on any Project.

Non-solicitation and non-compete

1. You covenant that You will not during the subsistence of this arrangement and for a period of 1 (one) year post termination/expiry of this arrangement, without Our prior written consent, in connection with carrying on of any business similar to or in competition with Our business of this Platform, on Your own behalf or on behalf of any person, firm or company directly or indirectly:
   • Seek to do business with any person, firm or company separately unless otherwise provided in this arrangement, who has at any time done business with Us or been Our Customer / Other Service Providers on this Platform and with whom We/ Other Service Providers on the Platform have had commercial transactions; or
   • Endeavour or entice away from Us/ Other Service Providers on this Platform, any person employed or engaged by Us/ Other Service Providers and with whom We/ Other Service Providers on this Platform have worked at any time.
   • recruit, solicit or induce, or attempt to induce, Our employee or contractor / employee or contractor of Other Service Providers on this Platform to terminate their employment or contractual relationship with Us/ Other Service Providers on this Platform.

1. You shall not during the period of this arrangement and for a period of 1 (one) year post termination/expiry of this arrangement, and without Our previous consent in writing, engage or interest either directly or indirectly with any other Platform which is in a nature similar to or competitive with that carried on by Us.
2. We shall not seek to directly do business with Your Clients whose names have been communicated in writing to us by You without Your consent or without giving you first right of refusal to participate in the project.

Confidential Information

You (“Receiving Party”) shall keep any documents, data, information, disclosed orally or in written form (“Confidential Information”) by Us (“Disclosing Party”) under this arrangement confidential. At the instruction of the Disclosing Party, Receiving Party shall destroy or return all Confidential Information as held or transmitted in relation to the arrangement contemplated herein. Confidential Information shall not include information which:

• is known to Receiving Party at the time of disclosure or becomes known to Receiving Party without breach of this GTAC;
• the information which was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it; or
• is approved for release upon a prior written consent of the Disclosing Party;
• independently developed by the Receiving Party without any utilization of Confidential Information of Disclosing Party
• is required to be disclosed by applicable laws, court order, or regulations provided that the Receiving Party notifies the Disclosing Party and provides the Disclosing Party the opportunity to challenge or seek a protection order for the Confidential Information.

Rights and obligations

1. We reserve the right to update the terms of this Platform from time to time, and We may change any content published on this Platform at any time.
2. We do not guarantee that this Platform or content on it, shall be free from errors or omissions.
3. We reserve the right to copy, transmit, distribute, publicly perform and display (all content provided to Us or hereafter created) and make derivative works from content provided by You for the purposes of displaying and promoting the content provided by You on this Platform/ preserving the content for the purpose of disputes/legal proceedings and investigations.
4. We shall not be responsible, or liable to any third party, for the content or accuracy of any content provided by You on this Platform.
5. We reserve the right to add/delete any content provided by You on this Platform in Our sole discretion for any reason We deem fit.
6. We make no representations/ warranties that this Platform shall meet Your business/commercial needs.
7. We shall be responsible for operation/management and administration of this Platform.
8. We shall enlist You on the Platform for the purpose of advertising/promotions.
9. We have no liability or obligation under this arrangement unless explicitly stated herein.
10. You retain the ownership of Your content but on upload of any content on this Platform, You agree to waive all “moral rights” in such content.
11. You shall not use any content on this Platform of the Other Service Providers for commercial purposes without obtaining a prior approval from Us.
12. You agree not to access without authority, interfere with, damage or disrupt any part/ any equipment/ network/ any software used in the provision of this Platform.
13. You shall provide Your content which shall be in the spirit and letter of the standards prescribed by Us and shall not contain any defamatory, obscene, offensive material, that which promotes violence/ sexually explicit material, infringe any copyright, trademark, illegal activity, any content which shall be non-adherence to applicable laws and other standards as prescribed by Us from time to time.

Indemnification

You (“Indemnifying Party”) shall hold harmless, and indemnify the Company and its directors, officers, employees, agents, subsidiaries and other affiliates (collectively referred to as “Indemnified Party”), from and against any and all damages, costs, liability, and expense whatsoever (including attorneys’ fees and related disbursements) incurred by reason of:

• any failure by the Indemnifying Party to perform any covenant, obligations or agreement set forth in this GTAC;
• injury to any person or any damage to or loss of property to the Indemnified Party arising due to the negligence and/or willful misconduct of the Indemnifying Party.
• Breach of any representation and warranty by the Indemnifying Party.

Representation & Warranties

Both of us represent and warrant to the each other that

1. You/We have the power and authority to enter into such arrangements.
2. No authorization or approval from any third party is required in connection with the execution, delivery, or performance of this arrangement;
3. The execution, delivery, and performance of this GTAC does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which You/ We are otherwise bound.
4. The intellectual property owned by You does not infringe any third party intellectual property rights.
5. The content provided by You is accurate, complete and not misleading, genuinely held and is Your original work or is licensed and authorized by a third party to You to publish in entirety and is in compliance with the applicable laws of India.
Your content is/shall also be in compliance with the content standards as specified herein in this GTAC.
6. There is neither any legal constraint nor any litigation pending against You before any governmental authority which restrains or prohibits You from executing the transactions contemplated herein.

Term

1. We shall provide the services opted by the Clients severally/ jointly commencing from the date of signing up the form on the website (“Effective Date”) till the expiry of 3 (three) years from the Effective Date (Term).
2. We may renew the Term for an additional period in writing at the agreed mutual terms and conditions at least 30 (Thirty) days prior to the expiry of the Term.

Termination

1. Termination for Convenience: Notwithstanding the above, both of us may terminate this arrangement, by giving a thirty (30) days’ prior notice in writing to the other or by mutual consent.
2. Termination upon Cause: Except as otherwise expressly provided in this GTAC, either of us can terminate this arrangement with immediate effect if a Cause occurs, by providing a written notice of such Cause to the other and if such Cause is not cured within ten (10) days of the receipt of such written notice. Neither of us are relieved of any obligations incurred prior to such termination.
3. For the purpose of this Clause, “Cause” shall mean:
   • An unauthorized use or disclosure of Confidential Information or trade secrets, which use or disclosure causes material harm to either of us;
   • A material breach by any of us of the GTAC or any deficiency of service provided;
   • Any gross negligence or willful misconduct; or
   • Non-compliance of the Project timeline;
   • The content on the Platform is used by either of us for purposes other than what is approved/mentioned in the GTAC.

Effect of Termination

1. You shall not retain any copies of Confidential Information, whether in hard copy, electronic, or otherwise and You agree not to showcase the Project/ creative works which forms a part of Confidential Information after the termination of this arrangement.
2. Post termination of this arrangement, You shall have a limited right to use as mutually decided between the Parties, the details of the Clients and/or Projects jointly undertaken by both of us for the purpose of new client/marketing pitches or client referrals unless otherwise instructed.
3. You shall not make, publish, write, disseminate, communicate, or directly or indirectly make or cause any person or entity to communicate or make, any critical, disparaging, derogatory, adverse, libelous, slanderous, or defamatory remarks, comments, statements, or communications which would disparage or damage or is reasonably likely to disparage or damage Our personal or professional reputation of any of Our present or former employees, officers or members of the managing or directorial boards or committees including, but not limited to Our business.

Limitation of Liabilities

We shall not be liable to any Party with respect to any subject matter of this GTAC under any contract, negligence, strict liability or other legal or equitable theory for any special, indirect, or consequential, incidental or exemplary damages including without limitation, damages for loss of reputation, business profits, cost of procurement of substitute services, business interruptions or loss of information.

Dispute Resolution

GTAC shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of the courts of Bangalore, Karnataka. Any dispute arising out of or in connection with this GTAC shall be referred and resolved by arbitration as per the provisions of the Arbitration and Conciliation Act, 1996. The arbitration panel shall consist of a sole arbitrator appointed by both Parties. The language of arbitration shall be English and the venue of arbitration shall be Bangalore.

Primary Understanding

GTAC sets forth herein the primary points of our understanding with regard to the alliance of co-operation but are not intended to be exhaustive. GTAC shall supersede all previous verbal and written communication relating to its subject matter. It may be amended in writing only.

Binding Clauses

Notwithstanding anything to the contrary in this GTAC, the Clauses 3.6, 6, 9, 5, 6, 13, 15, 17 and 20 are binding and shall survive any expiration or Termination of this arrangement.

Severability

In the event that any provision in this GTAC is subject to an interpretation under which it would be void or unenforceable, such provision will be construed so as to constitute it a valid and enforceable provision to the fullest extent possible, and in the event that it cannot be so construed, it will, to that extent, be deemed deleted and separable from the other provisions of this GTAC, which will remain in full force and effect and will be construed to effectuate the purposes of this arrangement to the maximum legal extent.

Force Majeure

Neither of us will be responsible for any failure to perform due to causes beyond reasonable control (each such event, an event of “Force Majeure”), including, but not limited to, acts of terrorism, strikes, riots, embargoes, war, invasion, acts of civil or military authorities, fire, floods, explosion, earthquakes, accidents, delays in carriers, acts of God, and all other delays beyond the each other’s reasonable control, provided that You/ We give a prompt written notice of such Force Majeure event to the other Party within ten (10) Business Days. The time for performance will be extended for a period equal to the duration of the Force Majeure event, but in no event longer than thirty (30) days, post which this arrangement shall stand terminated.

Notice

Any notice under this GTAC shall be in writing and delivered by email, application notification or website notification after Your login.

Assignment

Neither this GTAC nor any right or obligation hereunder or part hereof may be assigned by You/ Us without the prior written consent of each other (any attempt to do so will be void).