‍Insertion Order Standard Terms and Conditions

Last updated: 19th January 2023

The following Terms and Conditions shall be deemed to be incorporated into any Insertion Order (the "Order") entered into between Mohalla Tech Private Limited (hereinafter referred to as "ShareChat" and shall include its successors-in-interest and assigns) and the company, advertiser or agency (hereinafter collectively referred to as the "Company" and shall include its successors-in-interest and permitted assigns) identified in such Order. The Company warrants that it contracts with ShareChat as a principal, notwithstanding that the Company may be acting as an advertising agency or media buyer or in some other representative capacity. In the event of any conflict between these Terms and Conditions and an Order, the latter shall prevail. The Order and these Terms and Conditions constitute a binding contract between the Company and ShareChat and are collectively referred to herein as the "Agreement".

1. Terms of Payment

All fees under the Agreement are exclusive of taxes, duties, GST or in any form. The Company shall pay at the rates prescribed by applicable law all GST (and/or other similar taxes where applicable) on the amounts due under the Agreement. In the event the Company fails to make timely payment or otherwise breaches the Agreement: (i) any amounts owed shall bear interest at the rate of twelve percent (12%) per annum from the date when payment is due until the date payment is received by ShareChat; (ii) the Company shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by ShareChat in collecting such amounts; and (iii) ShareChat reserves the right to suspend performance of its obligations under the Agreement or any other agreement with the Company.

2. Provision of Materials

The Company shall provide the advertising media, links, graphics, icons, and such other items (collectively, the "Materials") as may be necessary for ShareChat to publish the agreed promotion, link and/or advertisement (the "Advertisement"). The Materials shall be provided in accordance with ShareChat’s policies and specifications in effect from time to time as required under applicable laws, including Clause 9 below, including (without limitation) the manner of transmission to ShareChat, the lead-time prior to publication, and the requirements set forth herein and the Company shall be solely responsible for the Advertisements and the Materials in their entirety. Failure to comply with ShareChat’s policies and applicable law may result in a variety of consequences, including the cancellation of Advertisements that you have placed through the Order. ShareChat shall not be required to publish any Materials that are not received in accordance with such policies and specifications and reserves the right to charge the Company, at the rate specified in the Order, for inventory held by ShareChat pending receipt of acceptable Materials from the Company which are past due. The Company hereby grants to ShareChat a non-exclusive, royalty-free, worldwide, fully paid license to store (including in cookies and otherwise), use, reproduce and display the Materials (and the contents, trademarks and brand features contained therein) in accordance herewith.

3. Third Party Ad Serving

In the event ShareChat has approved the use of a third party server (the "Third Party Server") in connection with this Order, the following provisions shall also apply: (a) the Company shall post each Advertisement to a staging area and shall notify ShareChat of such posting at least two (2) business days prior to the date the Third Party Server is scheduled to serve such Advertisement. Such Advertisement shall be reviewed by ShareChat and must be approved in writing by ShareChat before it can be served by the Third Party Server; (b) the Company shall post all scheduling changes, new target URLs, new HTML specifications, new graphics and all other new or revised Advertisements (the "Revisions") to a staging area and shall notify ShareChat of such posting at least two (2) business days prior to the date the Company wishes such Revisions to take effect. Revisions shall not be implemented until approved by ShareChat in writing, which approval shall be at ShareChat’s sole discretion; (c) If the Company discovers that the Company or Third Party Server has served, or caused to be served, an Advertisement to ShareChat’s inventory in violation of this Agreement, the Company must immediately notify ShareChat of the violation (along with a written explanation) and remove the Advertisement from its placement or rotation on ShareChat’s inventory. Nothing in this Section shall limit any of ShareChat’s rights or remedies in the event of such breach; (d) In the event of cancellation or rejection of an Advertisement, the Company shall cause the Advertisement to be removed from ShareChat’s inventory and from its advertising rotation no later than two (2) hours after written notification from ShareChat; and (e) In the event the Company or Third Party Server serves the Advertisement, neither the Company nor Third Party Server may restrict the number of times an Advertisement shall be served to a user in any given period.

4. Right to Reject

ShareChat reserves the right to reject or cancel any Advertisement (or any element thereof), Order, campaign, URL or other link, space reservation or position commitment, at any time, for any reason whatsoever, including belief by ShareChat that the relevant Advertisement, Material or activity may subject ShareChat to criminal or civil liability or is materially adverse to ShareChat’s business interests. The fact that ShareChat has not rejected an Advertisement shall in no way reduce, limit or otherwise affect the Company’s responsibility and obligations under this Agreement. In the event ShareChat exercises its right to reject hereunder, ShareChat shall notify the Company in writing.

ShareChat reserves the right to reject, suspend, remove, deactivate, or not deliver any Materials or Advertisements, or ShareChat may suspend or terminate your access to the services provided under these Terms and Conditions with immediate effect if you breach any of the terms of Sharechat’s policies or violate applicable law, the Terms and Conditions or an Order.

Except as otherwise expressly provided in the Order, the Agreement is non-cancellable by the Company.

5. Positioning

Except as otherwise expressly provided in the Order, positioning of Advertisements within the targeted inventory is at the sole discretion of ShareChat. ShareChat may, at its sole discretion, modify or remove any portion of the targeted inventory (and use commercially reasonable efforts to substitute with similar inventory). Although ShareChat will use reasonable efforts to comply with start and end dates, ShareChat does not guarantee the date or dates of insertion of the Advertisement(s) and does not guarantee that the Advertisement(s) will not be displayed after the end date specified.

6. Delivery; Usage Statistics

Unless specified otherwise in the Order, ShareChat makes no guarantees with respect to usage statistics, levels of impressions, click-throughs, leads generated or actions taken, including without limitations, completed program downloads or installations. Possible reasons for differences between reported initiated and reported completed downloads or installations include but are not limited to: (a) mobile device connection failures, (b) inconsistency in download directories among mobile devices, and (c) failures of applications to operate on certain mobile devices.

7. Reporting

Unless reporting by the Company or a third party is expressly agreed to in the Order, the following shall apply: (a) the Company acknowledges that delivery statistics provided by ShareChat are the definitive and binding measurements of ShareChat’s performance on any delivery obligations provided in the Order; (b) no other measurements or usage statistics (including those of the Company) shall be accepted by ShareChat or have bearing on the Agreement; (c) ShareChat shall own all the campaign data obtained as a result of the display of the Advertisement(s), including click through rates, conversion rates, and any user data (the "Campaign Data"); and (d) the Company may use the Campaign Data only as reasonably necessary to fulfil its obligations under this Agreement, and shall comply with Section 8 and all applicable laws in using the Campaign Data.

8. Privacy, Use of Data

The Company shall comply with all applicable domestic and international privacy laws and regulations. In particular, the Company shall ensure: (a) that all sites linked to via an Advertisement conspicuously post a privacy policy that at a minimum (i) describes how the site operator collects, uses, stores and discloses information obtained from visitors to such site, and (ii) instructs visitors how to opt-out of the collection of such information; (b) compliance at all times with the privacy policies described in sub-section (a); and (c) the usage of reasonable means to protect the security of users’ personal information collected through sites linked to by Advertisements, such as encryption and password access. ShareChat reserves the right to terminate this Agreement immediately in the event of a violation of this Section or, if in the reasonable determination of ShareChat, the subject privacy policy(ies) do not adequately disclose information collection practices.

9. Advertising Standards

All Advertisements must comply with ShareChat’s policies, applicable laws (including advertising laws such as the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022), regulations and industry standards in the territory in which the Advertisements are displayed as well as the guidelines, codes of practice issued by the Advertising Standards Council of India. Advertisements shall not contain any item that is misleading, inaccurate, or that makes fraudulent or unfair competitive claims or that makes insufficiently supported claims or claims that distort the true meaning or practical application of statements made. Additionally, the Advertisements may not contain or promote material that contains malware of any kind, including without limitation viruses, worms, trojan horses, spyware, or adware, nor material that is offensive or which violates any provision of applicable law and regulations (including but not limited to, libel, copyright, trademark, right of privacy, etc.). Advertisements must comply with standards of decency and good taste. Please see the list of prohibited and regulated Ad categories on ShareChat here.

ShareChat shall decide, in its sole discretion, whether the content, material or services provided in or through the Company complies with these standards. ShareChat may change these guidelines at any time upon prior written notice to the Company. The Company agrees to cooperate in promptly editing, amending or stopping, any Advertisement that ShareChat in good faith believes to be in violation of these advertising standards.

10. Company’s Representations

The Company represents, warrants and covenants that it holds the necessary rights to permit the use of the Materials by ShareChat and that none of the Materials provided by the Company or Advertisements shall: (a) infringe on any third party’s copyright, patent, trademark, trade secret, right of privacy or other proprietary rights or intellectual property rights; (b) violate any applicable law, statute, ordinance or regulation; (c) be defamatory or trade libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines.

The Company further warrants that (i) it will comply with applicable law in the performance of its obligations under these Terms and Conditions and the Order; and (ii) it will inform any third parties acting on its behalf of these Terms and Conditions and remain responsible for any non-compliance by such third parties.

11. Indemnification

The Company agrees, at its own expense, to indemnify, defend and hold harmless ShareChat, its subsidiaries, and their employees, representatives, agents and affiliates, against any and all expenses, losses or liability of any kind (including reasonable attorneys’ fees and costs) incurred in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of the breach of any of the Company’s representations, warranties or covenants hereunder and/or the publication of the Company’s Advertisements and/or any site, material, product or service to which users can link through such Advertisements (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

12. Disclaimer of warranties

Notwithstanding anything to the contrary herein, all services are provided by ShareChat "As Is" and ShareChat hereby expressly disclaims all warranties, express or implied, regarding ShareChat’s services or any portion thereof, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement and implied warranties arising from course of dealing or course of performance.

13. Limitations of liability

In the event ShareChat fails to publish an Advertisement in accordance with the Order in any respect, the sole liability of ShareChat to the Company and the Company’s sole remedy shall be limited to, at ShareChat’s sole discretion, either: (i) a pro rata refund of the fee paid; (ii) placement of the Advertisement at a later time in a comparable position; or (iii) extension of the term of the Order until the contracted impressions are delivered. In no event shall ShareChat be responsible for any indirect, consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the agreement or publication of any Advertisement(s), even if ShareChat has been advised of the possibility of such damages. ShareChat does not limit or exclude liability for death or personal injury caused by its negligence. Without limiting the foregoing, ShareChat shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of ShareChat affecting production or delivery in any manner.

14. Confidentiality

The Agreement and all communications exchanged between the Company and ShareChat are confidential and shall not be disclosed to any third party (other than the qualified accountants or legal advisors of the parties). If the Parties have executed a non-disclosure agreement ("NDA") such NDA is incorporated into the Agreement by this reference. Neither Party shall make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

15. Notice

All notices, consents and approvals required or permitted to be given under the Agreement shall be delivered in writing to the address set forth in the Order either by hand, by courier, by facsimile or by email. Notice shall be deemed to have been received and effective: (a) if delivered by hand or courier, at the time of delivery; and (b) if delivered by facsimile (transmission confirmed) or email, immediately if transmitted during regular business hours in the recipient’s jurisdiction (and otherwise upon resumption of such business hours following transmission).

16. Miscellaneous

This Agreement: (a) may be amended or assigned only by a written agreement executed by an authorized representative of each Party; and (b) constitutes the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Any additional or different terms and conditions included on any documentation or purchase order provided by the Company shall be null and void. In the event that any provision of the Agreement is held by a court or government agency to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. The waiver by either Party of a breach of any provision of the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. All outstanding payment obligations, Sections 1, 7, 10 through 17 of these Terms and Conditions and such other provisions which by their nature should survive, shall survive any termination or expiration of this Agreement. The Agreement may be executed in counterparts, via telefacsimile or exchange of PDF or similar electronic document format, each of which shall constitute an original but all of which taken together shall constitute one and the same agreement. The Parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. All rights and remedies hereunder are cumulative.

17. Governing law. Jurisdiction of Courts

The Agreement shall be governed by and construed in accordance with the laws of India. The Parties consent to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka with respect to any legal proceeding arising in connection with this Agreement.