Self-serve Publisher Terms and Conditions

Last updated: 28th June 2022

The following Self-serve Publisher Terms and Conditions (“Terms and Conditions”) governs the Self-serve Publisher order form (the “Order Form”) entered into between Mohalla Tech Private Limited (hereinafter referred to as “MTPL” and shall include its successors-in-interest and assigns) and the “Publisher” (as set out in the Order Form). In the event of a conflict between the provision(s) in the Order Form and these Terms and Conditions, the Order Form will prevail.

1. CERTAIN DEFINITIONS

1. “Ad(s)” or “Advertisement(s)” means a creative unit which contains an image, video, audio or any other format, pixels, tags and active URLs that is served onto the Inventory by an Advertiser.
2. “Advertiser” shall mean potential advertisers or third party entities or individuals who wish to purchase Inventory made available on the MTPL SSP by accessing and using the MTPL SSP after registering on the MTPL SSP as an “advertiser”.
3. "Content" means graphical, textual, and/or auditory content (which may include text, data, information, photos, images, graphics, audio, video, or other content).
4. “Inventory” means Ad space made available by the Publisher on the Publisher Site(s) for the placement of Ads, as identified in an Order Form.
5. "Publisher Site(s)" means the web properties, applications or platforms identified in the Order Form, together with any additional properties of the Publisher from where Inventory is being made available by the Publisher.
6. “Publisher’s Share” shall have the same meaning ascribed to it in the Order Form.
7. “MTPL SSP” shall mean MTPL’s proprietary self-serve advertising platform, which MTPL SSP can be used by the Publisher to make its Inventory available on the MTPL SSP for sale of such Inventory to Advertisers who wish to purchase such Inventory through the MTPL SSP for placement of Advertisements.
8. “MTPL SSP Fees” shall have the same meaning ascribed to it in the Order Form.
9. "Gross Inventory Value" shall mean total sales value of all Inventory sold less any applicable goods and services taxes, pursuant to the sale of Inventory made available by the Publisher on the MTPL SSP to such Advertiser. “MTPL SSP Publisher Revenue” shall have the same meaning ascribed to Gross Inventory Value.
10. “MTPL SSP Publisher Dashboard” shall have the same meaning ascribed to it in clause 2 of these Terms and Conditions.
11. "Technology" means the JavaScript, API, SDK and/or associated protocols provided by MTPL to the Publisher that can be used by the Publisher to make their Inventory available on the MTPL SSP, which Technology will be made available by MTPL to the Publisher upon execution of a relevant Order Form.
12. “Services” shall have the same meaning ascribed to it in the Order Form.
13. “Updates” means updates, modifications, optimizations or improvements to the Technology from time to time in MTPL’s sole discretion.

2. REGISTRATION

The Publisher is required to register as a “publisher” on the MTPL SSP to avail of the Services and/or use the Technology to avail of the Services. Upon registration and subsequent use of the Publisher’s account on the MTPL SSP and execution of the Order Form, the Publisher will have access to certain functionalities of the MTPL SSP that are applicable to the Publisher including without limitation functionalities pertaining to controlling certain settings in relation to accessing and using the MTPL SSP and the Inventory made available by the Publisher, which functionalities can be accessed by the Publisher through the dashboard in the Publisher’s MTPL SSP account. (“MTPL SSP Publisher Dashboard”)

3. TECHNOLOGY

1. To avail of the Services, the Publisher shall using the Technology provided by MTPL, make available its Inventory on the MPTL SSP pursuant to MTPL’s technical instructions, including any implementation guides made available by MTPL (as revised by MTPL from time to time). MTPL, in its sole discretion, may determine which of MTPL’s available Technology (e.g., JS, API, SDK or any other equivalent technology) should be used by the Publisher to make its Inventory available on the MTPL SSP.
2. Each Party shall comply with any or all applicable laws which are relevant to the discharge of its obligations under this Agreement.
3. MTPL may make Updates from time to time to the Technology provided. If MTPL requests the Publisher to implement or install any such Updates, Publisher shall install or implement such Updates within thirty (30) days of receipt of same from MTPL;

4. REVENUE & PAYMENT

1. During the Term of an Order Form MTPL shall pay the Publisher on a monthly basis and in arrears, Publisher’s Share as stated in the Order Form in accordance with the terms herein. At the end of each calendar month during the Term of an Order Form and prior to the 7th calendar day of the next calendar month, MTPL will calculate Publisher’s Share based on the total Gross Inventory Value displayed on the MTPL SSP Publisher Dashboard and display the Publisher’s Share on the MTPL SSP Publisher Dashboard (“MTPL Prepared Revenue Statement”). Publisher acknowledges and agrees that such MTPL Prepared Revenue Statement shall be final and binding on the Publisher. Consequently, upon receipt or display of the MTPL Prepared Revenue Statement, the Publisher shall raise a relevant invoice for receiving payment of the Publisher’s Share of the Gross Inventory Value pertaining to that calendar month and MTPL shall pay the Publisher’s Share pertaining to that calendar month into the notified bank account of the Publisher, within a period of 60 days from the date of receipt of the relevant invoice at billing@sharechat.co.

2. The Publisher acknowledges and agrees that the Publisher’s Share may be subject to withholding taxes or TDS (tax deducted at source) or equalization levies (collectively hereinafter referred to as “Withholding Tax”), as may be applicable under law. To the extent applicable, MTPL will pay the Publisher’s Share after deducting such Withholding Tax.

5. PRIVACY

Each Party shall comply with any or all applicable data protection obligations which are relevant to the discharge of its obligations under this Agreement. To the extent that the Publisher accesses, registers for or uses the MTPL SSP, MTPL may collect the Publisher’s (or individuals who act on behalf of the Publisher) personally identifiable information. Any such personally identifiable information collected by MTPL pursuant to this Agreement shall be used by MTPL in accordance with its privacy policy available at https://help.sharechat.com/policies/privacy-policy/ (“MTPL Privacy Policy”). By entering into an Order Form, the Publisher acknowledges and agrees that the terms of the MTPL Privacy Policy will apply mutatis mutandis to this Agreement. The Publisher will be solely responsible for all changes to data (including any personally identifiable information) made by it, or individuals acting on the Publisher’s behalf, through the MTPL SSP.

6. LICENSE TERMS

1. During the Term of an Order Form and subject to the Publisher’s full compliance with all of the terms of the Agreement, MTPL grants to the Publisher a limited, non-exclusive, revocable, non-sublicensable, non- transferable license to use the Technology to make its Inventory available on the MTPL SSP and to avail of the Services.

2. MTPL grants the Publisher, during the Term of an Order Form, a limited, worldwide, non-exclusive, royalty-free license to use MTPLs trademarks, service marks and logos (collectively, “MTPL Marks”), as incorporated into the Technology, for the purposes of availing the Services in accordance with MTPL’s trademark guidelines. All goodwill arising out of the Publisher’s use of any of the MTPL Marks shall inure solely to the benefit of MTPL. MTPL shall have the right to refer to the Publisher and the Publisher Sites in any general listing of publishers or partners (including in marketing and sales materials) who have implemented the Technology or who are using the MTPL SSP.

3. MTPL grants the Publisher, during the Term of an Order Form, a limited, worldwide, non-exclusive, royalty-free license to use MTPLs trademarks, service marks and logos (collectively, “MTPL Marks”), as incorporated into the Technology, for the purposes of availing the Services in accordance with MTPL’s trademark guidelines. All goodwill arising out of the Publisher’s use of any of the MTPL Marks shall inure solely to the benefit of MTPL. MTPL shall have the right to refer to the Publisher and the Publisher Sites in any general listing of publishers or partners (including in marketing and sales materials) who have implemented the Technology or who are using the MTPL SSP.

7. PROHIBITED ACTIVITY

1. The Publisher will not:
   (i) remove, deface, obscure, or alter any notices of intellectual property rights included in the Technology;
   (ii) access, reproduce or use the Technology in any manner or for any purpose other than as expressly permitted under the Agreement;
   (iii) access, reproduce or use the Technology in any manner or for any purpose other than as expressly permitted under the Agreement;
   (iv) attempt to interfere with or disrupt the Technology or attempt to gain access to any systems or networks that connect to it other than through the Technology as implemented or installed pursuant to the Agreement;

2. The Publisher will not use the Technology and/or Inventory made available by it on the MTPL SSP to promote the display of any Content in violation of MTPL’s content and community guidelines available at https://help.sharechat.com/policies/content-policy and MTPL’s Ad(s) regulated and prohibited content policy available at https://ads.sharechat.com/content-policy. .

8. TERM & TERMINATION

1. Either Party may terminate an Order Form at any time for any reason whatsoever by providing 30 (thirty) days prior written notice to the other Party.

2. Either Party may terminate an Order Form if the other Party is in material breach of the Agreement which breach has not been cured by the Party in breach within a period of 15 (fifteen) days from the date of receipt of a relevant notice in this regard by the Party in breach from the other Party.

3. Upon the termination or expiry of Order Form:

   • MTPL shall pay all undisputed amounts pertaining to the Publisher’s Share that is due and payable up until the effective date of termination of an Order Form.
   • Publisher shall de-link or remove any of its Inventory pertaining to the terminated Order Form from the MTPL SSP.
   • Publisher shall cease using Technology and/or the MTPL for the purposes of the terminated Order Form.
   • Publisher shall destroy any MTPL Confidential Information which is in its possession and that is relevant or which was disclosed by MTPL in relation to the terminated Order Form.

9. SUSPENSION OF TECHNOLOGY AND/OR THE MTPL SSP;

MTPL may suspend or discontinue all or any aspect of the Technology and/or the MTPL SSP, including its availability, at any time if required by exigent circumstances (such as a significant security breach, propagation of malware, other viruses to users, etc.) or other improper, unlawful, fraudulent, or misleading circumstances.

10. LIMITED WARRANTIES; INDEMNITY

1. Each Party represents and warrants to the other that it has all right, power, and authority necessary to enter into the Agreement and perform its obligations under it;

2. The Publisher represents and warrants that the Inventory made available by the Publisher through their use of the MTPL SSP or the Technology:
   (i) does not violate any applicable laws; (ii) does not infringe upon the intellectual property rights of a third party; and (iii) does not contain any viruses, trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.

3. Nothing in the Agreement shall be construed as a promise by MTPL of any sort of minimum sales, traffic volumes, clicks, impressions or usage of the Inventory made available by the Publisher on the MTPL SSP.

4. Except as expressly provided in the Agreement, MTPL makes no representations or warranties, express or implied in relation to the Agreement, the Services, the Technology, or the MTPL SSP or any other matters (including any implied terms relating to satisfactory quality or fitness for any purpose, any warranties of availability or uninterrupted or error free performance, any warranties arising out of any course of performance or dealing). Except as expressly stated herein, the Publisher acknowledges that the Services, MTPL SSP and/or the Technology is being available to the Publisher on an “as is” basis.

5. The Publisher shall indemnify, defend and hold harmless MTPL, its affiliates, directors, officers, shareholders, members, authorized representatives, employees and agents (collectively, the “Indemnified Party”) from and against :

   a. Any and all third party claims, losses, liabilities, damages, costs, settlements, regulatory findings and/or fines and other expenses (including reasonable legal fees) (collectively, “Third Party Claims”) that arise out of any breach or alleged breach by the Publisher of the terms of this Agreement.

   b. Any and all Third Party Claims arising from the infringement of intellectual property rights of a third party resulting from: (i) the Publisher’s use of the Technology or MTPL Marks in violation of the terms of this Agreement; (ii) acts or omissions attributable to the Publisher.

MTPL shall promptly notify the Publisher of any Third Party Claim in writing, provided, however, that any delay in providing such notice shall not relieve the Publisher of any of its obligations except to the extent that the Publisher is actually prejudiced by such delay. MTPL shall have the right to participate in the defence and settlement of the Third Party Claim with counsel of its own choosing and its own expense, subject to the Publisher’s control thereof

11. CONFIDENTIALITY

Each Party (the “Receiving Party”) acknowledges that it will have access to certain information and materials, including the terms of the Agreement, concerning the business, technology, products, and services of the other Party (the “Disclosing Party”) that are, or reasonably should be considered given the circumstances of disclosure to be, confidential (“Confidential Information”). Confidential Information will not include: (a) information known to the Receiving Party prior to disclosure by the Disclosing Party; (b) information independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; (c) information that is or becomes publicly known through no fault of the Receiving Party; or (d) information disclosed to the Receiving Party by a third party without breach of any obligation of confidence. Except as permitted hereunder, the Receiving Party (a) will not use any Confidential Information for its own purposes or for the purposes of any third party, and (b) will not disclose any Confidential Information to any third party other than its directors, employees, contractors, advisors, investors or potential investors who have a need to know and who have agreed not to use, and to maintain the confidentiality of, the Confidential Information consistent with this Section 11. The Receiving Party will return or destroy the Confidential Information promptly upon the Disclosing Party’s written request. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party provides prompt written notice of any required disclosure to the Disclosing Party and provides reasonable cooperation (at the Disclosing Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure.

12. LIMITATION OF LIABILITY

1. NEITHER MTPL NOR THE PUBLISHER EXCLUDE OR LIMIT LIABILITY TO THE OTHER FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ITS EMPLOYEES OR CONTRACTORS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
2. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY BREACH HEREOF (INCLUDING FOR LOSS OF DATA OR COST OF COVER), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
3. THE MAXIMUM AGGREGATE LIABILITY OF MTPL ARISING FROM OR UNDER THIS AGREEMENT FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL MTPL SSP FEES RECEIVED BY MTPL UNDER AN ORDER FORM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH A RELEVANT CLAIM ARISES.

13. MISCELLANEOUS

The Agreement shall be interpreted and construed in accordance with and governed by the laws of India. Any dispute, action or proceeding arising from or relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Bangalore, India. Rach Party irrevocably submits to the jurisdiction and venue of the courts of Bangalore in any such dispute, action or proceeding. The Parties agree that irreparable damage would occur in the event that any of the provisions of the Agreement is not performed in accordance with these specific terms. Accordingly, the Parties agree that each shall be entitled to injunctive relief to prevent breaches of the Agreement and to enforce specifically the terms and provisions of the Agreement, in addition to any other remedy to which they are entitled at law or in equity. The Parties are independent contractors, and nothing in the Agreement will be construed to create a partnership, joint venture, agency, or other relationship between the Parties. No failure or forbearance by a Party to enforce any of its rights under the Agreement or insist upon performance of the other Party’s obligations under the Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either Party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach. Neither Party will be liable for any failure to perform due to causes beyond the Party's reasonable control. The Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The Publisher acknowledges and agrees that MTPL can revise these Terms and Conditions at its sole discretion and the Publisher’s continued use of the MTPL SSP and/or Services pursuant to any such revision indicates the Publisher’s deemed acceptance of any such revision. The Order Form may be amended, modified, or superseded, only by a written instrument signed by both Parties. The headings in the Agreement are for the convenience of reference only and have no legal effect. The Order Form may be executed and delivered via electronic transmission, or another means of complete and accurate reproduction, and copies of the Order Form delivered via such means will be deemed originals for all purposes. The Order Form may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, failing which, it shall be severed from the Agreement and the balance of the Agreement shall continue in full force and effect. MTPL may assign the Agreement or any of its rights or obligations hereunder without the Publisher’s prior written consent. Publisher shall however not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of MTPL.