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Self-Serve Advertising Terms

Last updated: 4th April 2022

1. Introduction#

These terms ("Terms") govern the use of advertising services that the advertiser ("Advertiser", "you" and "your") purchases through ShareChat’s proprietary self-serve advertising platform (“MTPL SSP” or “ShareChat SSP”) in connection with the Inventory made available by ShareChat and/or a Publisher (defined below) through the MTPL SSP, which Inventory can be used by the Advertiser for placing Ads ("Services") and these Services are made available by Mohalla Tech Private Limited, a private company established under the laws of India having its registered office at No.2, 26, 27 and 3, 1st Floor, Sona Towers, Hosur Rd, Krishna Nagar, Industrial Area, Bengaluru, Karnataka 560029, ("ShareChat”, "we","us").

You agree that by signing up for a Business Account or by using the MTPL SSP or by availing the Services, you are entering into a legally binding agreement. ShareChat’s Terms of Use, Privacy Policy, Cookie Policy, Content and Community Guidelines and Ads Regulated and Prohibited Content Policy will apply mutatis mutandis to these Terms and which are expressly incorporated herein (together, the "Policies"). These Terms apply to your access and use of your Business Account, the MTPL SSP and/or the Services. Together, the Terms and the Policies are hereinafter referred to as the "Ad Agreement". In case of a conflict between the Terms and the Policies, the Terms shall supersede any and all conflicting terms in the Policies.

If you are accessing or using a Business Account or the MTPL SSP or the Services on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to the Ad Agreement, and your agreement to the Ad Agreement will be treated as their respective agreement. In this event, ShareChat may hold you responsible for violations of the Ad Agreement by that business or third party and/or any liabilities arising out of such use of the Business Account or the Services or the MTPL SSP, and "Advertiser", "you" and "your" will also refer and apply to that business or third party.

2. Definitions#

"Ad" means a creative unit which contains an image, video, audio or any other format, pixels, tag and active URLs that is served onto the Inventory by an Advertiser.

"Ad Materials" means any materials provided by the Advertiser for placement of Ads using the Inventory purchased by the Advertiser through its use of the Services.

"Applicable Law" means all applicable laws, regulations, guidelines, self-regulatory rules, industry rules and governmental requirements.

"Business Account" means a ShareChat membership to the MTPL SSP that allows the account holder or Advertiser to access and use the Services.

"Campaign" means a series of one or more Ads that share a single marketing objective, such as increasing brand awareness or traffic.

"Campaign Budget" means the maximum amount that Advertiser proposes to spend on purchasing Inventory through the Advertiser’s use of the Services for the placement of Ads for a specific Campaign.

Campaign Duration means such duration as agreed by the Advertiser for running the Campaign by ShareChat.

"Inventory" means Ad space made available by ShareChat and/or the Publisher on ShareChat and/or Publisher’s web or mobile properties or both.

"Order" means an order for purchase of Inventory by an Advertiser for placement of Ads through Advertiser’s use of the Services

"Pricing Model" means the price for each performance outcome that will be calculated for a Campaign, and as agreed between the Advertiser and ShareChat.

"User" means the end user of the ShareChat’s and/or Publisher’s web or mobile properties or both.

"Publisher" means any third party individual or entity that makes its Inventory available on the MTPL SSP, which Inventory can be purchased by potential Advertisers for placing Ads.

3. Services#

  1. Advertiser must register for a Business Account to log in and use the Services to purchase Inventory for placing Ads. ShareChat may collect personal and financial information,including first and last name, contact information and credit card details, from the Advertiser at the time of registration. Each Advertiser must maintain a separate Business Account. Each Order placed by Advertiser must specify certain details, including but not limited to a Campaign Budget, start date, end date, and targeting criteria etc. Advertiser may amend these details at any time, but it may take up to 24 hours before the changes take effect. Advertiser cannot amend the start date for a Campaign if one or more Ads in the Campaign have already been submitted for delivery through the Advertiser’s use of the Services.

  2. To place an Ad through its use of the Services, Advertiser must submit Ad Materials that comply with the Policies, Applicable Law, industry standards/norms (including the ASCI guidelines) and any other relevant terms as prescribed by the relevant Publisher whose Inventory is purchased by the Advertiser through its use of the Services. Advertiser shall review and approve any Ad Materials before submission through the MTPL SSP and, after having done so, Advertiser shall be solely responsible for such Ad Materials and the Ads in their entirety. There may be some delay between Advertiser submitting Ad Materials and the Ad being delivered on the Inventory purchased through the Services, for example while ShareChat and/or the Publisher reviews the Ad Materials. Advertiser may edit Ad Materials at any time. However, if Advertiser edits the Ad Materials of an active Ad, that Ad will be suspended to allow ShareChat and/or the Publisher to review the Ad Materials. ShareChat may charge the Advertiser for charges incurred in displaying the Ad through the Inventory purchased prior to its suspension. Advertiser shall have no recourse against ShareChat for any error in delivery or under-delivery of an Ad caused by Advertiser’s failure to provide accurate or adequate information, or the submission of non-compliant Ad Materials or Ads.

  3. Any review of Ad Materials or Ads shall be undertaken by ShareChat and/or the relevant Publisher on whose Inventory the Ads are being placed by the Advertiser, in its sole discretion. ShareChat and/or the relevant Publisher have the right, but not responsibility, to review Ad Materials and Ads for compliance with the Policies but Advertiser is responsible for ensuring compliance with the Policies and applicable laws and guidelines at all times. Advertiser authorizes ShareChat to correct Ad Materials and Ads in accordance with the Community Guidelines. ShareChat shall be entitled to correct typographical, grammatical, spacing, or formatting errors, with or without Advertiser’s express consent. The activities described in this paragraph shall not give rise to any compensation claims on the part of Advertiser. Failure to comply with Policies and Applicable Law may result in a variety of consequences, including the cancellation of Ads that you have placed using the Inventory purchased and termination of your Business Account.

  4. You acknowledge and agree that ShareChat and its affiliates retain the complete and unqualified right to place Ads for its own products and services through the MTPL SSP and to participate in auctions through the MTPL SSP to place such Ads.

4.Delivery of Inventory and placement of Ads#

  1. There is no entitlement to delivery of Inventory. However, if ShareChat accepts Advertiser’s Order, ShareChat will deliver the Inventory as and when it becomes available (subject to any other relevant terms of the Publisher in respect of Inventory made available by a Publisher).You acknowledge and agree that ShareChat and/or the Publisher shall, in their sole discretion, determine the type, size, placement, and positioning of Ads on the Inventory purchased. ShareChat and/or the Publisher does not guarantee that Ads will achieve Advertiser’s Campaign objective. Further, ShareChat and/or the Publisher does not guarantee the reach or performance that Ads will receive, such as the number of people who will see the Ads or the number of clicks the Ads will get. ShareChat cannot control how Users interact or behave with Ads. While ShareChat has systems that attempt to detect and filter certain coordinated or untrustworthy behaviour with Ads placed using its Inventory, it is not responsible for any actual coordinated actions, untrustworthy behaviour, click-farming, other potentially invalid activity or technological issues that may arise and affect the delivery and performance the Ads through any Inventory purchased.

  2. Advertiser may suggest certain targeting criteria; however, Advertiser has no right to demand that Ads be served to specific devices, or to specific Users. ShareChat shall monitor the performance of Ads delivered through the Advertiser’s use of ShareChat’s Inventory on a regular basis and may, in its sole discretion, alter the variables of such an Ad, including but not limited to placement, size, positioning, targeting criteria, and associated keywords, inorder to optimize the overall performance of the Ad. From time to time, ShareChat may need to test improvements to ShareChat’s audiences and delivery systems, which could impact the performance of Ads made available using ShareChat’s Inventory. This testing is designed to improve the effectiveness of advertising performance using ShareChat’s Inventory. ShareChat reserves the right to test when it believes it will be beneficial for performance of Ads delivered using ShareChat’s Inventory.

  3. ShareChat will maintain delivery statistics and Advertiser acknowledges that delivery statistics provided by ShareChat are the official and definitive measurements of ShareChat's performance on any delivery obligations provided in the Ad Agreement. No other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by ShareChat or have any effect on the Ad Agreement. Reporting and billing shall be based solely on delivery statistics provided by ShareChat. ShareChat will make reporting available within the MTPL SSP. Advertiser accepts that occasional fluctuations in the Service’s traffic may affect delivery of the Inventory and the performance of Ads placed using such Inventory.

  4. ShareChat may offer choices about whether the Advertiser would like to use certain automated optimizations (e.g., to opt-out of automatic expansion of its specific targeting criteria or to participate in optimized bidding). With the Advertiser’s permission, ShareChat may also manually assist the Advertiser with its Campaigns where the Advertiser has purchased ShareChat’s Inventory. Notwithstanding anything stated to the contrary, the Advertiser is responsible for (i) all Ads and content submitted by or on its behalf through the MTPL SSP or otherwise to ShareChat or the Publisher (ii) all Ad trafficking or targeting decisions made by or on its behalf, (iii) all content and property to which Ads direct or redirect Users ("Destinations"), and (iv) all services and products advertised on Destinations("Advertised Goods"). The Ads, Destinations, Advertised Goods and use of the Services by the Advertiser must comply with the Policies, Applicable Law and this Agreement.

  5. ShareChat reserves the right to reject, suspend, remove, deactivate, or not deliver any Ad Materials or Ads, or ShareChat may suspend or terminate your Business Account or your access to the Services with immediate effect if you breach any of the terms of the Policies or violate Applicable Law or this Agreement. Further, ShareChat reserves the right to terminateor suspend any of your Ads/Business Account or your access to the Services at any time and for any or no reason, with prior notice of seven (7) days. ShareChat may, at any time, replace the features associated with a Business Account, the MTPL SSP, or the Services. ShareChat is also entitled to limit, modify, test, and extend the Service.

5. Pricing of Ads#

  1. Each campaign is delivered at the bid price as selected by the Advertiser in accordance with the pricing model agreed at the time of the Order. The ad inventory is sold based on an auctioning framework based on a number of factors, including but not limited to competing bids in our auction marketplace, audience type and behaviour, Inventory type and availability, Ad type, campaign goals.
  2. The Advertiser is charged only for the Ads delivered by us. The details of your Order will be reported by ShareChat in delivery statistics shared by it.

6. Refunds#

  1. We do not provide refunds of any portion of the payment made by the Advertiser.
  2. we may consider a refund in case we do not publish an advertisement that is in violation of our Policies. However, each request for refund will be considered by us on a case-to-case basis and will be made at our sole discretion. We reserve the sole discretion in making this decision

7. Brand usage in Ads#

  1. Ads must not imply endorsement or partnership of any kind with ShareChat or its affiliates, unless expressly authorised by ShareChat through prior written permission.
  2. Ads delivered using ShareChat’s Inventory and which are linked to ShareChat branded content (including pages, groups or events) may make limited reference to ShareChat in Ad text for the purpose of clarifying the destination of the Ad. Such Ads should not represent the ShareChat brand in a way that makes it the most distinctive or prominent feature of the creative. ShareChat brand assets should not be modified in any way, such as by changing the design or colour, or for the purpose of special effects or animation.
  3. All other Ads and landing pages must not use ShareChat’s copyrights, trademarks or any confusingly similar marks, except as expressly authorised by ShareChat through prior written permission

8. Payment#

  1. Advertiser is responsible for providing complete and accurate billing and contact information and keeping such information up-to-date in the ShareChat Ads. Each Business Account must list one primary billing entity and billing contact. If Advertiser provides credit or debit card information to ShareChat, Advertiser confirms that it is permitted to use that credit or debit card and authorizes ShareChat to charge the card on a recurring basis. Advertiser also authorizes ShareChat to obtain a credit report from a credit bureau. ShareChat reserves the right, in its sole discretion, to close Advertiser’s Business Account based upon a financial assessment, including a credit report.

  2. Advertiser is responsible for maintaining the security of its Business Account and for any activity conducted through its Business Account. Advertiser will be charged for any Orders placed on or through its Business Account, including without limitation Orders placed without sufficient authorization, or through mistake or error. Advertiser agrees to notify ShareChat immediately if it believes an unauthorized or otherwise problematic transaction has taken place under its Business Account, so ShareChat may take action to prevent financial loss. If ShareChat believes that doing so may prevent financial loss, ShareChat may impose limits on Advertiser’s allowed Campaign Budget, place a delay on a payment for a period of time, limit funding instruments for a transaction, limit Advertiser’s ability to make a payment, cancel an Order or transaction, or close Advertiser’s Business Account.

  3. Advertiser agrees to pay in accordance with the agreed pricing model. All pricing shall be in Indian Rupees. Each party shall bear any fees imposed by its own bank, including but not limited to transaction fees, conversion fees, and overdraft fees.

  4. If Advertiser is permitted to pay by credit or debit card, ShareChat will charge Advertiser’s credit or debit card on a monthly basis, for Ads delivered the previous month. If the charge is successful, ShareChat will issue an invoice to Advertiser for the charged amount. Advertiser agrees that ShareChat has the right to make and receive payments through a payment processing provider. As a condition of ShareChat enabling payment processing services through such provider, Advertiser authorizes ShareChat to share with the provider information about Advertiser’s business and transaction information related to Advertiser’s use of the payment processing services. Advertiser also authorizes the payment processing provider to store details of each funding instrument that Advertiser provides, even after it has expired, to avoid interruptions in Advertiser’s use of the ShareChat Ads and to facilitate future payments. If Advertiser is permitted to pay by invoice, ShareChat will invoice Advertiser on a monthly basis, for Ads delivered the previous month. ShareChat will provide invoices via email and/or the ShareChat Ads and is not obliged to cooperate in any alternative method of submitting invoices to Advertiser (such as via an online portal). Advertiser shall pay invoices within 30 days of the invoice date.

  5. Ads placed may continue to display for a short period after the end date, or after the Campaign Budget has been reached. In some cases, we may stop delivery of the Ads before the end of Campaign Duration, if the Campaign Budget is exhausted prior to the end of Campaign Duration. Advertiser agrees to pay and will be charged at the applicable price and in accordance with the agreed Pricing Model. Advertiser may indicate its desire to stop additional charges by editing the Campaign Budget or by suspending or cancelling the corresponding Order. ShareChat shall endeavour to cease serving the Ads following such suspension or cancellation. However, the Advertiser agrees that it will be charged until the Ads are actually delivered until the suspension or cancellation is given effect.

  6. No pricing specified in the MTPL SSP includes any taxes Advertiser may be required to pay in its taxing jurisdiction(s). Advertiser agrees to pay all applicable taxes, government charges, and foreign exchange fees. The final amount charged by ShareChat shall not include any service taxes (excluding withholding taxes) if any

  7. If Advertiser’s payment method fails or Advertiser’s account is past due for 30 days, Advertiser’s Business Account or access to the Services or the MTPL SSP may be suspended, meaning Advertiser can still access its Business Account but cannot purchase Inventory or create or edit Ads, all active Orders shall be suspended, and any active Ads shall be deactivated. Advertiser shall be notified of any such suspension by email and/or onsite at the time of logging in to its Business Account. Once Advertiser has paid all outstanding amounts, Advertiser may then choose to reactivate any suspended Orders. ShareChat may charge interest at a rate of 1.5% per month, or such higher amount as may be permitted, on all late payments. Any disputes in relation to an invoiced amount must be made by Advertiser in writing within 30 days of the date of invoice, or all such claims shall be waived. Advertiser will pay all reasonable expenses and legal fees ShareChat incurs in collecting late payments.

9. Term and termination#

  1. The Ad Agreement will become effective as of the date Advertiser agrees to these Terms.

  2. Either party may terminate these Terms at any time with notice to the other party, but Campaigns not cancelled may be run and reserved. ShareChat may suspend or terminate your Ads or your access to the Services or Business Account, at any time or for any cause including but not limited to payment issues, suspected or actual violations of the Policies orthese Terms or suspected or actual violations of Applicable Law. If an Order remains partially delivered at the time of termination, ShareChat may charge the Advertiser for the part of the Order delivered prior to termination.

  3. An Advertiser whose Ads or Business Account have been suspended or terminated may not,directly or indirectly, display such suspended or terminated Ads using the MTPL SSP, re-register for a Business Account, or place Orders on the MTPL SSP.

10. Intellectual property#

  1. Advertiser grants to ShareChat and/or the Publisher a non-exclusive, royalty-free,worldwide, sublicensable, and non-transferable right and license to use, copy, modify, market, display, publish, perform, transmit, distribute, and/or authorize the use of any content, marks, logos, Ads, and Ad Materials, for the purpose of executing or performing this Ad Agreement. The usage rights granted to ShareChat and/or the Publisher extend to all relevant proprietary rights, including but not limited to copyright, design, trademark, and ancillary rights.

  2. Advertiser will remain at all times the owner of its Ad Materials and all intellectual property rights therein, and ShareChat and/or the Publisher will not acquire any interest therein by reason of this Ad Agreement. However, once displayed, Ads are public information. Ads may be reshared and accessed outside of the targeted audience.

  3. If Advertiser chooses to provide suggestions or feedback to ShareChat, Advertiser agrees that ShareChat can (but does not have to) use and share such feedback for any purpose without compensation to Advertiser. ShareChat reserves all of its intellectual property rights in the Business Account, MTPL SSP and any statistics, data, report, or other information provided to the Advertiser through or in connection with the MTPL SSP or otherwise by ShareChat.

11. Confidentiality#

  1. "Confidential Information" means information that ShareChat(or an affiliate) discloses to the Advertiser under this Ad Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Without limiting the foregoing, ShareChat’s pricing, metrics, member demographics, and beta features shall be considered Confidential Information.

  2. The Advertiser will protect this Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. The Advertiser will not disclose Confidential Information, except to affiliates, employees, agents, or professional advisors of the Advertiser who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Advertiser will ensure that its employees and authorized third parties use the Confidential Information only to exercise rights and fulfill obligations under this Ad Agreement, and that they keep it confidential. The Advertiser may also disclose Confidential Information when required by law after giving reasonable notice to ShareChat, if permitted by law.

  3. Notwithstanding anything provided in the Ad Agreement, ShareChat may use or disclose the Advertiser’s advertising content, Order, Campaign Budget and design, and all other information associated with the Services provided pursuant to Advertiser’s use of the MTPL SSP on an aggregated basis, to a partner or third party if so required. ShareChat may further disclose such information to any governmental entity or body if ShareChat believes that such disclosure would assist in a lawful investigation.

12. Privacy and data#

  1. Advertiser represents and warrants that, at all times during this Ad Agreement, it will maintain a posted Privacy Policy compliant with Applicable Law.

  2. To the extent any personal data is collected, Advertiser represents and warrants that all necessary consents and waivers have been obtained. If Advertiser sends a promotional communication to a User whose contact information was obtained as a result of the Ads placed through the Inventory delivered, such communication must include a mechanism for opting-out from receiving future promotional communications from Advertiser. Unless otherwise agreed by the parties in writing, neither party will provide the other party with any information that may directly or indirectly identify an individual, including but not limited toan individual’s name or email address.

  3. Sometimes, insights about Users may be generated based on how and whether they respond to Ads on the Service. ShareChat owns any data generated from Users’ interactions with Ads displayed on ShareChat, such as whether a particular User clicks on a particular Ad served on Advertiser’s behalf ("Click/View Data"), but Advertiser may use any Click/View Data that ShareChat provides to Advertiser for Advertiser’s own internal purposes, such as to analyze the performance of Ads. Click/View Data shall be treated as Confidential Information in accordance with Section 8 above.

13. Obligations of the Advertiser#

  1. Advertiser will not, and will not authorize or induce any other party to:

    • i. store or cache in any non-transitory manner any data obtained directly from a User through an Ad if contrary to applicable provisions of the Ad Agreement;

    • ii. copy, modify or create derivative works of the ShareChat Ads platform or any related technology that is used in the development of or in conjunction with the ShareChat Ads platform;

    • iii. operate user tracking mechanisms (including, without limitation, cookies, tracking pixels, fingerprinting or scripts) other than as permitted;

    • iv. collect or use data about Ads or provided by, from, or related to a User of the Service for the purpose of segmenting, re-targeting, creating, supplementing, or amending user or inventory profiles; amending interest categories; or syndication or other distribution to third parties, unless such data collection and usage is authorized and approved by ShareChat in writing;

    • v. generate automated, fraudulent, or otherwise invalid deliverables, inquiries, conversions, or other actions on the Service;

    • vi. use any ShareChat trademarks in any manner, or issue any press release or public statements about Advertiser’s relationship with ShareChat, without ShareChat’s prior express written consent;

    • vii. collect any sensitive data (as defined in Applicable Law) except with the explicit opt-in consent of the User;

    • viii. create, provide to ShareChat, or cause to be visible on the Service any Ads or Ad Materials (including any hyperlinks that link to pages outside of the Service) that:

      • A. link to digital properties (e.g. websites and applications) that will, when viewed or clicked, cause the download or delivery of any software or executable code (without effective user consent), virus, or malicious or social engineering (phishing) code or features;

      • B. provide Ads that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the ShareChat Ads platform or any device or system or breach or circumvent any security measure of ShareChat or a third party;

      • C. are deceptive, false, or misleading;

      • D. contain material that violates ShareChat’s Policies;

      • E. are otherwise unlawful, defamatory, obscene, or infringe or violate any third-party rights (including but not limited to any intellectual property rights, privacy rights, or publicity rights).

  2. Advertiser may not resell, assign, or transfer any of its rights under the Ad Agreement. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate and automatic termination of these Terms, without liability to ShareChat.

14. Representations and warranties#

  1. The Advertiser represents and warrants to ShareChat and third parties (if any), that (i) the Advertiser holds all necessary rights to permit the use of the Ads by ShareChat for the purpose of these Terms and Ads and Ad Materials do not infringe upon the rights of any third parties, and (ii) the use, reproduction, distribution, transmission or display of Ads or Ad Materials, keywords selected by Advertiser, any data regarding Users, and any material to which Users can link, or any products or services made available to Users, through the advertisement will not (i) violate any criminal laws or any rights of any third parties; (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate Applicable Law.
  2. The Advertiser further warrants that (i) it will comply with Applicable Law in its performance of the Ad Agreement; and (ii) it will inform any third parties acting on its behalf of these Terms and remain responsible for any noncompliance by such third parties.

15. Disclaimer#

  1. The Advertiser further acknowledges and agrees that any Publisher Inventory made available or delivered to an Advertiser through the MTPL SSP or through the Advertiser’s use of the Services is (in addition to these Terms) subject to terms and conditions (if any) of such Publisher.

  2. Notwithstanding anything stated to the contrary, ShareChat makes no representation or warranty, express or implied, with respect to any matter, including without limitation the subject matter hereof, and expressly disclaims the warranties or conditions of non-infringement, merchantability and fitness for a particular use. ShareChat makes no representation or warranty (i) that Advertiser’s Business Account, the MTPL SSP, the Services, Inventory or the delivery thereto will be uninterrupted or error-free; (ii) with respect to the Ads, including but not limited to the placement, reach or performance of Ads;or (iii) concerning information on which targeting is based.

16. Indemnification#

  1. Notwithstanding any review of any Ad or Ad Materials by ShareChat, Advertiser will indemnify, defend, and hold ShareChat and its officers, directors, agents, and employees harmless from and against any loss, cost, expense, claim, injury, or damage (including, without limitation, reasonable attorneys’ fees and expenses) whether incurred due to third-party claims (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by Advertiser in such defense) or otherwise ("Losses") arising out of or in connection with (i) Ads, Ad Materials, Advertiser’s instructions (including instructions about targeting), or Advertiser’s use of its Business Account or the ShareChat Ads, (ii) all content or targeting of Ads provided by Advertiser , or any material to which Users can link, or any products or services made available to Users through these Terms or property to which Ads direct Users; (iii) any breach of representations, warranties, or obligations contained in these Terms by Advertiser; (iv) Advertiser’s failure to remit any taxes applicable to its transactions; and (v) Advertiser’s products or services or the provision thereof to end users.
  2. ShareChat will notify Advertiser promptly of any Losses for which it seeks indemnification and will permit Advertiser to control the defense of any third-party claim with counsel chosen by Advertiser; provided that Advertiser will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of ShareChat without ShareChat’s prior written consent.

17. Limitation of liability#

In the event ShareChat fails to deliver the Inventory or for failure by ShareChat’s and/or Publisher to publish an Ad in accordance with the Order in any respect, the sole liability of ShareChat shall be limited to, at ShareChat’s sole discretion on a case-by-case basis either: (i) issuing a refund of any portion of the fee paid as per the Refunds section of these Terms; or (ii) extension of the term of the Order until the contracted Services 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 Ad Agreement, 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, labor 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.

18. Miscellaneous#

This Ad Agreement: (a) may be 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 ShareChat and the Advertiser, and shall supersede any and all other agreements, whether written or oral, between ShareChat and the Advertiser. Any additional or different terms and conditions included on any documentation or purchase order provided by the Advertiser shall be null and void. In the event that any provision of the Ad 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 Ad Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. All outstanding payment obligations, Sections 1, 2, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of these Ad Agreements and such other provisions which by their nature should survive, shall survive any termination or expiration of the Ad Agreement. ShareChat and the Advertiser are independent contractors, and no agency,partnership, joint venture or employee-employer relationship is intended or created by this Ad Agreement. All rights and remedies hereunder are cumulative. This Ad Agreement or any part thereof is subject to change at any time in ShareChat’s sole discretion. To the extent that the changed terms conflict with this Ad Agreement, the changed terms will prevail with respect to your use of a specific feature or functionality to the extent of such conflict. Your continued use of your Business Account or the Services or the MTPL SSP after reasonable notice to you of any changes to these Terms constitutes your acceptance of those changes.

19. Governing law#

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