Loco | Streamer Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR STREAMERS

These Standard Terms and Conditions for Streamer and the Agency (if applicable), as maybe amended and supplemented from time to time, governs the relationship between Stoughton Street Tech Labs Limited (“Company”) and Streamer and the Agency (if applicable) as more particularly mentioned in the Term Sheet as may be executed between the Company and Streamer and the Agency (if applicable). The Company, the Streamer and the Agency (if applicable) shall individually be a “Party” and shall collectively be the “Parties”

DEFINITIONS
1. “Affiliates” shall mean, in relation to any Party, a Person that Controls, is Controlled by, or is under the Control of such Party and includes an ‘associate company’ of such Person as defined in Section 2(6) of the Companies Act, 2013;
2. “Agreement” shall mean and include the Standard Terms and Conditions for Streamer(s) and/or the Agency (if applicable) read along with the Term Sheet executed by the Parties;
3. “Ancillary Content” shall have the meaning ascribed to it in Clause 7.2;
4. “Animated Renders” shall mean digital collectibles/ animated renders/images made from/ based on any of the Works;
5. “Applicable Law” shall include all Indian laws, any statute, law, regulation, ordinance, rule, final judgment, rule of law, final order, final decree, clearance, authorization, approval, directive, guideline, policy, requirement, or governmental restriction having the force of law, or any determination by, or any interpretation or administration of any of the foregoing by, any governmental authority, statutory or judicial or regulatory authority, whether in effect as of the date of the Term Sheet or thereafter and in each case as amended;
6. “Business Day” shall mean a day (other than a Saturday, a Sunday or a public holiday) on which banks are open for general business in New Delhi;
7. “Collaboration” shall have the meaning ascribed to it in Clause 3.1;
8. “Company IP” shall have the meaning ascribed to it in Clause 6.1(b);
9. “Company Logos” shall have the meaning ascribed to it in Clause 6.1(b)(i)(B);
10. “Company Policies” shall have the meaning ascribed to it in Clause 5.1(d);
11. “Company’s Trade Secrets” shall include, without limitation, the following:
  1. technical, financial, commercial or any other information that belongs to Company and is considered by Company as a trade secret;
  2. all relevant documents pertaining to the Collaboration, such as the Agreement, and supplementary agreements of the Agreement, if any;
  3. any inventions, mask works, ideas, processes, formulas, source and object codes, data programs, other works of authorship, know-how, discoveries, developments, designs, techniques, research; and
  4. any other not publicly known information that should be reasonably identified as trade secrets, including but not limited to Company’s management strategies, information about Company’s organization or structure, revenue information, client lists, streamer lists and their contact information, other business plans, plans for research and development, Company’s personnel information and their contact information, any information about Company’s prospective contracts, information regarding the third party contracts (whether with Streamer or otherwise) and Company’s business model in connection with the use of such third parties, and the communication between the Parties in relation to the exclusive cooperation;
12. “Competing platforms” means:
  1. any live or on demand streaming service operating or available to Users in India which directly or indirectly competes with Platforms, whether now or in the future, including, but not limited, to any Person running or owning (whether directly or through their Affiliates or associates) the following:
    Twitch, Facebook, Facebook Gaming, Rooter App, Mx Player, Instagram, Garena LIVE, Booyah, Vidio Nonton TV & Video, BIGO LIVE, Cube TV, Nonolive, KEWL, Rheo, Here Live - Tambah & chat di live streaming GRATIS, 17, GO Live, Young_Live, Uplive, Trovo Live, Friday Night Live, Tamago, VOOV, musical.ly, Kitty Live, StreamCraft, Afreecatv, TikTok, Mobile Premier League, Winzo, FanClash, Nimo TV, Turnip, Glance, Netflix, Jio, Hotstar, Airtel, Sharechat, Dailyhunt, Voot, SonyLiv, Zee5, GetStan, Hefty Entertainment, GGTV, Glip, YouTube etc; or
  2. any platform similar to the Platforms, run by any Person; or
  3. any entity carrying out an activity/ business which is similar to the business carried out by Company;
13. “Confidential Information” shall mean any confidential and/or proprietary information, belonging or relating to any Party, including the following:
  1. the details regarding the work product of the associates of the Parties disclosed during the course of the Agreement;
  2. confidential and proprietary information of any third parties, including but not limited to former, existing or prospective agents, partners or affiliates;
  3. the terms and conditions of the Agreement;
  4. all record bearing media containing or disclosing the above information or techniques, whether identified as ‘confidential’ expressly or not and
  5. Company’s Trade Secrets;
14. “Consideration” shall have the meaning ascribed to it in Term Sheet;
15. “Content” shall have the meaning ascribed to it in Clause 6.4;
16. “Content Schedule” means a monthly schedule, agreed between the Parties as per the terms of the Agreement, explaining when the Streamer will engage in the Collaboration;
17. “Control” (including the terms “Controlled by”) means, in relation to a body corporate, the right to (i) exercise, or control the exercise of, whether directly or indirectly, acting alone or together with another Person, more than 50% (fifty per cent) of the total voting rights at a general meeting of that body corporate, or (ii) the right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions or management of that body corporate, including right to appoint majority of the board of directors of that body corporate, and in relation to any Person which is not a body corporate, the right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions or management of that Person;
18. “Dispute” shall have the meaning ascribed to it in Clause 14.2(a);
19. “Dispute Notice” shall have the meaning ascribed to it in Clause 14.2(b);
20. “Effective Date” shall mean the date as set out in Term Sheet;
21. “Existing Works” shall mean Works that are in existence as on the Effective Date and are owned by the respective Streamer;
22. “Force Majeure Event” shall include but not be limited to any event beyond the reasonable control of the affected Party, such as an act of God (including landslides, earthquakes, explosions, fire, floods and washout), strikes external to a Party, lockouts external to a Party, or other industrial or civil disturbances, acts of public enemy, wars whether declared or not, insurrections, riots, terrorist acts, epidemic or pandemic, or any government imposed and sanctioned lockdown or any decision by any game publisher to prohibit Streaming (defined below) of Games on the Platforms for any reason not related to the act or omission of either Party;
23. “Future Works” shall mean Works that are created during the Term after the Effective Date and will be owned by the respective Streamer;
24. “Game IP” shall have the meaning ascribed to it in Clause 6.1(a);
25. “Games” shall mean any game played on a computer, console, or mobile device, or any other electronic medium;
26. “Indemnified Parties” shall have the meaning ascribed to it in Clause 11.3;
27. “Indemnifier(s)” shall have the meaning ascribed to it in Clause 11.1;
28. “Indemnitees” shall have the meaning ascribed to it in Clause 12.1;
29. “Intellectual Property” shall mean all forms of intellectual property subsisting under Applicable Law and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world, whether or not filed, registered or recorded and whether now or hereafter existing, filed, issued or acquired in relation to the business of the either Party including any improvements thereto in any and all parts of the world, including without limitation:
  1. rights associated with works of authorships, including without limitation, copyrights, copyright applications, copyright registrations;
  2. rights in trademarks, trademark registrations, and applications therefor, trade names, service marks, service names, logos, or trade dress and corporate names and other source indicators and registrations and applications for registration and foreign counterparts thereof, and the goodwill;
  3. rights relating to the protection of trade secrets and Confidential Information;
  4. internet domain names, internet and world wide web URLs or addresses;
  5. all other intellectual property rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained thereof;
  6. designs including registrations and applications for registration thereof; (vii) computer software, data and documentation;
  7. know-how, business intelligence and confidential business; and
  8. copies and tangible embodiments thereof;
30. “Game Publisher” shall mean any publisher that:
  1. publishes digital Games that have been developed either internally by the publisher or externally by a Game developer;
  2. finances the development of the digital Games; and.or
  3. handles the marketing and release of the Game;
31. “Loco Logo” shall have the meaning ascribed to it in Clause 6.1(b)(i)(A);
32. “NFTs” shall mean the non-fungible tokens created, developed and/or minted based on the Works and/or Animated Renders;
33. “On Demand Content” shall have the meaning ascribed to it in Clause 7.1;
34. “Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, joint venture, government or any agency thereof or any other entity that may be treated as a person under Applicable Law or any other legal entity (in each case, whether or not having any separate legal personality);
35. “Platforms” shall mean the live game streaming website and application termed ‘Loco’ which is owned and operated by the Company; and any and all products, services, network of websites operated by or under the control of Company, whether now existing or created/ acquired in the future and across all modes, media, social media handles and formats;
36. “Platform Data” shall have the meaning ascribed to it in Clause 6.1(a)(ii);
37. “POSH” shall mean the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time;
38. “Streamer Agreement” shall have the meaning ascribed to it in Clause 5.1 (e);
39. “Streamer Content” shall mean the content generated during the Term of the Agreement as a result of the streaming by the Streamer for the purposes of the Agreement by the Streamer comprising:
  1. exclusive live streams in which the Streamer play or commentate upon the Games (“Live Streaming”);
  2. broadcasts of the streaming (including on demand video services, or any other audio or visual format (whether live or otherwise);
  3. any other content incorporating the Streamer as may be acceptable to Company; and
  4. any re-broadcast of any of the foregoing;
40. “Term” shall have the meaning ascribed to it in Clause 10.1;
41. “Term Sheet” shall refer to the term sheet executed between the Parties capturing the commercial understanding and which shall be read together with the Standard Terms and Conditions; and
42. “Tournaments” shall have the meaning ascribed to it in Clause 3.1(b);
43. “Users” shall mean the users of the Platform; and
44. “Work(s)” shall mean each of the Streamer’s name, image, photograph, picture, snapshot, print, slide, portraits, silhouette, likeness, caricature, digital render, shot, negative, tape, moments of games/while gaming, copyrights, logo(s), trade name(s), trademarks, (whether registered or not), logos/ pictures/ images based on the names, 2D clips, short videos and/or any derivates thereof which are in existence as on the Effective Date or created/ developed during the Term in terms of the Agreement or otherwise. For the purposes of the Agreement, the term ‘Works’ shall comprise of any and all Existing Works and Future Works;
INTERPRETATION
1. reference to an “amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended” is to be construed accordingly;
2. a reference to a “Party” to any document includes that Party’s successors, executors and permitted transferees/assigns, as the case may be;
3. unless the context otherwise requires, the singular includes the plural and vice versa;
4. the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with reference to a specific Clause in, or Schedule to shall refer to such Clauses in, or Schedule to and when used otherwise than in connection with specific Clauses or Schedules;
5. headings and the use of bold typeface shall be ignored in its construction;
6. any reference to a Clause, unless indicated to the contrary, a reference to a Clause of this document;
7. where a wider construction is possible and the context so requires, the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;
8. references to the word “includes” or “including” are to be construed without limitation;
9. references to the word “permitted assigns” shall include its novatees, assignees and transferees;
10. references to a person shall include such person’s successors and permitted assigns;
11. all references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, substituted, novated or assigned from time to time;
12. words importing a particular gender includes all genders;
13. words and abbreviations, which have well known technical or trade / commercial meanings are used in this document in accordance with such meanings;
14. any consent, approval, determination, waiver or finding to be given or made by a Party shall be made or given by a Party in its sole discretion;
15. any consent required to be provided by a Party shall mean the prior written consent of the Party;
16. in the computation of periods of time from a specified date to a later specified date, the words “from” and “commencing on” mean “from and including” and “commencing on and including”, respectively, and the words “to”, “until” and “ending on” each mean “to and including”, “until and including” and “ending on and including”, respectively; and
17. all obligations, responsibilities, and duties of the Streamer and the Agency (if applicable) under this document shall be on a joint and several basis and any reference to performance of any obligations by the Streamer under the Agreement, shall be deemed to mean and include that the Agency shall ensure performance of such obligations on the Streamer’s behalf and a breach of such obligations by the Streamer shall also be construed to be a breach on part of the Agency, unless otherwise specified (if applicable);
PURPOSE, EXCLUSIVITY AND CONSIDERATION
1. Unless otherwise agreed in the Term Sheet, the Parties shall collaborate pursuant to the terms of the Agreement as more specifically set out in Term Sheet for the purpose of:
  1. the streaming of Games or gaming-related content on the Platform by the Streamer, who shall do so exclusively with the Company;
  2. participation of the Streamer in the tournaments being broadcasted, streamed, on demand video services, or any other audio or visual format (whether live or otherwise), on the Platforms wherein the Streamer shall play Games with and against other teams of repute (“Tournaments”)
  3. creation of non-fiction content pieces for the Platform incorporating the Streamer;
  4. the collaboration for procuring brand engagements and other commercially beneficial collaboration for the Streamer; and
  5. other initiatives as set out in detail in Term Sheet, to be undertaken by the Streamer, who shall do so exclusively for the Company ((a) to (e) shall together be the “Collaboration”)
2. Unless agreed otherwise in the Term Sheet, the Streamer shall be bound to:
  1. exclusively conduct all the activities in relation to/similar to the Collaboration with Company only; and
  2. not engage, directly or indirectly (i.e. including without limitation through its related parties (as defined under the Companies Act,2013), group companies, directors, founders, promoters, joint ventures, partnerships, or by way of intellectual property rights deals, media rights deals etc.), with any other Person (including Competing Platforms) in relation to any activities similar to the Collaboration
3. Unless agreed otherwise in the Term Sheet, the Streamer shall be bound to carry out live streaming exclusively for Company, with various game-based focuses, including online games, e-sport competitions etc., and other gaming related services as may be required by the Company to be provided to the Users;
4. The Streamer agrees and undertakes that he shall complete all his obligations under the Agreement as per the terms and conditions of the Agreement and in a professional and diligent manner. The scope of work of the Streamer is subject to such modification/s as may be mutually agreed between the Parties in writing. The Streamer shall always be compliant with the scope of work set forth in Term Sheet and the obligations set forth therein and accepts the responsibility and obligation to ensure the same. The Streamer acknowledges and agrees that any failure to complete his deliverables as per the provisions of the Agreement including the Term Sheet, in a timely manner, shall be construed and considered as a material breach under the Agreement.;
5. Notwithstanding anything contrary contained in this document, the Company shall be entitled to enter into any other agreement or arrangement with any other Person for similar or different kind of arrangement for any activities similar to the activities as set out in this document, and, for avoidance of any doubt, under the Agreement, there shall be no exclusivity obligation whatsoever on the Company;
RIGHTS AND OBLIGATIONS
1. RIGHTS :
  1. In order to standardize the operation of the Platform and to protect the overall interests of the User and User experience of the Platform, the Company shall have the right to formulate, amend, and adjust Platform rules in accordance with the requirements of the Applicable Laws and regulations and actual operational needs. The Company shall notify the Parties of the new platform rules through announcements on the Platform, or any other notification methods as specified in Clause 13 hereof, pursuant to which announcement, the revised rules shall be binding on the Parties (to the extent applicable) and any amendment in the Platform rules altering the rights of the Parties under the Agreement shall not be considered a breach of the Agreement by Company. The Streamer and/or the Agency (if applicable) shall be duly notified of any changes in the Platform rules, policies, terms and conditions. However, if such amendments in the Platform rules adversely impact the performance of this Agreement by the Streamer and/or the Agency (if applicable) in any material way, the Streamer and/or the Agency (if applicable) shall have the right to object to them in good faith. The Streamer and/or the Agency (if applicable) shall in writing provide their reasons for objecting to the same within 3 (three) days of receipt of the notification. If they do not provide their reasons within such time period, it shall be deemed acceptance. Upon the Company receiving such objections, the Parties shall mutually discuss the objections and provide a solution. If the discussions fail, subject to Applicable Laws, the Parties agree that the new rules will not be binding, and the Agreement will continue in its present state.
  2. The Company shall have the right (but not the obligation) supervise the Streamer’s live streaming and require the Streamer to adjust the form or content including that of the live streaming. Ensuring adherence to Company’s instructions and requirements shall be the responsibility of the Streamer.
  3. Unless otherwise agreed in the Term Sheet the Company has the right to require the Streamer to advertise or promote products or events designated by Company or otherwise required by Company in reasonable ways, either directly or indirectly, during the Streamer’s live streaming or any other content creation.
  4. The Company has the right to review the contents of the Streamer’s live stream and other content created in accordance with the Applicable Laws and regulations, the Agreement, as per its business and operational requirements and as per relevant platform rules. If there is any improper or illegal content or content in violation of the provisions of the Agreement, during any of the Streamer’s live streaming or any other content created, the Company has the right to suspend the Streamer’s live streaming, either temporarily or permanently, delete the content at issue, and freeze or deregister the relative account
  5. The Company shall have no liability whatsoever:
    1. towards any actions or statements or representations of Streamer and/or the Agency (if applicable); and
    2. towards participation of the Streamer and/or the Agency (if applicable) in any competition(s)/tournaments except when such actions, statements and/or representations were made on behalf of, or under the instructions of, Company, in terms of the Agreement, in which case Company shall be exclusively liable for such statements and/or representations. The Streamer and/or the Agency shall not be considered a representative of Company at any point
  6. The Company shall not be liable in any manner whatsoever if any Streamer is addicted to the Games which are streamed, and it disclaims any liability in relation to such addiction.
  7. The Company may, without prior written intimation to the Streamer and/or the Agency (if applicable), broadcast, syndicate, license and/or use in a manner it deems fit (as long as it is not contrary to the Agreement) the Content for no additional consideration for marketing and publicity purposes during the Term.
  8. The Company does not endorse any Games, opinion, recommendation, or advice expressed by the Streamer and/or the Agency (if applicable), and Company expressly disclaims any and all liability in connection with streaming the Games.
  9. Advertising and Promotion: The Company shall for perpetuity have the unconditional right and authority, among other things, to:
    1. the Content (including live and pre-recorded audio-visual works, to use services,such as chat, bulletin boards, forum postings, voice interactive services); and
    2. to participate or utilize any content that the Streamer may create, post, transmit, perform, or store, including messages, text, sound, images, applications, code or other data or materials and content, for the purpose of marketing and advertising Company and the Collaboration without any monetary obligations or any liabilities being incurred by Company.
  10. To the extent permitted by law, the Company shall not be liable for any interruption or obstruction of the Platform caused by:
    1. unexpected dysfunction of the computer program, system, hardware, and communication lines that support the Platform;
    2. malfunction of the Platform;
    3. the Streamer’s improper use or use of the Platform through methods unauthorized by Company; and
    4. any and all other situations that the Company cannot reasonably control or foresee.
2. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF COMPANY
  1. Company shall provide live streaming technology service and service support to the Streamer.
  2. Subject to the terms of the Agreement, the Company shall duly pay the Consideration stipulated in the Term Sheet to the Streamer and/or the Agency (if applicable).
  3. Company represents and warrants to the Parties that:
    1. Company is authorized to enter into and execute the Agreement;
    2. Company has obtained all necessary licenses or authorization for its Platform and Company channels; and
    3. the execution and performance of the Agreement are in full compliance with all material Applicable Laws.
REPRESENTATIONS, RIGHTS AND OBLIGATIONS
1. The Streamer shall and the Agency shall (on behalf of itself and the Streamer, as applicable) on each day during the Term :
  1. ensure that the Streamer is bound to exclusively stream or broadcast for Company, in accordance with the terms of the Agreement;
  2. ensure that Streamer is bound to prepare all equipment or facilities employed or needed to carry out live streaming on the Platform by itself and ensure that the audiovisual quality is qualified for the Users to view as per the technical specifications conveyed by Company from time to time;
  3. ensure that, unless otherwise agreed in the Term Sheet and/or without the prior written consent of Company, the Streamer remains bound to not show, display, mention, advertise, engage with or use his influence for the benefit of, or promote any information or content related to the Competing Platforms in any form during the Term of the Agreement or engage in any other content creation (including but not limited to media and entertainment content, Games related content, etc.) and shall not introduce, advertise, promote or market any non-Company products and/ or introduce, invite, induce or instigate any Users or streamer of the Platform to accept the services of the Competing Platforms;
  4. ensure that it/he/she shall comply with the provisions of the Agreement, terms of use, all policies of Company including the privacy policy, POSH policy, service policies, and terms and conditions (“Company Policies”);
  5. promptly execute agreements in writing with each of the Streamer or the Agency (as applicable) to ensure compliance with the requisite terms of the Agreement and shall share a copy of it with Company (“Streamer Agreements”);
  6. ensure that the live streams shall have a minimum resolution of 1080p;
  7. ensure that all work product and the deliverables shall be of the highest quality as per the technical specifications of Company, in compliance with the original data or information, complete and shall contain no material omissions and distortions;
  8. submit relevant qualifications to Company, as requested by Company at any time during the Term; and
  9. ensure that the Streamer is bound to not create, make, cause or permit any lien, encumbrance, pledge, hypothecation or assignment of or claim against Intellectual Property in relation to the Agreement, or any rights therein, or upon the copyrights thereof, or the release, distribution, exploitation or exhibition rights therein, or upon any proceeds therefrom or any other rights, interests or property therein or pertaining thereto (in each case, to the extent such activity would not inhibit the ability of Company to exploit its rights under the Agreement to the fullest possible extent)
  10. ensure that the Streamer is bound to make sure that no network link, other than that of the Platform, shall be allowed to set on the Streamer’s profile page or description box of the Streamer’s streaming channel during the Term.
  11. ensure that the brand and the logo of the Platform, and any other symbols/logos and other marks designated by Company shall always be affixed and reflected prominently while the Streamer stream on his/her streaming channel, on the Platform and on any other platforms of third-party entities, including while streaming on YouTube, during the Term, if permitted;
  12. ensure that it/he/she establishes and maintains a positive image for himself (including but not limited to his make-up, apparel, remarks or behaviour) during his live streaming or any other content creation, and shall not engage in any acts violating public order, laws and regulations, or damaging his public image, such as drug use, alcohol use, theft, pornography, criminal offences or gambling, or is obscene, defamatory, libelous, harassing, hateful, racially or ethnically offensive, offensive to religious sentiments, biased/ sexist or encourages conduct that would be considered as a criminal offense, and shall not act in any way that has a negative impact on the products or brand image of the Company and the Platform or is otherwise inappropriate;
  13. ensure that he/it/she uploads pre-edited content on Loco and/ or other Platforms as may be mutually agreed between the Parties;
  14. ensure that Streamer shall create individual profiles and channels on Loco and shall stream his content on those profiles/ channels as may be acceptable to Company;
  15. ensure that Streamer uses OBS/computer to live stream on the Platform and keep the face camera and microphone on to ensure his/her face is clearly visible and voice is clearly audible to all viewers on the Platforms during the full course of Streamer’s live streaming period;
  16. not violate any laws and regulations (including but not limited to laws relating to torts, contracts, patents, trademarks, trade secrets, copyrights, defamation, obscenity, pornography, rights of publicity or any other rights) or encourage or instruct another to do so;
  17. not stream or create any content that depicts any minor (person under the age of 18 years, or under such age as may be the age of majority in the relevant jurisdiction);
  18. not stream or create any content that contains false representations or misrepresentations which could damage the interests of Company or any third party;
  19. not stream or create any content containing unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes or any other form of unauthorized solicitations;
  20. not stream or create any content containing copyrighted materials, or materials protected by any intellectual property laws, such that such streaming or content would amount to an infringement of such copyright or intellectual property right;
  21. not collect and/ or store personal data about anyone;
  22. not obtain or attempt to access any content or information through any means, which have specifically been made unavailable or protected under the Platform;
  23. not exploit any errors in the design, undocumented features and/or bugs to gain unauthorized access;
  24. not use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including, but not limited to, monitoring or copying any of the content/ material on the Platform without Company’s prior written consent;
  25. not use any manual process to monitor or copy any of the material/ content on the Platform for any unauthorized purpose without Company’s prior written consent;
  26. not introduce or upload any viruses, Trojan horses, worms, logic bombs, time bombs, cancelbots, corrupted files or any other similar software, program or material which is malicious or technologically harmful or that may damage the operation of the Platform or another’s property;
  27. not remove any copyright or other proprietary notices, content from the Platform or any of the materials contained therein;
  28. ensure that they do not subcontract any of its obligations under the Agreement;
  29. ensure that the Streamer is not under the influence of alcohol while streaming, or otherwise indulging in any substance abuse or use illegal drugs, or engage in any act of harassment or moral turpitude; and
  30. not enter into any existing legal and/ or contractual obligations which are in conflict with the Agreement and may in any manner pose a threat to their obligations under the Agreement or in any manner prevent the Streamer(s) from fulfilling their obligations under the Agreement.
2. The services, as set out in the Term Sheet, shall be deemed accepted by Company only upon formal written approval and acceptance by Company of the same. Company shall perform a review of the deliverables to confirm that the deliverables are in accordance with the documentation or other standards applicable and if applicable/ necessary, provide a statement of nonconformities to be corrected prior to Company’s acceptance of the deliverables, at no extra-cost to Company. Any such statement of nonconformities shall provide sufficient detail to enable the Streamer to remedy the failure to conform to the completion criteria contained in the applicable statement of work or as otherwise communicated by Company. Unless otherwise agreed to in writing by the Parties, the Streamer shall re-deliver corrected deliverables to Company within 12 (twelve) hours after receipt of such statement of nonconformities, but in any event in not more than 24 (twenty-four) hours from the submission of the statement of the nonconformities, free of any charges.
3. Streamer Representations
  The Streamer and/or the Agency (on behalf of itself and the Streamer, as applicable) represent and warrant to the Company on the date of execution of the Agreement and on each day during the Term that:
  1. the Streamer is at least 18 (eighteen) years of age or the age of majority, in the jurisdiction he/ she is accessing or using the Platform from and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement;
  2. it/he/she is fully conscious and aware of all the terms and conditions of the Agreement and agrees and confirms irrevocably that the same has been entered into without any pressure or coercion whatsoever;
  3. it/he/she has not entered into any similar agreement or similar arrangement;
  4. it/he/she has not entered into, shall not enter into and does not have any existing legal and/ or contractual obligations which are in conflict with the Agreement and may in any manner pose a threat to his obligations under the Agreement or in any manner prevent it/he/she from fulfilling his/her/its obligations under the Agreement;
  5. the execution and performance of the Agreement are in full compliance with all Applicable Laws and regulations and has not, do not and shall not infringe the rights and interests of any third party, including the rights, intellectual property and end user license agreement with the game developers or game publishers;
  6. it/he/she has not infringed upon or violated the copyrights or any other Intellectual Property of any person or entity while performing its obligations under the Agreement;
  7. it/he/she shall strictly abide by the Company’s operating systems and platform rules, and shall not use the Company or the Platform to engage in any activity in violations of laws and regulations;
  8. it/he/she has obtained all necessary licenses or authorization for performance of the Agreement;
  9. it/he/she shall not violate any laws and regulations (including but not limited to laws relating to torts, contracts, patents, trademarks, trade secrets, copyrights, defamation, obscenity, pornography, rights of publicity or any other rights) or encourage or instruct another to do so;
  10. it/he/she shall not use the Platform to stream or create any content that depicts any minor (person under the age of 18 years, or under such age as may be the age of majority in the relevant jurisdiction); and ;
  11. it/he/she possess the necessary skills, expertise, and experience to perform the services and activities contemplated under the Collaboration in accordance with the provisions of the Agreement and the requirements/specifications as set out in Term Sheet.
4. The Agreement does not constitute any form of agency, partnership, joint venture, employee- employer, principal representative, orfranchisor-franchisee relationship between the Streamer and/or the Agency (if applicable) and the Company. The Company shall not be liable for any loss or damages:
  1. suffered or caused by the Streamer and/or the Agency (if applicable) in the course of his engagement; and
  2. incurred as the result of any disputes between the Streamer and/or the Agency (if applicable) and any other third parties including those between the Streamer and/or the Agency (if applicable) and game publisher(s)/ game developers/ streamers while providing the services pursuant to the Collaboration for the Company.
5. The services are to be performed by the Streamer as per the Agreement in furtherance of the Collaboration. The Streamer shall complete these services and deliverables in a professional and diligent manner. The scope of work is subject to such modification/s as may be mutually agreed between the Parties in writing, The Streamer shall always be compliant with the scope of work set forth in Term Sheet and the obligations set forth therein and accepts the responsibility and obligation to ensure the same.
INTELLECTUAL PROPERTY
1. In the Agreement,
  1. “Game IP” means all Intellectual Property owned by Game Publishers;
  2. “Company IP” shall mean, collectively:
    1. all Intellectual Property in, relating to and derived from:
      1. the Loco name and logo (the “Loco Logo”);
      2. the Platforms and any and all content therein (including, without limitation, the names and logos of the Platforms (together with the Loco Logo, the “Company Logos”)
    2. any and all information, data, analysis, metrics and reporting resulting from use of the platform by the Streamer (including, without limitation, user personal data (including IP address), watch hour data, concurrent viewership data, directory position, engagement rate and click through rate, and comparisons of such data with that derived from other content deployed on the Platforms) (together the “Platform Data”);
    3. all other Intellectual Property owned or controlled by Company or its Affiliates; and
    4. in each such case, excluding the Game IP.
2. The Parties acknowledge and agree that the title to and ownership of the Company IP is and shall always remain the exclusive property of Company. Except as expressly set forth herein, nothing in the Agreement grants, assigns and/or transfers to the Streamer and/or the Agency (if applicable) any right, title or interest in or to the Company IP. At no time during or after the Term will Streamer and/or the Agency (if applicable) challenge (or assist or procure others to challenge) the Company IP, or the registration thereof, or attempt to register any trademarks, service marks, trade names or domain names confusingly similar to the Company IP. The Streamer and/or the Agency (if applicable) shall not use the Company IP without the prior written approval of Company.
3. The Streamer and the Agency (if applicable) shall have no claim upon any commercial benefit from the services rendered as part of the Collaboration except for the Consideration as more particularly mentioned in Term Sheet. The Streamer and the Agency (if applicable) shall be bound to not utilize any content provided by Company or provided to Company for any purposes other than as specified in the Agreement and shall not sell or commercially exploit in any manner, any content received from Company or provided to Company. However, nothing in this clause shall be deemed to restrict the rights of the Streamer to use Streamer Content for posting (in all forms as permitted by the Company) on their respective social media handles (as approved by the Company) , for non-commercial purposes.
4. All Intellectual Property rights in the Streamer Content and On Demand Content and the Ancillary Content (together the “Content”) and all the derivative and subsequent works created pursuant to such Content shall belong to the Streamer. The Streamer represents and warrants that the Streamer owns the Intellectual Property in the Content, and no other Person has any interest in it in any manner and the Streamer has the unconditional right to license the Content as per the terms of the Agreement. The Streamer hereby agrees and exclusively, irrevocably, unlimited, perpetually and without royalty, licenses to Company all the Intellectual Property rights in the Content for advertising, promoting, marketing, broadcasting publication, exhibition, display, distribution, assigning, reselling, sub-licensing, syndicating, monetizing, editing, recreating or uploading of such information on the Platforms. Such licensing is permanent, worldwide, transferable, sub-licensable. The Content shall not be utilized by the Streamer or any other third party for any purpose except without the prior written consent of the Company. The Company shall not be required to pay any additional fees to the Streamer and/or the Agency (if applicable) for such licensing. In the event of the occurrence of any action that infringes Company’s legitimate interest, including but not limited to copyrights and copyright-related rights, of the Content, such as publication, spread, transmission or copying without authorization from the Company, the Company shall be entitled to protect its rights and interests, and the Streamer and/or the Agency (if applicable) shall provide all support to such end. The Company may copy, dub in any language (except for the subtitle in English language), edit, modify, alter, clip, merge, transfer or monetize the Content in its sole discretion and such alteration shall not be considered an infringement of the moral rights of the Streamer.
5. The Streamer agreesthat it owns the Content and that it has all the necessary rights to use the Content in the manner in which it is used on the Platform. The Streamer agrees that when it submits the Content, it shall comply with the terms of the Agreement, and all policies and procedures of the Collaboration as may be in effect from time to time, including the rules of user conduct for the services performed pursuant to the Collaboration. All Company Policies as available on its website are hereby incorporated by reference into the Agreement.
6. The Streamer hereby agrees that Company shall have the right to use the Streamer’s portrait, name (including real name, nickname on the Platform, in-game name), recording, video, image, likeness and all other related audio-visual works generated on the Platform or any other streamer symbols in connection with the Streamer; live streaming or content creation on the Platform.
7. The Streamer agrees that license granted under the Agreement shall be irrevocable, perpetual, sub-assignable, transferrable and such authorization shall survive the expiry or the termination of the Agreement, notwithstanding the reason for such termination. The Streamer and/or the Agency (if applicable) shall ensure that it has procured all necessary permissions and/ or approvals to ensure compliance with and enforceability of this Clause 6.10.
8. Notwithstanding the forgoing, the Parties agree that the video game developers exclusively own the Game IP in the Games relevant to the Agreement and that any broadcasting of the Games is made pursuant to a revocable license from the Game Developer.
9. The provisions of this Clause 6 shall survive the expiry/termination of the Agreement.
CONTENT
1. The Company may require the Streamer to create content in relation to the game stream and the Collaboration (the “On Demand Content”), and the Streamer shall create such On Demand Content, as required by Company. Such On Demand Content may be used by Company at any time during or after the Term of the Agreement.
2. he Streamer shall ensure that he/it shall be bound to inter alia, engage with viewers on the Platform in chat rooms and shall host talk shows (on the games and hacks of the games) in relation to the Collaboration (such content being “Ancillary Content”). The Company may use the Ancillary Content to its discretion at any time during or after the Term and for any purpose (whether commercial or otherwise). Subject to the terms of the Agreement, the Streamer shall ensure that the Ancillary Content is in accordance with the Company Policies.
3. The Company shall not be liable in any way for any violation, infringement or contravention of the Applicable Laws and third party rights in relation to the Content.
CONFIDENTIALITY
1. The Parties shall not use the name or trademarks of the other Party in its advertising or other publications or in any other manner except as provided for under the Agreement without the prior written consent of the other Party
2. Each Party agrees to use the same degree of care as such Party uses to protect its own information, instruments, documents, Intellectual Property and details concerning their business for any Confidential Information obtained about the other Party pursuant to the Agreement.
3. Each Party acknowledges that it shall not, unless otherwise required by Applicable Laws, disclose such Confidential Information including any information relating to the existence of the Agreement to any third party without the prior written consent of the other Party.
4. This Clause 8 shall survive the termination or rescission of the Agreement.
BREACH
1. In the event of a breach of the Agreement by the Streamer and/or the Agency (if applicable), the Company shall have the right (and not the obligation) to exercise any/ all of the remedies as set out below, in addition to any other right or remedies that it may have under the Applicable Laws or equity:
  1. the Company shall have the right to exercise its indemnification under Clause 11 (Indemnification);
  2. the Company shall have the right to temporarily or permanently suspend, freeze or delete the Streamer’s Platform account until the Streamer cures the breach or till such other period as Company decides;
  3. the Company shall have the right to suspend the Agreement whether in part or in full as decided by the Company in its sole discretion; and/or
  4. the Company shall have the right to ban the Streamer from registering a new Platform account.
2. The Parties agree that if the Streamer and/or the Agency (if applicable) breaches the provisions under Clause 3 (Purpose, Exclusivity and Consideration), Clause 4 (Rights and Obligations), Clause 5 (Representations, Rights and Obligations), Clause 6 (Intellectual Property), Clause 7 (Content), and/ or Clause 8 (Confidentiality), among other provisions, it will prima facie cause irreparable harm to the Company and its Affiliates and incalculable inconvenience for conducting its business. The Streamer and/or the Agency (if applicable) hereby agree and acknowledge that in the event of the breach of the Agreement by either of them, monetary damages may not be sufficient to remedy such breach, and therefore, Company shall have the right (and not the obligation) to:
  1. require the specific performance of the Agreement by the Streamer and/or the Agency; and/ or
  2. seek suitable injunction or interim order from a court of relevant jurisdiction to prevent the Streamer from breaching the Agreement, including without limitation the Clause 3 (Purpose, Exclusivity and Consideration).
TERM AND TERMINATION
1. For the Agreement, “Term” shall mean the period as set out in the Term Sheet. The Parties agree that the Term shall be considered as a lock-in period for the Streamer and/or the Agency (if applicable) and the during which the Streamer and/or the Agency (if applicable) shall not terminate the Agreement.
2. Termination by Company:
  1. Termination for Cause: The Company shall have the right (but not the obligation) to immediately terminate the Agreement following the occurrence of any non-performance or breach of any provision of the Agreement by the Streamer and/or the Agency (if applicable) wherein such breach is not remedied (if it is capable of being remedied), within 3 (three) days of the Streamer breaching the Agreement (“Termination for Cause”).] In addition to the foregoing, the Company shall also have the right (but not the obligation) to terminate the Agreement on occurrence of the following:
    1. any direct or indirect damages to Company, monetary or otherwise, caused by the Streamer and/or the Agency (if applicable);
    2. an extraordinary/ unforeseen circumstance renders the Streamer and/or the Agency (if applicable) unsuitable for the Collaboration, and such extraordinary circumstance has not been eliminated within 3 (three) days of being notified by the Company, or the Streamer and/or the Agency (if applicable) ceases to provide the services as contemplated as part of the Collaboration without providing a proper reasoning or leave of absence for a period of 7 (seven) days;
    3. any adjustment or alteration of Company’s business structure or business plan or business strategy;
    4. the Streamer and/or the Agency (if applicable) fails to satisfy Company’s requirements while providing the services under the Collaboration (even if such failure does not constitute a breach of the Agreement), and fails to cure such dissatisfaction within 3 (three) days of being notified by Company;
    5. any breach, material or otherwise by the Streamer and/or the Agency (if applicable) of the policies of the Company;
    6. any adjustment or alteration of the Company’s business structure or business plan or business strategy; and/or
    8. any change in the laws, administrative regulations, administrative rules, or policies related to the Agreement or the Streamer or the gaming industry in general, resulting in the inability or risk of inability of the continuing performance of the Agreement by either Party.
  2. Termination without Cause: The Company shall have the right to terminate the Agreement without assigning any reason and by providing a prior notice of 1 (one) day (“Termination without Cause”). The Streamer shall not be entitled to terminate the Agreement for any reason whatsoever, except in the manner provided for in Clause 10.2 (d) below.
3. Termination for POSH Non-Compliance: Company shall have a right to immediately terminate the Agreement for any breach of POSH compliance and shall be considered termination as per the provisions of Clause 10.2(a) hereinabove, that is Termination for Cause.
4. Termination by Streamer/Agency: In case the Company does not pay any part of the Consideration under the Agreement, the Streamer and/or the Agency (if applicable) shall have the right to terminate the Agreement by providing a prior written notice of 45 (forty-five) Business Days to the Company to cure the said breach as per the provisions of this Clause 10.4, provided that such payments are not disputed between the Parties. If the aforementioned breach is not cured by the Company within the said 45 (forty-five) Business Days from the date of notification of breach by the Streamer and/or the Agency (if applicable), the Streamer and/or the Agency (if applicable) shall have the right to terminate the Agreement. It is hereby clarified that Streamer and/or the Agency (if applicable) shall not be entitled to terminate the Agreement in any manner for any reason except for the reasons set out in this Clause 10.4.
5. The Parties hereby agree and acknowledge that any default/ breach by the Agency and/ or Streamer (“Defaulting Party”):
  1. under this Agreement shall result in a default/ breach of any other agreement executed between either of the Defaulting Party and the Company, entitling the Company to the default/ breach related rights under the other agreements also;
  2. under any agreement executed by either of the Defaulting Party with the Company shall result in a default/ breach of this Agreement, entitling the Company to the default/ breach related rights hereunder also.
6. It is hereby clarified that Clause 10.1 to 10.5 above shall be subject to conditions as may be otherwise agreed by the Parties in the Term Sheet. If there is any inconsistency between the provisions of the Term Sheet and Clause 10.1 to Clause 10.5 above in relation to the rights of the Parties, the provisions of the Term Sheet shall prevail.
7. In case of the termination of the Agreement:
  1. such termination shall not affect Company’s rights, ownership and/ or enjoyment of the Intellectual Property rights and/ or any other rights granted to Company, under the Agreement in and in relation to the Collaboration/results of the Collaboration and statement(s) of work and any Content generated pursuant to the provisions hereof (including the On Demand Content and the Ancillary Content), accrued to it till such date of termination;
  2. the provisions of the Agreement the nature of which should reasonably require the survival thereof shall survive the termination of the Agreement;
  3. arising due to completion of the Term or Termination without Cause, the Streamer or the Agency (as applicable) shall not be required to refund any amounts to the Company under the Agreement and the Company shall pay the pro-rata Consideration up to the date of the termination. If any advance has been paid to the Streamer or the Agency (as applicable), the same shall be adjusted towards the Consideration that is due and payable, and any remaining amount shall be refunded;
  4. arising due to Termination for Cause, the Streamer or the Agency (as applicable) shall not be entitled to receive any further payments out of the Consideration and shall not be entitled to receive any accrued amounts and/or pending bills;
  5. such termination will be without prejudice to Parties’ accrued rights, remedies, claims, or defenses hereunder;
  6. it is further clarified that the rights granted to Company under the Agreement are irrevocable, exclusive and perpetual and shall not be subject to rescission by or reversion by the Streamer or any third-party authorized or any third-party authorized/appointed by him under any circumstances whatsoever;
  7. such termination shall require the Parties to forthwith cease the use of all Confidential Information and all intellectual property which belongs or may belong to the other Party and/or one or more of its affiliated companies under the Agreement or otherwise, including but not limited to copyright in any written material, plans, patents, designs or other works, know how, technical or other information or expertise, and shall, at the request of the disclosing Party, forthwith return to the disclosing Party, or otherwise dispose off as the disclosing Party may instruct, all Confidential Information and other documents, papers and materials whatsoever provided to the other Party and/or its employees and agents. The Party receiving the Confidential Information shall provide a declaration/undertaking in writing and signed by its authorised signatory to the disclosing Party, stating that all Confidential Information have been returned or otherwise disposed off as instructed by the disclosing Party;
  8. once a copy of the Streamer’s Content or any other similar data, which is stored with Company in any manner or mode, is made available to the Streamer, the Company may retain or delete the data recorded in the Streamer’s account on the Platform or data that the Streamer store in his/ her account/ servers during the use of the Platform; and
  9. The Streamer shall be solely responsible for the backup of data and other personal information on the Streamer’s account on the Platform. The Company shall not be responsible for any loss of the Streamer’s information or data on the termination of the Agreement. Further the Company shall not be under any obligation to provide the Streamer with any data in the Streamer’s account on the Platform or the data stored in the Platform servers during the Collaboration.
INDEMNIFICATION
1. To the fullest extent permitted by Applicable Law, the Streamer and/or the Agency (if applicable) (“Indemnifiers”) shall agree to defend, indemnify, hold harmless and keep indemnified the Company and the Platform, their site operator, their parent corporation, their respective affiliates, licensors, service providers, officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) on demand from and against any and all claims (including third-party claims), damages, judgments, awards, obligations, losses, liabilities, proceedings, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to:
  1. the Streamer’s and/or the Agency’s (if applicable)’ use or access to the Platform; and/ or
  2. any act or omission by the Streamer and/or the Agency (if applicable), including but not limited to any breach of the Agreement; and/ or
  3. any claim that the live streaming content or any other content created out of the Agreement, misappropriates, violates or infringes any third party’s copyrights, patents, trade secrets, trademarks or other proprietary rights; and/ or
  4. any failure by the Streamer and/or the Agency (if applicable) to perform its rights and obligations under the Agreement. The Indemnifiers’ duty to defend is independent of the Indemnifiers’ duty to indemnify.
2. The Indemnifiers’ obligations under this Clause are independent of any and all of the Indemnifiers’ other obligations under the Agreement. This defense and indemnification obligation shall survive the premature termination/ expiry of the Agreement. The Streamer and/or the Agency (if applicable) agrees that the Company shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of the Company’s choice and to compromise or settle any such claims, demands, or litigation.
3. The indemnification rights of the Indemnified Parties under the Agreement are independent of, and in addition to, such other rights and remedies as the Indemnified Parties may have under the Applicable Laws or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. To ensure that the Streamer and/or the Agency (if applicable) sufficiently indemnifies the Company, Company reserves the right to take one or more of the rights set out in Clause 9 of the Agreement.
4. If the Streamer’s and/or the Agency’s (if applicable) breach of the Agreement is made known to the public and that results in negative impact on Company’s brand and image or that causes Company to suffer from a public relations crisis, Company reserves the right to request the Streamer and/or the Agency (if applicable) to issue a written statement officially clarifying the facts and apologizing to the Company, the Users and/ or any group or cluster designated by Company. The Company has the right to seek legal and equitable relief from the Streamer and/or the Agency (if applicable) for any loss or damages incurred and such right shall be independent of any other rights the Company may have under the Agreement or under Applicable Laws.
5. The provisions of the entire Clause 11 shall survive the expiry or termination of the Agreement.
LIMITATION OF LIABILITY
1. To the fullest extent permitted under Applicable Laws, in no event shall the Company or any of its Affiliates or group companies or any of their respective officers, employees, directors, shareholders, agents, or licensors be liable to the other Parties (whether in contract, tort, statutory, or otherwise) and/ or their respective directors, officers and/ or representatives (“Indemnitees”) for any:
  1. indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data or other intangible losses (even if such party were advised of, knew of or should have known of the possibility of such damages), resulting from the Agreement; and/ or
  2. any claims, damages, judgments, awards, obligations, losses, liabilities, costs or debt, and expenses which resulted from or were contributed to by the actions or inactions of the Indemnitees (in each case, to the extent of such contribution), or which the Indemnitees have a duty under Applicable Law to mitigate.
2. The provisions of this entire Clause 12 shall survive the expiry or prior termination of the Agreement.
DELIVERY AND NOTIFICATION
1. All notices required or permitted hereunder shall be in writing and in the English language and shall be sent by recognized courier and/ or by email addressed to the address of each Party set forth below, or to such other address as such Party shall have communicated to the other Party. Notice shall be deemed to have been served when actually received (such receipt to be evidenced by courier confirmation or email delivery receipt).
  If to company:
  Address: B/202 Shakti Sadan, Bldg. No. 14Kher Nagar,Near Provident Fund Office, Bandra(East),
  
  Mumbai — 400051
  
  Email: legal@loco.gg
  
  Attn: Mr. Ashwin Suresh
  
  If to the Streamer and/or the Agency (if applicable): As mentioned in Term Sheet
2. Any Party hereto or others mentioned above may change any particulars of its address for notice by notice to the other in the manner aforesaid.
3. No notice shall be deemed to have been given or served unless addressed to the person to be served as set out above or to such other address of which the intended recipient shall have informed the giver or server of the notice in writing. A notice shall be deemed to have been served on
  1. the same day in case of personal delivery,
  2. the expiry of 5 (Five) days from dispatch in case of registered post and
  3. on the same day in case of email, provided there is no error in transmission.
GOVERNING LAW AND DISPUTES RESOLUTION
1. Jurisdiction: The Agreement and the relationship between the Parties hereto shall be governed by and interpreted in accordance with laws of India. Subject to the provisions of Clause 14.2, the courts in New Delhi shall have the exclusive jurisdiction in relation to all matters arising out of the Agreement.
2. Dispute Resolution:
  1. The Agreement and any obligations, controversy, claim, or dispute arising out of or in connection with it, including the breach, termination, or invalidity thereof (“Dispute”), the Parties shall use all reasonable endeavors to negotiate with a view to resolving the Dispute amicably.
  2. If a Party gives the other Parties a notice that a Dispute has arisen (a “Dispute Notice”) and the Parties are unable to resolve the Dispute amicably within 5 (Five) days of service of the Dispute Notice (or such longer period as the Parties may mutually agree in writing), then the Dispute shall be referred to arbitration conducted as per the provisions of the Arbitration and Conciliation Act 1996. The seat of arbitration shall be New Delhi.
  3. The venue of the proceedings shall be New Delhi and all proceedings in the arbitration shall be conducted in English. There shall be a sole arbitrator who shall be mutually appointed by the Parties to the Dispute. In the event that the Parties fail to agree on a sole arbitrator within 15 (fifteen) days of the Dispute Notice, the Parties will appoint an arbitrator in accordance with the provisions of the Arbitration and Conciliation Act 1996. Any arbitral award shall be final and binding on the Parties. The Parties agree that the arbitration proceedings shall be kept confidential.
  4. The Parties further agree that the arbitrator shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of its counsel) incurred in the arbitration and award interest up to the date of the payment of the award. Each Party shall bear its own costs in relation to the arbitration proceedings unless otherwise determined by the arbitration award.
MISCELLANEOUS
1. Waiver:The Company’s failure to exercise or enforce any right or provision of the Agreement shall not be deemed to constitute a waiver of such right or provision herein. No waiver by the Company to any right shall be deemed as a waiver to any other rights or any subsequent breach. Any waiver of any provision of the Agreement shall come into effect only if in writing and hereto signed by the relevant Party. Any waiver given under the Agreement or otherwise by the Company to the Streamer and/or the Agency (if applicable) shall be considered a waiver solely for the specific instance where such waiver was sought and given. Such waiver shall in no instance be deemed to be a continuing waiver or a waiver for past, future or other events of similar nature and it is clarified that a waiver shall be sought by the Streamer and/or the Agency (if applicable) for each instance specifically from the Company who in its sole discretion may accept or provide the waiver.
2. Severability:
  1. If any provision of the Agreement is held to be illegal, invalid, incapable, or unenforceable under any present or future Applicable Law, and if the rights or obligations under the Agreement of the Parties shall not be materially and adversely affected thereby, then:
    1. such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in the Agreement but without invalidating any of the remaining provisions of the Agreement;
    2. the Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and
    3. the remaining provisions of the Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, incapable, or unenforceable provision or by its severance here from.
  2. The Parties shall then use all reasonable endeavors to replace the illegal, invalid, incapable, or unenforceable provisions by a legal, valid, and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
3. Assignment:
  1. The Agreement and any rights and licenses granted hereunder, shall not be transferred or assigned by the Streamer and/or the Agency (if applicable) to any third party without the prior written consent of the Company.
  2. The Company shall not require any prior written consent of the Person/Streamer/the Agency (if applicable) for assigning or transferring the Agreement and/ or any rights and licenses granted hereunder to any third party.
  3. Any assignment attempted to be made in violation of the Agreement shall be void.
4. Good Faith: The Parties hereto undertake with the other to act in the utmost good faith in interpreting and implementing the Agreement and agrees to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of the Agreement.
5. Costs: The Parties shall bear all the costs and expenses in relation to execution of the Agreement and consummation of all of the transactions thereunder including the stamp duty payable on the Agreement equally.
6. Entire Agreement and Amendments:
  1. The Agreement, any documents that expressly incorporate by reference constitute the sole and entire agreement between the Parties with respect to the subject matter of the Agreement and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
  2. Subject to Clause 3.1(a) and Clause 15.6(c) below, none of the terms of the Agreement shall be amended except in writing (including by way of an email with the amended terms sent by one Party and confirmed to in writing via email by the other Parties). The Parties hereby agree that in the event any of the terms of the Agreement are amended by way of an email in accordance with the provisions of this Clause 16.7, the Parties shall on a best effort basis execute an amendment deed to the Agreement, incorporating the said email amendment.
  3. The Company shall have the right to amend any of the terms of the Agreement due to changes in applicable regulations and policies, Company, products, operational and business needs and the circumstances under which the Agreement is performed. The amended Agreement shall be posted on the Platform and/ or conveyed to the Streamer and/or the Agency (if applicable), and the Streamer and/or the Agency (if applicable) hereby acknowledges and accepts that such posting/ being informed by the Company shall amount to sufficient notice of the amendment of the Agreement by Company. Further, the Streamer’s and/or Agency’s continued use of the Platform/performance of their respective obligations hereunder, upon the amendment of the Agreement shall constitute the unconditional acceptance of the amended Agreement by the Streamer and/or Agency.
7. POSH: The Company strictly complies with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) (“POSH”) and aims at providing a safe working environment for its women employees. The Streamer shall comply with the POSH and the Company’s POSH policies and shall always abide by it. A copy of the Company’s POSH policies can be made available on request. If any complaint (whether written or oral) pertaining to any harassment or discrimination as identified pursuant to POSH is made against the Streamer and/or the Agency (if applicable) during the Term of the Agreement or after the expiry of the Term but in relation a time period falling within the Term, then the Streamer and/or the Agency (if applicable) shall render all necessary cooperation, including providing responses and appearing before the internal complaints committee (as applicable and if so requested) and undertake all such other acts as may be requested by Company. Any violation of POSH may be considered a material breach of the Agreement and consequences shall be appropriately decided by Company.
8. Anti-Bribery and Anti-Corruption: The Streamer and/or the Agency (if applicable) undertakes to ensure that they and all persons representing, associated with or otherwise performing services for or on behalf of the respective party comply with applicable anti- bribery and anti-corruption legislation and policies. The Company shall be entitled to, without any liability to terminate the Agreement with immediate effect in the event it concludes, in its absolute discretion, that the other party or any of its representatives has committed a breach of the aforementioned.
9. Independent Contractor: The Agreement does not constitute any form of agency, partnership, joint venture, employee employer, principal-representative, or franchisor-franchisee relationship between the Parties and Company.
10. Rights and Remedies: The rights and remedies of each of the Parties shall be cumulative and not alternative, and damages may not be sufficient in lieu of specific performance of the obligations under the Agreement.
11. Headings: The headings in the Agreement are for convenience only and have no legal or contractual effect.
12. Counterparts:
  1. The execution of Term Sheet by the Parties shall be deemed to be their acceptance of the Standard Terms and Conditions for Streamers, which shall be read together and constitute the Agreement.
  2. The Term Sheet may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Term Sheet and, if any signature page of the party is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, or DocuSign or similar service, such signature shall be valid and binding on the Parties;
  3. The Term Sheet may be executed by delivery of a PDF format copy of an executed signature page with the same force and effect as the delivery of an originally executed signature page. In the event any of the Parties delivers a PDF format signature page of a signature page to the Term Sheet, such Party shall deliver an originally executed signature page within 5 (five) Business Days of delivering such PDF format signature page or at any time thereafter upon request; provided, however, that the failure to deliver any such originally executed signature page shall not affect the validity of the signature page delivered in PDF format.
  4. No Party hereto shall raise the use of electronic mail or electronic transmission in PDF format to deliver as a defense to the formation of a contract, and each such Party forever waives any such defense.
13. Survival: Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
14. Incorporation by Reference: The Agreement, the terms of use, the Company Policies and any documents that expressly incorporate by reference constitute the sole and entire agreement between the Parties with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Platform.
15. Time of Essence: The Streamer and the Agency (if applicable) agrees and understands fully that time is of the essence of the Agreement and of each and every provision hereof.
16. Inconsistency: In the event of any inconsistency between the Term Sheet and Standard Terms and Conditions for Streamer and the Agency (if applicable), the Term Sheet shall prevail to the effect of such an inconsistency.
17. Rules of construction: The Agreement has been fully reviewed and negotiated by the parties hereto. Accordingly, in interpreting the Agreement, no weight shall be placed upon which party hereto or its legal advisor drafted the provision being interpreted. The rules of contractual construction known as the “Contra Proferentum” rule and the “Ejusdem Generis” rule shall not apply to the Agreement.