This Digital Distribution Services Agreement (the “Agreement”) constitutes a binding legal agreement between ATTRI STUDIOS PVT. LTD. (“Audiobulb,” “The Indian Distro,” “we,” “us” or “our”), and the individual(s) or entity(ies) identified in the Completed Music Track Registration Form as Control Party(ies) of the Sound Recording(s) embodied in the Music Track(s) designated for inclusion in the Digital Distribution Services (“you” or “your”) and applies to your use of the Digital Distribution Services, all as more particularly described below.
The Terms of Use, Membership Services Agreement, Music Track Registration Services Agreement are hereby incorporated into and made a part of this Agreement. To the extent there is a conflict between this Agreement, the Terms of Use, and/or any of the agreements referenced in the preceding sentence, the terms of this Agreement shall control. Any capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Terms of Use, the Membership Services Agreement, the Music Track Registration Services Agreement, as applicable. Use of the Digital Distribution Services is also governed by our Privacy Policy, which is hereby incorporated into and made a part of this Agreement.
This Agreement addresses certain additional rights and obligations associated with the Digital Distribution Services.
Your Acceptance of this Agreement; The Indian Distro’s Right to Modify this Agreement.
(a) Please read this Agreement carefully. You must accept all of the terms and conditions contained in this Agreement before accessing or using the Digital Distribution Services. Your clicking on the button marked “READ AND ACCEPTED” or “ACCEPTED”, presented to you on the Site when you Opt-In to the Digital Distribution Services, indicates your acknowledgment that you have read, understand and accept this Agreement. If you do not accept this Agreement, you may not access or use the Digital Distribution Services.
(b) The Indian Distro may modify this Agreement from time to time by posting the modified version on the Site. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. When this Agreement is modified, we will also modify the “Effective as of” date set forth at the beginning of this Agreement.
(c) If and when we modify this Agreement, we will send you Notice of such modification at least five (5) calendar days prior to its effective date. If you do not accept any modification we have made, your only recourse is to terminate your subscription to the Digital Distribution Services. To do so, you must send a Notice of Termination of Subscription to us, within five (5) days of our having sent you Notice of such modification. You must include in the subject line of your email “Termination of Digital Distribution Services.” Upon any such termination, we will block your access to or use of the Digital Distribution Services; provided, however, that no termination of your subscription to the Digital Distribution Services pursuant to this provision shall affect any license for your Music Track(s) issued through or by means of the Site or the Digital Distribution Services and that commenced prior to such termination.
(d) Anything to the contrary herein notwithstanding, your failure to terminate your subscription to the Digital Distribution Services pursuant to Section 1(c), above, or your participation in the Digital Distribution Services after the effective date of any modification we may make to this Agreement, constitutes your agreement to be bound by all such modifications.
Term and Termination.
(a) Subject to the provisions of Sections 2(b) and 2(c), below, this Agreement shall remain in full force and effect while you use or receive the benefit of the Digital Distribution Services. You may terminate your subscription to the Digital Distribution Services, at any time, for any reason, by contacting us. You may also revoke designation of any or all of your Music Tracks for participation in the Digital Distribution Services (or change any such territory or Distribution Channel designation for any of your Music Tracks) by contacting us, no earlier than one (1) month after the date such Music Track is designated for participation in the Distribution Services.
(b) Notwithstanding the foregoing, and without limiting The Indian Distro’s other rights and remedies set forth in this Agreement, The Indian Distro reserves the right, in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability, to restrict, suspend, or terminate your access to or use of all or any part of the Digital Distribution Services and/or to take technical and/or legal steps to prevent you from accessing and/or using the Digital Distribution Services. In no event shall The Indian Distro be liable to you or to any third party should The Indian Distro exercise this right from time to time. Even after Digital Distribution Services are terminated, this Agreement will remain in effect as applicable to your Account or use of the Digital Distribution Services prior to such termination.
(c) To the extent that your subscription to the Digital Distribution Services is terminated, or your designation of any or all of your Digital Uploads for participation in the Digital Distribution Services is revoked, The Indian Distro will endeavour to remove such of your Content from the Distribution Channels, subject to any termination period or other requirements imposed herein or otherwise by The Indian Distro, any third-party service provider, or the Distribution Channel(s) in question. The Indian Distro is not responsible for, and has no liability for, any delay or failure of any third-party service provider or a Distribution Channel to remove your Digital Uploads from such Distribution Channel(s). You hereby acknowledge and agree that your Digital Uploads for which Digital Distribution Services are terminated or for which designation has been revoked may remain available under pre-existing licenses or other arrangements between The Indian Distro and any third party. In the event The Indian Distro incurs any costs with respect to any of your Digital Uploads for which Digital Distribution Services are terminated, The Indian Distro may deduct such costs from any amounts payable to you by The Indian Distro under this Agreement or otherwise.
Digital Distribution Services; Grant of Rights.
(a) The Digital Distribution Services shall include the issuance of licenses by The Indian Distro for those of your Music Tracks that you designate for inclusion in the Digital Distribution Services (and all other of your Content associated with such Music Tracks) (collectively, your “Digital Uploads”) for transmission through Internet consumer distribution services (whether currently operational or hereafter available to consumers (e.g., JioSaavn, Spotify, Deezer, etc.)) (collectively, the “Distribution Channels”) as, or in connection with permanent digital downloads, temporary digital downloads, interactive or on-demand streaming, non-interactive or radio streaming, cloud services, or otherwise.
(b) With respect to your Digital Uploads, you hereby grant The Indian Distro an exclusive, worldwide, fully sub-licensable license to copy, reproduce, license, distribute, stream, publicly perform, communicate to the public, digitally transmit, and otherwise exploit your Digital Uploads by all means (including through a third party) and media (whether now known or existing in the future) (each of the foregoing actions, a “Sale”) to or through all Distribution Channels and to collect all revenue deriving therefrom.
(c) The Indian Distro does not guarantee any exploitation of your Digital Uploads (which will depend, among other things, on consumer preference) nor the inclusion or participation of any given Distribution Channel. The Indian Distro reserves the right in its sole discretion to (i) decline to engage with any Distribution Channel in connection with the Digital Distribution Services and/or (ii) decline to include any of your Digital Uploads with any Distribution Channel.
(d) The Indian Distro reserves the right, in its sole discretion, to reject any or all Digital Uploads you submit for participation in the Digital Distribution Services. You agree that all Digital Uploads you submit will be submitted at your sole expense in the format(s) required by The Indian Distro or any Distribution Channel. It is your responsibility to deliver all necessary information, metadata, Music Tracks, graphic files and any other information or music in the format required (all of which shall be deemed your Digital Uploads for purposes hereof). You acknowledge that The Indian Distro will not be obligated to consider your Digital Uploads for participation in the Digital Distribution Services until The Indian Distro receives all of your Digital Uploads with respect to any particular Music Track.
(e) The number of your Music Tracks that you are eligible to designate for participation in the Digital Distribution Services shall be based on the tier of Digital Distribution Services that you subscribe to on the Site, which such participation eligibility may be modified by The Indian Distro from time to time.
(f) You acknowledge that in providing the Digital Distribution Services, The Indian Distro will be required to enter into certain agreements with various Distribution Channels. The selection of these Distribution Channels and the terms and conditions of such agreements shall be within the sole discretion of The Indian Distro. You agree that the Digital Distribution Services shall be subject to and governed by any applicable terms and conditions of such other agreements that The Indian Distro enters into with any Distribution Channel. You expressly acknowledge that certain Distribution Channels may require that your Digital Uploads be made available on their Distribution Channel at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, any Distribution Channel may have the right to not make available or discontinue the availability of such Digital Uploads within such Distribution Channel. Certain Distribution Channels may also have other policies, terms or conditions related to the inclusion, exclusion, or distribution of your Digital Uploads on such Distribution Channels’ platforms, and it is your responsibility to investigate such policies, terms or conditions, if any, and such policies, terms or conditions shall be binding upon you. You hereby expressly agree that The Indian Distro shall have the right to provide information relative to the sales of your Digital Uploads hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate such information and aggregations thereof in any manner. In order to monitor and track the exploitation of Digital Uploads, an automated solution may be applied to the Digital Uploads, and The Indian Distro or its third-party service provider(s) shall have the right to apply their own source and standard codes for such purposes.
Fees; Payment.
(a) Your submission of Digital Uploads for participation in the Digital Distribution Services requires that you either
(i) opt for one time fee-based standalone subscription(PLAN-A) to the Digital Distribution Services, or
(ii) obtain your subscription to the Digital Distribution Services via your subscription to a YEARLY(PLAN-B) Account. The amount, manner and method of payment of the fees for a standalone subscription to the Digital Distribution Services (the “Distribution Fees”) shall be set forth on the Site and may be amended from time to time by The Indian Distro. All Distribution Fees are non-refundable and non-portable.(b) For purposes of this Agreement, “Net Receipts” means the royalty payments The Indian Distro actually receives and retains from Distribution Channels solely for the Sale of your Music Tracks, less any taxes, fees and other charges (including without limitation any charges made by a Distribution Channel or any third party service provider, file storage costs, mechanical royalty fees, transaction costs, reformatting costs if your Digital Uploads are not provided in the format required in accordance with Section 3(d), returns, credits or deductions made due to technically faulty, defective or unfit Digital Uploads or fraudulent activity by end users, and legal, accounting and other professional fees incurred by The Indian Distro in relation to any agreement, claim or dispute with a licensee or third party service provider related thereto. The payments The Indian Distro receives from Distribution Channels are based on the royalty rates set by such Distribution Channels, which The Indian Distro may have no control over and which may vary based, among other things, on the type of your Digital Uploads and the end uses of the Distribution Channels.
(c) The Indian Distro shall credit Control Party with a proportionate amount of Net Receipts equal to Control Party’s interest vis-à-vis the interests of any other Control Party(ies) in the Sound Recording embodied in the Digital Upload as shown on the Music Track Registration Form for the Music Track in question (“Rights Holder’s Fee”).
(d) In consideration of Control Party’s use of the Site and the Digital Distribution Services, The Indian Distro shall retain zero percent (0%) of the Rights Holder’s Fee(as received by The Indian Distro) if Control Party is, at that time, and was, at the time that Control Party Opted-In to the Digital Distribution Services, either a subscriber to One Time Fee Account(Plan-A) Services or a purchaser of a recurring fee-based standalone subscription(Plan-) to the Digital Distribution Services.
(e) Control Party may request via the Site that The Indian Distro
(i) remit the Amount Due to Control Party (less any fee charged upon Payment method chosen by Control Party) to such Control Party’s Payment method account (as identified by such Control Party at the time of such request for remittance) or
(ii) if the total amount in Control Party’s Account, including the Amount Due to Control Party, is greater than ONE LAKH(INR 1,00,000), remit such amounts in parts. Notwithstanding anything to the contrary herein or in any other agreement between Control Party and The Indian Distro, The Indian Distro shall be entitled to set off against any Amount Due to Control Party any amounts that Control Party may owe to The Indian Distro.Not with standing anything to the contrary herein or in any other agreement between you and The Indian Distro,
(i) The Indian Distro shall be entitled to set off against any Amount Due to Control Party any amounts that you may owe to The Indian Distro in connection with the Digital Distribution Services or otherwise,
(ii) in the event you are in breach of this Agreement, including without limitation the Terms of Use, or any other agreement between you and The Indian Distro, The Indian Distro shall have the right to continue to include your Digital Uploads in the Digital Distribution Services or remove your Music Tracks from the Digital Distribution Channels, and
(iii) The Indian Distro shall be entitled to withhold some or all of the Amount Due to Control Party, for as long as The Indian Distro deems appropriate in its discretion, as a reserve against possible third party claims relating to fraudulent or infringing activity. The Indian Distro will disclose any such withholding to you.
Without limiting any other rights and remedies of The Indian Distro, you agree that (x) Amount Due to Control Party will be forfeited by you if The Indian Distro determines that your Account or any Digital Upload to which such Amount Due to Control Party relates is subjected to or involved in any fraudulent or infringing activity, and (y) to the extent that any fraudulent and/or infringing activity is determined by The Indian Distro to be caused by any of your or your affiliates’ actions or omissions, any costs incurred by The Indian Distro (including without limitation legal fees and expenses) in connection therewith may be deducted by The Indian Distro from any amount otherwise payable to you by The Indian Distro under this Agreement or otherwise.(f) If any Distribution Channel outside of INDIA does not agree to secure and pay for music publishing licenses, The Indian Distro shall have the right, in its sole discretion, to either
(i) decline to license such Distribution Channel or
(ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Distribution Channel’s Sales, which payments The Indian Distro shall have the right to deduct from amounts payable to you. The Indian Distro and/or its third-party service provider(s) or licensee(s) may be responsible for reporting and making payments for mechanical licenses payable to owners of Compositions by virtue of the exploitation of such Compositions as embodied in Music Tracks in accordance with this Agreement. The Indian Distro shall have the right to deduct such payments from amounts payable to you in connection with this Agreement or otherwise.(g) If any of your Digital Uploads is rejected by a Distribution Channel or a third-party service provider because it does not meet that Distribution Channel’s or third-party service provider’s technical or editorial specifications, you shall be responsible for any costs and expenses associated with resubmitting such Digital Upload. In the event you do not correct all errors and quality or editorial issues in order to resubmit your Digital Upload(s), there shall be no refund on any previously paid Distribution Fees.
(h) All Net Receipts and other charges required to be paid or remitted hereunder are exclusive of all taxes imposed or payable, whether now or in the future, in connection with this Agreement, all of which shall be borne by you.
(i) You are fully liable for and solely obligated to timely pay all royalties, fees and other monies that are or may become payable to the authors, composers, artists, producers, publishers, administrators and other holders of rights related to any and all of your Digital Uploads, except for other Sound Recording Control Parties identified in the Music Track Registration Form for the Music Tracks in question.(j) Any objection relating to any payment to Control Party(ies) of any amounts due hereunder, or otherwise, or any claim or dispute arising therefrom, must be made (and any claim or dispute commenced) by Control Party(ies) no later than one (1) year after the date the amount(s) in question are paid to Control Party(ies), and Control Party(ies) hereby waive any longer statute of limitations that may be permitted by law.
Representations and Warranties.
(a) You represent, warrant and covenant, at all times relevant hereto, that:
(i) the Music Track Registration Form for the Music Track as it relates to the Sound Recording is complete and correct in all respects;
(ii) the Music Track Registration Form correctly identifies all Rights Holders with an interest in the Sound Recording, specifying the share to which each is entitled, and indicating which is/are Control Party(ies);
(iii) the Sound Recording embodied in the Music Track, and the uses of the Sound Recording authorized hereunder, does not and shall not infringe any copyright or other intellectual property or proprietary right of any third party.
(iv) the Sound Recording does not contain any unauthorized samples;
(v) to the best of Control Party’s knowledge, the Music Track Registration Form as it relates to the Composition is complete and correct in all respects;
(vi) Control Party has all right, power and authority to enter into this Agreement and, to the extent specified herein, to grant, license, sell, assign, convey, and transfer all right, title, and interest in, to and under the Music Track, free and clear of any licenses, rights, claims, liens, security interests, charges, restrictions, covenants, options or other encumbrances or title defects, as may be necessary for The Indian Distro and Licensee to fully enjoy the license granted hereunder, and to otherwise carry out the terms and provisions of this Agreement;
(vii) Control Party has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement including, without limitation, those arising pursuant to any union agreements or collective bargaining agreements, and no further action or authorization on the part of any Distribution Channel, Control Party, The Indian Distro or any third party, and no payment to any third party, is necessary to carry out the terms and conditions of this Agreement;
(viii) to the best of Control Party’s knowledge, no third party is infringing upon or interfering with the Music Track, and no such claims have been made against any third party;
(ix) all information Control Party provided in connection with this Agreement, Control Party’s Account Registration Form, and the Registration of Music Track(s) with The Indian Distro is complete and correct in all respects;
(x) the version of the Music Track uploaded to the Site does not contain any disabling devices or code which could be capable of impairing or tracking The Indian Distro’s, YouTube’s, or any third party’s access to or use of the Music Track or processing environment;
(xi) there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to Control Party’s knowledge, threatened litigation, arbitration, injunction, or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be reasonably expected to restrict, impair, limit or otherwise adversely affect, Control Party’s ability to perform Control Party’s obligations under this Agreement;
(xii) Control Party has consulted with legal, financial, tax and other advisors regarding the implications of this Agreement and of licensing Music Track(s) through the Digital Distribution Services, or has knowingly waived its right to do so, and Control Party enters into this Agreement and licenses Music Track(s) through the Digital Distribution Services with full knowledge and understanding of the legal, financial, tax and other consequences thereof; and
(xiii) Control Party shall comply with all applicable laws, rules, regulations, and orders (as they may be amended from time to time).Disclaimers.
(a) YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS AND ORDERS, THE INDIAN DISTRO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES OR THE RELIABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT. IN ADDITION, THE INDIAN DISTRO DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED ON OR THROUGH THE SITE OR THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURE IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT THE INDIAN DISTRO IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTI ON BETWEEN YOU AND ANY THIRD PARTY. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE ABILITY OF DISTRIBUTION CHANNEL(S) TO PAY FOR CONTENT OR THAT THEY WILL ACTUALLY COMPLETE A TRANSACTION. YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM OR ON BEHALF OF THE INDIAN DISTRO SHALL CREATE ANY WARRANTY ON BEHALF OF THE INDIAN DISTRO IN THIS REGARD. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND/OR THE SERVICES AT YOUR OWN RISK. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.
(b) ALTHOUGH THE INDIAN DISTRO WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR THE SERVICES, THE INDIAN DISTRO SPECIFICALLY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED. THE INDIAN DISTRO SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN YOUR ACCESS TO THE SITE OR THE SERVICES. THE INDIAN DISTRO WILL NOT BE RESPONSIBLE FOR ANY LOSS OR ANY MISAPPROPRIATING, INFRINGING OR WRONGFUL USE OF YOUR CONTENT BECAUSE OF THE SITE, THE SERVICES OR ANY OTHER ACT OR OMISSION OF THE INDIAN DISTRO, A THIRD PARTY, OR OTHERWISE.
(c) THE INDIAN DISTRO IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, THE SITE OR ON ANY OF THE SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER OR OTHER HARDWARE RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICES.
Limitation on Liability.
(a) IN NO EVENT SHALL THE INDIAN DISTRO OR ANY OF ITS AFFILIATES, OR ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS OR REPRESENTATIVES OF ANY OF THE FOREGOING (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR THE SERVICES, EVEN IF THE INDIAN DISTRO OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE RELATED PARTIES ARE LIABLE OR SHALL BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM
(i) YOUR USE OR INABILITY TO USE THE SITE OR SERVICES,
(ii) GUIDANCE PROVIDED BY THE INDIAN DISTRO,
(iii) INTERRUPTIONS TO THE SITE OR THE SERVICES,
(iv) VIRUS OR MALICIOUS SOFTWARE CONTAINED ON OR TRANSMITTED THROUGH THE SITE OR THE SERVICES,
(v) BUGS OR ERRORS OF ANY KIND ON THE SITE OR IN THE SERVICES,
(vi) DAMAGE TO YOUR HARDWARE BY USE OF THE SITE OR THE SERVICES,
(vii) THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER USERS, OR
(viii) A SUSPENSION OR TERMINATION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES OR EXCLUSIONS OF DAMAGES AND, TO THE EXTENT PROHIBITED BY LAW, SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.(c) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ANY RELATED PARTY IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF THE RELATED PARTIES FOR ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITY, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS, EXPENSES OR SIMILAR ITEMS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF
(i) ONE HUNDRED RUPEE (INR100.00), OR
(ii) THE FEES ACTUALLY PAID TO AND RETAINED BY THE INDIAN DISTRO FOR THE SPECIFIC ACTIVITY OR SERVICE GIVING RISE TO THE LIABILITY.Indemnity. You agree to indemnify and hold harmless The Indian Distro and its Related Parties from and against any and all Claims arising out of or related to
(i) your access to or use of the Site or the Digital Distribution Services,
(ii) your violation of any third party right, including without limitation any copyright, patent, trademark, property or privacy right,
(iii) your breach of any of your representations, warranties or covenants contained in this Agreement, or
(iv) any Content, including, without limitation, Music Tracks or Digital Uploads that you post on the Site or submit for inclusion in or through the Digital Distribution Services.
Dispute with Users. You are solely responsible for your interactions with other Users. The Indian Distro reserves the right, but has no obligation, to monitor disputes between you and other Users. If you have a dispute with one or more Users, you release The Indian Distro and the other Related Parties from Claims arising out of or related to such disputes. By accessing the Site or using the Services, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those Claims that you may know or suspect to exist in your favour at the time of agreeing to this release.
Software available in connection with the Site and/or the Services (the “Software”) is further subject to Indian export controls. No Software may be downloaded from the Site or from the Services. Downloading or using the Software is at your sole risk.
Legal Disputes; Governing Law; Venue. PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. You agree that any claim or dispute that may arise between you and The Indian Distro with respect to this Agreement will be resolved in accordance with this Section 11.
(a) Applicable Law. You agree that, except to the extent inconsistent with or pre-empted by Indian law, this Agreement and any claim or dispute that may arise between you and any Related Party under it shall be construed under the laws of INDIA, without regard to its conflict of laws rules.
(b) Agreement to Arbitrate. You and The Indian Distro agree that any and all claims and disputes arising between us pursuant to this Agreement and your use of the Site or the Services shall be resolved exclusively through final and binding arbitration. Alternatively, you may assert your claims and disputes in small claims court, if the claim or dispute so qualifies, so long as the claim or dispute remains in small claim court and advances on an individual (non-class) basis. The Indian Arbitration Act shall govern this agreement to arbitrate.
(i) Class and Representative Actions Prohibited. You and The Indian Distro agree that each of us (or any other Related Party) may bring claims and disputes against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and The Indian Distro agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims or disputes or preside over a representative or class proceeding. The arbitrator may award relief only to the individual bringing the action and any relief awarded may not affect other Users.
(ii) The party intending to seek arbitration shall send to the other, by certified mail, notice of the dispute. Such notice should be sent to Attri pvt. ltd.,793,Adarsh Colony,Mahendragarh,123029, Attn: Legal. The Indian Distro shall send any notice to you at the email address on file associated with your Account. If you and The Indian Distro are unable to resolve any of the claims or disputes described in such notice within 30 days after such notice is received, either party may initiate arbitration proceedings. Any settlement offer made by you or The Indian Distro shall not be disclosed to the arbitrator. The arbitration hearing will be held in our agreed location. The arbitrator’s award shall be consistent with this Agreement and final and binding, and judgment shall be entered in any court having jurisdiction thereof.
(iii) Invalidity. With the exception of Section 11(b)(i) above (“Class and Representative Actions Prohibited”), if an arbitrator or court decides that any portion of this Section 11 is invalid or unenforceable, all other portions of this Section 11 shall continue to apply. If an arbitrator or court decides that Section 11(b)(i) is invalid or unenforceable, then the entirety of this Section 11(b) and its subparts shall be null and void, but the rest of this Section 11 shall continue to apply.
(iv) Amendments to Agreement to Arbitrate. You and The Indian Distro agree that if The Indian Distro amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.
(c) If the agreement to arbitrate does not apply to you, because of the result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and The Indian Distro will be resolved exclusively by a state or federal court located in Mahendragarh, Haryana, India. You and The Indian Distro agree to submit to personal jurisdiction of the courts located in Mahendragarh, Haryana, India for purposes hereof.Notices.
(a) Unless otherwise specifically provided elsewhere in the context in which it applies, any notice required or permitted to be given to any party to this Agreement, or any other agreement between you and The Indian Distro, shall be in writing and shall
(i) if to The Indian Distro, be either personally delivered by hand, delivered by prepaid courier or sent by prepaid registered mail and shall be deemed received upon delivery, and
(ii) if to a Member, be delivered either via email, or by being posted as a notification to the Member’s Account.(b) Any such notice shall be delivered or sent:
(i) if to The Indian Distro, to 793,Adarsh Colony,Mahendragarh,Haryana,India,123029, Attn: Legal, and
(ii) if to a Member, either to the email address specified in connection with that Member’s Account, or by being posted as a notification to the Member’s Account.Force Majeure. The Indian Distro shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of The Indian Distro, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.
Assignment. You may not assign or transfer any of your rights or obligations under this Agreement, or any other agreement between you and The Indian Distro, without the prior written consent of The Indian Distro, which consent The Indian Distro may withhold in its sole discretion, and any such attempted assignment or transfer without such prior written consent shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns.
Relationship of the Parties. You and The Indian Distro enter into this Agreement as independent contractors, and neither The Indian Distro nor you shall be or construed to be a partner, joint venturer, agent or employee of the other party.
General Provisions. This Agreement, the Privacy Policy, the Membership Services Agreement, the Music Track Registration Services Agreement, and any other agreements between you and The Indian Distro, constitute the entire agreement between you and The Indian Distro regarding you access of the Site and use of the Services, operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. The failure of The Indian Distro to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, the Privacy Policy, or any other agreement between you and The Indian Distro. No party may create any obligation on behalf of any other party except as expressly set forth herein or in connection with any other agreement between you and The Indian Distro. If any provision of this Agreement, or any other agreement between you and The Indian Distro, is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from the agreement in question, and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein or therein and to be valid, lawful and enforceable to the maximum extent possible.