TERMS AND CONDITIONS - ARTIST
Date: March 19, 2016
This Artist Agreement (“Agreement”) is made
BY AND BETWEEN
Happy Gaana Entertainment Pvt. Ltd. (“Happydemic”), a company registered under the laws of India having its registered office at 301 Narain Chambers , M.G.Road , Vile Parle (East), Mumbai 400057 (hereinafter referred to as “the Company” or “We”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the FIRST PART;
You (hereinafter referred to as “You/Yourself/Artist”, which expression shall unless it be repugnant to the context or the meaning thereof mean and include its successors and permitted assigns).
“The Company” and the “Artist” shall be individually referred to as ‘Party’ and collectively as ‘Parties’ as the case may be.
If You do not agree to be bound by the Terms, please do not access or use the Services and/or Platform.
A. The Company is a company whose main business inter alia is to provide music, entertainment, and event information in the digital form of audio, video, text, voice, image, data and multimedia content through a web/ application based platform.
B. The Company has agreed to provide the Artist access to the Platform and other Services as detailed in Annexure 1
C. Artist has in turn agreed to abide by the Terms of this Agreement.
D. The Parties are desirous of entering into this Agreement for the purpose of recording the terms and conditions regulating the relationship between the Parties.
1.1 “Advertisements” shall mean promotion, press conferences, interviews, promotional events, functions, shooting of commercials, promos, publicity and/or marketing of any products, content, Episodes, Program, Services, Events etc. by the Artist for the Company through photo-shoots, video-shoots, ad-campaign shoots, retail and promotional appearances, print / outdoor campaigns, retail signage’s, retail collaterals, brand collaterals, internet, telecom, mobile, television, radio advertisements, packaging, mailers, official marketing communication, collaterals, merchandise and media appearances within the Territory in relation to the Platform or any events or performances for any Customer pursuant to a Booking.
1.2 “Agreement” means this agreement and any and all schedules, annexures attached to it or incorporated in it by reference and also includes any extensions/addendum(s)/amendments, if any, to this Agreement.
1.3 “Application” means the Company’s software application named Happydemic which can be downloaded/installed on mobile phones, tablets or any other device known today or in the future.
1.4 “Applicable Law” means all applicable laws, bye-laws, rules, regulations, circulars, notifications, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees or judgments of courts or other requirements of any governmental authority.
1.5 “Audio” means any original or remixed audio or a link to a third party website containing an audio of a length of not more than three minutes and is of high quality.
1.6 “Booking” shall mean a confirmed booking of an Artist by a Customer made by Company pursuant to a Request For Booking by the Customer and the successful payment of for the engagement of the Artist.
1.7 “Confidential Information” shall have the meaning ascribed to such term in Clause 14 of this Agreement.
1.9 “Fees” means the Service Fee along with the consideration payable to the Artist for his services: .
1.9.1 In the event of local performances, this includes his fees for performance
1.9.2 In the event of outstation performances, this includes his costs as mentioned in Clause 1.9.1 above as well as his travel, stay and other expenses as may be estimated by the Artist.
1.10 “Force Majeure Event” includes fire, earthquake, flood, epidemic, strike, lockout, labour controversy, riot, civil disturbance, war, civil commotion, acts of God, failure or delay of any transportation agency, laboratory, or any other furnisher of essential supplies, equipment, or other facilities, omissions or acts of public authorities that prevent or delay the performance of an obligation relating to the acts of public authorities, including changes in law, regulations, or the policies of the Government, or other regulatory authority acts which are beyond the control of any Party or Artist, or any other reasons which cannot reasonably be forecasted or provided against, and which cannot be predicted by men of ordinary prudence.
1.11 “Indemnifying Party” shall have the meaning ascribed to such term in Clause 11 of this Agreement.
1.12 “Indemnified Party” shall have the meaning ascribed to such term in Clause 11 of this Agreement.“PayU biz” means PayU biz Payments Private Limited, which provides payment solutions including electronic wallet services, and payment gateway services to Users, directly and / or through the Platform.
1.13 “Payment Gateway” means PayU Biz or any other payment gateway service provider that Company authorizes and designates from time to time.
1.14 “Performance” means the live performance by the Artist for which a Booking has been made by the User.
1.15 “Personal Information” means information including but not limited to: (i) name, (ii) age, (iii) date of birth, (iv) email address, (v) address, (vi) phone numbers, (vii) debit card or credit card or other payment instrument details and (viii) passwords or any such information that is considered to be sensitive information as per the applicable law and capable of identifying a person.
1.16 “Person” means and includes an individual, proprietorship, partnership, corporation, company, unincorporated organization or association, trust or other entity, whether incorporated or not.
1.17 “Platform” means the Website as well as the Application
1.18 “Request For Booking” mean’s a Customer’s request made to the Company in the required form to book the Artists of their choice for a specific date and time
1.19 “Services” means the services provided by the Company to the Artist through its Platform which include the services as detailed in Annexure ‘A’:
1.20 “Video” means any original or remixed video or a link to a third party website containing a video of a length of not more than three minutes.
1.21 “Works” means any Video and optionally an Audio of the artistic work of the Artist as uploaded by him on the Platform
In addition to the definitions contained in this Clause 1 above, this Agreement contains further definitions as set out in the main body of the Agreement.
2. Creating an user account as an Artist and use of the Platform and its Services:
2.1. Creating an account as an Artist on the Platform
2.1.1. You represent and warrant that You are of legal age as per the laws of India and are eligible to enter into legally binding contracts.
2.1.2. In the event that You are not a citizen of India, you will be required to have a valid work permit/permissions issued under the laws of India and your respective country of citizenship/domicile for rendering the Performances.
2.1.3. You agree not to download/install/use the Platform, its features and Services if You do not satisfy the criteria set out herein.
2.1.4. You will be required to download/install the Application or access the Website and create a new account. For this purpose you will be required to share your Personal Information such as your email address, contact number and other information as mandated in the account opening form. Optionally You can also upload Your image and a brief description about You and Your past experience to personalize Your account. We shall send You a One Time Password (“OTP”), on your registered contact number, for the purpose of authentication of Your information. Only upon such authentication will You be able to login to Your account.(“OTP Verification”)
2.1.5. However, for the purpose of verification, You will be required to upload your Pan Card /Aadhar Card/ Passport First and Last Page /Valid Driving License or a valid Work Permit in the event you are not an Indian citizen [“ID Proof”]. Your ID Proofs will be manually verified within 48 hours of providing the details. Kindly note in certain circumstances for purpose of verification, the Company may require other documents which shall be made available by You within the stipulated time to avail the Services provided by the Company. (“Identity Proof Verification“)
2.1.6. Only upon completion of Clause 2.1.5 (OTP Verification) and Clause 2.1.6 (Identity Proof Verification) will You be able to upload Your Work on Your artist account.
2.1.7. Notwithstanding the above, the Company in certain circumstances may require further authentication steps as the case may be.
2.1.8. If You are accessing the Website and/or downloading/installing the Application and availing the Service on behalf of a company or any legal entity, then You are required to have the legal authority which binds the company or the legal entity to the Terms. In such a case the company will be liable for all the obligations and all the Terms which are applicable to You personally, including the payment obligations.
2.1.9. You are solely responsible for maintaining the confidentiality of your username and password at all times. In the event anyone uses Your login information with or without your permission the Company takes no responsibility for any activities including transactions that may have occurred in your account.
2.1.10. The Company stores your password only for the purpose of enabling access to Your account. The Company may assist you in retrieval or changing the password after verifying Your identity.
2.1.11. Subject to the Terms set forth herein, the Company grants You a personal, non-exclusive, non-transferable, non-sub licensable, limited right to access and use the Platform and the contents therein.
2.1.12. Notwithstanding anything contained herein, Company reserves the right to deny or terminate the user accounts to any Artist at its discretion.
2.2. Use of the Platform and its Services
2.2.1. Upon activation of the account, You will be able to upload Your Work, and a brief description of Yourself and Your past experience on the Platform.
2.2.2. We are an intermediary for the purposes of the Information Technology Act 2000 and any other law and reserve the right to take down or restrict the uploading of any Work pursuant to the applicable laws and our internal policies.
2.2.3. The Company will carry out is internal due diligence on the Works before it is available for viewing by the Users of the Platform. We typically require a maximum period of 48 hours from the time You upload, however, we reserve the right to require more time at our discretion. In any case, the Company shall have the right to take down any Work either by court or administrative order or at its own discretion. However, You accept that the Company shall not be responsible or liable for any third party infringement of any intellectual property rights.
2.2.4. The Company will have the right to edit Your profile to match the standard of professionalism to match the standard of the platform before it is made public. You can confirm the same after it is made live on the Platform.
2.2.5. You agree that the decision of the Company is final with respect to whether a Work should be uploaded or taken down and shall not be disputed for any reason whatsoever.
2.2.6. You shall not use this Platform for any purpose that is unlawful, illegal or forbidden by law.
a) to infringe any copyright and other proprietary right contained in any content of the Company or another fellow Artist on the Platform or any third party whatsoever.
b) to transfer the content of this Platform to any other person unless the User gives such person notice of, and such person agrees to accept, the obligations arising under these Terms.
c) to host, display, upload, modify, publish, transmit, update or share any information that harms minors in anyway or is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
d) to copy, decompile, reverse engineer, or otherwise attempt to discover any source code, sell, assign or otherwise transfer any intellectual property in the Platform and / or Services other than as agreed in the Terms.
e) in any manner other than as agreed in the Terms.
2.2.7. Each Artist hereby agrees to comply with
a) the laws applicable to them individually in their jurisdiction; and
b) the Terms; and
2.3. The Company may, at its sole discretion, at any time and without prior notice or liability, suspend, terminate or restrict Your access to all or any component of the Application and the Services.
3. The Company’s Services
3.1. The Company provides You the opportunity to upload Your Work, brief description and work experience on the Platform which can be viewed by the Users of the Platform.
3.2. The Users can thereafter send a request to book You for a Performance at a specific date and time. For this the User can send a request through the Platform to book You for a performance. (“Request for Booking”).
3.3. Once a Customer places a Request for Booking, the Company will forward to You the details of the Request for Booking, to which You are required to revert within 48 hours along with Your quotation for the Fees.
3.4. In the event You do not revert within 48 hours the Request for Booking will be automatically cancelled.
3.5. If You confirm Your availability for the details as provided in the Request for Booking, the Customer/User is required to pay the Fees as mentioned by You within a period of 48 hours. In the event the Customer/ User does not make the payment within 48 hours , the Request for Booking will be automatically cancelled.
3.6. A Request for Booking is confirmed only upon payment of the Fees. (“Booking”)
3.7. The Company shall have no responsibility or obligation to ensure a guaranteed Booking after You confirm your availability. Additionally, the Company will not be liable to You for any failure on part of the User complete the Booking or any loss or damage that may arise from the Users failure from making a Booking.
3.8. Once the Booking is made, You shall be obligated to comply with the terms of such Booking and You accept that the Booking can be cancelled by either the User or You as per clause 6 below.
3.9. You understand, acknowledge and accept that the Company is not responsible in the event if the User cancels his Booking;
4. Obligations and services to be rendered by the Artist
4.1. Subject to all the terms of this Agreement, the Artist under the Agreement, shall render his services in the form of Performance to the Customer engaging the Artist through the Platform for which the Fees is paid to the Artist.
4.2. The Artist shall perform at the time, date and place for which a Booking is made by the User or for any Advertisements pursuant to the same as may be agreed as a part of the Booking terms.
4.3. The Artist further agrees that the Company may require the Artist to publicize or undertake Advertisements or promotional activities for the Company, or other events organized by the Company, during the Term of this Agreement.
4.4. The Artist agrees to abide by all of his/her obligations as set forth in the Agreement and provide services as per the requirement of the Company.
4.5. The Artist shall render the services to the best of her/his skill and ability in a competent, diligent, professional, workmanlike manner and be willing to co-operate with others involved. The Artist agrees to abide by the decorum and Code of Conduct for Artists which is accessible at to Code of Conduct.
4.6. The Artist shall make best endeavors to give a Performance of highest quality as required by a performer of his/her stature. The Artist shall always be presentable and in a condition fit to render the Performances at such location or locations for which a Booking is made.
4.7. In the event the Artist needs to Perform in a city outside his own city as mentioned in the residential address, the Artist maybe required to travel for the purpose of a Performance for which the travel allowance and boarding and lodging costs shall be compensated by the User and included by the Artist in the Fee.
5. Fees and Payments
5.1. The Company charges the User a service fee of 20% of the Artist Fee on Booking (“Service Fee”). (At the time of confirming a Request for Booking the Artist will be required to provide a quotation for this Fees. This Fee shall include
5.1.1. travel, lodging and boarding costs, if any as per Clause 4.7
5.1.2. consideration for his Performance
5.1.3. Service Fee as charged by the Company.
5.2. All the Fees are inclusive of taxes and the Company’s Service Fee.
5.3. The Service Fees are non-negotiable.
5.4. The Artist Fee shall be paid to the Artist by NEFT/RTGS (direct credit to their bank account registered with us ) or cheque which shall be sent to the address of the Artist as provided at the time of registration, within 3 days of the Performance after deduction of applicable taxes.
6. Cancellation of Booking and Refunds
The Booking can be cancelled by either the Artist or the Customer.
6.1. Cancellation by Artist:
Cancellation of a Booking by the Artist is to the detriment to the reputation of the Company and loss of its business and the Artist agrees that Artist will be charged a penalty for this cancellation.
6.1.1. For the purpose of cancellation you will be required to send an email to firstname.lastname@example.org along with you’re a) Booking reference number b) Event date c) User name d) Performance Fee charged.
6.1.2. The Company shall acknowledge the request through its automatic email response system.
6.1.3. In the event the Artist cancels the Booking, the entire Fee will be refunded by the Company to the User.
6.1.4. The Artist will be required to compensate the Company with 50% of the Fee payable for the inconvenience caused to the User and the losses incurred to the Company due to such a cancellation which will be required to be paid by the Artist to the Company within 10 days. The Artist shall be intimated of the same through an email which will be sent to his registered email address.
6.1.5. In the event the Artist fails to pay the Company the Penalty, he will be charged an interest of 1% per month.
6.1.6. In the rare instance where extenuating circumstances arise, an Artist may need to cancel a booking. In such cases, we may elect to forgo the cancellation penalties outlined in the Agreement. Such cases will be contingent on proper documentation, where valid, and include:
a) Death in the family
b) Serious illness or serious illness in the family
c) Natural disaster in the country
d) Political unrest in the country
6.2. Cancellation by User/Customer:
6.2.1. A User is allowed to cancel his Booking for any reason whatsoever.
6.2.2. For the purpose of cancellation the User will be charged a penalty and refunded the remaining Fees as per the schedule below:
a) In the event the Booking is cancelled by Customer before 45 days of the event, 90% of the Performance Fee will be refunded.
b) In the event the Booking is cancelled by Customer between 21 and 44 days of the event, only 50% of the Performance Fee will be refunded.
c) In the event the Booking is cancelled by Customer within 20 days of the event, Customer is entitled to no refund.
6.2.3. You will be entitled to the Fees flowing from Clause 6.2 subject to the Company’s entitlement of its complete Service Fees
6.3. The Company shall not be responsible in any manner whatsoever in the event that a User cancels a Booking and for any loss/damages that may occur to You due to such a cancellation.
7. REPRESENTATIONS AND WARRANTIES OF THE ARTIST
7.1. You represent, warrant and covenant that:
7.1.1. You are free to enter into this Agreement and that this Agreement constitutes valid, legally binding and enforceable obligations of the Artist;
7.1.2. You are not under any agreement, disability, restriction or prohibition, legal or otherwise, which might prevent You from Performing or observing any of the obligations provided in this Agreement;
7.1.3. You are the sole, absolute, unencumbered legal and beneficial owner of the Works as uploaded on Your account. The Works as uploaded by You are not under any opposition, litigation or any dispute of any nature whatsoever.
7.1.4. In rendering Performance in pursuance of this Agreement, You shall not (i) infringe the copyright, trademark or any other right of any third party, (ii) use any obscene language / gestures or make defamatory and/or derogatory statement concerning inter alia any event and / or any person deceased or alive, which could expose the Company to civil and / or criminal proceedings or bring disrepute or harm to their name and / or goodwill;
7.1.5. You shall not, at any time during the Term of this Agreement, do any act which may bring the Customer or the Company, into public disrepute, or offend any community or public morals;
7.1.6. You shall, in all public appearances, use Your judgment in respect of Your general demeanor and choice of language, so as to create an atmosphere which would be conducive to rendering of the Performance, and for the Advertisement and/or promotion of the Company;
7.1.7. You shall not at any time liaise with and perform for a User who had previously Booked You or who has obtained Your information through the Platform without using the Services as offered on the Platform thereby, causing any losses in any manner whatsoever to the Company.
7.1.8. You shall not, at any time, use the Company’s logos or trademarks, in connection with any kind of advertising, promotion, publicity, merchandise, tie-in, product or service or otherwise without the prior written consent of the Company which the Company shall not withhold mindlessly;
7.1.9. You undertake to keep the Company informed of Your telephone number, address at all times during the Term of this Agreement;
7.1.10. You shall not indulge in any act(s), which are outside the parameters of any laws which may be in force in India, including but not limited to, the Indian Penal Code, 1860, the Motor Vehicles Act, 1988 and the Narcotic Drugs and Psychotropic Substances Act, 1985;
7.1.11. You shall not upload any content on the Platform which is in violation of the laws in India including, but not limited to, the Indian Penal Code, 1980, the Information Technology Act, 2000, the Copyrights Act, 1957, Trademarks Act 1999 or any analogous law anywhere in the world that maybe applicable.
7.1.12. You shall discharge all tax and/or other withholding obligations required under any national, state and local laws, regulation or orders that may be in force now or at any later point in time. The Artist shall indemnify and hold the Company harmless in respect of payment of any taxes and other withholdings in respect of payments received under this Agreement in this regard and in respect of the services provided by You.
7.1.13. You alone shall be responsible for bearing income tax and other tax liability where applicable and ensuring compliance with all regulatory requirements arising from the receipt of consideration received from the Company with respect to the services rendered by You.
7.2. The Artists agrees that he/she has read the terms and conditions of this Agreement and has agreed to abide by the same by his/her own free will and consent.
8. Links to Third Parties:
8.1. The Company may provide links to various third parties including but not limited to PayU biz, Youtube, etc. on its Platform. You accept and acknowledge that if such third party link directs You to an external website, The Company is not responsible for any or all content on such third party website. If You decide to visit any such external link, You agree to do so at your own risk, responsibility and liability.
8.2. The Company makes no warranties, representation or endorsements relating to the content, information, products or services as may be appearing on these websites. The Company does not endorse any service provider listed on its Website or Application.
10. Proprietary Rights:
10.1. All trademarks, service marks, logo marks and designs (collectively called as “Marks”) displayed on the Platform whether registered or unregistered are the sole property of the Company and/or its licensors. All rights to such Marks are reserved. You cannot use these Marks without written permission from the Company and/or its licensors as the case may be who have the sole authority to decide if such Mark should be licensed to You for Your use.
10.2. All copyrightable and other intellectual property content on the Platform, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement, are either the proprietary content of the Company, or are the proprietary property of the Company’s licensors. All rights to such content are reserved. All the Works uploaded by You is Your property and the Company is not responsible for protecting Your Intellectual Property Rights.
10.3. You are not allowed to use any of the content or intellectual property without the Company and/or its licensors written permission.
11.1. Without prejudice to the other provisions of this Agreement or any other rights of each of the Parties, the Artist (“Indemnifying Party”) shall indemnify and keep indemnified the Company (“Indemnified Party”) from and against any and all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, attorneys’ fees and disbursements) (collectively “Loss”) relating to or arising out of:
11.1.1. any inaccuracy in or breach of the representations, warranties or covenants made by the Indemnifying Party; or
11.1.2. any breach of this Agreement by the Indemnifying Party, or resulting from the Indemnifying Party’s negligence, misrepresentation or willful misconduct in its performance; or
11.1.3. any other conduct by the Indemnifying Party, or its employees or agents, as a result of which, either in whole or in part, the Indemnified Party is made a party to, or otherwise incurs any Loss or suffers any damages pursuant to any action, suit, claim or proceeding arising out of or relating to any such conduct; or
11.1.4. any act or omission undertaken by an Indemnified Party at the request of or with the consent of the Indemnifying Party; or
11.1.5. any contravention of any law (s) relating to and any action or proceedings taken against the Indemnified Party in connection with any such contravention or alleged contravention by the Indemnifying Party.
12. Limitation of Liability
12.1. The Company (including its officers, directors, employees, representatives, affiliates, Artists, partners and providers) will not be responsible or liable for
12.1.1. any injury, loss, claim, act of god, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Platform or the Services), in the provision of the Services of the Platform; or (ii) any use of the Platform or content available on the Platform, or (iii) the performance or non-performance by the Customer, PayU biz and other payment gateways or any third party partner or service provider, even if the Company has been advised of the possibility of damages to such parties or any other party, or;
12.2. any damages to or viruses that may infect an Artist’s computer equipment or other property as the result of the User’s access to the Platform or the Artist’s downloading of any content from the Platform.
12.3. To the extent that any jurisdiction does not allow the exclusion or limitation of direct, indirect, remote, exemplary, incidental, special or consequential damages, or punitive damages, the above limitation or exclusion may not apply and in such cases, you hereby agree that our aggregate liability towards you, under any circumstances or in any event shall not exceed INR 1000.
13. Warranty Disclaimer
13.1. The Platform and Services as provided by the Company are provided on an “AS IS” and “AS AVAILABLE” basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance.
13.2. The Company makes no warranty, and expressly disclaims any obligation, that:
13.2.1. the content on the Platform is up-to-date, complete, comprehensive, accurate or applicable to the User’s circumstances;
13.2.2. the Platform will meet any Artist’s requirements or will be available on an uninterrupted, timely, secure, or error-free basis;
13.2.3. the results that may be obtained from the use of the Platform or Services offered through the Platform will be accurate or reliable; or
13.3. The Platform content may contain inaccuracies and typographical errors. The Company does not warrant the accuracy or completeness of any such content or the reliability of any advice, opinion, statement, memorandum or other information displayed or distributed through the Platform.
13.4. The Company disclaims any and all warranties whether express or implied, with respect to any service, materials, the operation of the Platform or the information, content, quotes or products, if any, that are on the Platform. The Company excludes liability for any claims, losses, demands or damages of any kind whatsoever, including but not limited to direct, indirect, incidental, or consequential loss or damages, compensatory damages, loss of profits, or data or otherwise.
13.5. Neither the Company and/or its affiliate(s)/ related entities nor people involved in the creation, production and distribution of the Company’s Services warrant that the functions and links contained will be uninterrupted, error free, bott free or free of viruses and/or any harmful and inappropriate content.
14.1. The Artist acknowledges that pursuant to this Agreement, certain information, which is confidential and/or proprietary in nature and includes data, information or documents, whether or not explicitly designated as “confidential”, disclosed or to be disclosed (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally, visually or by other means), and any and all information which may be developed or created, in whole or in part, directly or indirectly, from such information (altogether, “Confidential Information”). The Artist acknowledges and agrees that all Confidential Information whether disclosed orally or in writing, is the property of the Company and is valuable, special and unique to the business of the Company.
14.2. The Artist agrees that Confidential Information which has been or will be disclosed by the Company to the Artist in confidence will be used only for Performance under, and in accordance with this Agreement.
14.3. The Artist agrees not to disclose any Confidential Information provided to him/her to any person (except to the Artist’s professional advisors, if any), without the prior written consent of the Company.
14.4. The Parties hereto reserve the rights to disclose such details of arrangement under this Agreement, if required to do so by statutory or other government authorities, as may be required under law. The Artist shall not, however, disclose the contents of this Agreement in any other circumstance, whatsoever, without the prior written consent of the Company; in default whereof, the Company reserves the right to terminate this Agreement, forthwith.
14.5. This Clause shall survive the termination of this Agreement.
14.6. Upon termination of this Agreement, the Artist shall forthwith return all Confidential Information and confirm in writing to the Company that all such material has been returned in compliance with this Agreement or has been destroyed at the instruction of the Company.
14.7. Public Announcement: No public announcement of the subject matter of this Agreement shall be made by the Artist except with the prior written approval of the Company.
15. Additional Terms and Conditions
15.1. You may not assign or otherwise transfer the Your account or your rights or obligations under these Terms. The Company may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You.
15.2. Any failure by the Company to act on a breach of these Terms by an Artist on any occasion, is not a waiver of the Company’s right to act with respect to future or similar breaches.
15.3. Usage of the Platform following the posting of notice of any modification will be subject to the Terms in effect at the time of usage. If an Artist objects to these Terms or any subsequent modifications to these Terms or become dissatisfied with the Platform and/or the Services in any way, the Artist’s only recourse is to immediately terminate use of the Platform and the Services.
15.4. If any of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will continue to remain valid and enforceable.
15.5. These Terms, together with those agreements and policies made a part of these Terms by reference, make up the entire agreement between the Company and the Artist relating to such User’s use of the Platform and the Services.
15.6. Each Artist acknowledges that such Artist has read and understood these Terms, and that these Terms have the same force and effect as a signed agreement.
16.1. Any notice to be given by any Party to this Agreement shall be in writing and shall be deemed to be duly served if delivered by hand delivery, prepaid registered post or through a delivery service/courier:
To the Company
To the Artist
17. Governing Law And Dispute Resolution:
17.1. This Agreement is governed by the laws of India. Subject to the provisions of Section 17.2 below, the competent courts of Mumbai shall have jurisdiction in respect of any matter or dispute connected with this Agreement.
17.2. Any dispute or difference between the Parties arising out of, from or relating to anything contained in this Agreement, shall be referred to and resolved by binding arbitration under the Singapore International Arbitration Centre (“SIAC”) Rules. There shall be one arbitrator appointed in accordance with SIAC Rules. [NDA Comment: Please confirm]
17.3. The seat and venue of arbitration shall be Mumbai and the arbitration proceedings shall be conducted in English. The award of the arbitrator shall be final and conclusive and binding upon the Parties and non-appealable to the extent permitted by applicable law. The Parties shall equally share the costs of the fees of the arbitrator, but shall independently bear the costs of their own legal counsel engaged for the purpose of the arbitration
18. Force Majeure
In the event this Agreement cannot be performed or its obligations cannot be fulfilled for any reason beyond the reasonable control of the Parties, including but not limited to, war, industrial action, floods or Acts of God, then such non- performance or failure to fulfill the obligations shall be deemed not to be a breach of this Agreement (“Force Majeure Events”). In the event such Force Majeure Events continue for a continuous period of 1 (one) month, then the Company may, in its discretion, terminate this Agreement by giving a notice in writing to the Artist.
19. Independent Contractor
The Artist’s relationship with the Company is one of independent contractors, and nothing in this Agreement will be construed as creating a partnership, agency or employment relationship between the Parties.
20. Waiver and Severability
Under no circumstances will these Terms be deemed to be waived for any other rights or provisions. In the event of any of these Terms being considered invalid or if not enforceable in any jurisdiction due to conflict with local applicable laws, all other provisions will continue to be in effect. In the event, the material clauses are held invalid, and the parties are interested in continuing their relation, the parties may reach a legally acceptable amicable solution within 15 days of knowledge of the inapplicability of the Terms and the same being conveyed to the other party.
Services provided by the Company to the Artists
(a) Permitting the Artists to create an account through the Platform
(b) Providing the Platform and infrastructure enabling Artists display their Works and advertise themselves to an aggregate of Users.
(c) Allowing the User/Customer to search and browse for various Artists within their budget.
(d) Permitting the Users/Customer to view the Works of the Artists.
(e) Permitting the Users to book and pay for the performance of the Artists