Nuveb Content Marketplace Agreement
This Content Marketplace Agreement (the "Agreement") constitutes a binding legal agreement between Neweb Labs Private Limited ("Nuveb," "we", "us" or "our"), and the individual(s) or entity being identified and entering into this Agreement with Nuveb ("Creator", "you", "your") as the authorised owners of the audio-visual content to be uploaded to the Nuveb Platform for consumption and viewing by the Nuveb end-user ("Content").
This Agreement applies to your use of the online marketplace services offered by Nuveb vis-à-vis the Nuveb Platform, wherein a Creator may upload their Content on the Nuveb Platform for viewing and consumption by the Nuveb end-user (the "Content Marketplace Services") and shall be effective as of the date you sign up to the Nuveb Platform as Creator.
The Nuveb Terms of Use , the Nuveb Privacy Policy , the Nuveb Content Guidelines and any other terms & conditions applicable on the Nuveb Platform, Site or Services ("collectively "the Nuveb Terms") are hereby incorporated into and made a part of this Agreement. The requirements under Nuveb Terms are mandatory and your failure to follow the same, especially those under the Nuveb Content Guidelines, may result in your Content and Information being rejected by us for inclusion in the Service. To the extent there is a conflict between this Agreement and the Nuveb Terms, the terms of this Agreement shall prevail. Any capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Nuveb Terms, as applicable.
This Agreement addresses certain additional rights and obligations associated with the Content Marketplace Services.
Acceptance & Modification of Agreement
a) You must accept all of the terms and conditions contained in this Agreement before accessing or using the Content Marketplace Services. Your acceptance of this Agreement on the Platform while signing up for the Content Marketplace Services indicates your acknowledgment that you have carefully read, understand and accept this Agreement and the Nuveb Terms. If you do not accept this Agreement and the Nuveb Terms, you may not access or use the Content Marketplace Services.
b) Nuveb may modify this Agreement from time to time by posting the modified version of the Agreement on the Platform and/or the Site. Our right to modify this Agreement includes the right to add, remove or amend the Nuveb Terms.
c) If and when we modify this Agreement, you will be notified of such modification via such email provided by you during the sign-up process as well as through the Site.
d) Anything to the contrary herein notwithstanding, your failure to discontinue your use of the Content Marketplace Services, including removing any uploaded Content, or your continued use of the Content Marketplace 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
This Agreement shall remain in effect until terminated by either party in accordance with the terms herein. You may terminate this Agreement with or without cause by providing prior written notice of thirty (30) days to Nuveb and ensure prompt removal of all your Information, including Content, from the Platform. Without limiting Nuveb's other rights and remedies set forth in this Agreement, Nuveb 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 Content Marketplace Services and/or to take necessary steps to prevent you from accessing and/or using the Content Marketplace Services, including removal of all your Content and Information from the Platform on termination by either party. Even after Content Marketplace Services are terminated, this Agreement will remain in effect to the extent applicable to your use of the Content Marketplace Services prior to such termination.
Content Marketplace Services & Grant of Rights
a) You may upload your Content and Information onto the Platform, subject to Nuveb's review process. The review process shall verify the Content's compliance with technical specifications and other requirements as prescribed by Nuveb. Notwithstanding anything contained herein, any confirmation or approval pursuant to such review process shall not (i) implicate or impose any liability on Nuveb for any Content or any claims arising thereof, or (ii) absolve or release you from any liability arising from the nature of the content in the Content or Information.
b) You acknowledge that Nuveb does not guarantee any specific number of views, downloads for the Content or exploitation of your uploaded Content and Information or any financial outcome from such exploitation.
c) Ownership of the Content and all associated intellectual property rights shall remain with the Creator. You hereby grants Nuveb an exclusive, worldwide, royalty-free license to host, display, and distribute the Content on the Nuveb Platform solely for the purpose of providing the Services, including to collect any revenue generated by the Content pursuant to the Services.
d) Nuveb reserves the right, in its sole discretion, to reject any or all Content or Information you submit for participation in the Content Marketplace Services or to authorise our third party service providers, where applicable, to so reject. You agree that all Content or Information you submit will be submitted at your sole expense in the format(s) required by Nuveb. It is your responsibility to deliver all necessary information, metadata, soundtracks, graphic files and any other information or content in the format required (all of which shall be deemed your Content and Information for purposes hereof). You acknowledge that Nuveb will not be obligated to consider your Content or Information for participation in the Content Marketplace Services until Nuveb receives all of the necessary information in the prescribed formats.
e) Nothing contained herein shall be construed as granting or conferring any property rights in the Services, Site, the Nuveb Platform or any part thereof to You. Therefore, We are not granting to You by means of this Agreement, the right to exploit our Intellectual Property of that of any of our service providers (including but not limited to copyright, patent, trademarks, registered marks, trade secrets, and confidential and proprietary information relating thereto). All these rights are expressly reserved by their owner and, as a consequence, the owner of those rights retains all licensed or ownership rights to the Service, Site, Nuveb Platform, brands, technology and any associated rights, registered or unregistered together with any part thereof.
f) Nothing contained herein shall be construed as an obligation for us to effectuate any online promotion and/or marketing of Your Content and Information under this Agreement. However, Nuveb may offer complimentary promotional services in our sole discretion.
Transaction Fees & Payment
a) Nuveb shall be entitled to charge the Creator of a fee of up to INR 25 plus 25% of the original fee charged by the Creator and applicable GST for each transaction between a Nuveb End-User and you on the Platform.
b) Nuveb shall provide you with access to a dashboard on the Nuveb Platform, which will display all relevant transaction details related to the Content uploaded by you, including the number of views, fees collected, and other relevant information. Nuveb shall calculate and deduct the applicable fees from the transaction amount before remitting the remaining balance to you.
c) You acknowledge that the amounts reflected in the dashboard provided by Nuveb shall constitute the sole financial obligations of Nuveb to you.
d) Nuveb shall not be responsible to make any payments from any revenue generated for a Content to any third party in relation to the Content. You agree that with respect to any such third party, you undertake to accurately distribute any legitimate third party share to that party promptly and accurately. You will be responsible for any liability arising against Nuveb or yourself pursuant to any failure by you to do so.
e) Nuveb shall issue payments to you on a monthly basis within seven (7) working days from the end of each calendar month, provided that the total amount due to you is at least INR 500. If the total amount due to you is less than INR 500, it will be carried over to the following month until the threshold is reached.
f) Nuveb shall be entitled to set off any amounts that you may owe to Nuveb in connection with the Content Marketplace Services or otherwise against any amounts that may be due to you under this Agreement.
g) Without limiting any other rights and remedies of Nuveb, you agree (a) to forfeit all amounts due if Nuveb determines that your use of the Services or any Content or Information to which such amounts relate is subjected to or involved in any fraudulent or infringing activity (as determined by Nuveb in accordance with the Nuveb Terms) or violates the Content Guidelines, and (b) to the extent that any fraudulent and/or infringing activity or violation of Content Guidelines is determined by Nuveb to be caused by any of your or your affiliates' actions or omissions, any costs incurred by Nuveb (including without limitation legal fees and expenses) in connection therewith may be deducted by Nuveb from any amount otherwise payable to you by Nuveb under this Agreement or otherwise.
h) If any of your Content or Information is rejected by us because it does not meet our technical or editorial specifications (including but not limited to the Nuveb Information Guidelines) or if you are reuploading a Content after resolving a takedown notice, you shall be responsible for any costs and expenses associated with resubmitting such Content or Information.
i) All amounts 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.
j) 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 Content.
k) Any objection relating to any payment to you of any amounts due hereunder, or otherwise, or any claim or dispute arising therefrom, must be made (and any claim or dispute commenced) by you no later than one (1) year after the date the amount(s) in question are paid to you and you hereby waive any longer statute of limitations that may be permitted by law.
Representations and Warranties
You represent, warrant and covenant, at all times relevant hereto, that:
a) the information you provide to Nuveb for the Content is complete and correct in all respects and correctly identifies all rights holders with an interest in the Content;
b) the underlying works embodied in the Content, including any sound recordings, do not and shall not infringe any copyright or other intellectual property or proprietary right of any third party;
c) the Content and Information conforms to the Nuveb Information Policy published by us from time to time.
d) you have 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 Content, 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 Nuveb and any licensee of Nuveb to fully enjoy the license granted hereunder, and to otherwise carry out the terms and provisions of this Agreement;
e) you have 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 Nuveb or any third party, and no payment to any third party, is necessary to carry out the terms and conditions of this Agreement;
f) no third party is infringing upon or interfering with the Content, and no such claims have been made against any third party;
g) all information you provided in connection with this Agreement, and the registration of Content with Nuveb is complete and correct in all respects;
h) the version of the Content uploaded by you does not contain any disabling devices or code which could be capable of impairing or tracking Nuveb's or any end-user's access to the Content;
i) there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to your 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, your ability to perform your obligations under this Agreement;
j) you have consulted with legal, financial, tax and other advisors regarding the implications of this Agreement and of licensing Content and Information through the Content Marketplace Services, or have knowingly waived its right to do so, and you enter into this Agreement and you license Content and Information through the Content Marketplace Services with full knowledge and understanding of the legal, financial, tax and other consequences thereof; and
k) you shall comply with all applicable laws, rules, regulations, and orders (as they may be amended from time to time), and without limitation of the foregoing you acknowledge that you have read and will comply with the conduct and restrictions on conduct that are applicable to the use of the Services, Site and the Nuveb Platform.
Disclaimers
You acknowledge and agree that the Nuveb Platform is provided on an "as is" basis. Nuveb makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the Platform, including any content, materials, or services provided through the Platform.
a) To the maximum extent permitted by applicable law, Nuveb disclaims all warranties, express or implied, including but not limited to the warranty of merchantability, warranty of non-infringement, warranty of accuracy, and warranty of availability.
b) You acknowledges that any reliance on the Platform or its content is at your own risk. Nuveb does not endorse, warrant, or guarantee the originality, authenticity, quality, suitability, legality, or reliability of any content uploaded by other users on the Platform.
c) No advice or information, whether oral or written, obtained from Nuveb or through the Platform, shall create any warranty not expressly stated in this Agreement.
d) The limitations and exclusions of warranties set forth herein shall apply to the maximum extent permitted by applicable law.
Anti-Piracy
a) The Creator acknowledges and agrees that while the Nuveb will make reasonable efforts to prevent piracy and unauthorized distribution of their content, it cannot guarantee the complete elimination of piracy.
b) Nuveb will reasonably endeavor to employ security measures to protect the content uploaded by the Content Creator, such as digital rights management (DRM) technology, watermarking, and encryption, to deter unauthorized copying, distribution, or downloading.
c) Nuveb shall not be held responsible for any damages or losses incurred by the Creator as a result of piracy or unauthorized distribution of the Content. The Creator acknowledges that the internet is inherently vulnerable to piracy and accepts that the Nuveb cannot be held liable for actions beyond its control.
d) The Creator agrees to promptly notify the OTT Platform in writing if they become aware of any instances of piracy or unauthorized distribution of Content on the platform. The OTT Platform will provide reasonable support and assistance to the Content Creator in addressing such instances, including but not limited to sharing relevant information, cooperating with legal authorities, and taking appropriate action as deemed necessary. This may include issuing takedown notices, implementing access restrictions, or employing other reasonable measures to prevent further unauthorized dissemination.
e) The Creator understands and agrees that the responsibility for protecting their content from piracy and unauthorized distribution ultimately lies with them. The Creator is encouraged to take additional precautions, such as copyright registration, utilizing watermarking technologies, or seeking legal advice to safeguard their intellectual property rights.
f) Nuveb reserves the right to modify or enhance its anti-piracy measures at any time, provided that such modifications do not materially affect the Creator's ability to upload, distribute, or monetize their content on the platform.
g) This clause shall survive the termination or expiration of the agreement between the Creator and Nuveb and shall continue to apply to any instances of piracy or unauthorized distribution that occurred during the term of this Agreement.
Limitation on Liability
a) You expressly agree that Nuveb shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this Agreement, even if Nuveb has been advised of the possibility of such damages.
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 Platform or Content Marketplace Services,
(iii) interruptions to the Platform or the Content Marketplace Services,
(iv) virus or malicious software contained on or transmitted through the Platform or the Content Marketplace Services,
(v) bugs or errors of any kind on the Platform or in the Content Marketplace Services,
(vi) damage to your hardware by use of the Platform or the Content Marketplace Services,
(vii) the actions or omissions of third parties, including without limitation other users; or
(viii) a suspension or termination of your account.
c) The aggregate liability of Nuveb, including its affiliates, for any and all claims, actions, demands, losses, liability, damages, costs, expenses or similar items of any kind or nature, whether known or unknown (collectively, "Claims") arising under or related to this Agreement, the Platform, the Content Marketplace Services or otherwise shall be limited to the fees actually paid to and retained by Nuveb during the 12 months prior to the claim for the specific activity or service giving rise to the liability.
Indemnity
You agree to indemnify and hold harmless Nuveb and its related parties from and against any and all claims, losses, damages and expenses arising out of or related to:
a) your access to or use of the Platform or the Content Marketplace Services,
b) your violation of any third party right, including without limitation any copyright, patent, trademark, property or privacy right,
c) your breach of any of your representations, warranties or covenants contained in this Agreement, or
d) any Content and Information that you upload on the Platform or submit for inclusion in or through the Content Marketplace Services.
Copyright Infringement
a) In addition to the warranties provided by you hereunder you agree that you will not engage in activities constituting copyright infringement or fraud in relation to the use of the Services. Copyright infringement or fraud for the purpose of this Agreement is defined as the unauthorized exploitation of material protected by copyright (Copyright Infringement); the infringement of any law that regulates the ownership of legal right holders; the use of (modified) talent, production house or brand names/ trademarks or artwork which may create confusion or false expectations related to the Content which is served to end-users on the Platform; the use of automated digital bots or other means to "click" on payment-generating links pretending to be consumers (i.e., Click Fraud), producing unnatural and fraudulent incomes; the upload of distorted audio-visual content also to generate revenues and other unauthorized activities which are in breach with the Nuveb Terms.
b) Without limitation, the following may be deemed to be copyright infringement or fraud:
(i) Providing a Content or Information containing misleading artist names or titles used to attract end-users to that Content.
(ii) Impersonation of any talent, celebrity or popular public figure in any form, other than as parody or satire.
(iii) Providing a Content containing copyrighted material from someone else who did not grant publishing permission to you.
(iv) Until proven otherwise, where we receive an infringement notice or takedown request from a claiming rightsholder or their representative in relation to a Content or Information provided by you.
Reporting Infringement
If you believe that your Content and/or Information has been infringed by any other Creator on the Nuveb Platform, or if you believe that any Content and/or Information hosted on the Nuveb Platform is infringing on any third parties' rights, you may request us to takedown/remove such Content and/or Information from our platform by sending a 'Copyright Takedown Notice' with the following details:
(i) Your name, address, contact information.
(ii) A description of the copyrighted work (Content or Information) that you claim has been infringed.
(iii) A description of where on the Nuveb Platform the material that you claim is infringing may be found, sufficient for us to locate the material (e.g., the URL for the video).
(iv) A statement containing the information about the owner of the copyrighted work and brief description of copyrighted work the contents of which alleged to have been violated.
(v) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
(vi) A statement by you that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
(vii) Your electronic or physical signature.
The Takedown Notice shall be sent to Nuveb at (email address to be specified)
Nuveb reserves the right to disclose notices with affected Creators, End-Users, third parties and third-party databases that collect information about copyright takedown notices.
Takedowns
In the event Nuveb receives a takedown request from any third-party, for your Content or Information, Nuveb shall notify you promptly and initiate take-down within twenty four (24) hours of being issued such notice. You may resolve the take-down notice with such third-party and inform Nuveb on the successful resolution of such notice. Nuveb reserves the right to reinstate any Content or Information subject to submission by you of satisfactory evidence of the resolution of such takedown notice. Nuveb reserves the right to withhold all amounts due to you till such successful resolution. In no event is Nuveb obliged to pay out any amounts accrued to you in relation to a Content that is deemed infringing of any third-party right or violating any Nuveb Terms.
Repeat Infringers
a) Nuveb reserves the right to permanently terminate any Creator accounts that receive three copyright strikes. A "Copyright strike" accrues each time material is removed from the Nuveb Platform due to a takedown notice.
b) We may remove a Copyright strike in appropriate circumstances, such as where (1) the underlying material is ultimately restored due to successful resolution of such takedown notice; or (2) the claimant withdraws the underlying notice.
c) We may terminate user accounts that receive fewer than three (3) Copyright strikes or no copyright strikes in appropriate circumstances, such as where the Creator has a history of violating or wilfully disregarding the terms of this Agreement, specifically violating the Content Guidelines and any other Nuveb Terms.
Notice for Termination/Suspension
a) We shall reasonably endeavor to notify You with the reason for termination / suspension of your account on the Nuveb Platform unless we reasonably believe that doing so (a) would violate the law, direction of a legal enforcement authority, or would otherwise risk legal liability for Nuveb or our affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any end user, other third party, Nuveb or our affiliates.
b) If you believe your account has been wrongfully terminated/suspended, you can write to us at [email protected].
Disputes & Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Bangalore, India.
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 Nuveb, shall be in writing and shall:
(i) if to Nuveb, be delivered either via email, and
(ii) if to you, be delivered either via email, or by being posted as a notification to your account, and shall be deemed received upon delivery.
b) Any such notice shall be delivered or sent:
(i) if to Nuveb, to [email protected], and
(ii) if to you, either to the email address specified in connection with your account, or by being posted as a notification to your account.
Force Majeure
Nuveb shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of Nuveb, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, pandemic 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 Nuveb, and any such attempted assignment or transfer without Nuveb's 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 Nuveb enter into this Agreement as independent contractors, and neither Nuveb nor you shall be or construed to be a partner, joint venturer, agent or employee of the other party.
General Provisions
This Agreement, the Nuveb Terms or any applicable Nuveb terms and conditions constitute the entire agreement between you and Nuveb regarding your access of the Content Marketplace 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 Nuveb 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 Nuveb Terms, or any other agreement between you and Nuveb. 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 Nuveb. If any provision of this Agreement, or any other agreement between you and Nuveb, 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.
Last Updated: July 24, 2023