LICENSE TERMS AND CONDITIONS
THESE STANDARD TERMS AND CONDITIONS IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING
TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS AND CONDITIONS DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.
THESE TERMS AND CONDITIONS IS A LEGALLY BINDING DOCUMENT BETWEEN LICENSOR/YOU AND TIMES INTERNET LIMITED ("LICENSEE") WHERE LICENSOR AGREES TO UPLOAD
, PROMOTE AND MARKET LICENSED CONTENT ON LICENSEE'S PLATFORM/WEBSITE. THESE TERMS AND CONDITIONS WILL BE EFFECTIVE AND BINDING ON THE LICENSOR UPON LICENSOR UPLOADING,
PROMOTING AND MARKETING LICENSED CONTENT ON LICENSEE'S PLATFORM.
These Terms and Conditions are subject to revision at any time by the Licensee and hence Licensor are requested to carefully read these Terms and Conditions from time to time before uploading any Content.
You are requested to regularly visit the Website to view the most current Terms and Conditions. It shall be Your responsibility to check these Terms and Conditions periodically for changes.
You may be asked to provide Your specific consent to any updates in a specified manner before any further use of the Website and related services. If no separate consent is sought, Your continued use of the Website
following such changes and modifications to the Website or these Terms and Conditions will constitute Your acceptance of such changes or modifications.
The Licensor hereby represents that they have all legal rights, titles and interest in the Licensed Content to be provided
to Licensee and that it shall assume full responsibility for any claim or action relating to infringement or
unauthorized use of the Licensed Content under this arrangement.
Based on the aforementioned representations made by the Licensor, the Licensee hereby permits to the Licensor to
post the Licensed Content and the Licensor hereby grants license to the Licensee as specified in Clause (3) below.
The following words shall have the specified meaning therein:
"Content" means content including images, articles, power point presentations, word document, excel sheet, link to videos uploaded on other media platform
licensed by Licensor to the Licensee in accordance with these Terms & Conditions.
“Confidential Information” means any and all information and/or data which is obtained by the
receiving party from the disclosing party by whatever means whether orally or in writing, pictorially, in
machine readable form, or in any other tangible media, in connection with these Terms and Conditions or otherwise, including
but not limited to, financial information, know-how, processes, trade secrets, schematics, technology, customer
information, supplier information, sales statistics, pricing information, market intelligence, marketing and
other business strategies and the existence and terms and conditions of this arrangement. Confidential
Information does not include information that the receiving party can show: (a) was known by the receiving party
prior to disclosure thereof by the disclosing party; (b) was in or entered the public domain through no fault of
the receiving party; (c) is disclosed to the receiving party by a third party legally entitled to make such
disclosure without violation of any obligation of confidentiality; or (d) is independently developed by the
receiving party without reference to any Confidential Information of the disclosing party.
"Licensor" means the entity/person/company that shall avail the services and upload, promote and market the Content on the Website in accordance with this Terms and Conditions herein.
"Licensor" means Times Internet Limited who owns and manages the Website.
"Licensor Trademarks" means the trademarks, service marks, and logos used by the Licensor on the Website , which may be updated from time to time by Licensor.
"Licensor Content" means Content licensed by the Licensor to the Licensee in accordance with these Terms & Conditions.
"Platform" shall mean Licensee branded applications, websites, microsites, RSS Feed, WAP, mobile applications and internet streaming mobiles owned and managed by the Licensee, including but not limited to Brandwire.in , Timesofindia.com, Economictimes.com, Gadgetsnow.com & Navbharattimes.com..
"Publication" shall mean uploading of Licensed Content on the Website and/or Platform by the Licensor.
"Party" & "Parties" - The Licensee and Licensor shall individually referred as 'Party' and collectively referred as 'Parties'.
"Territory" means worldwide.
- "Website" shall mean http://www.brandwire.in owned and managed by Licensee.
Content/Trademark License: Subject to these Terms and Conditions, Licensor hereby grants to Licensee an irrevocable, worldwide,
perpetual, sub licensable, ,non-exclusive license to use and reproduce the "Licensed Content/Licensor's Trademarks", solely in connection with promotion
and distribution of the Content as permitted hereunder by offering to users on Licensor's Platform/ Website through both web and mobile platform. The Licensee shall
have the right to make available the Licensed Content /Licensee' Trademark to the users of Licensee's Platform/Website and encourage them to make the said Licensed
Content/Licensor’s Trademark viral across media (including but not limited to print media, online portals, social portals etc). Accordingly, the Licensor hereby also grants
license to users of Platform and/or Website to use and reproduce Licensed Content as envisaged herein.
Publication of Licensed Content: The Licensor shall license the Content to the Licensee in accordance with these Terms and Conditions.
Once the Content is uploaded by the Licensor and thereby licensed to the Licensee under this arrangement, the same may be edited by the Licensor upto 30 minutes prior to Publication on the Website/Platform.
In case the Licensor withholds the Content from Publication (for any reason) prior to 30 minutes of the Publication then in such case the Licensee
shall not be required to refund the fees received from the Licensor towards the said Licensed Content. Please note the Licensed Content cannot
be withhold during the last 30 minutes prior to the respective Publication.
- Scope of Service: The Licensee shall provide various services and for facilitating the Licensor to publish and promote their Content through this arrangement.
Licensee shall have the right to delete/modify/alter the Brand Comment/Brand Response/Slide Show/Brand Addendum subject to Licensee's sole and absolute discretion. Further, the Licensee
reserves the right to delete the Licensed Content (Brand Comment/Brand Response/Brand Story/Slide Show/Brand Addendum) in case the said Licensed Content violates any provisions of law.
The Licensor shall be solely responsible for the Content even after such modification/alteration done by the Licensee. Licensee shall have the right to provide its comments/clarifications
on any Brand Comment/Brand Response/Slide Show/Brand Addendum. Licensee shall be the owner of such content posted by its editorial team and/or journalists and shall own the copyright and other
related intellectual property rights in such content.
Brand Stories: The Licensor can issue any content to promote its brand or pass information to the viewers of the portal "brandwire.in".
Each such publication of the content shall be considered as one Brand Story. One such Brand Story shall have following limitations:
|Number of Words
b. Times of India or Economic Times
Brand Comment (BC): The Licensor can participate in the conversation going on at the published Brand Story on Licensee's Platform (if any) by opting the Brand Comment.
Each such conversation shall be considered as one comment and shall have the limitations of 60 words. Further, the BC can be utilized within 1 year from its purchase. The Licensor shall not publish any image,
video through such comment. Each comment made by Licensor under this clause shall have the words "Verified" endorsed by the Licensee.
Brand Response (BR): The Licensor shall have an opportunity to clarify its stand against any article/story which is published on Licensee's Platform by opting Brand Response.
Each such clarification shall be considered as one response and it shall have the limitations of 200 words. Further the BR can be utilized within 1 year from its purchase.
The Licensor may publish one image through a response, however, cannot upload any video. It is hereby clarified that the response can only be for those stories/articles which are owned by the journalist
of Licensee's Platform. The editorial team and/or journalist of the respective story/article reserves a right to share his clarifications to the response given by the Licensor.
Slideshow: The Licensor can upload extra images to their respective Brand Story and present slide show of these images through
"Slide Show". Each such image utilized in Slide Show shall be a considered as separate. The Licensor can utilize the Slide Show only at the time of publishing
the Brand Story and not subsequent. Each Slide Show shall have a validity of 1 year from its purchase;
- Brand Addendum: The Licensor shall have an opportunity to post any additional information on any of its already published Brand Story through "Brand Addendum".
The "Brand Addendum" shall have a limit of 150 words along with an image and should be utilized within 1 year from its purchase. Please note the Licensor can opt for only one "Brand Addendum" per Brand Story.
Obligations of Licensor:
Licensor shall provide Licensee the Licensed Content as envisaged in Clause 4 above.
- Licensor shall provide the Licensed Content in the format specified by Licensee which shall subsequently be uploaded by the
Licensee/ on the Website and shall be available to the users of the Website. Accordingly, the Licensor acknowledges that the users of the Website shall have a license to use
and reproduce the Licensed Content as envisaged under these Terms & Conditions. The Licensor undertakes full responsibility of the Licensed Content and shall indemnify the Licensee, for any loss caused on account of the Licensed Content.
Licensor shall purchase services from Licensee, for publishing its Content on Website. The said Licensed Content shall (subject to Licensee's discretion)
be further published on Licensee's Platform as specified in the respective services selected by the Licensor. The Licensor understands and acknowledges that while publishing the Licensed Content on
Website and/or Platform, Licensee reserves its sole discretion to give necessary disclaimers to either identify the Licensed Content with the Licensor or otherwise.
- The Licensor can share the embed link of the videos which are already uploaded on YouTube, subject to the specifications of the respective services selected by the Licensor.
- The entire Licensed Content shall be the Licensor's property, including copyright. The Licensee shall publish the Licensed Content as offered by the Licensor.
- Licensor agrees and undertakes that any Publication of the Licensed Content by the Licensee shall have the source solely to the Licensee Website i.e. “Brandwire".
- Licensor permits the Licensee to allow the users for sharing queries/questions/clarifications to the Licensor directly through the Website.
- Licensor shall abide with the terms and conditions of the specified services selected under this arrangement.
- Licensor further undertakes to deliver all the diverse versions of Content as specified by Licensee for promotion/display/publishing of the Content through Website and/or Platform .
- Licensor shall provide all necessary technical support to rectify and resolve malfunction/breakdown impending access to Content and the product documentation, Licensee deems fit to maintain the continuity of the broadcast/streaming in provision of the Content to Licensee.
- Licensor shall ensure that the archived or live Content shall not contain any material which is offensive, derogatory, explicit, perverse to any specific race,
gender or class of persons or degrading to public conscience or morals and is not in conformity with Indian sentiments or otherwise as mentioned in Schedule-A. Licensor further assures
Licensee that all the requisite rights and interests in the Licensed Content vests with Licensor and Licensor has the authority to license it to Licensee for all purposes as envisaged in this
arrangement and is not otherwise violating or infringing any third party intellectual property rights.
Licensee shall make available the Licensed Content through its Website. Online promotion will not include any banner or any display advertisement rights with outbound links to Licensor
- The Licensee shall have the right to make available the Licensed Content to the users of their Website and encourage them to make the said Licensed Content viral across media (including but not limited to print media,
online portals, social portals etc).Licensee shall have irrevocable and perpetual right to use the Licensed Content even after termination of this Agreement. Accordingly, the Licensor acknowledges that the users of the Website
shall have a license to use and reproduce the Licensed Content as envisaged under this arrangement.
Licensee will be serving advertisements on the Licensed Content provided by the Licensor and that the revenue earned from such advertisement shall be solely with the Licensee.
The Licensor hereby clarifies that it shall not claim any right over the revenue generated by the Licensee as envisaged above.
- Consideration and Refund: The Licensor shall pay in advance the consideration as specified for the respective services that are selected by the
Licensor through online payment gateway or through any other mode which the Licensee specifies on the Website . Licensee shall raise an invoice as per the services selected by the Licensor.
Licensor shall make payment to Licensee while selecting the services. Any tax applicability shall be the sole responsibility of the Licensor and shall be borne by the Licensor.
Notwithstanding anything mentioned herein, the amount paid under this arrangement is not refundable, even if the Licensed Content is withheld or deleted by the Licensee for any reason whatsoever .
- Termination: The Licensee can terminate these Terms & Conditions without cause by giving one (1) day advance notice to the Licensor.
However, the Licensee shall continue to hold the license of the Licensed Content already shared by the Licensor under this arrangement prior to the termination date in perpetuity.
- Confidentiality: Each party shall protect the Confidential Information of the other party from misappropriation and unauthorized use or disclosure,
and at a minimum, shall take precautions at least as great as those taken to protect its own Confidential Information of a similar nature, provided that such standard of care
is at least reasonable. Upon receiving Confidential Information from the disclosing party, the receiving party shall(a) use such Confidential Information solely for the purposes for
which it has been disclosed; and (b) disclose such Confidential Information only to those of its employees, agents, consultants, and others who have a need to know the same for the purpose
of performing this arrangement and who are informed of and agreed to a duty of nondisclosure. The receiving party may also disclose Confidential Information of the disclosing party to the
extent necessary to comply with applicable law or legal process, provided that the receiving party uses reasonable efforts to give the disclosing party prompt advance notice thereof.
Upon request of the other party, or in any event upon any termination or expiration of the Term, each party shall return to the other all materials, in any medium, which contain, embody,
reflect or reference all or any part of any Confidential Information of the other party.
- REPRESENTATIONS AND WARRANTIES: Licensor represents and warrants to Licensee that (a) Licensor is authorized to enter into this arrangement without
the violation of any right or contract with any third Party, (b) Licensor is a legal entity validly existing and in good standing under the laws as detailed in the title page, (c) Licensor owns and/or has
the sole and exclusive right to use, assign, transfer or part with all of the Intellectual Property, including in the Licensed Content; (d) there are no pending (or threatened in writing) legal proceedings, claims,
or allegations (formal or informal) against it relating to its use or ownership of any intellectual property pertaining to Licensed Content that would have a material adverse effect on the performance of its obligations
under this arrangement; (e)any distribution, marketing / promotional activity undertaken by Licensee as per this arrangement shall not violate any right of third parties; (f) Licensed Content shall not contain any material
which is offensive / derogatory / explicit / perverse to any specific race, gender or class of persons or degrading to public conscience or morals and do not breach any applicable law.
- Indemnity: Licensor shall defend, indemnify and hold harmless Licensee, and their officers, directors, employees and agents,
users (Collectively referred as "Licensee Indemnities) from and against any and all liabilities, claims, suits, losses, damages, costs, fees and expenses
(including reasonable attorneys' fees) brought against or incurred by the foregoing Licensee indemnities (a) due to any infringement or alleged infringement
of any third party intellectual property or proprietary right by reason of the authorized use of the Licensed Content or Licensor Trademarks in accordance with
the terms and conditions of this arrangement or (b) arising out of or in connection with any breach of its obligation and/or representation & warranties under this arrangement.
- Limitation of Liability: Licensee shall not be liable for any incidental, indirect, special punitive, exemplary or
consequential damages and any lost profits, arising out of this arrangement, even if Licensee has been advised of the possibility of such damages.
The aggregate liability of Licensee/ under this arrangement shall be limited to Rupees One Thousand Only.
- Disclaimer by Licensee:
LICENSEE'S ROLE IS THAT OF AN INTERMEDIARY AND IS LIMITED TO MANAGING THE WEBSITE TO ENABLE LICENSOR TO UPLOAD AND MARKET THE CONTENT ON WEBSITE AND/OR PLATFORM.
AT NO TIME SHALL LICENSEE HAVE ANY OBLIGATIONS OR LIABILITIES IN RESPECT OF SUCH CONTENT.
LICENSEE DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY CONTENT UPLOADED BY THE LICENSOR ON
THE WEBSITE OR PLATFORM. LICENSEE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR THE
CONTENT AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
- Force Majeure: Licensee shall not be held responsible to the Licensor for its temporary or
permanent inability to perform its obligations under this arrangement, if such incapacity is caused by any
reasons beyond the reasonable control of such Licensee including but not limited to, act of God, fire, flood,
earthquake, war, civil disturbance, riots and government action.
- Notices: Any notice required or permitted by this arrangement shall be in writing /through
e-mail and shall be deemed sufficient upon receipt. The Licensee/TIL shall communicate to the e-mail ID
mentioned by Licensor in the “Letter of authorisation” and such communication shall be valid under this
Independent Contractors: Neither Party shall for any purpose, be deemed to be an agent of the
other Party and the relationship between the Parties shall only be that of independent contractors. Neither
Party shall have any right or authority to assume or create any obligations or to make any representations or
warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect
- Dispute Resolution, Jurisdiction and Governing Law: Each of the Parties herein agree that if
any dispute, difference, controversy or claims arising out of or relating to this arrangement or the breach,
which cannot be settled by mutual discussions within the thirty (30) day period shall be resolved as par the
provisions of the Arbitration and Conciliation Act, 1996 or any of its subsequent amendments. The place of
arbitration shall be New Delhi. The arbitral procedure shall be conducted in the English language. These Terms & Conditions is
governed, construed and interpreted in accordance with the laws of India, without giving effect to principles of choice of law or conflict of laws.
Subject to above, each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of New Delhi in respect of any dispute, suit, action or proceedings,
which may arise out of or in connection with this arrangement.
- Severability: If any provision of these Terms & Conditions is or becomes, in whole or in part, invalid
or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision
shall apply with such deletions as may be necessary to make it valid.
- Waiver: Any waiver by Licensee of any breach or failure to enforce any of the terms and
conditions of this arrangement shall not in any way affect, limit or waive Licensee rights thereafter to
enforce and compel strict compliance with every term and condition of this arrangement.
- Assignment: Licensor shall not assign any and all rights and obligations
under this arrangement to any entity including but not limited to any
affiliate and/or Group Company(ies) or any third party without written
approval from Licensee pursuant to inter-alia any re-structuring,
merger, joint venture or otherwise. Further, the Licensor shall be
solely responsible to intimate and complete all the necessary
formalities with the Licensee to ensure that the assignee shall stand
further responsible towards rights and obligations under this
arrangement post such assignment. Under no circumstances shall the
Licensee be liable or the rights of the Licensee shall affect under this
arrangement on account of assignment made by the Licensor. For the sake
of clarity it is hereby expressed that the Licensee shall be free to
assignment its rights and obligations under this arrangement to any
third party including within group companies without any prior consent
or intimation to the Licensor.
- Survival: The obligations of the Licensor under this arrangement, including confidentiality and
non-use of intellectual properties, which by their nature would continue beyond the termination, cancellation or
expiration of this arrangement shall survive termination, cancellation or expiration of this arrangement.
- Entire Arrangement: These Terms and Conditions (including any Schedules hereto, which are
incorporated herein by reference) represents the entire arrangement between the Parties with respect to the
subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such
subject matter, and may be amended or modified by Licensee as indicated in this Terms and Conditions. If any
provision of this Terms and Conditions is held to be invalid, such invalidity shall not affect the remaining
- Licensor shall ensure that the Licensed Content offered under this arrangement is free of:
- Any vulgar, obscene content;
- Any adverse, offensive / derogatory reference to Corporations or Brand;
- Any adverse, offensive / derogatory reference to any personality, living or death;
- Any adverse, offensive / derogatory reference to communities, living or extinct;
- Any adverse, offensive / derogatory reference to any city, building, geographical feature, etc. that
can be singularly / uniquely identified in the world;
- Any adverse, offensive / derogatory reference to any gender;
- Any adverse, offensive / derogatory reference to animals;
- Any adverse, offensive / derogatory reference to physical / racial attributes;
- Any content which is lascivious or appeals to the prurient interest or the effect whereof is such as
to tend to deprave or corrupt any person;
- Any content, the presentation, dissemination or disclosure whereof, infringes any intellectual
property right or confidentiality obligation;
- Any content which LICENSEE , acting in its sole discretion, declares to be opposed to
standards of morality or decency, or to be opposed to public policy or to LICENSEE's
internal code of conduct or other policies/guidelines adopted by LICENSEE;
- Any adverse, offensive / derogatory reference to any other companies, organisations, religious
associations, political parties, governments (state and central), anyone's private life, any other
commercial and non-commercial entities;
- Any content, which could give ground for action for defamation or misrepresentation or breach of
confidence or breach of copyright or is otherwise offensive to the public;
- Any content that communicates words, which incite terrorism, the misuse of weapon, or encourage or
incite a person to commit criminal offence;
- Any content that suggest or encourage or incite any person to use harmful substance or engage to
- Any content whose purpose either directly or indirectly is to promote the sales of goods or services
shall bear an identification stating that the message or program is an advertisement and the content
of the message or program is an advertisement shall comply with the applicable code of advertising
Last Updated: 31 Aug, 2017