Terms and Conditions - Hubhopper Originals
This page (“Agreement”) sets forth the terms and conditions between you, the Content Provider (“Licensor”) and Hubhopper : Parijat Innovations Private Limited (“Licensee”) in connection with the license of certain content for distribution on certain platforms owned or reserved for distribution by the Licensee.
Licensor provides to Licensee the podcast/audio show(s) as listed in the form in Appendix A, (the “Program”) to use according to the terms set out under this Agreement. The Program would strictly be in the audio format, and would be categorised as an “Hubhopper Original”, and/or any other category that the Licensee may deem fit.
The licensor hereby grants to Licensee and Licensee hereby accepts from Licensor the irrevocable Licensed Rights to the Program subject to all the terms and conditions hereinafter set forth. All rights not granted to Licensee hereunder with respect to the Program are reserved to Licensor. All rights include the right to copy, store, archive and distribute the Program according to the Licensed Rights.
The Licensor shall not share the content provided to the Licensee for the first six months from the date of first publication with any third-party that is not a part of this Agreement. For the aforementioned tenure, this content will be exclusively reserved for the Licensee. Both parties are hereby allowed, however, to collaborate with any other third-party in order to produce said content.
Licensee is entitled to assign/sublicense all Licensed Rights to third parties and/or to affiliates and contracting partners for distribution, in whole or in parts, (e.g. redistribution, player plugins, distribution through other aggregators or contracting partners).
The Licensor hereby also guarantees that the Program shall not in whole, or in parts, be:
- Violent or gory content that's primarily intended to be shocking, sensational, or gratuitous,
- Promoting or condoning violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, sexual orientation or gender identity
- Involve predatory behavior, stalking, threats, harassment, intimidation, invading privacy, revealing other people's personal information, and inciting others to commit violent acts
Subject to any contractual restrictions the Licensor has entered into with individuals appearing in the Program in connection with their name and likeness use in promotional and/or marketing material, the Licensee shall be granted the right to use excerpts and clips of the Program and all relevant Delivery Materials (promotional trailer, still images and other available promotional material) in all media now known or hereafter devised, including print and online media, worldwide for the following purposes:
- Program-related and Licensee advertising purposes, including online and/or offline promotion as well as the right to promote the Program and its exploitation using the name, image, likeness, voice, photography and biography of the creator(s), and/or of the creating partner(s) as according to common practice (e.g. in television, in cinemas, on videos, in online services or in printed form).
Licensee is entitled to make alterations, deletions, cuts or other modifications in and to the Program to adapt the Program to suit online marketing inventory and to enable in-program advertising, and/or for the protection of the former’s users, as it may deem fit. Alterations to the title of the Program require written approval from the Licensor. Other than for said reasons the Program shall be distributed unaltered.
Licensee is entitled to dub and/or subtitle the Program in any language (even the original). Licensee has the right to exploit the Program in the delivered language version as well as in the dubbed, voiced-over or subtitled version. Licensee shall grant free access to Licensor to any dubbed or subtitled version of the Program created by Licensee.
Licensor represents and warrants that:
- It has the full right, power and authority to enter into and fully perform this Agreement,
- It is the sole owner of all rights granted under this Agreement including copyrights and neighboring rights and any such rights originally vesting in third parties and that it is authorized to dispose over such rights to the benefit of the Licensee,
- Any music within the Program does not infringe or violate the trademark, trade name, copyright, right of privacy or publicity, property rights or any other right of any third party,
- All necessary rights, permissions, consents and moral rights waivers have been duly obtained by contracting any material rights holder, participant, performer, presenter, contributor or other person involved in the production of the Program or providing rights, services or facilities in connection with it,
- The Program will not contain material that is unlawful or will promote illegal or unlawful activities (including illegal product placement.
Licensor shall indemnify and hold Licensee harmless against all actions, claims, costs (including reasonable legal costs and settlement costs and other payments), proceedings, direct and indirect damages, expenses, or fines arising out of any breach or non-performance by Licensor. These representations and warranties shall remain in full force and effect so long as and shall be deemed to be repeated by Licensor on each day Licensor shall have any obligation to Licensee hereunder.
Any action of any of the parties to this Agreement with regard to the defense of rights of the Program will be undertaken in close cooperation with the other party. Licensee does hereby and shall at all times indemnify, defend and hold harmless Licensor, its subsidiary and affiliated companies, its officers, directors and employees and each of them, of and from any and all claims, liabilities, demands, and causes of action or any thereof arising out of or relating to any breach by Licensee of any representations, warranties, agreements, covenants, or undertakings under this Agreement.
Upon notice from Licensor of any claim, demand or action being advanced or commenced, Licensee agrees to adjust settle or defend that claim at the sole cost of Licensee. If Licensee shall fail promptly to so do, Licensor shall have the right and is hereby authorized and empowered by Licensee to appear by its attorneys in any such actions, to adjust, and take any other action necessary or desirable for the disposition of such claim, demand or action. In any such case, Licensee, within thirty (30) days after demand therefore by Licensor, shall fully reimburse Licensor for all such payments and expenses, including reasonable, outside attorney's fees
Either party is entitled to terminate this Agreement extraordinarily at any time with immediate effect:
- if the other party is in material default of this Agreement and fails to cure such default within twenty (20) working days of receiving written notice thereof.
Licensee is entitled to terminate this Agreement extraordinarily at any time with immediate effect, if Licensee:
- ceases to carry on business or part of the business, - changes its business or program strategy,
- is unable to transmit the Program(s) or its like (for whatever reason).
Furthermore, the parties acknowledge and agree that if the Program or parts of it are available only to a certain set of audiences (for example, only for mature viewers) or get this status during the License Term of this Agreement or have to be changed due to legal requirements, the respective titles are in the discretion of Licensee to be replaced upon best effort by another Program or by a legally respectable modified version through Licensor or Licensee is entitled to terminate this Agreement in respect of the affected Program.
All sections form an integral part of the Agreement and apply to the parties, unless they are amended by provisions in this Agreement. This Agreement is the complete and final agreement and understanding between the parties with respect to the subject matter hereof and may not be changed or modified except by an agreement in writing. Should any provision of this Agreement be void, the remaining provisions shall be unaffected thereby. The parties shall hold the terms of this Agreement and all information in connection therewith strictly confidential and shall not disclose such information to third parties. Nothing in this Agreement shall be deemed to constitute an agency or a partnership or joint venture between the parties and neither party shall do or permit any act to be done whereby it may be represented as being the agent or partner of the other.
This Agreement shall be governed by and construed in accordance with the provisions of to the exclusion of its conflict of law rules. If the seat of Licensor or Licensee is in a different state, any disputes arising from or in connection with this contractual relationship shall be finally resolved in accordance with the Rules of Arbitration of the by one or more arbitrators appointed in accordance with these rules. The place of arbitration shall be New Delhi, India.