CONTENT LICENSING AND DISTRIBUTION AGREEMENT

This Content Licensing and Distribution Agreement (“Agreement”) is entered into between ST DIGITAL LLP, a company incorporated under the Companies Act, 2023 and having its registered office at 6, Sanjivani House, Arrah Garden Rd, Jagdeo Path, Rukanpura, Patna, Bihar 800014 and branch office at Pariness I, 307 , Off Veera Desai Marg, Andheri West Mumbai, 400053 having GST IN: 10AENFS1643A1ZL (hereinafter referred to as the “ST Digital” which expression shall unless repugnant to the context or meaning thereof, b e deemed to mean and include its successors and assigns) and “You”/ “Your” and is deemed to be effective from the date You accept the terms and conditions stated herein (“Effective Date”).

ST Digital and You are hereinafter individually referred to as “Party” and collectively as “Parties”, as the context may require.

WHEREAS

• ST Digital is inert alia engaged in the business of distribution of audio and audio-visual content including digital music across platforms.
• By agreeing to the terms and conditions stated in this Agreement, You represent and warrant that You are the owner/right holder of the complete Music Catalogue (as defined hereinafter) uploaded by You on the Digital Distribution System (as defined hereinafter) provided by ST Digital and hereby grant rights to ST Digital for distribution of the Music Catalogue on an exclusive basis through the Platforms (as defined hereinafter) during the Term (as defined hereinafter) in the Territory (as defined hereinafter), as more particularly stated hereinbelow.

NOW THIS AGREEMENT WITNESSETH THAT, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, AND OTHER CONSIDERATION THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

• Definitions:

  In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings:

  • “Agreement” shall mean this Content Licensing And Distribution Agreement and any and all schedules, annexures and exhibits appended to it or incorporated by reference and shall include any amendments or addendums to this Agreement.
  • “Confidential Information” shall mean any and all information and data provided or disclosed by ST Digital to You, either in writing or other tangible form. Confidential Information includes, without limiting the generality of the foregoing, information of strategic, technical, operational, financial or business nature also information pertaining to trade secrets, copyrights, know-how, processes, databases, employee details, Platform details, content, images, reports, business statements, any development plans, forecasts, strategies, business plans, financial data, analyses, projections, intellectual property, contracts, proposals, documents, writings, materials, methods, operations, procedures, software, digital tool, financial statements and other business data.
  • “Digital Distribution System” means an online platform owned, developed and hosted by ST Digital that allows users to upload their Sound Recordings, edit their releases, view monthly sales, download statements and use other tools that ST Digital makes available at any time.
  • “Music Catalogue” shall mean all the existing and future Sound Recordings of songs produced and/or acquired by You during the Term, in languages as available with You, whether published or unpublished, in which copyright subsists, including derivatives or variations or portions or embodiments thereof, together with associated meta-data, art-work, inlay, images, promotional and ancillary material, which are owned and/or controlled by You and provided to ST Digital under this Agreement by uploading the same on the Digital Distribution System.
  • “Net Revenue” shall mean the total gross revenues actually received by ST Digital from distribution, exhibition and exploitation of the Sound Recordings on the Platform, if any, less applicable taxes, levies and/or duties.
  • “Platform” shall mean and include the internet based website and applications where the Music Catalogue shall be made available for communication to the public through the Digital Distribution System.
  • “Rights” shall mean as more particularly stated in Clause 2 of this Agreement.
  • “Services” shall mean in relation to Your use of website “www.stdigital.in” and the Digital Distribution System, including distribution of the Sound Recordings to the Platform throughout the Territory and/or any purchases of any additional services as are made available by ST Digital on the website or the Digital Distribution System.
  • “Sound Recordings” shall have the meaning as attributed to them under the Indian Copyright Act, 1957 including all amendments thereto.
  • “Term” shall mean as more particularly stated in Clause 10.1 of this Agreement.
  • “Territory” shall mean Worldwide.
• GRANT OF RIGHTS
  • You hereby grant to ST Digital an exclusive, sub-licensable, royalty free, irrevocable, transferrable right and license in Your Music Catalogue to use, distribute, broadcast, exhibit, exploit and communicate to the public the Music Catalogue exclusively through the Platform, for the Term and throughout the Territory, as per terms and conditions more particularly specified in this Agreement.
  • You hereby license, for the Term and Territory, the below-listed rights to ST Digital, in and to Your Music Catalogue, for exploitation and monetization on the Platforms through the below-listed modes and mediums (without any limitation as to format or device or style or mechanics or process or method). ST Digital shall have an exclusive license for utilisation of the Music Catalogue through the Platforms and You agree that no other party/distributor/content aggregator shall have the rights to utilise and distribute the Music Catalogue through the Platforms:
    • Mobile Telephony Rights – which shall mean and include the right to exploit the Music Catalogue over mobile based platforms and technologies including but not limited to (i) make the Music Catalogue available as part of mobile ‘store’ of full-tracks, including use by way of both streaming and downloads, whether bundled or subscription-based, and whether through apps; (ii) make the Music Catalogue available by way of Mobile streaming over Interactive Voice Response (IVR) or Wireless Application Protocol (WAP);
    • Digital, Internet and OTT Rights – which shall mean and include the right to exploit the Music Catalogue over digital platforms, Over-the-top applications and platforms and devices using any form of internet based technologies including but not limited to (i) use of Music Catalogue as part of non-interactive services and platforms including those providing on-line web-casting/streaming and download services, whether through mobile apps, OTT platforms and/or digital stores; (ii) use of Music Catalogue as part of interactive services and platforms including those providing on-demand online web-casting/streaming and download services, whether through mobile apps, OTT platforms and /or digital stores; (iii) use of Music Catalogue as part of video-hosting sites and apps; (iv) exploit the Music Catalogue on an on demand basis (as commonly understood in the industry);
    • Right to sell, store, display, compile, use, play, reproduce, copy, issue copies, adapt, convert, deliver, create digital files, encode and transcribe, distribute, communicate to the public, exhibit, publicly perform, broadcast, synchronise, transmit and make available the Music Catalogue including the Sound Recordings for distribution through the Platforms;
    • Formatting Rights which shall mean and include the right to edit, mix, over-lap and convert the Music Catalogue for the above purposes. ST Digital shall further have rights to carry out corrections in the metadata wherever required;
    • Right to bundle the Platform(s) with any other platform or services;
    • Right to authorise the Platforms to use, perform and make available Your and the artists/bands and other contributors whose performances are incorporated in the Sound Recordings names, images, likeness, trademarks, service marks or trade names, together with, any other materials related to the Sound Recordings for any advertising, marketing and promotional purposes;
    • ST Digital and its sub-licensees/Platforms may at no additional cost, use any Sound Recording, logos, artwork, images etc. or excerpts thereof provided by You and/or create marketing and promotional materials at its own costs, for advertising, promoting and marketing the Sound Recordings, services provided by ST Digital and the Platform in any and all media now known or hereafter devised. For clarity, ST Digital and/or the Platform may use audio clips of any such excerpts, for promotion and marketing purposes.
  • ST Digital and/or its sub-licensees may market and promote the availability of the Music Catalogue on the Platforms, in any and all mode, media and formats in any manner whatsoever.
  • It is agreed by the Parties that provision of Section 19(4) of the Copyright Act, 1957 read with Section 30A shall have no application to the terms of this Agreement.
• RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT

  ST Digital reserves the right to amend this Agreement at any time without notice. Any amendments made shall be effective from the date they are posted on the website namely “www.stdigital.in” and/or made available on the Digital Distribution System provided by ST Digital. By access or continuing to use the website or Services after any such amendments You agree to be bound by the amended terms and conditions.

• DASHBOARD:
  • ST Digital shall provide You with an online dashboard/Digital Distribution System detailing the use of Music Catalogue by the Platform including for the purpose of distributing the Sound Recordings using the said Digital Distribution System as a delivery platform or other means as notified to You by ST Digital from time to time.
  • You will be provided a login id and password to access our Services and track details of daily sales and streams of the Sound Recordings through certain Platforms (which provide data to ST Digital). The said data is a guide only to sales and streaming and does not form any part of the final monthly accounting. All reports as are made available by the Platform(s) to ST Digital from time to time during the Term of this Agreement, shall be made available on the Digital Distribution System as per ST Digitals internal policies and practises and ST Digital shall at its sole discretion avoid sharing any data/reports containing sensitive personal and financial information. ST Digital shall have a right to suspend Your access to its Services at any times, as per its sole discretion.
  • Notwithstanding what is stated in this Agreement, ST Digital shall not be obligated to share any reports including with respect to revenues generated from the Platform with You, Your representatives and/or any third parties.
  • ST Digital shall have no obligation to account to You for any sales or streaming of the Sound Recordings that are shown to not belong to You or where necessary permissions Recording or Publishing agreements or licenses are not in place. ST Digital may at any time require repayment of any sums paid to You in respect of such sales or shall have the right to set off the same against any of Your future share of Net Revenues.
  • ST Digital shall on best effort basis ensure that the access to the Services will be uninterrupted and that transmissions will be error free, but as with all technology ST Digital does not guarantee the same. Further, the access to ST Digital’s dashboard, may be suspended or restricted for repairs, maintenance or the introduction of new facilities or services.
  • There are certain additional services available on the dashboard provided by ST Digital, that are paid for services. In case You opt for any of the said services including but not limited to services related to withdrawal of any Sound Recording, You shall incur additional costs/expenses with respect to the same, as specified on the Digital Distribution System. Notwithstanding what is stated herein, in case of any failure by You to pay for any such additional services, ST Digital shall be entitled to withhold any payment owned to You or set off the same against Your share of Net Revenues.
  • You agree that:
    • the Digital Distribution System, along with all tools contained therein, is the sole property of ST Digital;
    • all usernames and passwords shall remain confidential and You shall not disclose the same to any other party;
    • You shall not attempt to change, modify, copy or interfere with the programming code or any other software/ tool provided to You by ST Digital;
    • You will not display/show the said Digital Distribution System and the Services provided therein to any competitor of ST Digital.
• OBLIGATIONS OF THE PARTIES
  • You acknowledge and agree that ST Digital is not liable or expected to entertain or respond to queries, complaints, correspondence, request for information, documentation, copies, etc. from any third party and no third party shall have any right to enforce any terms and conditions of this Agreement.
  • ST Digital and the Platform will be entitled, at its sole discretion and without liability, to discontinue, suspend, withdraw any portion of the Music Catalogue including the Sound Recordings to its customers/users due to reasons including but not limited to, objection on type of content and claims (actual or alleged) on ownership of intellectual property rights including copyrights by third parties and You shall have no claim against ST Digital and the Platforms (whether direct or indirect) for loss of publicity, business opportunity, revenues or profits in such an event.
  • You represent and warrant to immediately inform ST Digital in case of any third party claims with respect to the Sound Recordings including but not limited to, infringement of third party intellectual property rights.
  • You shall provide ST Digital with all necessary documents including link documents with respect to the Sound Recordings, within 24 hours of receipt of a request from ST Digital.
  • You agree that ST Digital and the Platforms shall not be obligated to exhibit and exploit the Music Catalogue through the Platforms and shall further have a right to take down/withdraw any Sound Recordings without notice or further consultation with You and the same shall not be considered as a breach of this Agreement.
  • The agreements between ST Digital and the Platforms shall determine the terms on which the Music Catalogue are sold or made available. You acknowledge that the Platforms have the discretion to choose if and to what extent they exploit the Music Catalogue including the Sound Recordings and ST Digital does not guarantee that the Music Catalogue, or any part, will be exploited by the Platforms.
  • If required by ST Digital, You will participate in ST Digital and/or the Platforms marketing and promotional activities including providing any reasonable assistance and support. ST Digital and the Platform may use the Music Catalogue for advertising, promoting and marketing purposes and as part of their efforts to make any announcements, press releases, and promotions or hold competitions that pertain to the Music Catalogue.
  • You shall be solely responsible at Your own cost for complying with all applicable laws and obtaining all necessary clearances and permits to be able to provide the Music Catalogue and grant the Rights to ST Digital pursuant to this Agreement. Upon receipt of any complaints from the Platforms and/or ST Digital, or upon receipt of any directions from any applicable governmental or statutory authority, You will, within the applicable timelines agreed under Clause 5.9 below or as provided in any notification issued by any government or statutory authority, remove any such content from the Music Catalogue including Sound Recording that is so notified to be vulgar, obscene, pornographic, unlawful, misleading, defamatory, libellous, derogatory, threatening, harassing, abusive, violent, hateful or racially or ethnically objectionable, disparaging, relating to encouraging money laundering or gambling or which infringes any right of privacy of any individual. You shall promptly notify ST Digital in writing (emails permitted) of any changes in applicable legislations or regulatory requirements that You become aware of and which may have an impact on Your delivery of, or ST Digital and the Platforms use of, the Music Catalogue. You shall ensure and comply with applicable provisions of the Information Technology Act, 2000, and the rules framed there under.
  • You shall be solely responsible for any customer/user complaints regarding the metadata of the Sound Recordings about which ST Digital notifies You and take necessary steps to amend the same within ten (10) days of receiving such complaints.
  • Notwithstanding anything to the contrary, You shall be solely responsible for the administration and payments of all royalties payable in respect of the Sound Recordings, including without limitation, to authors, owners and performers of any work or performance in the Sound Recordings or works included in the Sound Recordings or performance incorporated in the Sound Recordings, as the case may be.
  • In the case of third-party failures including the Platform, ST Digital shall use reasonable endeavours to assist You, but shall not be held liable for any third party’s failure including but not limited to the Platforms.
  • ST Digital shall not be held responsible for any delay or failure to comply with any of the obligations stated under this Agreement, if the delay or failure arises from any cause which is beyond its reasonable control.
  • You acknowledge that the Platforms have the sole discretion to choose if and to what extent they want to exhibit and exploit the Sound Recordings and ST Digital does not guarantee that the Sound Recordings, or any part thereof, will be exploited by the Platforms.
• DELIVERABLES

  All Sound Recordings/songs incorporated in the Music Catalogue shall be directly uploaded by You on the Digital Distribution System provided by ST Digital in wav/flacc format or any other format as may be required by ST Digital vide digital transfer within thirty (30) days of execution of this Agreement. You warrant to provide Your entire comprehensive collection of Sound Recordings to ST Digital under this Agreement, and will update the library on the Digital Distribution System provided by ST Digital with new/additional Sound Recordings within a maximum of three (3) days of availability of the Sound Recordings.

• CONSIDERATION
  • ST Digital agrees to make available to You on the Digital Distribution System, the statement of account/revenue reports with respect to all revenues generated by ST Digital from exploitation of the Rights granted herein, as and when ST Digital receives the said reports from the Platform(s).
  • In lieu of the Rights granted by You pursuant to this Agreement and subject to Your compliance with the terms and conditions stated herein, ST Digital shall share Net Revenues with You in the following ratio:
    - 70% (Seventy Percent) of the Net Revenue shall be paid by ST Digital to You and balance 30% (Thirty Percent) of the Net Revenue shall be retained by ST Digital, in its own right.
  • Your share of Net Revenue shall be displayed on the Digital Distribution System in USD, however ST Digital shall make payments to You in Indian National Rupees equivalent to USD, at the time of withdrawal. The said share of Net Revenue can be directly withdrawn by You through the Digital Distribution System and transferred to Your account, provided any such withdrawal shall only take place upon Your total share of Net Revenue reaching a maximum of USD 100. You shall be solely liable to pay bank charges, if any with respect to any such transaction.
  • For the avoidance of doubt, in no event is ST Digital making any express or implied warranty or guarantee that the Net Revenues in the Territory shall reach any specific amount.
  • The above mentioned share of Net Revenue or any other payment made by ST Digital shall be subject to applicable statutory deductions, Platform Charges, Marketing and Promotional charges and other expenses as incurred ST Digital for Distribution and exploitation of the sound recording.
  • You acknowledge and agree that, ST Digital shall have the right to suspend Your payments towards revenue share and income for a reasonable period (up to a maximum of 36 months and up to an amount commensurate with any losses, damages or costs which may be incurred by reason of any breach of these terms and conditions) if at any time You are in breach of any clause of this Agreement.
• REPRESENTATION AND WARRANTIES

  You hereby undertake, represent and warrant to ST Digital that:

  • You have all requisite power and authority to execute, deliver and perform Your obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so;
  • the execution and performance of this Agreement, grant of rights herein does not and will not violate any provision of any existing agreement, law, regulation or order, intellectual property or related rights of any third party or ST Digital or give rise to any claim in respect thereof;
  • You are the sole, exclusive, unencumbered and absolute copyright holder of the Music Catalogue for the Term and Territory and owner of all rights, title and interest comprised in the Music Catalogue including the Sound Recordings and You have full authority and right to grant the license to ST Digital under this Agreement;
  • the Sound Recordings and other associated materials provided by You are original and do not infringe the intellectual property rights including copyright of any third party;
  • You shall be responsible for procuring all the necessary Intellectual Property Rights, licenses in the Sound Recordings and its underlying works and for any and all royalty payments to third party for the Sound Recordings and You shall promptly provide necessary documents proving the legality if necessary and if required by ST Digital. You agree to indemnify and hold harmless ST Digital, the Platform and its customers/users from and against any claims/legal issues that may arise pertaining to the Intellectual Property Rights or royalty payments with respect to the Sound Recordings provided by You;
  • there is no claim, right, adverse interest or encumbrance of any kind whatsoever on the Music Catalogue presently and further You shall not encumber the Music Catalogue for any purpose whatsoever during the Term of this Agreement;
  • ST Digital’s use and exploitation of the Music Catalogue does not infringe the copyright or any other intellectual property rights of any third party, or defame any person or entity, or violate any law, including but not limited to trademark, privacy laws, right of publicity or breach terms of any other agreement or license. You shall be responsible for all copyright/title ownership and shall ensure that all rights regarding the Music Catalogue provided to ST Digital are unencumbered and free of lien. No third party has or may have, any right to claim any amount in respect of the Music Catalogue or any part thereof from ST Digital;
  • if any dispute arises related to the Music Catalogue, then it shall be Your sole responsibility to solve and/or settle such matters with respective third parties and keep ST Digital and the Platform indemnified from and against, any and all claims arising with respect to the Music Catalogue as well as intellectual property, title and ownership related disputes from time to time;
  • You shall not engage in any activity to artificially manipulate the number of streams with respect to the Sound Recordings (such as through excessive looping or repeated plays);
  • You shall not publish or use any advertising, sales promotion or publicity material relating to ST Digital and/or the Platforms, without the prior written approval of ST Digital;
  • You shall comply with all the rules, regulations, statutes, notifications, orders and directions issued by any government, quasi-government authorities and any other concerned authorities in the Territory. ST Digital shall not be liable/ responsible for any breach and/or violation thereof or otherwise; it shall be Your sole liability/ responsibility;
  • there are no and there shall not be any, pending or threatened claims, proceedings, disputes, litigations, or restrictions of any kind in respect of the Music Catalogue or any parts thereof including the Sound Recordings, or any Intellectual Property used in any of the Music Catalogue, which might conflict or interfere with, limit, derogate from, be inconsistent with, or otherwise affect any of the provisions of this Agreement, any of the representations made by You, or the exploitation of any of the Rights in the Music Catalogue granted to ST Digital hereunder;
  • the Music Catalogue shall not be unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing hateful racially or ethnically offensive, or encourages any conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or is otherwise inappropriate;
  • ST Digital shall have rights to edit/modify/alter the Music Catalogue in order to make it suitable to be published on the Platform;
  • each of the Sound Recordings, and all underlying materials relating to the Music Catalogue, is and shall be free and clear of any encumbrances, interest, charge or claim in favour of any third person including any claim by any union or guild, and ST Digital and the Platforms shall be able to exploit the Rights in the Music Catalogue during the Term in the Territory without any hindrance whatsoever;
  • You shall be solely responsible for the legality, reliability, integrity, accuracy and quality of all data, including metadata and any publishing and performer metadata provided to ST Digital;
  • the Music Catalogue including the Sound Recordings shall not contain any viruses or other programming routines that would detrimentally interfere with the computer systems or data;
  • You shall execute, any documents that ST Digital may require to fully enforce and exploit the Rights granted under this Agreement with respect to the Music Catalogue.
• INTELLECTUAL PROPERTY RIGHTS

  As agreed between us, ST Digital has been granted the license to exploit the Music Catalogue exclusively through the Platforms, as per the terms and conditions stated in this Agreement and all right, title, interest and benefit in the Intellectual Property Rights (IPR) in and to the Music Catalogue, including but not limited to the trademarks, trade names, logos or the titles, shall continue to vest with You and/or Your assignees, as the case may be.

• TERM & TERMINATION
  • Term:The Agreement shall be valid for a period of one (1) year commencing from the Effective Date (“Initial Term”) and shall be automatically renewed for additional successive period of one (1) year each (“Extended Term”), unless terminated earlier as per terms stated herein. The Initial Term and the Extended Term shall be hereinafter collectively referred to as the “Term”.
  • Termination
    • This Agreement may be immediately terminated by ST Digital by giving a written notice:-
      • In the event You breach any of the provisions of this Agreement including the representation, warranties, terms and conditions, ST Digital shall send You a notice setting forth the breach. If You fail to cure the said breach within fifteen (15) days of receipt of the notice from ST Digital, then ST Digital shall have the right to terminate this Agreement without any further obligations and further reserve the right to seek appropriate damages against You.
      • If You fail to cooperate and takedown any Sound Recordings distributed by any third party on the Platforms within a maximum of 24 hours from receipt of an intimation from ST Digital;
      • In the event of insolvency; or if You enter into an arrangement or composition with Your creditor(s); or if a receiver is appointed for Your property; or if a resolution is passed to wind-up Your business;
      • If the situation of Force Majeure lasts for a continuous period of more than sixty (60) days.
    • ST Digital may at any time terminate this Agreement for convenience, by providing You a prior written notice of thirty (30) days.
    • You may terminate this Agreement for convenience, at any time by giving a prior written notice of ninety (90) days to ST Digital. The notice with respect to any such termination shall be sent by You vide an email to support@stdigital.in.
  • Consequences of Termination
    • Upon termination of this Agreement as per terms stated in Clause 10.2.1 (iv) Clause 10.2.2 and 10.2.3, You shall be entitled to retain Your share of Net Revenue received till the date of any such termination.
    • Upon termination of this Agreement by ST Digital as per terms stated in Clause 10.2.1 (i), (ii) and (iii), You shall promptly refund to ST Digital two times of the share of Net Revenue received by You from ST Digital, till the date of any such termination. In case of any delay in making payments, ST Digital shall be entitled to charge interest to be calculated at the rate of 18% per annum.
    • Upon the expiry or earlier termination of this Agreement, You shall return or destroy the materials provided by ST Digital within a maximum of ten (10) days from the date of termination/expiry, as it may be directed by ST Digital and deliver to ST Digital forthwith a statutory declaration/certificate of destruction and/or return of the materials in relation to the Confidential Information.
    • As agreed between the Parties, on termination or expiry of this Agreement, ST Digital shall instruct the Platforms (where applicable) to remove the Music Catalogue including the Sound Recordings from their Platform and cease all exploitation, use and distribution of the same, but ST Digital shall not be held liable and responsible for any further exploitation by the Platforms.
    • If for any reason ST Digital is obliged to issue a takedown notice to any Platform, You agree and confirm that ST Digital shall not be responsible, once that notice is issued, for any delay in the process of takedown by any Platform, since that is outside the control of ST Digital.
• INDEMNITY

  You shall at all times indemnify, defend and hold harmless ST Digital and its sub-licensees/Platforms, together with their partners, directors, other members, representatives, agents, employees and officers (“Indemnified Party”), from and against, any and all demands, claims, losses, damages, liabilities, costs, charges, expenses and suits, including but not limited to, those arising as a result of any exercise of rights by ST Digital or its sub-licensees/Platforms, in pursuance to this Agreement or breach by You of any representation, warranty, obligations, terms and conditions of this Agreement. Further, You hereby agree to withdraw at Your own costs and expenses any and all complaints, petitions, suits, notices, claims and cases initiated against ST Digital and/or its sub-licensees/Platforms due to use, distribution and exploitation of the Music Catalogue while ST Digital shall also be entitled to directly participate in such proceedings, if it so desires. You shall and will do and/or cause to execute and make all such acts, deeds, powers of attorney, license and assurances, in writing or otherwise, for further perfecting the title of ST Digital to the rights granted under this Agreement for the better exploitation, monetization and enforcement of the Music Catalogue, as ST Digital may from time to time reasonably require.

• LIMITATION OF LIABILITY

  Notwithstanding what is stated in this Agreement, under any circumstances, ST Digital shall not be liable to You for any special, consequential, indirect, incidental or punitive damages of any kind or character, including but not limited, to loss of profits or revenues, loss of product, loss of use, cost of capital and the like, arising out of or related to any performance under this Agreement. The maximum cumulative liability of ST Digital under this Agreement shall be limited to fifty percent of the share of Net Revenue paid by ST Digital to You under this Agreement.

• CONFIDENTIALITY AND NON-DISCLOSURE

  During the Term of this Agreement and thereafter, You agree that, (i) You shall keep secure and treat all Confidential Information provided by ST Digital strictly confidential, and shall not disclose any Confidential Information to any third person, other than to Your employees strictly on “need to know” basis, provided that such employee is bound by confidentiality obligations that are as restrictive as the terms contained herein, (ii) You shall not reproduce, publish, reverse engineer, decompile, or disassemble any Confidential Information in any form and manner; (iii) You shall protect the Confidential Information of ST Digital from misappropriation and unauthorized use or disclosure; and (iii) You shall promptly notify ST Digital of any actual or threatened breach of the terms stated herein. However, You may disclose Confidential Information in accordance with a judicial or other governmental order provided that You shall provide ST Digital reasonable written notice prior to such disclosure to enable ST Digital to seek a protective order or other appropriate remedy against such disclosure. You agree to take all reasonable measures to maintain confidentiality of all Confidential Information that comes in Your possession or control as a result of the arrangement contemplated under this Agreement, which in no event shall be less than the measures You use to maintain the confidentiality of Your own information of similar importance.

• MISCELLANEOUS
  • Force Majeure

    Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to a cause beyond its reasonable control (e.g. strikes, Acts of God, war, civil disturbance, requisitioning, governmental or parliamentary restrictions, fire or accident, floods, epidemic, pandemic, riots, etc)(“Force Majeure”). The Party affected by any such Force Majeure event shall immediately notify the other Party about the occurrence of any such event and its inability to perform the obligations. As agreed between the Parties, if ST Digital is prevented from exercising the Rights granted herein due to any Force Majeure event, the Term of this Agreement shall stand automatically extended for the co-extensive period when the Rights could not be exploited.

  • Entire Agreement

    The Parties agree that this Agreement supersedes all prior agreements, deeds, documents and understandings executed and subsisting between the Parties relating to the subject matter hereof, whether written or oral, pertaining to the subject matter of this Agreement.

  • Notice

    Any notice to be served by either Party to the other shall be in writing and shall be delivered vide email at the email id’s provided by either Party on the Digital Distribution System.

  • Waiver

    No failure to exercise and no delay in exercising on the part of ST Digital of any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege.

  • Severability

    If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, then such term, provision or covenant will be construed in a manner as to permit its enforceability under the applicable law to the fullest extent permitted by law. In any case, the remaining provisions of this Agreement or the application thereof to any person or circumstances, other than those to which they have been held invalid or unenforceable, will remain in full force and effect.

  • Relationship between the Parties

    This Agreement is entered into between the Parties on a principal to principal basis and nothing in this Agreement shall constitute or be deemed to constitute a partnership or agency between any of the Parties hereto and none of them shall have any authority to bind the other in any way. Any act by a Party in contravention to this clause shall be considered as null and void.

  • Enforcement of Rights

    You recognize and agree that ST Digital shall be entitled to independently enforce the Rights granted under this Agreement and take all steps as may be necessary for the purpose of protecting and safeguarding the Rights granted herein from infringement in any manner whatsoever, including the filing or defending of any litigation or proceeding before a Court or tribunal or police, giving undertakings, settling or withdrawing any actions instituted for this purpose either by or against ST Digital and/or the Platform and generally to take all steps as ST Digital may deem fit for the purpose of giving substantial and complete effect to these Rights, in its own capacity. You recognize and grant to ST Digital the sole right to send notices and to initiate or defend legal proceedings for infringement, copyright disputes, money recovery, etc. in its own name, without naming You as a party to the litigation or proceedings, for infringements occurring during the Term of this Agreement.

  • Cumulative Rights/Remedies

    Except as otherwise specified in this Agreement, all rights and remedies of ST Digital under this Agreement are cumulative, and are in addition to rights and remedies available under law.

  • Non-Exclusive

    As agreed between the Parties, nothing in this Agreement shall restrict ST Digital for entering into similar agreements with any third party.

  • Assignment

    You may not assign or transfer any or all of Your rights and/or obligations under this Agreement to any other party. ST Digital shall be entitled to sub-contract, assign or transfer any or all of its rights and/or obligations under this Agreement to any third party.

  • Survival

    All provisions of this Agreement which by their very nature are intended to survive the expiry or early termination of this Agreement, including Representations and Warranties, Indemnity, Confidentiality and Governing Law & Jurisdiction, shall survive the expiry or early termination of this Agreement.

  • Governing Law & Jurisdiction

    This Agreement shall be subject to the laws of India and the Parties mutually agree that any dispute or differences arising under this Agreement shall be subject to the exclusive jurisdiction of the courts in Delhi.