Offer Terms and Conditions for Disney+ Hotstar Promotion Offer

1. Offer for New Advertisers (“Offer A”):
   1. This Offer A entitles New Advertisers to Bonus Ad Impressions on an Eligible Campaign on the Site.
   2. Offer A is valid for 1 (one) Eligible Campaign booked by a New Advertiser on the Site.
   3. A New Advertiser shall mean a user which meets the following conditions: (i) user is not an agency and the Campaign is directly for the user’s goods and services; (ii) user has registered on the Site and created the Business Account as an ‘advertiser’; (iii) user has complied with the Terms of Service available at [-] and added Ad Credits in its Business Account corresponding to the Campaign Budget in accordance with the Terms for an Eligible Campaign; and (iv) user has not previously booked any Campaign on the Platform through the Site directly or indirectly through an agency.
   4. An Eligible Campaign shall mean the first Campaign booked by a New Advertiser which meets the following conditions:
      • The Campaign should be the first Campaign booked by the Advertiser on the Site for ACC Asia Cup 2023 or ICC Men’s Cricket World Cup, 2023;; (ii) the Ad Credit pursuant to the Campaign Budget has been added in the Advertiser’s Business Account for payment of the Advertising Fee for the Campaign and no disputes are raised thereof; (iii) the Campaign should be for mobile inventory. For the sake of clarity, in the event an Eligible Campaign consists of mobile inventory and CTV inventory, this Offer A shall only be applicable to the extent of the mobile inventory.
   5. Upon a Campaign qualifying as an Eligible Campaign, as determined by us in our sole discretion, we will apply this Offer A and show the Bonus Ad Impressions which the New Advertiser is eligible for at the time of creation of Campaign.
   6. In the event any Eligible Campaign created does not pass the qualitative checks by Novi and is rejected, this Offer A shall be applied to the subsequent Eligible Campaign created by the New Advertiser on the Site, For the sake of clarity, this Offer A shall solely by applied to the first Eligible Campaign approved by Novi.-
   7. The Offer A entitles the New Advertiser for Bonus Ad Impressions on mobile inventory on the Platform. “Bonus Ad Impressions” shall mean additional Ad Impressions of a value as per the below slabs based on the Campaign Budget for the Campaign:

8. The Bonus Ad Impressions shall be: (i) computed at the same rates as the Ad Impressions for the Eligible Campaign; (ii) delivered during the course of the period of the Eligible Campaign; (iii) delivered on the same Advertising Creative as approved for the Eligible Campaign; (iv) delivered to the same target audience/user as notified as part of the Campaign Details for the Eligible Campaign; and (v) delivered on the same event/property as the Eligible Campaign; (vi) delivered solely on mobile inventory.

Example: Where (i) the Campaign Budget for an Eligible Campaign for Non-India (League Match) is Rs. 1,00,000/-, the New Advertiser shall be eligible for Bonus Ad Impressions of an amount equivalent to of Rs. 63,000/- (i.e. 63% of Rs 1,00,000/0)

9. For the sake of clarity, the Bonus Ad Impressions shall be provided only for the Eligible Campaign and cannot be split across different Campaigns of the New Advertiser.
10. The Eligible Campaign and delivery of the Ad Impressions shall be executed solely through the Site. Novi shall not be responsible for, nor incur any liability for any delay/failure to execute the Bonus Ad Impressions in case of a delay/failure on the part of the New Advertiser to comply, to Novi’s satisfaction, with the requirements set out herein and in the Terms.
11. In the event an Eligible Campaign is cancelled/paused, then the New Advertiser shall not be entitled to the Bonus Ad Impressions, nor any refund of the Advertising Fee paid by the New Advertiser.
12. Bonus Ad Impressions shall be delivered on a best effort basis.
13. The tracking of the progress for the Eligible Campaign shall be as per the Terms. The Report for the Eligible Campaign shall contain details of the Bonus Ad Impressions delivered.
14. A New Advertiser is eligible for one-time Bonus Ad Impressions basis the Eligible Campaign.
15. The Bonus Ad Impressions are non-transferable, non-refundable, non-negotiable and cannot be encashed.
16. The Advertising Fee for the Campaign shall be inclusive of price for Bonus Ad Impressions, if any.
17. A consolidated invoice will be issued for the Advertising Fee which will include value of Bonus Ad Impressions, if any.

1. Offer for Eligible Agencies (“Offer B”):
   1. This offer B is valid till the last match of the ICC Men’s World Cup 2023] (“Term”)
   2. Eligible Agency shall be entitled to Incentive (as defined below) under this Offer B on the basis of the number of Advertisers for which the Eligible Agency has booked Campaigns on the Site and paid Advertising Fee of atleast INR 5,00,000/- per Campaign .
   3. An Eligible Agency shall mean a user which meets the following conditions: (i) user is not an advertiser (ii) user has registered on the Site and created the Business Account as an ‘Agency’; (iii) user has complied with the Terms of Service available at [-] and paid Advertising Fee of atleast INR 5,00,000/- (Indian Rupees Five Lakhs only) for at minimum one (1) Campaign on the Site.
   4. At the end of the Term, each Eligible Agency shall be entitled to a sum of INR 50,000/- (“Incentive”) plus applicable taxes for every unique Advertiser for which the Eligible Agency has booked Campaign(s) and paid Advertising Fee of atleast INR 5,00,000/- per Campaign on the Site during the Term. The number of unique Advertisers for which the Eligible Agency has booked Campaign(s) worth INR 5,00,000/- shall be provided in the dashboard of the Eligible Agency’s Business Account and the total Incentive payable to the Eligible Agency shall be communicated to the Eligible Agency at the end of the Term. Novi’s decision shall be final and binding on all matters relating to the Incentive amount payable. Basis the total Incentive payable as communicated by Novi to the Eligible Agency, the Eligible Agency shall be entitled to raise an invoice.
   5. Any government Advertisers (which inter-alia includes the government or public international organization including any department or agency thereof, PSUs, state owned enterprises, or other entity that is owned or controlled by a government) and political parties /candidates Advertisers shall not be counted towards the Incentive.
   6. All payments of Incentive by Novi shall be subject to receipt of accurate and valid tax invoices by Novi (along with all valid and correct supporting documentations or other documentations as required by Novi in writing), and receipt and actualisation of Advertising Fee by Novi.  All Incentive shall be payable exclusive of applicable taxes.  Subject to receipt of valid tax invoice and other documents as required by Novi, Novi shall make payment of the Incentive within forty (45) calendar days of receipt of all required documents including accurate physical and/or digitally signed invoices from the Eligible Agency.
   7. Taxes: (i) The total amount payable to the Eligible Agency in respect of each invoice will include GST and be subject to TDS; (ii) All fees or charges payable by Novi under these Terms shall be exclusive of GST (unless the Eligible Agency has opted for the composition scheme in which case the fees or charges will be inclusive of GST). For the purposes of this Amendment, GST shall include the Central Goods and Services Tax (‘CGST’), the State Goods and Services Tax (‘SGST’) / Union Territories Goods and Service Tax (‘UTGST’) and/or the Integrated Goods and Services Tax (‘IGST’) as may be applicable. (iii) In due compliance of its obligations, Eligible Agency shall remit the GST so charged (if any) from Novi, subject to a valid invoice / debit note (compliant with e-invoicing provisions, if applicable to the Eligible Agency), to the appropriate government authority and file GST returns as prescribed, within the statutory timelines, mentioning all appropriate and relevant information on the GSTN platform, which enables Novi to claim timely credit (i.e., in its GST return for the month in which the invoice / debit note is raised on Novi of GST in the appropriate GST registration. In the event the credit of GST is not granted or denied to Novi under its appropriate GST registration under applicable laws due to any reason, including but not limited to non-payment of taxes charged to Novi or on account of any non-compliance (including but not limited to non-filing of information, failing to issue/ report an e-invoice as required by law, non-filing of returns, non-payment of appropriate GST to appropriate government)/incorrect/ non- submission of information on the GSTN platform), then Novi will inform Eligible Agency about such disallowance of GST credit to Novi due to Eligible Agency’ default. the Eligible Agency shall rectify the said non-compliances/errors to ensure that Novi gets the credit in the subsequent month. In the event, the non-compliance/ error within reasonable time period is not rectified by the Eligible Agency as above, then Novi shall have the right to set off such shortfall against the subsequent payments of the fees or charges to the Eligible  Agency or recover the amount of GST charged to it along with the interest, penalty and/or any other cost from the Eligible Agency and inform  the Eligible Agency in advance about such set off. Any compliance by the Eligible Agency after the abovementioned dates which may make GST credit available on the portal for Novi will neither bind Novi nor absolve the Eligible Agency from recovery of GST. If the Eligible Agency is blacklisted or its compliance rating falls below the prescribed limit, tax charged by the Eligible  Agency in the invoice would be paid by the Novi only after the credit is reflected on GSTN platform. This sub-clause will be subject to the payment terms mentioned under these Terms. (iv) Any fees or charge to be paid by Novi shall be subject to deductions as prescribed under applicable laws in relation to GST. (v) If at any time during the course of the Term, the Eligible Agency registers itself as a “Casual Taxable Person” for the purpose of GST pursuant to its performance under these Terms, then all invoices will be raised by the Eligible Agency while it is validly registered as a “Casual Taxable Person”. (vi) If any advance payment are to be made by Novi, such advance payment will be made on the condition that the Eligible Agency issues an advance receipt voucher quoting the GSTIN of Novi and any other details as required by applicable laws within 3 (three) days of receipt of such advance payment. Novi shall communicate and intimate to Eligible Agency, the details of invoices against which adjustment of advances paid by Novi should be made. (vii) If Novi has already paid the fee or charges and there is a decrease in such fee or charges, then Eligible Agency will issue to Novi a credit note for the differential amount. The credit note should be issued in accordance with applicable laws. (viii) If there is an increase in fee or charges due to provision of additional services, then the Eligible Agency will issue to Novi a debit note for the differential amount. The debit note should be issued in accordance with applicable laws. (ix) All invoices, credit notes and debit notes issued by the Eligible Agency must set out the various taxes that are charged including but not limited to the GST. All invoices, debit notes and credit notes must be issued in accordance with the applicable laws and should be sent to Novi within 7(seven) days of its issue. If any invoice or debit note does not set out the taxes that are payable with respect to such invoice or debit note, then Novi will not be required to pay any such taxes and such taxes will be borne by the Eligible Agency. (x) The Eligible Agency shall nominate a person who will be single point of contact for Novi for all communication regarding any discrepancy on GSTN reporting by Eligible Agency. (xi) If any tax proceedings are initiated against either Party, in relation to the transaction contemplated under the Terms, the other Party shall fully co-operate by furnishing all information as available on timely basis as may be required by such Party, including but not limited to confirmation of booking/accrual of expense. (xii)As and when there is any change in the GST rules, acts, regulations on input credit the Parties shall discuss the provisions relating to the same and may enter into a further amendment, if required, to address each other’s concerns in relation to such compliance. (xiii) All incentive payments to the Agency shall be subject to deduction of TDS as per applicable laws. Novi after deducting and depositing such TDS with the Govt. will furnish a Withholding Tax Certificate to the Agency for the amount such tax deducted as per the prescribed timeliness under the applicable laws. If the Agency furnishes a Lower/Nil TDS deduction certificate, Novi shall deduct TDS at such lower rate or Nil rate as prescribed in the certificate subject to the Agency furnishing the Lower/Nil TDS deduction certificate to Novis prior to processing the respective invoices.

1. General Terms and Conditions
2. Offer A and Offer B shall be collectively referred to as “Offer”
3. The Offer/ Offer benefits are non-transferable, non-negotiable.
4. Incomplete / rejected / invalid / returned /disputed/ unauthorized/fraudulent transactions relating to a Campaign will not be considered for the Offer.
5. For any queries regarding the Offer or to set up the Offer, you can write to us at Adsmanager.support@hotstar.com and our team will get in touch with you to help.
6. Any dispute relating to the Offer or these terms and conditions shall be subject to the jurisdiction of the courts of Mumbai only.
7. Novi reserves the right to disqualify the New Advertiser or Eligible Agency from the benefits of the Offer , at our sole discretion, including if any fraudulent activity is identified as being carried out by the New Advertiser or Eligible Agency for the purpose of availing the benefits under the Offer.
8. Any taxes, duties, levies or liabilities or charges payable to the government or any other authority or body, if any, shall be borne directly by the New Advertiser/Eligible Agency and Novi will not be liable in any manner whatsoever for any such taxes, duties, levies or other statutory dues.
9. Novi reserves the absolute right at any time to add, alter, withdraw, modify or change or vary any or all the terms and conditions of the Offer at its discretion and the same shall be binding on the New Advertiser/Eligible Agency at all times. Novi also reserves the right to discontinue the Offer without assigning any reasons or without any prior intimation whatsoever to the New Advertiser/Eligible Agency.
10. The Offer shall be subject to force majeure events and on occurrence of such event, the Offer may be withdrawn at the discretion of Novi.
11. Novi shall not be liable for any loss or damage arising due to a force majeure event.
12. Novi shall not be liable to for any indirect, punitive, special, incidental or consequential damages arising out of or in connection with the Offer.
13. Nothing expressed or implied in the Offer shall in any way waive or amend any of the applicable Terms.
14. This Offer is subject to applicable law and regulations and the said Offer would be modified / discontinued based on the prevailing law /regulation at any point of time and Novi shall not be under any liability or obligation or continue implementation of the said Offer till such time the terms are modified as per the prevailing/ amended law at that point of time. In the event, that the Offer cannot be continued without total compliance of the prevailing law at any point of time, this Offer shall be deemed to be terminated forthwith from the date when the amended law restricting / prohibiting the Offer comes into force.
15. This Offer shall be subject to all applicable laws, rules and regulations which are in existence and which may be promulgated anytime by any statutory authority.
16. By availing this Offer, it would be deemed that the New Advertiser/Eligible Agency has given consent to contact the New Advertiser/Eligible Agency through call, SMS or email on the details provided by them for the purpose of this Offer.
17. This Offer is valid only in India.
18. New Advertiser/Eligible Agency is not bound in any way to participate in this Offer. Any participation is voluntary and the Offer is being made purely on a best effort basis.
19. Novi shall not be responsible for any loss, injury or any other liability arising due to participation by any person in this Offer.
20. New Advertiser and Eligible Agency hereby agrees to indemnify and keep Novi harmless against all damages, liabilities, costs, expenses, claims, suits and proceedings (including reasonable attorney’s fee) that may be suffered by Novi as a consequence of (i) violation of terms of this terms and conditions by New Advertiser or Eligible Agency (as the case may be); (ii) violation of applicable laws; (iii) any action or inaction resulting in willful misconduct or negligence, on the part of the New Advertiser or Eligible Agency (as the case may be).
21. All the capitalized terms used in these terms and conditions, unless defined herein, shall have the same meaning as ascribed to them in the Terms of Service available at [-].
22. The Eligible Campaign and Ad Impressions pursuant to the Eligible Campaign shall be governed by and executed in accordance with the Terms. The Bonus Ad Impressions, shall also be governed and by executed in accordance with the Terms, except to the extent modified or otherwise changed by these terms and conditions.