Terms for Branded Content Services

All capitalised terms in this document but not defined here shall have the meanings ascribed to them in the Advertising Service Terms and Conditions, available here.

1  As a part of the Branded Content Services, SIPL shall produce audio-visual content described in the Ad Sales Proposal ( “Branded Content” ). Unless otherwise agreed under the Ad Sales Proposal, the Client agrees that SIPL shall have complete creative control in respect of the development of any Branded Content, and Client shall not unreasonably withhold any approvals necessary for the development and creation of the Branded Content. The Client shall comply with any reasonable requests or requirements of SIPL to enable SIPL to provide the Branded Content under in a timely manner. In the event the Client withholds any approvals or consents required by SIPL that prevent or otherwise restrict SIPL from providing the Branded Content Services, SIPL shall have the right to immediately terminate these Terms. In such instance, the Client shall be liable to pay SIPL costs incurred, committed or accrued in connection with such Branded Content Services until the date of termination.

2  The Client authorises SIPL to appoint third parties to create or otherwise assist with the development and production of the Branded Content.

3  The parties agree that if SIPL is restricted from providing Branded Content Services due to reasons beyond its reasonable control (for example: due to a change in Applicable Laws), SIPL shall, in good faith, attempt to provide alternative solutions, but if it is unable to provide practical workaround solutions within 15 days, (i) SIPL shall have the right to immediately terminate these Terms, and (ii) the Client shall be liable to pay SIPL all production costs it has incurred, committed or accrued with the Branded Content Services, but in such instance, it shall not be liable to pay any advertising sales fees identified in the Ad Sales Proposal (and if such advertising sales fees have been paid, SIPL shall refund such amounts to the Client).

4 Intellectual Property Rights:

(a)  Where SIPL has created, developed, conceptualised, or otherwise given shape to the Branded Content, and unless otherwise agreed upon between the parties, SIPL shall own all rights, title, and interest in and to audio and video content components of the Branded Content from the moment of its creation , for all modes and mediums whether now known or invented in future in perpetuity.. For the avoidance of doubt, nothing in this Clause 4(a) shall be deemed to be a transfer or assignment of any rights, titles, and interests in and to the underlying format, concept, or intellectual property of the Branded Content (except in the event such underlying format, concept, or intellectual property has been provided to SIPL by the Client) or any pre-existing intellectual property owned by or otherwise licensed to SIPL.

(b)  If a license in the Branded Content in favour of the Client has been specifically agreed under the Ad Sales Proposal in writing, based on the consideration of the Advertising Fees, SIPL hereby grants to Client an exclusive, sub-licensable, limited licence for periods specified in respective Ad Proposals to exploit, use, reproduce, copy, exhibit, make available, broadcast, communicate to the public, promote, dub, subtitle, and/or otherwise exploit the Branded Content or part thereof only on the Agreed Platforms (as defined below).. “Agreed Platforms” shall mean: (i) Client’s social media handles and channels including on YouTube, Instagram, Facebook channels/pages etc.; and (ii) other OTT and digital platforms other than OTT and digital platforms that compete with SIPL and/or its affiliates, including without limitation Colours / Zee TV / Sony TV / ZOOM, Zee5 / Sony Liv /Voot/MX Player /Tik Tok

(c)  For the avoidance of doubt, nothing shall restrict SIPL from using or otherwise exploiting any concepts, idea, or deliverables in any form that are not accepted by the Client.

(d)  The parties agree that Section 19(4) read with Section 30(A) of the Copyright Act, 1957 (as amended from time to time) shall not apply any rights granted under this Clause 4.

(e)  SIPL shall not incur any liability, whether under these Terms or Applicable Laws, or in equity, for the Branded Content where SIPL, has relied in any manner on any material provided by the Client to SIPL in order to create and develop such Branded Content. In addition, the Client hereby represents and warrants that it has the necessary rights, permissions, and consents to provide such materials to SIPL, and that such materials shall not infringe any third party rights.