Terms and Conditions

Master Services Agreement

This Master Services Agreement (“Agreement”) governs the rights granted to Customer (as identified in applicable Service Order) hereunder for use of the Services provided by Company (defined below).

    1. “Affiliate” means any entity that directly or indirectly controls, is Controlled by, or is under common Control with a Party. “Control” means to own or control, directly or indirectly, over 50% of voting shares.
    2. “Agreement” means: (i) these terms and conditions, (ii) mutually-executed Service Order; and (iii) any other document that is expressly incorporated by reference.
    3. “Company” shall mean YuppTV USA Inc.
    4. “Company Software” means software utilized by Company in order to provide the Services to Customer, more particularly described in the applicable Service Order. The Company Software does not include any third party vendor items required in order to provide the Services.
    5. “Customer” shall mean the entity identified in the applicable Service Order and accessing the Services in accordance with this Agreement and applicable Service Order.
    6. “Customer Content” means shall mean the audio-visual content delivered by the Customer to the Company for the purposes of availing the Services hereunder.
    7. “Confidential Information” shall include, without limitation, information in whatever form, whether marked confidential or not, received by the receiving Party in the course of providing or availing the Services and includes all non-public, proprietary, financial, technological, business related information and any such information which the disclosing Party marks as confidential or which the receiving Party reasonably believes to be confidential.
    8. “Intellectual Property” shall mean and includes all intellectual property, in any part of the world, whether registered or not registered, in particular: (a) all trademarks, service marks, trade names, logos; patents, design rights; trade secrets, including, know-how, technology, formulae, industrial, scientific and commercial information, techniques and inventions; processes, manuals, documentation, and scientific and technical data and information; copyrights, works of authorship, and topography rights, data base rights; computer hardware and software including computer programs and any other information in relation to the above; (b) technical know-how and information, business and market information, in relation to product and process development validation, integrated business support services, operational support services, end user services, training and support service, marketing and other allied services; (c) all rights under licenses in respect of all of the above specified at (a) herein; (d) any applications or registrations for the protection of all of the rights specified at (a); and (e) all renewals and extensions thereof and “Intellectual Property Rights” means the rights vesting in Intellectual Property.
    9. “Party” means either Company or Customer individually. “Parties” means Company and Customer collectively.
    10. “Platform” means any combination of hardware and/or software capable of executing the Company Software.
    11. “Services” means the services as selected by the Customer and to be provided by the Company in the Territory for the Term, as more particularly contained in the Service Order.
    12. “Website” shall mean https://www.videograph.ai/ and any other website where the terms of this Agreement are posted, including all corresponding domains, subdomains, web pages and websites associated therewith. Note: Defined terms used herein but not specifically defined shall have the meaning ascribed to them under the applicable Service Order.
    1. Subject to the terms hereof, during the Term, Company will provide to Customer, Services as described in a fully-executed Service Order and in accordance with the Service Level Agreement (SLA), but excluding any Third Party Integrations (defined below). Upon execution, Service Order will be incorporated into and governed by this Agreement. Company will provide Customer with reasonable technical support regarding the Services in accordance with Company’s standard practice. Customer hereby (i) provides the Company with access to Customer Content to perform the Services and (ii) grants Company all rights, permissions, and consents necessary for Company to provide the Services, including distribution of Customer Content to third party recipients authorised by the Customer. The Company may from time to time provide Customer with a more detailed description of the Services through documentation and additional resources made available to Customer on the Website.
    2. Upon Customer’s request, Company will on best-efforts basis, integrate or otherwise enable for Customer’s use with the Services certain software, products, or services that are licensed to or otherwise procured by Customer from third parties (“Third Party Integrations”). Customer shall obtain all rights necessary for the use of Third Party Integrations, and is responsible for all liability and other obligations relating to the use thereof. Before enabling Customer’s use of Third Party Integrations with the Services, Company may require evidence that Customer has obtained such rights. Third Party Integrations shall not constitute “Services” provided by Company and are enabled solely as a courtesy to Customer. COMPANY MAKES NO WARRANTIES REGARDING THE USE OR INTEROPERABILITY OF THIRD PARTY INTEGRATIONS WITH THE SERVICES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE USE THEREOF.
    3. Some portions of the Services may be subject to an open-source copyright license agreement, and use of the same will also be governed by and subject to the terms of open-source license agreement.
    4. Customer shall create an account with the Company on the platform made accessible by the Company (“Customer Account”) to the Services and any other functionality or feature that may be introduced. Customer shall not use any other user’s account without permission of such other user. Customer is solely liable for the activity that occurs on Customer Account, including the acts or omissions of each user accessing and using Customer Account whether or not such user is authorized to access the Customer Account by the Customer. The Customer shall safeguard Customer Account with appropriate password. Customer shall: (i) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security and provide support as required by Company and use reasonable efforts to stop any such unauthorized use, and (ii) not provide false identity information to gain access to or use the Service. The Company shall not be liable for any losses caused by any unauthorized use of Customer Account. Company shall have the right to suspend access to Customer Account until such unauthorised access is rectified.
    5. Further, Customer: (a) is responsible for protecting all authentication key(s) for uploading of Customer Content; (b) shall not disclose the authentication key(s) to any third party except Customer’s employees or such other personnel strictly on need-to-know basis; (c) shall not use the authentication key(s) for any purpose other than as necessary to exercise rights granted under this Agreement; and (d) are responsible for all activity that occurs with the authentication key(s). Customer shall notify Company promptly in the event Customer learn of any unauthorized access to any authentication key(s). The Company shall not be liable for any losses caused by any unauthorized use of such authentication key.
    6. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company may (during and after the Term) (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings and (ii) disclose such data solely in aggregate and/or other anonymized form in connection with its business.
    7. Customer by providing Company the email address Customer consents to receiving Service-related notices, any notices required by applicable law, or any other communication as required. The aforesaid email address may be used to send any promotional messages, communications and special offers. If the Customer does not want to receive such promotional messages, Customer may opt out or change email preferences in the account settings. However, Customer may not receive email messages regarding special or promotional offers in case Customer opts out of the same.
    1. As between Company and Customer, Customer (or Customer licensors) will own (a) the Customer Content (b) any and all text, images, information provided while creating Customer Account, or (c) other types of materials, information or communications, or hyperlinks to any of the foregoing Customer provides to Company or uploads, publishes, transmits or distributes on or through the Service. Customer hereby permits and authorises the Company to copy, store, reproduce, distribute, publicly display, modify, use, and create derivative works of the Customer Content in order to: (a) provide the Services to Customer; (b) improve Company’s products and services; (c) create and share with other customers of the Company, in aggregate and anonymous form, reports and information to help them optimize their data and services; (d) provide Customer Content to or permit access thereto for Customer’s third-party recipients or other users upon Customer’s authorisation; and (e) perform such other actions as authorized or instructed by Customer in connection with Customer’s use of the Services.
    2. Company shall own all right, title, interest in and to the Services, Platform, Company Software, related software (including all modifications, improvements, updates, upgrades, derivative works, made, created and/or developed by Company or by way of any feedback provided by Customer), and all Intellectual Property Rights therein or otherwise created by or for Company in connection with this Agreement and any other Intellectual Property Rights of Company (“Company IPR”). Except as expressly stated herein, this Agreement shall not be construed as granting the Customer and/or its Affiliates the ownership of any rights, title and interest in or to the Company IPR either expressly, by implication or by way of estoppel. Customer shall not copy, distribute, display, modify, publish, license or sub-license, sell, create derivative works, or in any way exploit any of the Services, Company Software, Platform in whole or in part.
    3. Any implementation of a Technical Standard, if required by Customer shall be done solely in order to provide the Services contemplated hereunder and Company does not grant any licenses to such Technical Standard under this Agreement or any applicable Service Order. “Technical Standard” for the purposes of this Clause shall means a technical standard that has been promulgated by a recognized third-party standards development organization and that any similarly-situated provider would necessarily be required to implement in a like manner to provide services similar to the Services.
    4. The Parties hereby agree that the Customer may request the Company to implement any enhancements, feature requirements, implementation of any concept/idea into the Services (“Concept”) and the Customer agrees and acknowledges that the Company retains all rights, title and interest, including Intellectual Property Right(s) of any kind, present or future, on worldwide basis and in perpetuity for the Services finally developed including by way of integrating the Concept into the Services. Further, the Customer shall be free to develop similar/like product/services by way of implementing the said Concept (“New Product”), subject however to the following: (a) Customer shall implement or develop the Concept independently without reverse engineering, decompiling, disassembling, or otherwise attempting to derive Company’s source code, Company Software, Platform, or any part thereof, including any recourse to Company’s Confidential Information and/or Company Content and (b) Customer shall be free to develop any New Product by way of implementing the Concept post expiry or termination of this Agreement.
    1. The Customer shall not be permitted to download, copy, or install the Services and Company Software for any purpose without Company’s prior written consent. Except as expressly permitted under this Agreement and the Service Order, Customer shall not and shall not permit or authorize third parties to access or use the Services, Platform, Company Software in a manner not contemplated under this Agreement and Service Order. No rights or licenses are granted except as expressly set forth in this Agreement.
    2. In addition, Company may, in its sole discretion, remove or block Customer Content and suspend Customer Account in response to complaints or notices received by it from rights holders or any third party submitted pursuant to the Digital Millennium Copyright Act (DMCA) or similar laws or regulations in any other country, as a result of any claim of infringement or violation of a third party’s rights, in case of any attempted or actual circumvention of protection measures implemented to protect the content (including Customer Content) and/or in the event of any other breach of Customer’s representations, warranties or covenants hereunder. The Company will provide Customer with written notice of any such complaints or notices. The Parties shall cooperate in good faith to attempt to remedy the cause of suspension, removal or blockage of Customer Content in order to reactive the Services as promptly as possible.
    1. Term of the Agreement: This Agreement shall come into effect from the Effective Date of this Agreement and shall continue until such time all the Service Orders executed under and pursuant to this Agreement have expired or terminated by the Parties (“Term”).
    2. Suspension By Company: Company may (without prejudice to any other right or remedy available to it under law) suspend the Services under any Service Order immediately by written notice (a) in the event there is any unauthorized access to Customer Account; or (b) Customer defaults on its payment obligations stipulated under the Agreement. The suspension will continue until the grounds for suspension are removed by the Customer to Company’s reasonable satisfaction or Company terminates this Agreement. The Customer remains liable to pay the Fees for any period of suspension.
    3. Termination of Agreement: Each Party may terminate this Agreement in the event: (i) of a material breach or default in the performance of any of its obligations under this Agreement, where such breach or default is not cured within thirty (30) days from date of notice from the non-breaching Party; (ii) violation of any applicable laws, or in case of any fraudulent activity, in connection with access or use of the Services hereunder; (iii) enters into liquidation, administrative receivership, bankruptcy or makes any voluntary agreement with its creditors or is unable to pay its debts as they fall due. Further, the Service Orders may be terminated in accordance with the terms mentioned in the applicable Service Order. For clarity, termination of any Service Order shall not affect the validity of this Agreement, however, termination of this Agreement shall lead to termination of all existing Service Orders.
    4. Effects of Termination: Upon the expiration or termination of this Agreement or applicable Service Order:
      1. All rights and licenses granted to the Parties hereunder and under applicable Service Orders shall stand immediately and automatically cancelled and relinquished by the Parties, with no further action by either Party and Customer shall immediately cease to access and use the Services.
      2. The termination of this Agreement or any Service Order shall not relieve a Party of any obligation or liability accrued prior to the date of termination and shall be without prejudice to the rights and remedies of any Party that have arisen or accrued on or prior to such termination.
      3. All amounts due and payable under any Service Order/s shall be paid by the Customer forthwith but not later than thirty (30) days from the date of termination of the Agreement or applicable Service Order.
      4. Customer shall promptly return to Company all copies, documentation and other embodiments of Confidential Information or irretrievably destroy all electronic copies and embodiments of such Confidential Information and provide written confirmation of such destruction.

    Each Party agrees that proprietary information relating to the other Party, non-public information regarding its business, finance, technological, proprietary and/or other information identified as confidential by such Party, including this Agreement, Service Order/s shall form part of confidential information (“Confidential Information”). Except as otherwise provided in this Agreement, the receiving Party or its Affiliates shall not disclose any of the Confidential Information received in connection with this Agreement to any person, in any manner unless (i) required by applicable law with prior notice of such disclosure to disclosing Party and/or; (ii) to its personnel strictly on a need-to-know basis in connection with this Agreement. Each Party shall take such measures to protect the Confidential Information in a manner no less favourable than its own. This provision of confidentiality shall not apply to information which is (a) already known by both Parties without an obligation of confidentiality; (b) is publicly known or becomes publicly known through no unauthorized act of either Party; (c) rightfully received from a person without the obligation of confidentiality; (d) disclosed without similar restrictions by either Party to a person; (e) approved in writing by either Party for disclosure, without restriction as to use or disclosure. In addition, neither Party shall use the Confidential Information belonging to the other Party to contact subscribers or to solicit customers for any purpose without the prior written consent of the other. Both Parties agree that this Clause shall survive any termination or expiration of this Agreement.

    1. Each Party hereby represents and warrants as follows:
      1. It is validly established under the laws of its incorporation and the person signing this Agreement and Service Order is authorized to do so.
      2. It has the right and capacity to enter into and fully perform the obligations set out in this Agreement and Service Order and the execution, delivery and performance of its obligations hereunder have been duly authorized by all necessary action and no further authorization is required.
      3. It is not party to any agreement which would prevent, limit or hinder the performance of any of their obligations under this Agreement.
      4. It shall not directly or indirectly do or cause to do anything that may result in injuring the reputation of other Party.
      5. It shall comply with all applicable laws, rules and regulations.
      6. It has not provided any information which is incorrect or would have materially impaired the decision of the other Party to enter into this Agreement.
    2. Customer further represents and warrants as follows:
      1. That it is the owner (or licensor) of the Customer Content and the exercise by Company or its Affiliates of any of the rights granted to the Company by the Customer in this Agreement shall not infringe upon any right (including copyright or other intellectual property rights) of any third party or violate any applicable law.
      2. It shall not engage in any activities in connection with the availing of Services hereunder that would risk placing the Company in breach of any applicable laws.
      3. It has entered into definitive forward contracts or has necessary permits and authorisation to authorize Company to distribute Customer Content under this Agreement to such third party recipients as directed by the Customer from time to time, and Company shall not be responsible for any claims related to such distribution;
      4. Shall be solely responsible for the Customer Content and that such Customer Content does not and will not contain any material that is obscene, objectionable, defamatory, illegal or prohibited content and/or which violates the contractual, privacy or publicity or intellectual property right of any person or party and violate any other applicable rule, regulation, or law.

    In any action to resolve a dispute under this Agreement, the prevailing party will be entitled to recover from the other party all costs and expenses incurred in that action and any appeal therefrom, including but not limited to court or arbitration costs and fees, all reasonable attorneys’ fees, and other related costs.

    1. The Company does not guarantee that the Services will be performed error-free or uninterrupted, however the Company undertakes to rectify/correct all Services errors within such period as mentioned in the SLA. The Services are provided by the Company on “as is” basis.
    2. Neither Company (nor its licensors) will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service disruption, computer damage or system failure, device failure or from use of Services arising out of or in connection with this Agreement, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Company has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
    3. In no event shall Company’s aggregate liability arising out of or in connection with this Agreement and Service Order shall exceed the Fees payable by Customer in the 12 (Twelve) months preceding the event giving rise to the liability. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Company and Customer.
    4. Customer acknowledges that Company has no obligation to monitor Customer’s access to or use of the Services, but has the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure Customer’s compliance with this Agreement, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these terms.
    1. Survival: In case of termination of this Agreement, the clauses that reasonably should survive termination of the Agreement will remain in effect.
    2. Entire Agreement: Except as they may be supplemented by additional Company policies, guidelines, standards, or terms for a specific product, feature, service or offering, these terms constitute the entire and exclusive understanding and agreement between Company and Customer regarding the Services and these terms supersede and replace any and all prior oral or/and written understandings or agreements between Company and Customer regarding registrations, subscription, the website Services, and content.
    3. Modifications: The Company may update this Agreement from time to time and the same shall be notified to Customer.
    4. Marketing and Press Release:
      1. Company shall have the right to display Customer’s trademarks and/or logos for the purposes of identifying the Customer as a customer/client in its marketing or promotional activities, including displaying the same on Company’s Website. Therefore, the Customer hereby grants to Company an irrevocable, royalty free, non-exclusive, non-transferable right and license during the Term to use, reproduce, publish and display Customer’s trademarks and/or logos for purposes of marketing and promoting the Company’s Services and to identify the Customer as its customer in such marketing and promotional activities.
      2. Customer shall not use any trademark, service mark, trade name, or other name or logo of Company in any advertising or publicity and shall not issue any public statement or press release concerning this Agreement or Services without prior written consent of the Company.
    5. Assignment: This Agreement and the Services to be performed hereunder are personal to both parties and neither Party shall assign its respective rights and obligations under this Agreement to any person without the prior written consent of the other Party except to an Affiliate, group company or a person acquiring all or substantially all of such Party’s assets pursuant to any merger, acquisition, corporate restructuring, or otherwise, in which case the assigning Party shall nonetheless remain secondarily liable for any default hereunder by the acquiring person, provided that, once the Party causes the assignee to assume in writing this Agreement, such Party shall be released from any and all liability under this Agreement to the other Party. All other assignments of this Agreement – in whole or in part – shall require the consent of the other Party, and any purported assignment in violation of the foregoing shall be of no legal effect.
    6. Notices: Any notices or other communications permitted or required hereunder will be in writing and given by Company (i) via email (in each case to the address that Customer provide) or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
    7. Governing Law and Jurisdiction: In the event of any dispute arising between the Parties with respect of this Agreement, the same shall be referred to the sole arbitrator and the arbitration shall be conducted in accordance with arbitration rules set out by American Arbitration Association as amended time to time. The language of arbitration proceeding shall be English. The seat and place of arbitration shall be Atlanta, State of Georgia and the decision of the arbitrator shall be final and binding on both parties herein. Further, this Agreement and Service Order shall be subject to the exclusive jurisdiction of courts in Atlanta, State of Georgia and shall be governed by the laws of USA.
    8. No Waiver: The failure of Company to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or under applicable law. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.