Publisher Terms and Conditions

Terms and Conditions

This Flickstree Terms of Service Agreement (the "Agreement" or "Terms of Service") is made between Flickstree Production Pvt. Ltd, including but not limited to all subsidiaries and sister companies affiliated to Flickstree Production Pvt. Ltd, collectively referred as ("Flickstree," "we," "us," or "our") and you, Publisher ("you" or "your"). This Agreement governs the terms and conditions related to your participation in publishing/distribution of the content owned and managed by Flickstree. You and we are sometimes each referred to generically herein as a "Party" and collectively as the "Parties". The date of the agreement and "Publisher" details are to be filled out by you. In this context, "you" means both the entity and each person who is authorized to access the account.

1. Acceptance

By creating an account for the purposes of availing the services in terms of this agreement you accept this Agreement and consent to contract with us electronically. If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, "you" means both the entity and each person who is authorized to access the account. We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

2. Services

"Flickstree" is a digital distributor/Streamer/which aims at delivering content from worldwide Content Creators to partners located around the globe ("Publishers"). This is an agreement between Flickstree and Publisher for utilization of Flickstree's video services Pursuant to the terms of this agreement; Publisher has selected Flickstree to non-exclusively distribute/publish video content ("Client Content").

3. Video Distribution

3.1 Non-Exclusivity: The Parties agrees that this agreement is non-exclusive agreement and that the content provided by the Flickstree through its website may be streamed/published/distributed by other publishing associates of Flickstree.

3.2 Delivery: Flickstree shall make available its Content to Publisher via its online management system after the registration is submitted to Flickstree. Videos shall be delivered in compliance as per the specifications stated on Flickstree's online management system and incase any specifications are to be altered a written request shall be made to Flickstree via email at support@flickstree.com

3.3 Modification: In some instances, Flickstree may need to make minor modifications to Content, such as to add a logo or text listing the name and title for display on Flickstree's platforms. The Publisher may also if required is entitled to make minor modifications in its discretion and holds Flickstree harmless as to these modifications.

3.4 Changes / Errors of Content: Flickstree uses reasonable efforts to ensure that the material uploaded on its platform is correct and prior uploading on the content is reasonably scrutinized by its Video Content Department for approval and delivery to Publishers. In case of any changes or Error of Content Publisher should communicate the Change / Error directly to Flickstree at support@flickstree.com or by creating a support ticket. Publisher must not reach out to any Content Creator directly. Flickstree cannot guarantee to honour the desired request to any requested Change / Error described above.

4. Term:

The term of this Agreement is for two (2) calendar years. The term automatically renews unless either party provides written notice to the other party of termination or cancellation of the Agreement. Notice shall be provided no later than 30 days prior to the expiration of the current term. Written notice will be considered sufficient when received via email (support@flickstree.com) or certified mail.

4.1 Terms of Agreement for Affiliate Brand Campaigns -

1. Only Geo Targeted traffic must be sent.
2. The instructions as provided against each brand campaign will be followed by the party
3. To Receive the payment, the publisher should cross the minimum threshold of $100.
4. Campaigns will be paid on console numbers as provided by Flickstree to the party.
5. Dashboard numbers will be final numbers which including taxes.
6. All payments will be made by PayPal or Bank Wire.
7. Fraudulent Traffic/BOTS will not be entertained. In case of fraudulent traffic, payment will be returned to advertiser and Publisher Account will be Frozen. The Party will indemnify and hold Flickstree harmless if any such transactions are carried out by you.
8. Party must ensure that they follow brand guidelines and policies at all time, including but not limited to creative guidelines, traffic guidelines, etc. Flickstree will not be responsible for any violation by the party and all the consequences, including monetary and legal consequences initiated by brands would be borne by the party. Party will indemnify and hold Flickstree harmless in all such cases.
9. Invoice should be raised 30 days post running the first campaign.
10. All invoices should be on the name of Flickstree Productions Private Limited

5.1. Revenue Share; Reporting; Payment; Fraud

Net Revenue Share: Flickstree shall pay Publisher a share of the Net Revenue ("Net Revenue Share"), as set forth in the term sheet, which shall be read as a part of these terms. A "Net Revenue" shall be equal to the amounts actually received by Flickstree from Advertisers for the placement of Ads on content published by Publisher, less any applicable taxes, advertising fees, refunds, rebates, commissions, ad networks' payout or any other payments.

5.1.A Calculations as per Publisher excel sheet and real time dashboard

No Fraudulent Clicks or Impressions; Publisher shall not, and shall not authorize others, to generate fraudulent clicks or Impressions on any Ads served on the Publisher Properties as part of the Services, whether generated manually or by use of a device or other automated process. No payment shall be made hereunder in connection with

(a) any clicks or Impressions that have been generated via fraud or other illegal conduct, or generated manually or via the use of a device, automated process, or other technical means where there is no bona fide End-User that actually views or performs the click on the Ads served on their Devices or

(b) any Impressions commingled with fraudulent Impressions or fraudulent clicks as described in above (collectively "Fraudulent"). Further, no payment shall be made hereunder in connection with

(c) any clicks or Impressions for which payment is denied by an Advertiser ("Denied"). Failure to comply with this Section shall be deemed a material breach of these Terms and Flickstree reserves the right to withhold payment if it considers that Publisher has engaged in activity that is in violation of this Section or of these Terms. In the event that Publisher has already received payments from Flickstree for Fraudulent, Non-Viewable, or Denied actions, Flickstree shall receive credit from future earnings or refunds from Publisher.

Calculations:

It is an endeavor of Flickstree to increase user engagement and revenue on the publisher's platform through its video content. Flickstree also endeavors to assist in revenue generation (hereinafter referred as "Advertisement") for its publisher in multiple ways. Flickstree sources these advertisement both programmatically and directly form its ad-partner and some of these methods of revenue generation include but are not limited to, include

1. Linear video ads, They can be divided into pre-roll, mid-roll and post-roll depending on when it plays during the content playing on Flickstree Video Player
2. Non-Linear video ads, Overlay ads, Non-Overlay ads playing on Flickstree Video Player
3. Out-stream video ads (In-Page, Out Page)
4. In-banner Ad (wherever applicable)
5. In-text (wherever applicable)
6. Interactive Video Ads which include but are not limited to "Paid post" "Presented by" "Sponsored by" "Partnered with" "Promoted" "Affiliated with", "Powered by" etc playing in Flickstree video player

The amount of payment per view shall be in accordance with the revenue sheet prepared by Flickstree and real time dashboard, which shall be deemed to be part of these terms.

The Publisher after obtaining the license to stream gets access over Flickstree premium engaging video content which can be published by publisher on its platform by using extremely light weight embedded video player or SDK as provided by Flickstree.

Publishers will have an all time access to the real time dashboard unless this agreement is terminated. Publisher can monitor it's earning with Flickstree real-time dashboard, which is an automated software with zero human interference and in case of any support, clarification or dispute the Publisher shall approach Flickstree at support@flickstree.com for its amicable solution.

6. Payments:

In most instances, payments accumulate from video streaming and the publisher shall be paid once Publisher accrues a payable balance of 1,000 INR or greater. Flickstree real-time dashboard is available for Publisher to log in and view its daily and weekly estimates. If Publisher does not make the revenue threshold, the previous month's revenue will appear on its current month statement until it do receive payment. Any balance due less than 1000 INR (aggregated for all Content) shall be rolled into the following month and paid only when the balance exceeds 1000 INR.

Accounting: Flickstree makes payments to its Publishers in one lump sum payable monthly and in order to receive payment, Publisher must issue a payment request via the Flickstree Real-time Dashboard. The Publisher must also provide Flickstree with its bank and other payment details whatsoever and it may be noted that the payment reflecting on the real-time dashboard will attract appropriate government taxes before making the final payment is credited.

In the event of any dispute surrounding the distribution of Client Content under this Agreement, Flickstree will freeze any payments pertaining to Publisher until the matter is resolved. Payments may continue to accumulate in Publisher's account but shall be held until final resolution.

In case of any dispute arises in relation to the payments whatsoever the same shall be raised by Publisher with Flickstree within 10 days from the date of Payment and no request shall be entertained after the expiry of the said period.

7. Intellectual Property and Ownership:

Flickstree take reasonable precaution for ensuring that the Content posted on its website does not breach any Intellectual Property or any other applicable law. Flickstree also for every content posted on its website obtains an undertaking from its creators that the uploading entity has all rights in the Content provided to Flickstree (including but not limited to videos, sound recordings, artist names, song names, artwork and images) and/or has all rights necessary to grant the licenses granted herein. Content Creators also gives an undertaking to the effect and guarantees it has secured written permission or waivers of rights with any necessary persons or third parties that have granted Content creators permission to distribute the content through Flickstree. The Content Creators at the time of uploading any content agrees to not deliver any Content to Flickstree that is not legally owned or secured via permission. If any material contains Content of any kind that is not cleared, licensed, and/or owned by the Creator, Flickstree is exempt from all legal issues and/or wrongdoing. Further, Content Creators licenses its copyrights, trademarks, name and likeness to Flickstree during the Term for use in conjunction with the distribution and promotion of Content.

8. Termination and Breach:

Upon termination of this agreement, Flickstree actively seeks takedown of previously distributed content. However, Publisher acknowledges that licenses Flickstree may have granted to Partners may remain in force for a time period after the expiration of this Agreement. In that event, Flickstree is absolved from any liability for content that remains with Publishers, licensees and others who have received the Videos from Flickstree prior to Termination.

8.1 Termination:

Either party shall have the right to terminate this Agreement upon written notice to the other party. Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within thirty (30) days after receipt of such notice.

9. Confidential Information and Restrictions:

Publisher agrees to treat and hold in confidence and not disclose any Confidential Information that Publisher may have obtained from Flickstree as a result of working on the distribution or publishing of the content. In the event that Publisher is requested or required (by oral question or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal proceeding) to disclose any Confidential Information, Publisher shall notify Flickstree promptly of the request or requirement.

For the purposes of this Agreement, "Confidential Information" means (i) the terms and provisions of this Agreement and (ii) Technical Information, Content, Publisher/ Owner Data, Any In-Content data (name, addresses etc.), Research Data Financial Information Advertising Information Product Research and Development, Business plan, Software codes etc.

The Publisher shall protect the Confidential Information in the same manner as it would protect its own confidential information.

In the event Publisher discovers any hacking activities, it shall submit to Flickstree a written report, via e-mail or by facsimile, describing the nature of such activities to permit Flickstree to provide preventive measures. The Publisher must use reasonable internet security measure to secure its website and the content being played through its website.

9.1 Restrictions:

9.1.1 Reverse Engineering Prohibited: Publisher shall not directly or indirectly disassemble, decrypt, electronically scan, decompile, or otherwise reverse engineer in any manner or attempt to reverse engineer or otherwise derive any source code from, all or any portion of the website or dashboard, Player, Content, or permit, assist or encourage any third party to do so. In case any such interference in detected by Flickstree the same shall be raised with you the Publisher and the onus of proof shall lay with you the publisher as to non-occurrence of any such alleged event or its attempt.

10. Data Privacy:

10.1 Publisher Privacy Compliance: Publisher shall obtain all legally required consents, licenses, and permissions, including applicable opt-ins and opt-outs, from End-Users for any data collection, use, disclosure, and transfer resulting from the placement of Ads hereunder. Publisher's collection, use, disclosure, and transfer of End-User Information hereunder shall comply with all applicable laws, rules, and regulations.

10.2 Privacy Disclosures and Privacy Policy: Publisher shall prominently display a privacy policy on each of the Publisher Properties and adhere to that privacy policy's representations. Further, Publisher shall ensure that each of the Publisher Properties that use the Services:

(a) Provides legally sufficient notice, and where required by law and obtains legally sufficient consent from End-Users regarding Publisher's collection, use, disclosure, and transfer of End-User Information to Flickstree as described herein, including any data that Publisher permits Flickstree to collect directly from End-Users, whether via software development kit or otherwise, to enable the Services;

(b) Describes the use of End-User Information by advertising platforms for interest-based ad targeting by third parties;

5.5 Data Ownership. Publisher and Flickstree understand that as between the Parties, each Party owns all data such Party collects. Such data includes without limitation: information provided by End-Users in response to an Ad and any reports created, compiled, analyzed, or derived by a Party with respect to such End-User Information. Any information collected or received through Application Program Interface or Software Development Kit. Flickstree has the right to collect, use, disclose, and transfer such data for any purpose, which is not inconsistent with Flickstree Privacy Policy.

11. Indemnification:

Publisher shall indemnify Flickstree (including its directors, members, officers, employees and other representatives) against any fraudulent activity carried out, expenses or losses resulting from a third party claim, demand, cause of action, debt or liability to the extent it is based on any of the Publisher's respective representations, warranties or agreements contained herein, including reimbursement of reasonable outside attorneys' fees and litigation expenses. The indemnified party shall give the indemnifying party prompt notice of any claim and, if the indemnified party so requests, the indemnifying party shall defend the indemnified party at the indemnifying party's expense. Any settlement shall be subject to the indemnified party's prior written approval. This obligation shall survive the termination of this Agreement for any reason.

12. Governing Law, Dispute Resolution and Jurisdiction:

All disputes, controversies, claims and differences arising out of or in relation to this Agreement, or any breach hereof, except those which cannot be settled through correspondence and mutual consultation of the Parties hereto, shall be finally settled by Arbitration to be conducted in accordance with the provisions of the Indian Arbitration and Reconciliation Act, 1996 or any statutory modification or re-enactment for the time being in force, the provisions whereof shall apply as far as possible.

This Agreement shall be governed and construed in accordance with the laws of India .The competent courts at Delhi, India shall have the sole and exclusive jurisdiction over any dispute that arises in relation to this Agreement.

13.General Clauses:

The individuals executing this Agreement represent and warrant that they are empowered and duly authorized execute this Agreement on behalf of the parties they represent. Each Party represents and warrants to the other Party that it is authorized to execute this Agreement and is competent to discharge the obligations under this Agreement.

Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, Agreement or undertaking with any third party.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Any notice, consent, authorization, communication, approval or any other communication required to be given hereunder shall be effected by registered mail addressed to the party or by Transmitting it through cable telegram or telex or fax or by email addressed to the party to be notified who shall acknowledge such receipts in writing.

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written. By agreeing to these terms and conditions via our submission form, you hereby agree to and accept the above terms of this agreement.