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SERVICE AGREEMENT

This Service Agreement (the “Agreement”) is made on the date of agreeing the terms & Conditions and signing up(the “Effective Date”) at New Delhi. This is an annual contract, applicable for 1 year post the date of signing.

 

BY AND BETWEEN

The User (hereby referred to as The Client) who hs signed up and agreed to Terms & Conditions and Cutting Edge Digital Pvt Ltd. (hereinafter referred to as “Client” which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the ONE PART;

AND

Cutting Edge Digital Pvt Ltd, a company duly incorporated under the provisions of the Companies Act, 1956 and having its registered office at 33, First Floor, Navjeevan Vihar, New Delhi 110017 hereinafter referred to as the “Mogi”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the OTHER PART.

(The Client and Cutting Edge Digital Pvt Ltd, together and collectively for the purpose of this Agreement are referred to as the “Parties” and individually as a “Party”, as the context may require.)

 

 

WHEREAS:

  1. Mogi is an online image and video management platform. Mogi Services offers a feature-rich solution for websites’ and applications’ use of images and videos through its website mogiio.com (“Website”) being referred to as “Mogi Platform”
  2. The Parties are now desirous of entering into this Agreement to document their mutual agreement and understanding regarding provision of the services.

 

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES SET FORTH HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

 

Scope of Service

Mogi shall provide the Client with Video and image delivery services on its Platform which are detailed in annexure 1, for a period of twelve months from the date of signing this agreement.

Client shall make an online transfer to Mogi for the services availed during the previous month latest by the seventh day of the following month, based on the invoice raised by Mogi by the end of the given month.

 

About the Service

The Service is an online image and video management platform. The Service offers a feature-rich solution for websites’ and applications’ use of images and videos.

From time to time, Mogi may modify or enhance the Service, and may offer additional tools and features, free-of-charge or subject to additional fees. The additional tools and features may be governed by additional or different terms of service.

Grant of Right

Subject to these Terms and to the payment of fees, if applicable, Mogi grants you a worldwide, limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service solely for your business purposes and not for further commercialization or resale. Except as explicitly provided in these Terms, you may not use the Service for any other purpose.

User Account

When you register, Mogi will ask you to provide certain contact and personal details. Mogi will explicitly indicate the fields that are mandatory to complete. False, incorrect, or outdated information, such as an invalid email address, may prevent you from registering and impair Mogi’s ability to provide you with the Service.

To login, you must provide your email address and password. Mogi may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing the Service. You will maintain your login details in absolute confidentiality. Make sure that you change your password at least once every six months. You will immediately notify to Mogi of any potential or actual misuse, unauthorized use, of your account.

If your agreement is being terminated by either party, Mogi would require you to terminate your account. Following the termination of your account, you may no longer be able to access the Service.

Notwithstanding any remedies that may be available to Mogi under any applicable law, Mogi may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from accessing the Service, remove your content and take technical and legal measures to keep you off the Service, if Mogi determines in its sole discretion that you: (i) abused your rights to use the Service; (ii) breached the Terms; (iii) violated any applicable law, rule, or regulation; and/or (iv) performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users or providers of the Service.

 

Acceptable Use of the Service

When using the Service, you will abide by the applicable laws, rules and regulations, and by any usage guidelines Mogi may convey to you from time to time.

You may not access or use the Service for any illegal or abusive purposes, or to develop or create a similar or competitive product or service to the Service. You will be responsible for all acts and omissions associated with your access and use of the Service and the access and use of the Service by employees, agents, contractors, end-users and any other third party who may access or use the Service on your behalf, or at your permission (“Authorized Users“).

You may allow your Authorized Users to upload, store, administrate, edit, deliver, make available and distribute content (“Contributed Content“), subject to any content upload technical and safety guidelines and limitations which will be conveyed to you through your account dashboard, and amended from time to time. Mogi may, but is under no duty to, review all Contributed Content and remove or block access to such content, as more fully described below.

Any use of your account is subject to your sole responsibility. You will not, and be responsible that your Authorized Users will not, access and use the Service (including as to upload or transmit any Contributed Content) for any illegal, harmful, fraudulent, offensive purpose or to transmit, store, display, distribute or otherwise make available content that is infringing upon any third party rights, illegal, harmful, supportive of or promoting violence or violent extremism, advocating hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment, indecent, obscene, defamatory, libelous, harassing, threatening, fraudulent, offensive, enables online gambling or inconsistent with the generally accepted practices of the Internet community, including without limitation promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, and use of content or technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms or time bombs.

Content Removal

Mogi respects the copyrights of its users and any other person. If you believe that your copyrights are abused on the Service, please send us a written notification. Mogi will act in accordance with the Mogi Copyright Policy  in any Contributed Content that is alleged to infringe the copyright of any third party.Mogi may report any Contributed Content and share user identifiable information, if Mogi believes, in its sole discretion that such content is illegal or abusive or may violate any third party rights.

Mogi respects the rights of its users and any other person. If you believe that any of your rights, other than copyrights, are abused on the Service, please contact Mogi. Mogi may ask you to provide additional information to process your complaint. Mogi will make reasonable efforts to review your complaint and respond promptly. Mogi will not respond to anonymous complaints.

Mogi may remove any Contributed Content if Mogi believes, in its sole discretion, or receives a notice, from a third party, that such content may violate any third party rights. Prior to removing the said content, Mogi will block access to it and provide you a 48 hours prior notice before removing the said content without maintaining any backup copy.

Service Fees

Mogi offers services where you would be required to make payment based on services utilized by you & their usage of the same during a given month. “Mogi service fees structure” is as per the confirmation mail that you have sent to start your services

.”Mogi service fees structure” is offered to you for a period of twelve months from the date of signing of this agreement

You may pay the fees by using online bank transfer services into Mogi’s bank account, details of which would be provided to you on the invoice. Fees will be regarded as paid only after your payment has been confirmed. The Service will be available to you promptly after you have paid the Service fees. You acknowledge that fees are not refundable.

Payments will include applicable taxes. You will pay all fees and taxes in a timely manner and in compliance with Mogi’s pricing schedule and you will reimburse Mogi for any interest and collection costs resulting from overdue payments..

Mogi will make its best efforts to have a transaction processed accurately and expeditiously and reimburse you for any excess payment that you were mistakenly charged with. However, Mogi will not be liable for mistakes, errors, malfunctions and miscalculations made by the payment service providers.

Upon failure to make any payment, and following a seven (7) days prior notice of due payments sent to you, Mogi may remove, disable or terminate your account. You waive any and all claims against Mogi and anyone on Mogi’s behalf in connection therewith.

Service Level Agreement (SLA)

“Uptime” means the percentage of time in a subscription month that Mogi’s management console and Mogi’s API services are available for access, as measured by Mogi.

Mogi strives for a 100% Uptime. If Uptime falls below 99.9% in a given subscription month, Mogi will offer an extension of your Mogi plan (“Service Extension”) of 5 days.

A Service Extension will not be awarded in the following circumstances: (a) circumstances beyond Mogi reasonable control, including but not limited to war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) network issues outside of Mogi’s control, including DNS and connectivity problems; (c) errors in Mogi’s uptime measurement system; (d) acts or omissions by Authorized Users; (e) downtime that has been advised to you 72 hours in advance; (f) downtime resulting from individual periods of non-availability lasting less than five (5) minutes; (g) suspension or termination of your right to use the Service in accordance with these Terms; or (h) accounts using Mogi’s free plan/s;

To receive a Service Extension, you must submit a request by sending an e-mail message  within 10 days of becoming eligible to receive it. The request must include supporting documentation, such as log files showing the non-availability of the Service.

This SLA is your sole and exclusive remedy for any failure by Mogi to provide the Service.

Intellectual Property

Except for your Contributed Content, all rights, title and interest in and to the Service, including any intellectual property rights, whether registered or not, and any goodwill associated therewith, are owned by, or licensed to Mogi. Unless as expressly provided herein, these Terms do not grant you any rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions or licenses with respect to the Service and you may not use the Service for any other purpose without Mogi’s prior, express written authorization.

Mogi does not claim ownership over Contributed Content. However, you grant Mogi permission to use your Contributed Content, for the purposes of providing, developing and supporting the Service. You grant Mogi permission to use your Company name and logo in Mogi website and any Mogi issued publications. If you wish to decline Mogi’s use of your name and logo, please contact Mogi

Confidentiality

Confidential Information” means any information furnished or made available by one party to the other, that is identified as “confidential” or “proprietary,” either by legend on written or electronically stored material, or which ought reasonably to be recognized as confidential or proprietary by virtue of its nature or the circumstances of its disclosure. The foregoing will not be considered as Confidential Information of a party: (a) information already known to the other party without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by a party of these confidentiality provisions, or (c) information that is independently developed by the other party.

Each of Mogi and you will maintain strict confidentiality of the other’s Confidential Information and will not use, disclose or have such Confidential Information disclosed, directly or indirectly to any third party, except as specifically required to provide or receive the Service, or subject to the other party’s prior permission. Each of you and Mogi will take precautions to maintain the confidentiality of the other party’s Confidential Information with the same degree of care as to its own Confidential Information, but in no case less than reasonable care. Upon termination of these Terms, either party will use commercially reasonable efforts to delete all copies of the other’s Confidential Information that is stored on its system or in its possession, except for retaining data for legitimate business purposes or as required under applicable laws, including under tax related requirements, account settling, record keeping, archiving and legal issues.

If a party is compelled by law to disclose the other party’s confidential information, then such party will provide the other party a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED FOR USE “AS IS”, WITHOUT ANY WARRANTIES OF ACCURACY, RELIABILITY, LIKELY-RESULT, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR IT BEING UP-TO-DATE. USE OF THE SERVICE IS AT YOUR SOLE AND EXCLUSIVE RISK.

Limitation of Liability

MOGI AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, COSTS, EXPENSES AND PAYMENTS OR FOR ANY LOSS OF PROFIT OR LOSS OF DATA, EITHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT (INCLUDING PRE-CONTRACTUAL STATEMENTS), STRICT LIABILITY, STATUTORY LIABILITY OR IN ANY OTHER CAUSE OF ACTION, ARISING FROM, OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER OR NOT MOGI OR ANY SUCH AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS.

MOGI AND ITS AFFILIATES’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING UNDER THESE TERMS OR OR IN CONNECTION WITH THE SERVICE, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING PRE-CONTRACTUAL STATEMENTS), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY MOGI FROM YOU DURING THE TWELVE (12) MONTHS BEFORE THE OCCURRENCE OF THE EVENTS GIVING RISE TO SUCH LIABILITY.

Indemnification

You will indemnify, defend and hold harmless, Mogi, Mogi’s affiliates and Mogi and Mogi affiliates’ employees, directors, shareholders, advisors or anyone acting on Mogi’s behalf with respect of any claim, demand, damage, loss, loss of profit, payment or expense.

Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with the laws of India, the courts at New Delhi only shall have the exclusive jurisdiction in respect of any matter or dispute connected with this Agreement.In case attempt to bring about an amicable settlement fails, the dispute shall be resolved by binding arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 under the aegis of a single arbitrator jointly appointed by the Parties.

 

Severability

If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms will remain in full force and effect.

 

Termination Clause 

Either party can terminate the agreement by giving the other a notice of 30 (thirty) days. The notice can be communicated via email to the two signing authorities of this agreement. Post termination notice client would need to settle their pending dues as per subscription plan prior to the last date of service continuation.

Post Termination, the content uploaded to Mogi can be transferred back to the Clients storage as and when requested,

 

 By accepting the terms and conditions you are accepting all the points mentioned above

 

                                

  Annexure 1 

 

Scope of Service 

 

Video Services

  • White Label OTT Solution
    • Branded OTT App on Android, iOS, web app.
    • The app would be published in your name from the Mogi IO developer a/c.
    • Backend console (portal based) for Admin management, Content management & Subscriber Management
    • Buffer free video streaming via our patented Mogi Streaming Engine 
    • AI enabled transcoding, with video quality enhancement, while compressing video size.
    • Free Mogi Advanced Video Analytics upto 25 K Monthly Active Users (MAUs)
    • Mogi’s proprietary DRM for piracy protection
    • Monetization via SVOD, TVOD, AVOD & Hybrid
    • State of the art Mogi Video Player

 

  • Video Transcoding 
  • Adaptive Bit Rate based Video Serving
  • Video Quality Enhancement 
  • Video Compression
  • Video Storage
  • CDN service for VoD
  • Video Encryption