KOO APP ADVERTISER SERVICES AGREEMENT
TERMS & CONDITIONS
THESE TERMS & CONDITIONS HAVE BEEN UPDATED ON 9 JANUARY 2023
THESE TERMS AND CONDITIONS FORM AN INTEGRAL PART OF THE KOO APP ADVERTISER SERVICES AGREEMENT AND ARE SPECIFICALLY INCORPORATED BY REFERENCE IN ANY PURCHASE ORDER OR INSERTION ORDER. UNLESS SPECIFICALLY STATED, IN CASE OF ANY INCONSISTENCY BETWEEN THE PURCHASE ORDER OR INSERTION ORDER AND THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL TAKE PRECEDENCE
Bombinate Technologies Private Limited, its affiliates, subsidiaries, successors in interest, (Company, we, our, us ), own, manage, and operate the application Koo (as defined below and referred to as Application). These Terms & Conditions of Services (Terms) govern your access to and use of our Services as an advertiser.
We urge you to access, review and familiarize yourself with these Terms & Conditions periodically, for your continued use of the Services, which will constitute in your consent and agreement to these Terms.
In the event the Terms are not agreeable to you, we request you to desist from accessing, downloading, or using the Services in any manner, whatsoever. Any deviation or change from these Terms must be specifically stated in the relevant purchase order or insertion order or agreement.
CHARGES, FEES, PAYMENT AND TAXES: You will pay the amounts agreed in an Insertion Order for the Services agreed to be provided in the Insertion Order. Applicable stamp duty shall be borne equally by the Advertiser and the Company. All amounts shall be paid within 15 days of submission of an invoice. If an invoice is disputed, any undisputed amounts shall be paid within the 15 days period. We will charge you delayed payment interest at the rate of 1% per month for every month or part thereof of delayed payments. If any withholding taxes are applicable you will promptly provide to us the applicable certificates and receipts regarding such withholding.
All payments to be made to Koo shall be made free and clear of and without any tax deduction unless required by law. In which case, the sum payable to Koo (in respect of which such tax deduction is required to be made) shall be increased to the extent necessary to ensure that Koo receives a sum, net of any deduction or withholding, equal to the sum which it would have received had no such tax deduction been made or required to be made. Any deviation or change from these Terms must be specifically stated in the relevant purchase order or insertion order or agreement.
ACCOUNT CREATION AND ACCESS: You will be required to create account(s) with us in order to avail advertising services or Services. While creating such account you will not: (i) use any automated means, including but not limited to bots, scripts, or similar to access, monitor, or manage your account(s), or (ii) manipulate or interfere or attempt to interfere with our services in any manner; or (iii) sell or post advertisements on behalf of a party other than You, without our prior written consent; or (iv) make available to us any Personal Data (as defined under applicable law) of any person unless you are specifically authorised to do so by such person.
RESTRICTIONS ON ACCESS: At all times you will provide us with information of the person authorised to access and operate your account. You will not share or make available your account access, to any person(s) or third party (ies), except those duly authorized by You only for the purposes of the Koo App Advertiser Services. You will immediately notify us in writing at email@example.com or firstname.lastname@example.org if you become aware of any actual or potential breach of security relating to your account(s).
RESPONSIBILITY FOR CONTENT: You shall be fully responsible for any content displayed as part of any campaign. You shall ensure that no apps or content which are banned or restricted or deemed illegal under Indian laws are displayed or promoted. Notwithstanding anything else, Koo reserves the right to suspend or terminate any promotions or campaigns, which, in its sole discretion contains, content or links or apps in violation of Indian laws. Before doing so, Koo will provide you a 2 hour notice of its intention to do so. For all intents and purposes you shall be considered as operating the handle relating to the campaigns and shall comply with any legal guidelines in this regard. Notwithstanding, anything else stated herein, you are and shall remain responsible and liable for any acts of commission or omission in connection with the Koo App Advertiser Services or the use of the Services or the use of your account.
IMPROVEMENTS: We may continue to improve our offerings and may implement, modify or discontinue features (collectively “improvements”) at our discretion from time to time. You agree to such improvements and further agree that you shall have no objections to any such improvements including modification or appearance or location of your advertisements, provided they are within the parameters of the Insertion Order. The Company reserves the right to modify or discontinue offering any Services or part thereof at any time, subject to fulfillment of any pre-purchased obligations to the extent reasonably practicable. The Company shall not be liable in any manner for any actions taken by it in the process of implementing the improvements or as stated in this paragraph.
LICENSE: In order for the Company to effectively perform its obligations under the Koo App Advertiser Services Agreement, you grant to the Company and its authorized persons, entities and service providers a non-exclusive, license fee-free, royalty-free, worldwide license to: (a) use, copy, adapt, reformat and/or edit any Content that you provide for the purposes of public performance, public display, and distribution and you hereby waive and agree to procure a waiver of any moral rights you or a third party may have in the Content; (ii) access, index, and cache the website(s) or URLs to which your advertisements link, by any means; and (iii) distribute or display your Content on the Koo App.
You agree to ensure that the Content is either original to you or you have secured necessary rights, consents, waivers and licenses for use under this Agreement. You are responsible for all royalties, payments and fees with respect thereto (e.g., performing rights society fees).
The Company and its authorized persons, entities and service providers will have no liability for your Content or advertisements and, at its discretion, may refuse, reject, cancel, suspend, or remove any advertisements or Content if they violate applicable laws or Community Guidelines or infringe third party rights.
REPRESENTATIONS: You represent and warrant that:
(a) All Content and advertisements shall be free of viruses and/or bugs and shall not damage, interfere with any Company system or information;
(b) A user’s access of your Content or advertisements will not cause damage or interfere with a user’s device, system or data;
(c) You will not spam or propagate improper, malicious, or fraudulent Content;
(d) Your Content, advertisements (including products or services mentioned in the same), the website(s) to which they link and all materials in connection with the Content or advertisements do not and will not violate any applicable law or the intellectual property rights (including copyright, patent, trademark or trade secret) of others;
(e) Your Content and advertisements do not breach any rights of publicity and/or privacy, and are not false, deceptive, misleading, defamatory or libelous
(f) You and any clients sourced by you will comply with all legal requirements in relation to advertisements applicable in your country. For India, this includes but is not limited to ASCI’s Influencer Guidelines, Information Technology (Intermediary Guidelines and Digital Ethics Code) Rules, 2021 and any industry specific requirements relating to the advertisement.
Koo is only an intermediary and does not monitor or advise you on your compliance with relevant laws.
INDEMNIFICATION: You hereby indemnify and shall continue to, without limitation, fully indemnify, defend, and hold harmless the Company and its employees, officers, directors, investors, representatives and service providers from all claims, whether actual or alleged, that arise out of or in connection with (a) your Content or advertisements, and/or (b) your use of the Company Services, and/or (c) any act of commission or omission by you or your representatives in violation of the Koo App Services Agreement, and/or (iv) any breach of your representations and warranties stated in these Terms and Conditions set forth in the Agreement, and/or (v) any actions or claims that may be brought against the Company on account of Content or advertisements posted by you. Such indemnification shall include but not be limited to costs of legal proceedings, lawyers fees, fines, penalties, damages or any other amounts that may be levied or paid by the Company.
DISCLAIMER: The Koo App Advertiser Services are provided on an “as is” basis, without any warranty, representation or guarantee of results of any kind or nature whether express or implied. To the maximum extent permitted by law the Company disclaims any warranty of title, service quality, noninfringement and fitness for a purpose or that Koo Services will be uninterrupted or error-free.
REMEDIES: In the event the Company is unable to perform its obligations, our sole liability is limited, to any one of the following chosen (i) a refund of amounts already paid in proportion of the Services that remained unperformed; and/or (ii) delivery of the Services at a later time by mutual consent; and/or (iii) an extension of the term.
LIMITATION OF LIABILITY: the Company’s total liability in relation to the Koo App Advertiser Services Agreement, under any cause of action or theory, whether in contract or tort (including negligence), or another non-contractual liability or otherwise shall not exceed the amount received by the Company from You for services provided by it in the three (3) month period prior to event giving rise to the claim. In no event will the Company be liable for any costs of substitute products or services, lost profits, loss of data, loss of anticipated savings, loss of business opportunity or for any indirect, special, incidental, consequential, punitive, or exemplary damages.
CHOICE OF LAW AND VENUE:
For Indian counterparties: The Koo App Advertiser Services Agreement shall be governed by and construed solely and exclusively in accordance with the laws of India. The courts at Bengaluru shall have exclusive jurisdiction to adjudicate any dispute arising or related to this agreement.
For non-Indian counterparties: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. This contract is governed by the laws of Singapore.
ENTIRE AGREEMENT: These Terms constitutes the entire agreement and understanding between you and us and supersedes all prior or parallel proposals, representations, claims, and communications written and oral, regarding the subject matter contained herein. Any deviation or change from these Terms must be specifically stated in the relevant purchase order or insertion order or agreement.
FORCE MAJEURE: Neither we nor You will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, epidemics, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control.
RELATIONSHIP: You and the Company are independent contractors and nothing in the Agreement will be construed to create or imply any agency, employment, partnership, or joint venture between you and the Company. Neither you nor the Company will have any right, power, or authority to create any obligation or responsibility on behalf of the other.
ASSIGNMENT: These Terms cannot be assigned, sublicensed, or transfered in any manner by You. The Company may assign or otherwise transfer, in whole or in part, to any person or entity its rights under this agreement including to any subsidiaries or affiliates without the requirement of any notice to You. You must continue to abide by your obligations to such assignee.
KYC: You agree to submit information and documentation to Koo in order to comply with KYC requirements as per applicable rules and regulations. Please furnish such information by completing an online form accessible by clicking this KYC link or scanning the quick response code. You agree to comply with applicable anti-bribery and anti-money laundering laws.
CONTACT: if you have any questions or concerns regarding these Terms & Conditions or would like to get prior versions please write to email@example.com.