AUW CONTENT AGREEMENT

This Agreement (referred to as the "Agreement") is entered into between Amar Ujala Web Services Private Limited (referred to as the "AUW") and user (referred to as the "Influencer") who completes registration process to open and maintain an account on websites owned by AUW. By registering and using any of these websites, the influencer is deemed to have read, understood and expressly agreed to the below terms and conditions which shall be binding on the Influencer.

AUW and Influencer are collectively referred to as the "Parties."

WHEREAS:

AUW is one of the leading digital media companies in India and is inter alia engaged in the business of online news and owns and operates content & news websites namely i.e. www.amarujala.com, www.firkee.in, it’s social media handles / channels on YouTube, Facebook, Instagram, etc.

Influencer engaged in the business of creation and distribution of text, audio, video content.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:

1. Content Creation and License Grant
The Influencer agrees to create and upload social media content (including but not limited to photographs, videos, captions, and other related materials) (the "Content") on AUW’s Websites. AUW shall have non-exclusive, transferable, royalty-free, worldwide license to use the Content including right to distribute the Content for any purpose in any media format or platform for the duration of this Agreement. Parties agree that AUW shall have the right to modify the Content for any purpose in any media format or platform for the duration of this Agreement. The Influencer acknowledges that AUW may sublicense the rights granted herein to its affiliates, partners, or other third parties. The Influencer acknowledges and agrees that AUW shall have the right to store, modify, edit, crop, remove or otherwise alter the Content in any manner as necessary for its intended use.

2. Content Ownership
The Influencer represents and warrants that they are the sole owner of the Content or have obtained all necessary rights, licenses, and permissions from third parties to grant AUW, the license specified in this Agreement. The Influencer retains all ownership rights in the Content, except for the rights expressly granted to AUW under this Agreement.

3. Content Guidelines
The Influencer agrees to adhere to the content guidelines provided by AUW. These guidelines may include, but are not limited to, restrictions on explicit or offensive content, adherence to brand guidelines, and compliance with applicable laws and regulations.

4. Compensation
The Influencer acknowledges and agrees that no monetary or other compensation including benefits derived by AUW from influencer’s Content shall be provided by AUW to the Influencer for the creation or provision of the Content or for the rights granted herein.

5. Duration
This Agreement shall commence on the effective date and shall remain in unless terminated in accordance with the provisions of this Agreement.

6. LIMITATION OF LIABILITY

a) Force Majeure – Neither party will be liable for any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, pandemic and epidemic, lockdown imposed by government authorities, public enemy, and acts of government, failure of telecommunications, fire or other casualty.

b) Consequential Damages – Under no circumstances will either party be liable for an indirect, incidental, special or consequential damages with respect to the subject matter hereof, including, but not limited to, lost profits and loss of business, regardless of whether such damages could have been foreseen or prevented by either party.

7. Confidentiality
The Influencer agrees to keep confidential any non-public information disclosed by AUW during the course of this Agreement. This includes, but is not limited to, information regarding AUW's business operations, marketing strategies, and customer data.

8. REPRESENTATIONS AND WARRANTIES

a) Parties have full right and power to enter and fully perform this Agreement in accordance with its terms;

b) The Influencer represents and warrants that the Content provided does not infringe upon any intellectual property rights, privacy rights, or any other rights of any third party;

c) The Influencer represents and warrants that the Content does not contain any defamatory, obscene, or unlawful material;

d) The Influencer represents and warrants that they have obtained all necessary releases, consents, and permissions from any individuals featured or mentioned in the Content; and

e) The execution, delivery and performance of this Agreement will not breach rights granted by such party to any third party or breach the provisions of any agreement to which it is a party or breach any applicable law or regulation, including those regarding export control

9. Content Approval
a) AUW reserves the right to review and approve all Content before it is used or published.

b) If the Content does not meet the AUW's standards or is deemed inappropriate, AUW may request revisions or reject the Content altogether.

10. Attribution
AUW agrees to give appropriate credit to the Influencer when using the Content, whenever feasible.
The Influencer grants AUW the right to use their name, likeness, and social media handles in connection with the Content.

11. Intellectual Property Rights
a) The Parties agree that any trademarks, logos, trade names or identifying slogans, which are owned by them respectively, cannot be used by the other Party for any purpose other than the purpose of this Agreement, without the prior written consent of the relevant Party, unless otherwise expressly stated herein. Nothing in this Agreement shall amount to transfer of ownership or create any right favor of each other or any of its affiliates or distributing partners. All ownership rights of the Content are solely vested in the Influencer and Influencer shall be solely responsible for the Content and AUW shall not be liable for the Content in any manner whatsoever.

b) Upon termination of this Agreement, AUW has the right to use the Content in any manner till the time AUW thinks it may be necessary to be used for the purpose of this Agreement.

c) Rights of AUW – The AUW Services and AUW name and trademarks are the valuable intellectual property of Amar Ujala group. All rights with respect to the AUW Services and AUW name and trademarks, whether now existing or which may hereafter come into existence, which are not expressly granted to Influencer herein are reserved to Amar Ujala Group. Any goodwill generated through Influencer’s use of the AUW name and trademarks shall inure solely to the benefit of Amar Ujala group.

12. Reporting Unauthorized Use or Infringement
a) The Influencer shall promptly notify the AUW in writing of any unauthorized use or infringement by any other person, firm, or company of the copyright or any other intellectual property right belonging to the Influencer.

b) The Influencer shall provide the AUW with full particulars of such unauthorized use or infringement, including supporting evidence and documentation, as soon as it becomes aware thereof.

c) AUW agrees to make its best efforts and take all reasonable steps to prevent and address such unauthorized use or infringement; however, AUW shall not be obligated to substitute itself for the Influencer in any legal proceedings or actions pertaining to such unauthorized use or infringement.

13. Relationship -
The relationship between AUW and the Influencer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

14. Termination
Either of the Parties can terminate this Agreement by providing 30 days’ notice in writing to the other Party. AUW post termination of the Agreement shall have the right without any limitation to use the Content in any manner till the time it deems necessary.

15. Indemnification
The Influencer agrees to indemnify and hold AUW harmless from any claims, damages, losses, or expenses arising out of the Content created or uploaded by the Influencer, including any claims of infringement of third-party intellectual property rights.

16. Notice
Any notice or other information required under or in connection with this Contract to be given by either Party to the other Party must be in writing and may be given by courier, facsimile transmission, email, or comparable means of communication, to the other Party at the address mentioned hereinabove.

17. Governing Laws And Disputes Settlement Mechanism
a) Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh.

b) In the event of any dispute, difference or question arising out of or in respect of this agreement or the commission of any breach of any terms thereof or of compensation payable thereof or in any manner whatsoever in connection with it, then the parties shall use their best endeavors amicably to settle the same. YOU and AUW shall use email conversations for any type of amicable settlement.

c) Provided, however, that if any such settlement is not arrived at within 30 days of the dispute raised, then the matter shall be referred to a sole Arbitrator mutually agreed and appointed by both the Parties. The arbitration proceedings shall be conducted in the English Language and place of arbitration shall be in Noida, India. The sole arbitrator shall pass a reasoned award which shall be final and binding upon the Parties.

18. Waiver
No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

19. Assignment
Neither Party shall assign its rights nor obligations hereunder to any third party without the prior express written approval of the other Party.

20. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter herein.

21. Amendment
This Agreement may only be amended in writing and signed by both parties.

22. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.