Terms & Conditions

DISTRIBUTORSHIP AGREEMENT FOR SALE OF KABLEONE SUBSCRIPTION

 

This Distributorship Agreement for sale of Kableone Subscription ("Distributorship Agreement”) is made and entered at Karnal.

 

BY AND BETWEEN:

SEVEN COLORS BROADCASTING PRIVATE LIMITED, a company incorporated under the laws of India and having its registered office at Plot No.234-C, Sector-3A, HSIIDC, Karnal, Haryana-132001, India, hereinafter referred to as the "Company," which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns of the First Part.

AND

The Distributor, a Proprietorship/Partnership/Private Limited/Limited Firm who intends to sell KableOne Subscriptions directly or through its retailers hereinafter referred to as the "Distributor," which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns of the Second Part.

 

WHEREAS

  1. The Company owns and operates an Over-The-Top (OTT) platform namely “KableOne” ("Platform") which offers a range of digital entertainment services including Punjabi movies, radio, Live TV services etc., bundled under the collective name as “Subscription”. The detailed description about the aforesaid App is available at                                                                                              Link: (https://KableOne.com/Home/Index) (“Services”) and seeks to expand its market reach through subscribers.
  2. The Distributor has expressed interest in promotion, purchasing and selling subscriptions of the Company's Platform for the purpose of re-selling the same to its customers, as per the terms and conditions of this Distributorship Agreement.

The First Part and Second Part are individually referred to as “Party” and collectively as “Parties.”

NOW THEREFORE, the Parties agree as follows:

  1.  SCOPE OF THE DISTRIBUTORSHIP AGREEMENT
    1. The Company hereby appoints the Distributor to purchase and sell subscriptions of its OTT Platform “KableOne” on a strictly non-exclusive, non-transferable basis. The Company reserves the absolute right to appoint multiple distributors within the same territory/region at its sole discretion and without any limitation. The Distributor shall have a limited, non-exclusive and non-transferable right to distribute the Subscriptions. The Distributor may appoint Retailers only with the prior written approval of the Company.
    2. The Distributor shall have a limited, non-exclusive and non-transferable right to distribute the Subscriptions. The Distributor may appoint Retailers, within its designated territory/region only with the prior written approval of the Company. The Distributor shall be solely responsible for all acts, omissions and liabilities of such Retailers. The Distributor shall ensure that the Retailers comply with all obligations imposed on the Distributor under this Agreement and any violation by a Retailer shall be deemed a breach by the Distributor. The Company shall bear no obligation or liability whatsoever towards any Retailer and reserves the right to take direct action against the Distributor in the event of non-compliance. It is further clarified that in case of any conflict with respect to the Retailership Agreement between Distributor and Retailer (if any), Distributorship Agreement between Company and Distributor, Distributorship Agreement shall prevail with respect to the subject matter thereof.
    3. The Distributor shall be mandatorily obligated to purchase a minimum of INR 5,00,000/- (Rupees Five Lakhs Only) worth of subscriptions (“Minimum Subscriptions”) every month from the Company to meet its non- cancellable and mandatory monthly purchase target/commitment towards subscriptions (the "Monthly Target"). The subscriptions of the OTT platform “KableOne” as mentioned herein, range for subscriptions plans namely Premium Yearly, Semi-Annual Premium, Premium Monthly, Basic Yearly and Basic Monthly, as agreed by the parties. The details, as well as the pricing plan of various Subscriptions plans offered by Company to its customers is available at the Link: https://KableOne.com/Account/Subscription  and other terms and conditions of the KableOne App are available at the Link  https://KableOne.com/Home/Terms. The validity of the Subscriptions will be governed by below mentioned Clause 1.3.
    4. Further, it is mutually agreed between the Parties that Subscription shall be valid for fixed period of One (1) year from the date of advance payment made for Subscription plans by Distributor. The Company, however at its discretion, upon receipt of request from Distributor may extend the validity of these Subscriptions beyond one year but limited to two years from the date of advance payment made for these subscriptions plans by the Distributor. Once this aforesaid time period of two years is over, Subscriptions shall automatically lapse and under no circumstances, shall the Company be liable to accept them back or refund any advance money towards these unsold Subscriptions to the Distributor, during or beyond the term of the validity of the subscriptions. The Distributor expressly waives any right to claim a refund, credit or compensation for any unsold or expired Subscriptions during or beyond the agreed validity period.
    5. The Distributor will ensure to sell Subscriptions along with complimentary gifts provided by the Company, as per Subscriptions offers as detailed over the Website of the Company. Further it is the Distributor’s obligation to ensure that the complimentary gifts are to be gifted only as a part of the subscriptions plans and not as standalone item. The Distributor shall be solely responsible for ensuring the fulfillment of the complimentary gift component as part of the subscription sale. Any failure to provide the complimentary gift to the customer, whether due to negligence, omission, or any other reason, shall be the sole liability of the Distributor and the Company shall bear no responsibility in this regard. Further, it is mutually agreed between the Parties, that Distributor shall not claim any warranty or maintenance obligations on the complimentary gifts from, as the Company provides no warranty for the gifts. The Parties agree that any query raised by the customer with regard to warranty, service, or support, if applicable, regarding the complimentary gifts shall be exclusively directed to the respective manufacturer, “Pebble” or “Noise” or “other Third Party” as the case may be.
    6. Distributor shall not engage in direct competition with the Company or promote any competitor; OTT platform either during the term of this Agreement or for a period of twelve (12) months post-termination, without prior written approval from the Company. The Distributor shall also not solicit, divert, or attempt to interfere with the Company's existing or potential subscribers, clients, or business partners. Further, Distributor shall not engage in activities that may harm the reputation of the Company or its Platform.
    7. Distributor agrees to sell the purchased subscriptions to its customers at the same pricing plan as fixed by Company on its website, also available on the Link:  https://KableOne.com/Account/Subscription(“Pricing Plan”). The Distributor shall not offer any discounts, modifications or deviations from the prescribed Pricing Plan without the Company's prior written approval. Any violation of this Pricing Plan and policy shall constitute a material breach of this Agreement, making the Distributor liable to consequences under termination, as provided in Clause 7 of this Agreement.
    8. Company reserves the right to revise the pricing of the Subscription plans or to withdraw the scheme related with Complimentary gifts with Subscriptions as detailed over the website of KableOne, anytime without any prior written notice and agrees to provide the Distributor with a written notice detailing the new cost of the Subscriptions plans. Parties agree that any such price revision shall not affect the subscriptions for which advance payment has already been made by the Distributor. In the event the pricing of the Subscription plans is revised, the new pricing will only apply to subscriptions purchased or renewed after the effective date of the price revision.
    9. In addition to the minimum subscriptions as mentioned in Clause 1.2 hereinabove, Distributor may purchase additional subscriptions from Company, upon mutual consent and arrangement.
    10. Company holds the rights to inspect and audit at any time, records of Distributor related to sales and distribution of Subscription. Distributor shall not raise any objection to it and extend full cooperation in doing so.

2. TERM OF DISTRIBUTORSHIP AGREEMENT

2.1 This Distributorship Agreement shall commence from the effective date of execution of this Distributorship Agreement and shall continue for a period of One (1) year unless terminated earlier as provided herein. The Parties may mutually agree to extend or renew the term of this Agreement upon mutual consent.

2.2    The validity of each subscription purchased by the Distributor from the Company is one (1) year from the date of its purchase.

3. DISTRIBUTOR OBLIGATIONS

    3.1     The Distributor shall:

  1. Ensure proper promotion, marketing and sales of the subscriptions of Company’s OTT platform namely “KableOne” to its customers, to meet or exceed the Monthly Target of the Distributor as defined in Clause 1.2 of this Agreement, without any cost to Company.
  2. Handle initial customer inquiries initially and provide support within the scope of subscription sales, and direct any technical issues or advanced support requirements to Company, in a timely manner and as expeditiously as possible, at email id:  support@KableOne.com .
  3. Educate customers to promptly contact the Customer Care of the Company in case of any difficulties arising out of usage of subscriptions. Failure to do so by the Customer or unresolved customer’s complaints will not lay the basis for holding Company responsible for non-redressal of difficulties being faced.
  4. Comply with Company’s branding and marketing guidelines as available at Link: https://KableOne.com/Home/Index . The Distributor also agrees to obtain prior written approval from the Company before using any promotional or marketing material related to KableOne. The Company reserves the right to demand immediate rectification or cessation of any non-compliant marketing activities.
  5. Provide the necessary support and training (if required) to its customers to use the KableOne Subscription. The Distributor shall also ensure that its appointed Retailers (if any) are adequately trained and comply with the Company's policies.
  6. The Company on obtaining the written request of the Distributor may provide promoter(s), once Distributor successfully purchases non-cancellable minimum order of subscription plans (as specified in Clause 6.1) every month. Such Promoter shall act independently of the Company and shall assist the Distributor in selling the Subscription Plans. The Distributor shall ensure that each promoter shall achieve a minimum sales threshold of at least Rs. 30,000/- (Rupees Thirty Thousand Only) on a monthly basis, starting from the date of appointment of such promoter. If a promoter fails to meet the required sales target of Rs. 30,000/- within any given month, the Distributor shall be responsible for covering the shortfall. Moreover, if a promoter fails to achieve the minimum sales threshold of                           Rs. 30,000/- (Rupees Thirty Thousand Only) within any given month, the Company shall have the right to terminate the engagement of such promoter and replace them with a new promoter.
  7. Distributor’s inability to meet the required sales target will in no way can be construed as the reason to not meet the monthly target of the Distributor to sell Subscriptions equalling worth INR. 5,00,000/-.
  8. Refrain from making any false claims, misleading statements, unauthorized commitments or misrepresentation regarding the OTT platform “KableOne” or its parent company, Seven Colors.
  9. Ensure that it will not work, engage, provide services, distribute, with any other OTT Platform other than KableOne as long as this Distributorship Agreement is in concurrence and for a period of 12 months post termination.

 

4.   COMPANY OBLIGATIONS

Company shall provide the Distributor with access to KableOne’s Subscriptions Plans, Subscription codes and any promotional materials required for marketing and selling the subscriptions. Further, Company will also offer training and support the Distributor sales and customer service teams to ensure they are well-versed with the features and benefits of Company’s OTT platform “KableOne”.

5.    CONFIDENTIALITY

Distributor will not disclose the terms of this Distributorship Agreement, Company’s proprietary information, including subscription codes, pricing, and promotional material etc. (the “Confidential Information”) to any third party without prior written consent being obtained from Company. Notwithstanding the foregoing, Distributor may disclose the Confidential Information (i) to its employees or associates as for the purpose of this Distributorship Agreement only and not otherwise, provided that such employee or associate has signed a confidential Distributorship Agreement with the Distributor so as to treat the confidentiality of Company  as confidentiality of his/its own company (ii) to the extent required by a court of competent jurisdiction or other government authority or otherwise as required by law; provided, that the Distributor shall use reasonable efforts to minimize any disclosure  permitted hereinabove and shall provide a written notice of such disclosure  in respect thereof. Distributor shall consult with and assist Company in obtaining a protective order prior to such disclosure.

 

6.        PAYMENT TERMS

            6.1    The Distributor shall make an advance payment of INR 5,00,000/- (Rupees Five Lakhs Only) towards the purchase of non-cancellable minimum order of subscription plans for a given month by the 25th of the preceding month, ensuring that orders for the upcoming month are pre-booked.

6.2.    The cost for purchase of each subscription plan by the Distributor shall be at a rate which is mutually agreed by the parties (hereinafter “discounted rate”) prior to the signing of this Distributorship Agreement.

6.3    The discounted rate will be applied upfront to the Distributor and the Distributor is required to pay balance amount that is arrived after applying discount.

6.3.   Failure to make the mandatory advance payment of INR 5,00,000/- (Rupees Five Lakhs Only) for three (3) consecutive months, irrespective of the Distributor’s sales performance, shall constitute a material breach of this Agreement and result in its immediate termination by the Company, without prejudice to any other rights or remedies available to the Company.

6.4.   Any delay in payments shall attract a penalty interest of 1.5% per month, calculated on a daily compounding basis, until full payment is made. Repeated delays in payment shall entitle the Company to seek additional remedies, including but not limited to termination of the Agreement and legal action.

6.5.   The Company reserves the absolute right to immediately suspend the Distributors’ access to new subscriptions in the event of any payment default for three consecutive months. The Distributor shall have no claim or liability against the Company for such suspension

 

7.    TERMINATION AND ITS CONSEQUENCES

Company reserves the right to terminate this Distributorship Agreement in case of any breach of the terms of this Distributorship Agreement by the Distributor or in case of failure to meet the Monthly target for three (3) consecutive months, or any act of fraud, misconduct or misrepresentations by the Distributor. Further, Distributor agrees to and accepts the sufficiency of Subscriptions against the money tendered to the Company, voluntarily forfeits the rights to terminate this Distributorship Agreement.

 

In the event of termination of this Distributorship Agreement by the Company as detailed in this Clause, the Company shall neither return any payment received towards unsold Subscriptions by the Distributor to the customers nor shall accept the return of unsold Subscription plans from the Distributor.

 

8.     INTELLECTUAL PROPERTY RIGHTS

All Intellectual property rights related to Company and its OTT platform KableOne, including but not limited to trademarks, copyrights, patent, and proprietary technologies, shall remain the exclusive property of Company. Distributor acknowledges that it has no rights or interests in Company’s intellectual property except as expressly granted in this Distributorship Agreement.

Distributor shall not use Company’s intellectual property for any purpose other than the promotion, marketing and sale of KableOne subscriptions as outlined in this Distributorship Agreement, without prior written consent from Company.

Upon termination or expiration of this Agreement, the Distributor shall immediately cease all use of the Company’s Intellectual Property, remove any references to KableOne from its materials and return or destroy any confidential information, branding, or proprietary materials provided by the Company. The Company reserves the right to conduct audits to ensure compliance with this provision.

 

9.       LIABILITY AND INDEMNITY

Distributor shall keep, defend and hold the Company, its officers, directors, employees fully indemnified and harmless against all direct and indirect claims, losses, suits, actions, proceedings, causes of action, damages, awards, liabilities arising out of its actions, negligence, breach of the Distributorship Agreement, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation, false claims or deceptive practices, or failure to properly guide customers or fraud committed by Distributor or its officers, directors and employees on its behalf, any failure by the Distributor to comply with applicable laws, regulations, or contractual obligations, any disputes, complaints, or claims made by customers, retailers, or third parties due to actions or omissions by the Distributor.

The Company shall bear no responsibility or liability whatsoever for any defects, deficiencies, malfunctions, or warranty-related claims pertaining to the complimentary gifts provided alongside the subscriptions. Any warranty, service, or support, if applicable, shall be exclusively handled by the respective manufacturer, “Pebble” or “Noise” or “other Third Party” as the case may be. The Distributor expressly acknowledges that such complimentary gifts are offered on an                “as-is” basis and are non-returnable, non-exchangeable, and non-refundable under any circumstances. The Company disclaims all warranties, express or implied, with respect to such gifts, including but not limited to, merchantability, fitness for a particular purpose, or durability.

10.     FORCE MAJEURE

           Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, or technical failures.

 

11.    GOVERNING LAW AND DISPUTE RESOLUTION

 This Distributorship Agreement shall be governed by the laws of India. Any disputes arising out of or in connection with this Distributorship Agreement shall be resolved through arbitration in accordance with the rules of Arbitration and Conciliation Act 1996 and the decision shall be final and binding. Any dispute arising out of or in connection with this Distributorship Agreement shall be resolved through mutual consultation and negotiation between the parties in good faith.

This Distributorship Agreement, shall in all respects, be governed by and construed in all respects in accordance with the laws of India. The Parties agree to exclusively submit all their disputes to the jurisdiction of Courts at Karnal, Haryana, India.

 

12. MISCELLANEOUS

(i)  This Distributorship Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous Distributorship Agreements and understanding, whether written or oral, relating to such subject matter.

(ii)  Any amendment or modifications to this Distributorship Agreement must be in writing and signed by both Parties.

(iii) This Distributorship Agreement constitutes the entire understanding between the Parties and supersedes all prior Distributorship Agreements.

(iv) No modifications or amendments to this Distributorship Agreement shall be valid unless made in writing and signed by both Parties.