CLOUT

 

TERMS OF USE

 

  1. INTRODUCTION
    1. 1.1. THIS   DOCUMENT   IS   AN   ELECTRONIC   RECORD   IN   TERMS   OF   THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
    2.  
    3. 1.2.THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3(1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRES PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THIS WEBSITE.

 

1.3.The  domain  name  www.clout media.com  (hereinafter  referred  to  as  the  “Website”) is Sole Proprietorship, under   Goods & Services Act 2016  with  its  registered  office  at  house no 3599, jain nagar karala, kanjhawala, North West Delhi, Delhi, 110081, ("CLOUT MEDIA"). The Website is a platform for showcasing and posting various campaigns for brands which have tied up with CLOUT MEDIA, through which Influencers (hereinafter referred to as “You”) can participate in such promotional campaigns.

1.4.For the purpose of these Terms of Use (“Terms”), the term “Influencer” shall mean an Indian citizen who is resident of India and works towards marketing and promotion of brands on social media channels including, but not limited to, Instagram.

 

  1. ACCEPTANCE OF TERMS
    1. Please carefully read these Terms. In order to use the Website, you must first agree to the Terms. By accessing, browsing or otherwise using the Website, you are agreeing to these Terms and concluding a legally binding contract with CLOUT MEDIA. Accessing, browsing or otherwise using the Website indicates your agreement to all the terms and conditions under these Terms. You are advised to read these Terms carefully before proceeding.
       
    1. You may not use the Website if you do not accept the Terms or are unable to be bound by the Terms. Your use of the Website is governed by these Terms and shall include the applicable policies which are incorporated herein by way of reference. By impliedly  or  expressly  accepting  these  Terms,  you  also  accept  and  agree  to  be bound  by  all  policies  of  CLOUT MEDIA,  including  but  not  limited  to  its  privacy? policy (“Privacy Policy”), as amended from time to time.
       
    2. As a condition of your access to and use of the Website, you agree that you will comply with all applicable laws and regulations when using the Website.
       
    3. CLOUT MEDIA reserves the right, at its sole discretion, to change, modify, add or remove all or any part of these Terms, at any time without any prior notice to you. It is your sole responsibility to review these Terms periodically for updates or changes. Your continued use of the Website following the posting of changes shall be deemed to mean that you accept and agree to the revisions. As long as you comply with these Terms, CLOUT MEDIA grants you a non-exclusive, non-transferable, limited privilege to access and use the Website.

 

  1. MEMBERSHIP ELIGIBILITY

Use of the Website is available only to persons who can enter into legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents and persons of unsound mind are not eligible to use the Website. Any person under the age of 18 shall not register on the Website and shall not transact on or use the Website. If a minor wishes to use the Website, such use or transaction may be made by the minor’s legal guardian or parents on the Website. CLOUT MEDIA reserves the right to terminate any person’s membership and/or refuse to provide such person with access to the Website if it is brought to CLOUT MEDIA’s notice or if it is discovered that such person is not eligible to use the Website.

 

  1. OPENING AN ACCOUNT

3.1.         The Website allows very limited and restricted access for unregistered users.

3.2.         In order to use the Website, as part of the registration process, you will be required to provide certain information and details, including an e-mail id and any other

information deemed necessary by CLOUT MEDIA (“Account”). You hereby acknowledge that you will be fully responsible for all activities that occur under your Account.

3.3.         While registering with the Website to use the Website, you shall not:

3.3.1.   create an Account for anyone other than yourself, unless such person's prior permission has been obtained;

3.3.2.   use an Account that is the name of another person with the intent to impersonate that person;

3.3.3.   use a name for the Account that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful; or

3.3.4.   create more than one Account on the Website.

3.4.           You shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through your Account. CLOUT MEDIA and its affiliates / partners are not liable for any harm caused by or related to the theft of your ID, disclosure of your Account/ account information by you or your authorization to allow another person to access and use the Website using your Account. However, you may be liable to CLOUT MEDIA and its affiliates / partners for the losses caused to them due to such unauthorized use. In case of any misappropriation or unauthorised access of the Account you agree to communicate the same promptly to CLOUT MEDIA. Any response from CLOUT MEDIA regarding this will be sent to the e-mail address which was used at the time of sign up. You shall ensure that you exit from the Account at the end of each session.

3.5.           You shall ensure that the account information provided by you is complete, accurate and up-to-date. In case you wish to update or correct the information provided by you, you may do so by visiting “Edit Profile” section on the Website, or by writing to info@cloutmedia.in. Furthermore, if you wish to remove your profile from the Website, you may do so by writing to CLOUT MEDIA at  info@cloutmedia.in .

3.6.           Use of another user’s account information for using the Website is expressly prohibited.

3.7.           You hereby agree that if you provide any information that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if CLOUT MEDIA has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with these Terms, CLOUT MEDIA shall have the right to indefinitely suspend or terminate or block access of your membership on the Website and refuse to provide you with access to the Website.

 

  1. TERMS AND CONDITIONS OF THE WEBSITE

 

4.1.         You hereby understand that CLOUT MEDIA may, using the Website, conduct online campaigns for its clients in order to promote and increase the popularity of the

 

brands of its clients (“Campaign”) . You further understand that for Influencers to participate in a particular Campaign, CLOUT MEDIA may, from time to time, at its sole discretion send invites to such Influencers in accordance with these Terms, at it may deem fit. Only upon receiving an invite can an Influencer view a particular Campaign posted on the Website.

 

4.2.         Should you receive an invite to participate in a Campaign, you shall be required to provide CLOUT MEDIA with certain user information/documentation for verification in a form and manner acceptable to CLOUT MEDIA. Upon your successful verification, CLOUT MEDIA shall inform you of the same and you shall accordingly be entitled to participate in the Campaign.

 

4.3.         As part of your participation in the Campaign, you will have to promote the content relating to CLOUT MEDIA’s clients (the specifics of which shall be provided by CLOUT MEDIA) on such social media channels used by you, including but not limited to Instagram, in a form and manner acceptable to CLOUT MEDIA. All posts by you on your social media channels shall necessarily include the hashtags (#) as informed to you by CLOUT MEDIA.

 

4.4.         You hereby agree that you shall not change, modify, adapt, delete or alter the content of the promotional campaign, unless instructed otherwise by CLOUT MEDIA.

 

4.5.         Upon completion of the promotional activity to CLOUT MEDIA’s satisfaction, you will have to upload a link of your post on the Website as proof of completion of the promotional activity for a particular Campaign. Further, on CLOUT MEDIA’s receipt of your link, in the manner provided in this Clause, CLOUT MEDIA shall review your post in order to ensure that the same is complete in all respects and there are no errors or defects in the promotional content uploaded/circulated by you on your social media channels. In the event that CLOUT MEDIA is of an opinion that there is an error or defect in the promotional content posted by you, it may either require you to rectify the same and complete the promotional activity again or disqualify you from the Campaign.

 

4.6.         You  acknowledge and understand that you are solely responsible for content you upload,  post,  publish,  transmit  or  otherwise  make available on your social media channels or the Website, subject to these Terms (“User Content”) You hereby undertake that while posting any User Content you shall not use any offensive, libellous, derogatory, hateful or racially or ethnically objectionable language. Further, you shall not post any User Content that is obscene, pornographic, constitutes an “indecent representation of women” as provided in the Indecent Representation of Women (Prohibition) Act, 1986. You agree that for such posts, CLOUT MEDIA shall also be entitled to take all action available to it, including black-listing or blocking you from using the Website.

 

4.7.         CLOUT MEDIA shall not be responsible or liable for the conduct of any user and you acknowledge that CLOUT MEDIA does not endorse any User Content on the Website.
 

4.8.         CLOUT MEDIA  may  review  your  conduct  for  compliance  purposes,  but  shall  have  no obligation to do so. Accordingly, CLOUT MEDIA ?shall have the right, but not the obligation, to  monitor  access  to  or  use  of the Website to ensure your compliance with these Terms or applicable laws or other legal requirements, at its sole discretion. CLOUT MEDIA further reserves the right to remove any User? ?Content from the Website for any reason, without prior notice to you.
 

4.9.           CLOUT MEDIA does not claim ownership of any User Content that you post on or through the social media channels for a particular Campaign.
 

4.10.        Subject to these Terms and the Privacy Policy, you hereby grant CLOUT MEDIA a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the User Content and create derivate works of the User Content in any manner as deemed appropriate by CLOUT MEDIA in any form including but not limited to print, broadcast, online and across any and all websites owned by CLOUT MEDIA, any and all platforms owned by CLOUT MEDIA on any social media channel including but not limited to Instagram, Facebook and Twitter.
 

4.11.        You represent and warrant that ?(i) you own the User Content posted by you on your social media channels and subsequently posted on the Website in accordance with these Terms or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) you have obtained all relevant consents and approvals in order to post any User Content; and (iii) the posting and use of your User Content on the Website does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights. You further represent and warrant that you own or otherwise control all of the rights to the User Content that you post or that you otherwise provide on or through the Website; and that, as at the date that the User Content is posted or submitted on the Website: (i) the User Content is accurate; use of the User Content you supply does not breach these Terms; and (iii) that such User Content is lawful.

 

4.12.        In case a third party or content of a third party appears in the User Content, you confirm that you have obtained prior consent of such third party before uploading or posting such User Content. You further agree that you shall indemnify CLOUT MEDIA against any and all claims raised by such third party with respect to the User Content.

 

4.13.        Other than its security obligations under these Terms and the Privacy Policy, CLOUT MEDIA assumes no responsibility or liability for your User Content, and you shall be solely responsible for your User Content and the consequences of using, disclosing, storing, or transmitting it. CLOUT MEDIA is not responsible in anyway whatsoever for what you choose to do with the User Content.

 

4.14.        You shall not use the Website for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the Website and your User Content, including but not limited to, copyright laws.

 

4.15.        The provision of services on the Website may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. CLOUT MEDIA strives to keep the Website up and running; however, all online services suffer occasional disruptions and outages, and CLOUT MEDIA isn’t liable for any disruption or loss you may suffer as a result.

 

4.16.        CLOUT MEDIA may discontinue some or all of the services provided on the Website, including certain features and the support for certain devices and platforms, at any time.

 

4.17.        CLOUT MEDIA shall not be held liable for any loss of data, technical or otherwise, information, particulars supplied by you, due the reasons beyond its control like corruption of data or delay or failure to perform as a result of a Force Majeure Event. The term “Force Majeure Event shall mean any event that is beyond the reasonable control of CLOUT MEDIA and shall include, without limitation, sabotage, fire, flood, explosion, act of God, civil commotion, strikes, lockouts or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, civil disturbances, unauthorised access to computer data and storage device, computer crashes, virus attacks, breach of security and encryption, and any other similar events not within the control of CLOUT MEDIA and which CLOUT MEDIA is not able to overcome.

 

  1. PAYMENT

 

5.1.Upon successful completion of promotional activity by you and posting of the same on the Website by CLOUT MEDIA, CLOUT MEDIA shall pay you the fees, as may be indicated by CLOUT MEDIA to you. CLOUT MEDIA, reserves the right to modify or withdraw the fees at its sole discretion.

 

5.2.Once your promotional activity has been posted on the Website, in order to receive payment towards your successful participation in Campaigns, you will have to raise an invoice within 30 (Thirty) days of your promotional activity being posted using the Website. You may also be required to provide such other information/documentation as may be required by CLOUT MEDIA in order to process the payment. Should there be a delay in raising an invoice within the aforementioned period, you hereby agree to waive your right to receive payments for the promotional activity carried out for that particular Campaign. CLOUT MEDIA shall not be held responsible for your failure to comply with this Clause.

 

5.3.Within a period of 20 (Twenty) days of CLOUT MEDIA’s receipt of the invoice or such further period as may be required by CLOUT MEDIA, the invoiced amount shall be disbursed to your bank account, details of which shall have to be provided by you. If there is any mistake in the account number provided by you, CLOUT MEDIA would not be held responsible for the same.

 

5.4.Any and all payments made by CLOUT MEDIA to you under these Terms, shall be subject to tax liability and other deductions as per the applicable laws in India.

 

  1. USE OF THE WEBSITE

 

6.1.       You agree, undertake and covenant that, during the use of the Website, you shall not host, display, upload, modify, publish, transmit, update or share any information that:

6.1.1.   belongs to another person or entity and to which you do not have any right.

6.1.2.   is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another person's privacy, hateful or racially or ethnically objectionable, or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.

6.1.3.   is misleading in any way.

6.1.4.   involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming".

6.1.5.   infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, e-mail address, physical address or phone number) or rights of publicity.

6.1.6.   provides instructional information about illegal activities such as violating someone's privacy, or providing or creating computer viruses.

6.1.7.   tries to gain unauthorized access or exceeds the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, or other areas of the Website or solicits passwords or personally identifying information for commercial or unlawful purposes from other users of the Website.

6.1.8.   engages in commercial activities using the Website (other than that intended under these Terms) without CLOUT MEDIA’s prior written consent.

6.1.9.   interferes with another user’s use of the Website.

6.1.10. refers to any website or URL that, in CLOUT MEDIA’s sole discretion, contains material that is inappropriate for the Website or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms.

6.1.11. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.

6.1.12. contains software viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, diminish value of, covertly intercept or steal any system, data or personal information.

6.1.13. violates any law for the time being in force.

 

6.2.           You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Website.

 

  1. FEEDBACK

7.1.The Website may allow you to post your review and experience of using the Website ("Reviews") in order to improve the Website and the user experience.

7.2.You, being the originator of the Reviews, are responsible for the Reviews that you upload, post, publish, transmit or otherwise make available on the Website. You represent that all such Reviews will be in accordance with applicable law. You acknowledge that CLOUT MEDIA is not responsible or liable for any Reviews. CLOUT MEDIA reserves the right to disable access to the Reviews on the Website.

7.3.You hereby grant CLOUT MEDIA a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the Reviews in any manner as deemed appropriate by CLOUT MEDIA in any form including but not limited to print, broadcast, online and across any and all websites and platforms owned by CLOUT MEDIA.

 

  1. AGREEMENT TO RECEIVE MAILS

 

You hereby by way of accepting these Terms consent to the receipt of communication from us by way of e-mails and newsletters.

 

  1. LINKS TO THIRDPARTY WEBSITES

The Website may contain links and interactive functionality interacting with the websites of third parties. CLOUT MEDIA is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before enabling any sharing functions to communicate with any such website or otherwise visiting any such website, CLOUT MEDIA strongly recommends that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website.

 

  1. REPRESENTATIONS

You hereby represent and warrant that you have validly entered into these Terms and have the legal power to do so. You further represent and warrant that you shall be solely responsible for the due compliance with these Terms.

 

  1. LIMITATION OF LIABILITY

11.1.You hereby acknowledge that CLOUT MEDIA shall not be held liable to you for any special, consequential, incidental, and exemplary or punitive damages, or loss of profit or revenues. CLOUT MEDIA shall also not be liable under any circumstances for damages arising out or related in any way to your inability to access, or your difficulty in accessing the Website, any? bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Website by any third party, any loss of your data or content from the services, your failure to keep your password or Account details secure and confidential.? CLOUT MEDIA shall not be liable under any circumstances for damages arising out of or in any way related to services and/or information offered or provided by third-party vendors accessed through the Website.

 

11.2.CLOUT MEDIA shall not be liable? for any action taken against you by the brand owners as a result of any breach of these Terms or any brand guidelines issued by the respective brand owners. You acknowledge that you shall be solely responsible for any such breach.

 

  1. DISCLAIMER OF WARRANTIES

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE (COLLECTIVELY, THE "CONTENTS") ARE PROVIDED BY CLOUT MEDIA ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. CLOUT MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE ACCURACY OR COMPLETENESS OF THE CONTENTS AND THE ACCURACY OF THE INFORMATION. CLOUT MEDIA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, DOCUMENT OR INFORMATION. YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. CLOUT MEDIA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE OR THE CONTENTS INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, CLOUT MEDIA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WEBSITE AND ITS CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

 

  1. INDEMNIFICATION

You shall indemnify and hold harmless CLOUT MEDIA, its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any and all claims or demands, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms, Privacy Policy and other policies, or your violation of any law, rules or regulations or the rights (including infringement of any intellectual property rights) of a third party.

 

  1. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

14.1.CLOUT MEDIA solely and exclusively owns copyrights, trademarks, service marks, logos, trade names, and other intellectual and proprietary rights associated with the Website and its Contents and is protected under Indian law.

14.2.You hereby acknowledge that the Website and its Contents constitute original works and have been developed,? compiled, prepared, revised, selected, and arranged by CLOUT MEDIA and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of CLOUT MEDIA and such others. You thereby agree to protect the proprietary rights of CLOUT MEDIA during and after the term of these Terms. You? may not selectively download portions of the Website without retaining the copyright notices. You may download material from the Website only for the purpose intended by these Terms.

14.3.Any infringement shall lead to appropriate legal proceedings against you at appropriate forum for seeking all available remedies under applicable laws of India.

 

  1. TERMINATION OF ACCESS TO YOUR ACCOUNT

15.1.The Account can be terminated at any time by: 15.1.1. You; by ceasing to use the Website.

15.1.2. CLOUT MEDIA; in its sole discretion for any reason or no reason including your violation of these Terms or lack of use of the Website. You acknowledge that the termination of services may be affected without any prior notice, and CLOUT MEDIA may immediately deactivate or delete your Account and all related information and/or bar any further access to your Account or the Website. Further, you agree that CLOUT MEDIA shall not be liable for any discontinuation or termination of services by any third party.

15.2.        The disclaimer of warranties, the limitation of liability, and the governing law provisions shall survive any termination of these Terms.

 

  1. PRIVACY POLICY

As elaborated under the Privacy Policy, CLOUT MEDIA will keep all confidential information confidential and shall not disclose it to anyone except as required by law, and shall ensure that such confidential information is protected with security measures and a degree of care that it would apply to its own confidential information. CLOUT MEDIA acknowledges that its employees, directors, agents and contractors shall use the confidential information only for the intended purpose for which it is provided. CLOUT MEDIA shall use all reasonable endeavours to ensure that its employees, directors, agents and contractors acknowledge and comply with the provisions of these Terms of confidentiality as if such person was subject to these Terms of confidentiality. If you object to your information being transferred or used, please do not use the Website.

 

  1. GOVERNING LAW

These Terms shall be governed by and interpreted and construed in accordance with the laws of India. The place of jurisdiction shall exclusively be in New Delhi, India. In the event of any dispute arising out of these Terms the same shall be settled by a binding arbitration conducted by a sole arbitrator, appointed jointly by both parties and governed by the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be New Delhi, India.

 

  1. ASSIGNMENT

It is expressly agreed by the parties that CLOUT MEDIA may assign all or part of its rights or duties under these Terms without such assignment being considered a change to these Terms and without notice to you, except to the extent provided by law.

  1. HOW TO CONTACT US

If you have questions or concerns about these Terms, please contact info@cloutmedia.in .