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GANGPLANK MARKETING AND DISTRIBUTION AGREEMENT

Last Updated On: 05th October, 2017

1. ORDER MANAGEMENT

Gangplank reserves the right to select the video content/pictures to be displayed on its Website. Gangplank also reserves the right to determine the Sellers who may sell on the Website.

Gangplank shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Gangplank on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.

Gangplank shall provide the necessary backend infrastructure, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for acknowledgment and agreeing to pricing. Gangplank will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Panel” and related guidelines shall be shared through e-mail. Seller shall provide content & images of its products to be displayed at Website.

On receipt of the Order, Seller will be informed and Gangplank would make the content accessible with corresponding invoices in favour of buyer. Gangplank would be entitled to the marketing fee on the product as agreed to in this Agreement.

Seller hereby grants to Gangplank the right to display/delist the product (as updated or to be updated by the Seller on the Seller panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has the necessary rights to grant such permission to Gangplank and agrees to indemnify Gangplank in respect of any claims, damages, veracity issues etc., arising out of or in connection with violation of the same.

Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Gangplank, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times.

2. LISTING CONDITIONS

When listing an item, you agree to comply with Gangplank’s rules for listing and Selling Practices policy and that:

You are responsible for t the accuracy and content of the listing and item offered;

  • post, list or upload content or items in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools; 
  • manipulate the price of any item or interfere with any other user's listings;
  • post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  • take any action that may undermine the feedback or ratings systems
  • transfer your Gangplank account (including Feedback) and user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Gangplank or the interests or property of users;
  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Gangplank;
  • interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
  • export or re-export any Gangplank application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Gangplank. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Gangplank or someone else;
  • infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belongs to you;
  • commercialize any Gangplank application or any information or software associated with such application, except with the prior express permission of Gangplank; 
  • harvest or otherwise collect information about users without their consent; or
  • Circumvent any technical measures we use to provide the Services.

Sellers must meet Gangplank’s  minimum performance standards. Failure to meet these standards may result in Gangplank charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.

If we believe you are abusing Gangplank in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

3. POLICY ENFORCEMENT

When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.

When listing an item, you agree to comply with Gangplank’s rules for listing  and  Selling Practices policy  and that:

  • You are responsible for the accuracy and content of the listing and item offered;
  • Your listing may not be immediately searchable by keyword or category for 30 days. Gangplank can't guarantee exact listing durations;
  • Content that violates any of Gangplank’s policies may be deleted at Gangplank's discretion;
  • We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
    • buyer's location, search query, browsing site, and history;
    • item's location, listing format, price, terms of service, end time, history, and relevance to the user query;
    • Seller's history, including listing practices, Detailed Seller Ratings, Feedback, and defect rate; and
  • Number of listings matching the buyer's query.  
  • To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.

Some advanced listing upgrades will only be visible on certain Services.

Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.

  • We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. 

4. CONTENT

When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined below) you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against Gangplank, our assignees, our sub-licensees, and their assignees your Intellectual Property Rights in that content in connection with our, those assignees', and those sub-licensees' use of that content.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Gangplank takes no responsibility and assumes no liability for any content provided by you or any third party.

While we try to offer reliable data, we cannot promise that the catalogs or other content provided through the Services will always be available, accurate, complete, and up-to-date.

As a seller, it is your responsibility to review the content of your listings for accuracy and that you will not attempt to hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings included within the catalogs and not to  create any derivative works based on catalog content (other than by including them in your listings).

The name "Gangplank" and other Gangplank marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Gangplank in the U.S. and other countries. They may not be used without the express written prior permission of Gangplank.

5. RETURNS AND CANCELLATIONS

When an item is returned, to refund the buyer, you (as seller) authorize Gangplank to request that Gangplank remove the refund amount (in same or other currency) from your Gangplank account, place the amount on your invoice, and/or charge your payment method on file. 

You (as seller) authorize Gangplank when a transaction is cancelled, to refund the buyer, you (as seller) authorize Gangplank to request that Gangplank remove the refund amount (in same or other currency) from your Gangplank account.

6. FINANCIAL TERMS

Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the content to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes Gangplank in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by Gangplank from time to time. However, Seller will have full right to withdraw the content from Website. 

7. INTELLECTUAL PROPERTY RIGHTS

Seller recognizes and confirms that Gangplank has the exclusive right to supervise, allow and reject the contents of the Website. Gangplank shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its content and all consequent liability will be borne by Seller only.

8. REPRESENTATION AND WARRANTIES

Seller shall, at all times and to the complete satisfaction of Gangplank and without demur indemnify and hold Gangplank harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Gangplank by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s contents, even after the termination of this arrangement.

Seller hereby declares & confirms that it deals in original, legitimate and genuine video content/pictures etc which are either self-manufactured and/or procured from the legitimate channel following all legal requirements.

9. INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Gangplank, Gangplank will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer's direct damages arising from a third-party claim directly attributable to Gangplank's breach of the express warranties and representations, together with associated expenses (including reasonable attorneys' fees).

Indemnification is conditioned upon you notifying Gangplank, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Visual Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Gangplank at counsel@gangplankmedia.com with a hard copy to Gangplank, Unit No D 219, JMD Megapolis,Sohna Road, Sector 48, Gurgaon, Haryana – 122018. Attention: General Counsel, via registered post.

Gangplank shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Gangplank in the defence of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Gangplank is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Gangplank having a reasonable opportunity to analyze such claim's validity.

Gangplank shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by you.

Limits of Liability: Gangplank's total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer's:

Footage Use Licenses shall be USD $1,000.

You will indemnify and hold Gangplank, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this Agreement. You further agree to indemnify Gangplank for all costs and expenses that Gangplank incurs in the event that you breach any of the terms of this or any other agreement with Gangplank.

10. ADDITIONAL TERMS

Except when required by law, Gangplank shall be under no obligation to issue refunds under any circumstances. In the event that Gangplank determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in India and you cancel your account within seven (7) days of making payment to Gangplank Media., provided that you have not yet licensed any Visual Content, Gangplank Media, will refund the payment made by you in connection with such cancelled account. To cancel your account, contact support@gangplankmedia.com.

"Non-transferable" as used herein means you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may however, make a one-time transfer of Visual Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Visual Content subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Visual Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Visual Content from such Social Media Site, and to promptly notify Gangplank of each such Social Media Website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorized duplication of any Visual Content please notify us via email at support@gangplankmedia.com.

If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Gangplank, upon Gangplank's reasonable request.

If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Gangplank for any breaches of the terms of this Agreement.

The number of Visual Content downloads permissible are three for one piece of content.

In the event that you breach any of the terms of this or any other agreement with Gangplank, Gangplank shall have the right to terminate your account without further notice, in addition to Gangplank's other rights at law and/or equity.

Gangplank shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

Except as expressly set forth herein, Gangplank grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Gangplank only has model or property releases where expressly indicated on the Gangplank website.

Gangplank's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by you.

in no event, will Gangplank's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Gangplank websites and/or Visual Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Gangplank from you for the applicable Visual Content license.

Neither Gangplank nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Visual Content, Gangplank's breach of this agreement, or otherwise, unless expressly provided for herein, even if Gangplank has been advised of the possibility of such damages, costs or losses.

Except as expressly set forth in Indemnification and Liabilities, all Visual Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If you make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

Gangplank does not warrant that the Visual Content, Gangplank websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Visual Content is solely with you.

In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Gangplank, Gangplank will promptly file a complaint.