1.  DEFINITIONS AND INTERPRETATION

Definitions

1.1.   In these Terms, unless the context requires otherwise, the following words and expressions shall have the following meanings:

(a)  “Active Account Status” means the status of Your account at the time when the Subscription Period of Your Subscriber Account has not expired as per the terms hereof;

(b)  “Address” means Your residential address in the Republic of India set forth in the CAF;

(c)  “Affiliate” means, with respect to any entity, any other entity controlling, controlled by or under the common control with such entity. For the purposes of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control of”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of equity interest, by contract or otherwise;

(d)  “Authorized Means” shall mean any means specified by QEL for the purchase of STB including without limitation purchase of STB through the LCO, or such other means as specified and authorized by QEL in its discretion;

(e)  “Authorized Representative” means a person aged 18 years or above deemed to have been authorised by You to take actions under the Subscription Contract;“CAF” or “Customer Application Form”shall mean the customer application form for registration as a Subscriber to the Service and to which these Terms are attached and are applicable in respect thereof;

(f)  “Commercial Establishments” means public or private facilities open to the general public, including, without limitation, restaurants, lounges, and any place that charges a fee for admission.

(g)  “VOD Content” means audio video content that is delivered through point-to-point delivery of a single program to a viewer in response to the request of the Subscriber and the Subscriber having the ability to perform any or all of the following functions with respect to the exhibition of any such content: stop, start, pause, play, rewind and fast forward, however not including the recording capability, and shall include movies, television shows and other audio video content;

(h)  “Content Provider” means the Persons, who are producers, broadcasters, owners, creators or such other Persons who are authorized to transmit or authorize other Persons for transmission of the VOD Content to You and shall include QEL;

(i)  “Day” means the 24-hour period from 00:00:00 hours to 23:59:59 hrs.

(j)  “Recharge Voucher” means QEL branded voucher which evidences the Subscriber having subscribed to and received the right to access and view VOD Content for such time and for such period as is displayed on such voucher at the time of its delivery to the Subscriber;

(k)  “Distributor” shall mean any Person involved in the distribution of the Service;

(l)  “Effective Date” shall mean the date on which a duly filled Customer Application Form is deposited by You with the LCO;

(m)  “Encryption” or “Encrypted” means the transmission of a video and audio programming signal in encrypted form by a proprietary and secret methodology (including, without limitation, algorithms) that results in the signal only being decoded by the STB purchased by You who has been authorized to receive and view/listen to the video and audio signal in accordance with these Terms and the terms “Decryption” and “Decrypted” shall be construed accordingly;

(n)  “Engineer” shall mean the Person who is authorized by us to perform the VOD installation.

(o)  “Governmental Approvals” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Governmental Authority;

(p)  “Governmental Authority” includes any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization and shall include Telecom Regulatory Authority of India;

(q)  “Hardware” means the such equipment, wires etc. that is placed by the LCO for installation and connection of the Service at Your premises;

(r)  “Helpline” means our call centre reachable at [?]

(s)  “Intellectual Property Rights” means copyright (including moral rights), patent, registered design, design right, trade mark, service mark, trade name, trade secret, confidential information, or other intellectual property right or proprietary right or any right similar or analogous to any of the foregoing, whether or not registered and whether or not registrable, or any right or interest of any kind arising out of or created in respect of any of the foregoing or any right to bring an action for passing off or any similar or analogous proceeding.

(t)  “Law” includes all treaties, statutes, enactments, acts of legislature or parliament, laws, codes, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders, decisions, decrees of any Governmental Authority, statutory authority, tribunal, board, court or recognised stock exchange and Governmental Approvals;

(u)  “Losses” includes all losses, claims, demands, liabilities, obligations, fines, expenses, royalties, Litigation, deficiencies, costs, and damages (whether direct, indirect, general, special, absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys’ and accountants’ fees and disbursements;

(v)  “LCO” is a local cable operator providing cable service through a cable television network and is engaged in the business of transmitting, streaming and distributing one or more audio, video or data signals, communication signals, inputs, signals/feed/content which are received or acquired from the MSO to the last mile subscriber/connections through its network of coaxial cable through the sky / ground or the conditional access system in the Territory as may be permissible under the applicable laws from time to time or otherwise controls or is responsible for the management and operation of a cable television network;

(w)  “Permitted Device” shall mean a television set installed in Your household which is used for Your personal viewing and is not being utilized on a commercial basis and/or any place of any commerce or Commercial Establishment;

(x)  “Person” shall mean and include an individual, group of persons, public or body corporate, firm or any organization or body, as the case may be;

(y)  “Personal Use” shall mean the personal, private viewing of the VOD Content and shall not include non-theatrical exhibition, any viewing or exhibition for which (or in a venue in which) an admission, access or viewing fee is charged, or any other public exhibition or viewing at any Commercial Establishment.

(z)  “Registered Telephone Number” shall mean Your telephone phone number in India as indicated on the CAF.

(aa)  “Service” shall mean the service of transmission of VOD Content being provided hereunder by the LCO to You as per these Terms and the Subscription Contract;

(bb)  “set top box” of “STB” means a device, branded by [?] and which when connected to a Permitted Device allows You to receive in descrambled / decrypted form of the VOD Content transmitted by the LCO as per the terms hereof;

(cc)  “Subscriber” shall mean the person, who have subscribed to receive the streaming / provisioning of the VOD Content from the LCO on a paid subscription basis at a place indicated by him to the LCO, without further transmitting it to any other Person;

(dd)  “Subscription Period” means the period for which the Subscriber is entitled to avail the Service and access and view the VOD Content, upon usage of the Recharge Voucher;

(ee)  “Subscriber Account” means the account generated upon the availment of Subscription by the Subscriber under these Terms;

(ff)  “Subscriber ID” means the code provided to You upon Your CAF having been processed and the Service having been activated for usage;

(gg)  “Subscription Contract” means this contract together with these Terms and Conditions including the Warranty terms and conditions, the CAF as modified and amended by Us from time to time.

(hh)  “Tax Return” means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

(ii)  “Tax” or “Taxation” means any central, federal, state, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, share capital, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, transaction, documentary, recording, listing, stamp, premium, excise, customs, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, or similar tax, duty, fee, contribution, levy, impost, assessment or other governmental charge or deficiencies thereof (including all interests, surcharges, fines and penalties thereon and additions thereto) due, payable, levied, imposed upon or claimed to be owed;

(jj)  “Territory” shall mean the geographical limits of Mumbai;

(kk)  “QEL” shall mean Qwik Entertainment India Limited and its successors and its assigns; and

(ll)  “We, Us, Our or LCO” shall mean LCO and its successors and assigns.

(mm)  “You” or “Your” means and refers the Subscriber.

1.2.  In these Terms, unless the context requires otherwise:

i.    the headings are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms;

ii.    references to one gender shall include all genders;

iii.   any reference to Article, Clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Clause, Schedule or Exhibit of these Terms;

iv.   Any reference in these Terms to any statute or statutory provisions shall be construed as including a reference to that statute or statutory provision as from time to time amended modified extended or re-enacted whether before or after the Effective Date and all statutory instruments, orders and regulations for the time being made pursuant to it.

v.   Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include body corporate, unincorporated associations and partnerships; and

vi.   the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

2.  PROVISION OF SERVICE

2.1.   The Service is being provided to You by Us. We source the VOD Content from QEL. Accordingly, We are solely responsible for the provision of the Service to You and QEL shall not be in any manner, liable or responsible to you in respect of the Service, the VOD Content or otherwise. QEL shall be entitled to the benefit of these terms and conditions, without any liability or obligations hereunder. These terms and conditions, subject as aforesaid, constitute an agreement between Us and Yourself, and QEL shall, also be entitled to the benefit of these terms.

2.2.   The VOD Content shall be ready for transmission to You with effect from the date of activation of the STB and on terms and conditions contained herein and also contained in the Consumer Charter (a copy of which has been made available to You simultaneously with the CAF) which You hereby unconditionally accept and undertake to abide. The VOD Content shall be accessible to You upon punching the recharge code specified on the Recharge Voucher, on the start up screen for the Service and will, subject to these Terms and the Subscription Contract, continue to be accessible to You for the Subscription Period.

2.3.   You will fill in the Customer Application Form (CAF) in duplicate and submit the CAF to Our representatives. You will and agree to ensure that the information stated in the Customer Application Form (CAF) is and shall continue to be complete, correct and accurate in all respects and You hereby undertake to immediately notify Us of any change thereto. Photo identification and Address proof has also to be submitted along with the CAF, else the same will be treated as an incomplete CAF. We shall return the duplicate copy of the CAF to You duly acknowledged.

2.4.   All incomplete Customer Application Forms shall be rejected and the deficiencies shall be informed to You.

2.5.   We will respond within 2 working days of receipt of application, and inform You of any deficiencies and shortcomings in the CAF submitted by him.

2.6.   In case of technical or operational non feasibility of service at the location requested by You, We will inform You the reasons for the same within 3 working days from the date of receipt of the CAF.

2.7.   Changes in the rates of taxes & Government duties will be informed to Subscribers and passed on to You.

2.8.   We shall not disconnect the Service being provided to You without giving [10] days notice, save and except in circumstances set out in Clause [?] hereunder.

2.9.   You hereby agree to allow Our authorized representatives to enter upon the Installation Address for inspection, installation, removal, replacement and repossession of the Hardware under the Terms hereof. This clause shall survive the termination of the Subscription Contract until all the dues are paid by You and any Hardware to be returned by You is returned to Us being in satisfactory working condition.

2.10.   The Service shall be for Your personal viewing and Your family members only. No assignment of Service shall be valid unless the same is approved in writing by Us. Subscriber shall not allow public viewing or exploit the same tor commercial benefit or otherwise. Breach of this clause will result in termination of Service and You shall also be liable to pay damages.

2.11.   You hereby acknowledge that the Service to view and access the VOD Content is for one Permitted Device only and that You have been fully explained and agree, understand and accept that any unauthorized relay or retransmission of the signal will constitute infringement of copyright of the Content Providers thereof and will in addition to the termination of Service, attract civil and/or criminal liability to You under the applicable Law.

2.12.   You hereby undertake not to use or cause to be used the Service with any other set top box or device other than the STB and/or the STB with any other service or device (other than the Permitted Device) and shall ensure the safety and security of the Hardware from unauthorized use, theft, misuse, damages, loss etc.

2.13.   You hereby undertake that You shall neither by Yourself nor allow any other person to modify, misuse or tamper with the Hardware or to or otherwise remove or replace any part thereof; nor shall use before or after the STB any decoding, receiving, recording device other than one Permitted Device.

2.14.   You hereby undertake not to do or allow any act or thing to be done as a result of which Our rights or the rights of any of the MSO/Distributor/QEL/Content Provider in relation to the Service and/or Hardware or of the Content Providers/distributors/ in relation to the VOD Content, may become restricted, extinguished or otherwise prejudiced thereby or they or any of them may be held or alleged to be in breach of their obligation under any agreement to which they are party or otherwise are so bound.

2.15.   You hereby undertake not to hypothecate, transfer or create or suffer any charge, lien or any onerous liability in respect of the Hardware which is not owned by You.

2.16.   You hereby undertake not to relay, transmit or retransmit or redistribute the signals/service to any Person or connect to any other device for any redistribution purpose.

2.17.   You hereby represent and warrant that the premises at which the Service shall be provided to You by Us, is not a Commercial Establishment and the You will at no time during the period of availing the Service and during the validity of the Subscription Period, commence or carry out or use the premises for any commercial purposes whatsoever.

2.18.   You acknowledge and agree that by taking any actions or allowing any actions to be taken on Your behalf by Your Authorized Representative under this Subscription Contract, including without limitation, accepting the Service and utilizing Recharge Vouchers, You hereby accept to be bound by these Terms and other conditions of this Subscription Contract.

3.  Obligation:

3.1.   You hereby represent and warrant that You have purchased the STB through Authorized Means and the same is in working condition for You to be able to receive the transmission of the VOD Content.

3.2.   Your Account Status shall be viewable by logging into the website with URL [?], with the details of Your Subscription ID.

3.3.   Billing dispute if any will be resolved within 7 days.

3.4.   We reserve the right to vary the prices for the Service at any time and from time to time. Please refer to the Helpdesk for current pricing information and for other information regarding the Service.

3.5.   Recharge Vouchers once logged into the Service shall only remain valid for the Subscription Period, post expiry of which You will cease to have access and view the VOD Content. Further, each Recharge Voucher shall remain valid for only [ ] months from the date of its issue (or such other period as deemed fit by QEL), which issue date shall be specified in each Recharge Voucher.

3.6.   Unless otherwise specified by Us, You are responsible and liable for payment of all taxes, duties, levies and charges imposed by or under any Law in connection with the Service.

3.7.   We shall be entitled to recover all the applicable Tax from You and You agree and undertake to make all payments of all required Taxes and as specified by Us in connection with the Service including without limitation, the entertainment tax and all local taxes and other taxes (whether in force as of date of CAF or thereafter) as may be liable to be paid at any time and from time to time during the term of this Subscription Contract.

4.  Installation:

4.1.   Installation will take place at a mutually convenient time and We will make reasonable efforts to arrange for an Engineer to perform Installation on the time and date requested by You.

4.2.   You shall be solely responsible for resolving / addressing any and all third party objections to the Installation at the Address. You must ensure that We can safely access the Address and any common (or third party) property and carry out the installation in a safe and peaceful manner. Installation at the Address is subject to Your fulfilment of the requirements of this clause.

4.3.   Installation at the Address will be carried out only in the presence of You or Your Authorised Representative. We may require You to furnish a copy of valid age and address via a photo identification proof (i.e. Voter ID, Ration Card, Passport, Driver’s License, Adhaar Card) and any other necessary documents as may be required for Know Your Customer compliance at the time of Installation. You hereby agree to the disclosure of any such information with Our distributors, Content Providers etc. and with any Governmental Authorities as may be required under the applicable Law.

4.4.   You shall be not be required to pay any charges for the installation of the Hardware and the Service at Your premises, provided You have purchased from Us the Recharge Voucher for the Service. Provided further that We shall be entitled to modify amend the foregoing and require You to make payment of any charges at any time in this regard and You hereby agree and undertake to forthwith make such payment to Us as in when demanded from You.

4.5.   By fixing the date and time of Installation and submitting a signed CAF, You indicate that You agree with the drilling, cabling and other work involved in the Installation.

4.6.   You are responsible for the cost of any authorized third party services and materials that may be necessary in connection with the Installation (for example, plumber or electrician). We will inform You in advance if those services are required. We are not responsible for actions of any such third party.

4.7.   In the event You wish to change the Installation Address, or reschedule the installation time, You will inform Us directly or by contacting the Helpline at least [forty eight (48) hours] prior to the scheduled Installation.

4.8.   We shall not be liable to You in any manner whatsoever if the Installation has not been performed or cannot be performed because: (i) any necessary permission(s) / authorization(s) have not been obtained or are withdrawn; or (ii) You or Your Authorized Representative are not present at the appointed time; or (iii) You have failed to furnish a valid age and address photo identification proof or any other necessary documents as may be required; or (iv) of a lack of authorized third-party services and materials required for Installation; or (v) of any other force majeure event.

4.9.   We will consult with You on matters regarding Installation. However, considering our expertise in this matter, we shall be the decision making authority on all Installation matters.

5.  Set Top Box:

5.1.   The Hardware will at all times remain Our property.

5.2.   If the STB is lost, stolen or damaged, You must contact Us immediately.

5.3.   You must not allow anyone else to otherwise tamper with or use the STB or any Hardware in any manner We do not specifically authorise.

5.4.   You must allow Us to update the software on the STB by sending signals to it.

5.5.   We will deactivate the STB if it is necessary to protect the security of Our system or any other part of the Service or if We believe in our sole opinion that You are using the STB in ways which are not authorised, or where We otherwise believe it is required to do so.

5.6.   You may use the STB only in the manner prescribed in this Subscription Contract. You cannot use the STB in any manner or for any purpose not specifically prescribed herein.

5.7.   You must not allow any other person or entity to use the Hardware and / or the Hardware, in any manner and for any purpose whatsoever.

5.8.   We may disable or alter remotely certain functions of Your STB so as to prevent You from copying certain channels or programs that we are bound by law or contract to prevent.

6.  Hardware:

6.1.   Post Installation, We do not assure that the Hardware will be fault free and any external damage or tampering with the same is Your responsibility.

6.2.   You must keep Hardware in good and useable condition at all times (fair wear and tear expected) until returned to or collected by Us.

6.3.   You agree that We may, at any time after deactivation of the Service, remove the Hardware from the Address.

6.4.   Only We can authorise the installation, removal, repair or maintenance of the Hardware.

6.5.   You must not remove any marking that identifies the Hardware as belonging to Us.

6.6.   All Hardware will at all times remain Our property and its ownership cannot be transferred. The Hardware cannot be moved from the Address without Our prior written consent, for any purpose whatsoever.

6.7.   You acknowledge that the Hardware has been provided to you on an entrustment basis only to avail of the Service during the validity of the Subscription Contract. We reserve the right to repossess the Hardware and/or claim damages from you for any loss or damage to the Hardware or in the event of Your failure to return the Hardware within the specified time frame.

7.  Suspensions/Termination of Service:

7.1.   The terms will commence from the date of installation of the Hardware and shall remain in full force and effect unless terminated under the Terms.

7.2.   A 10 day notice period will be given if We choose to discontinue providing the Service.

7.3.   The Service may be discontinued in the event You relocate from the existing premises where the Service and the STB is installed to any other premises within the Territory. You will not be entitled to any refund in the event of any termination of Service on account of the foregoing.

7.4.   You shall not be entitled for any temporarily discontinuation of the Service.

7.5.   Notwithstanding the aforesaid, the Service shall be liable to be terminated or suspended at Our sole option or of concerned Distributor either wholly or partly, upon occurrence of any of the following events i.e.

(a)  if You commit a payment default;

(b)  in case of breach of any terms of these Terms or terms of the Subscription Contract by You;

(c)  if You are declared bankrupt, or insolvency proceedings have been initiated against You;

(d)  in order to comply with the applicable Laws, notifications, directions and Regulations of any statutory or regulatory bodies;

(e)  if the broadcaster/ Content Providers of VOD Content suspend or discontinue to transmit any VOD Content for any reason whatsoever, or the agreement between the broadcasters/ Content Provider/s and Us is terminated or suspended;

(f)  if you permit or allow the viewing of Content certified for adult viewing by minor/s;

(g)  use the Service or the Hardware or related facilities for transmitting objectionable content, messages or communications or for antinational activities;

(h)  if the STB or the Hardware provided to You under this Subscription Contract is found outside the territory of India; or in the possession of any third person / entity other than Your Authorised Representative; or is being used in a manner or for a purpose not prescribed, authorised or permitted hereunder;

(i)  any other matter in Our reasonable opinion requiring the termination or suspension of the Service.

7.6.   If You breach the provisions of this Subscription Contract You agree that:

(a)   We or any affected party may prosecute violations of the foregoing against You and other responsible parties in any court of competent jurisdiction and under any applicable laws;

(a)   We may prevent You from carrying on any such unauthorised activities by any means available under applicable law, including preventing You from receiving the Service; and

(a)   for any act committed by You in relation to the Service amounting to an offence under copyright and / or any other law, You shall pay Us such amount(s) as directed by Us which shall not be less than Rupees [?] Only for every day during which such offence/s continue in respect of each offence. We shall also be entitled to take such action as We deem appropriate to curb such acts, including deactivation and / or cancellation of Your Service and avail of other civil and criminal remedies as provided under the law.

7.7.   The Service may be restored upon receipt of all the dues, advance subscription or deposit, reconnection charges (if payable) and any other amount payable under the Terms and on such other terms and condition as may be in force. If the Service was suspended due to Your default, You shall also pay the amount for the disconnected period as if the Service had continued.

8.  Anti-Piracy Measures:

8.1.   Notwithstanding anything contained in this Subscription Contract, We shall be entitled, at all times, to employ such measures for the detection of piracy and / or other unlawful activities with respect to the Service as We deem fit, including but not limited to, fingerprinting or any other mechanism or system deployed by Us and / or third parties authorised by Us for the purpose

8.2.   Your usage of the Services shall be closely monitored for activities resulting in a breach of the terms of this contract and / or the intellectual property rights of any party and / or violation of any law. In the event of a suspicion / detection of misuse by You of the Service, We shall be entitled to take such action as We deem appropriate to curb such misuse, including deactivation and / or cancellation of Your Service and other civil and criminal sanctions as provided under the law.

8.3.   We shall not be liable to You for any bona fide action (including deactivation and / or cancellation) taken by Us to protect the intellectual property rights of any party and / or check other unlawful activities in relation to the Service, even if such action is based on information whether generated by Us or provided to Us by authorised third party/ies) which is later proved to be incorrect.

9.  Redressal of Complaints:

9.1.   You can log in your complaint on the Toll Free No. [?] or with the directly with Us. The Customer Care No. is available from [?] hours to [?] hours all day of the week.

9.2.   Alternatively you can log in a complaint online on the website [?] or through your registered Mobile No.

9.3.   For each complaint received by Us you will be assigned a Docket No. and you can monitor the same through our “Web Based Complaint Monitoring System”.

9.4.   Each complaint will be attended within 8 hours. However complaints received during night time will be attended on the next day. Ninety percent of No Signal complaints will be attended within 24 hours of receipt of such complaint.

9.5.   For more details relating to the redressal of your complaints please see Consumer Charter which has been provided to you.

9.6.   You agree that the complaint may be resolved by Us directly or any of Our authorized representatives including without limitation, QEL, who shall be entitled to access the Installation Premises and seek any assistance from You as may be required to resolve the complaint placed by You.

10.  Intellectual Property:

10.1.   You acknowledge that the proprietary right, title, interest in the business of supply of VOD Content and all parts and interests associated thereof, and in all Intellectual Property Rights, names, logo, trademarks and service marks associated with the VOD Content (as the case may be) (“Marks”) used for carrying of such business, including any goodwill or other value generated in connection with the use of the Marks in the Territory are and shall at all times, be solely owned by the LCO / MSO / QEL / Content Providers or Distributors (as the case may be).

10.2.   You hereby agree not to:

(a)   make any modifications to the VOD Content or make any unauthorized use of the same;

(b)   alter, remove or tamper with any trademarks, numbers, or other means of identification used on or in relation to the VOD Content;

(c)   use any of the Marks in any way that might prejudice their distinctiveness or validity or the goodwill of the owners/ users of the Marks in them;

(d)   use in the Territory any trade marks or trade names so resembling any trade mark or trade names similar to the Marks or likely to cause confusion or deception.

10.3.   You will have no rights in respect of the Marks and/or any trade names or trade marks used in relation to the VOD Content or the goodwill associated with them.

11.  Force Majeure:

11.1.   If at any time during the continuance of Service, the Service is interrupted, discontinued either whole or in part, by reason of war, warlike situation, civil commotion, theft, wilful destruction, terrorist attack, sabotage, fire, flood, earthquake, riots, explosion, epidemic, quarantine strikes, lockout, compliance with any acts or directions of any judicial statutory or regulatory authority or any other Acts of God, or if any part of the VOD Content is discontinued or ceased to be provided due to any technical or system failure at any stage or for any other reasons beyond Our reasonable control, You will not have any claim for any loss or damages against Us or MSO or any Content Provider/broadcaster responsible for the transmission of the VOD Content for the purposes of running the Service.

12.  Disclaimer:

12.1.   We will make reasonable efforts to render uninterrupted service of You and make no representation and warranty other than those set forth in these Terms and hereby expressly declaim all other warranties express or implied, including but not limited to any implied or merchant liability or fitness for particular purpose.

13.  Limitation of Liability:

13.1.  We, the MSO, Distributors and the Content Providers and the employees thereof shall be not liable to You or to any other person for all or any indirect, special, incidental or consequential damage arising out of or in connection with the provision of the Service or inability to provide the same whether or not due to suspension, interruption or termination of the service or for any inconvenience, disappointment due to deprival of any content or information whether attributable to any negligent act or omission or otherwise. Provided however Our maximum liability or of the Distributor or the MSO (if any) for any actual or alleged breach shall not exceed the subscription paid in advance for such duration of Service, for which You had paid in advance but was deprived due to such breach.

13.2.  We reserve the right, without any liability whatsoever to You, to interrupt, suspend, deactivate, cancel, modify or refuse to provide the Service or any part of the Service, (i) if We determine, in Our discretion, it is necessary under any Law; (ii) due to a failure or degradation of any facilities, equipment or systems used to provide the Service; (iii) to combat any acts of piracy, fraud or misuse of the Service; (iv) due to any act beyond Our control; and (v) for any legitimate business purpose. In the event of an interruption, suspension or deactivation of the Service, We may, in Our discretion, reactivate the Service subject to any conditions that We may require from time to time.

14.  Indemnity:

14.1.  You hereby indemnify and hold harmless the LCO, MSO, Distributors and the Content Providers and the respective officers, employees and agents from all the Losses (direct and indirect), claims, demand, suits, proceedings, damages, costs, expenses, liabilities (including, without limitation reasonable legal fees) which arise out of or relate to any acts or omissions by You, including any (i) breach of these Terms by You; (ii) use and misuse of the Service or for non-observance of the Terms by You.

14.2.  You shall indemnify and hold harmless Us, Our affiliates, contractors, distributors and the respective officers, employees and agents of the foregoing against any and all claims, lawsuits, demands, actions, costs, liabilities, judgments, losses, damages and expenses (including legal expenses of a lawyer) which arise out of or relate to any acts or omissions by You, including any breach by You of the Subscription Contract or the use or misuse of the Service by You or anyone using Your Subscriber Account.

15.  Data Protection:

15.1.   The personal data provided by You in the CAF will be kept secure and will be used only by Our authorized agencies to make contact with You for relevant information about Our products, services and offers and for market research purposes. We may use or share group viewing patterns of Our Subscriber base with government agencies, if required by law, or for the purposes of product development, research, strategic, financial or other business decisions.

16.  Change In The Terms And Conditions Of The Subscription Contract:

16.1.   Based on regulatory, commercial, consumer related or other factors, the Terms and conditions of this Subscription Contract are liable to be modified / revised at any point of time by Us without any separate notice to You. The revised Subscription Contract shall be notified on the website i.e. [?], as and when any revision is applicable. You are advised to kindly refer to the website for the latest version applicable at any point of time. You shall be bound by all such revisions.

17.  Notice:

17.1.   Notice at the Installation Address shall be deemed to be sufficient and binding on You.

18.  Jurisdiction:

18.1.  All disputes and differences with respect to these Terms between You and the LCO shall be subject only to the jurisdiction of the courts at Mumbai.

19.  Miscellaneous:

19.1.  If any of the provisions of these Terms becomes or is declares illegal, invalid or unenforceable for any reason, the other provisions shall remain in full force and effect and no failure or delay to exercise any right or remedy hereunder shall be construed or operate as a waiver thereof. Terms may be amended by the authority from time to time and shall be binding on all.