This Software as a Service Agreement (this “Agreement”) is a legally binding contract between Seagull Venture Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 1st Floor, Plot No. 9, Rohit Nagar, Bawadiya Kalan, Gulmohar Colony, Bhopal, Madhya Pradesh 462039, being the owner and operator of mojonetwork.in (the “Company”, “we”, “our” or “us”), and you, the entity or individual registering for the Service (the “Client”, “you” or “your”).
By accessing, registering for, subscribing to or using the Platform, by clicking to accept this Agreement, or by continuing to use the Service after being notified of a revision to it, you confirm that you have read and understood this Agreement and agree to be bound by it. If you do not agree, you must not access or use the Platform.
If you are entering into this Agreement on behalf of a company, firm, trust, society or other legal entity, you represent that you are duly authorised to bind that entity, and references to “Client” mean that entity.
This Agreement incorporates by reference the Terms and Conditions, the Privacy Policy, the Advertising and Monetisation Policy, the Grievance Redressal Policy, the Content Responsibility and Licensing Policy, and the Schedules annexed hereto, each as published at www.mojonetwork.in and as amended from time to time (together, the “Policies”).
A. Nature of the relationship
The Client is the publisher of its news portal. The Company is a technology and infrastructure provider. Nothing in this Agreement makes the Company the publisher, editor, owner or proprietor of the Client's news portal or of any Content published on it, and nothing creates a partnership, joint venture, agency, franchise or employment relationship between the parties. Each party acts as an independent contractor.
B. Regulatory characterisation
The parties record their common understanding that, in respect of the Client's news portal, the Client is the publisher of news and current affairs content for the purposes of Part III of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Company acts as an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. This characterisation is the basis on which the Service is priced and provided, and each party shall conduct itself consistently with it.
1.1 In this Agreement, unless the context requires otherwise, the following terms have the meanings set out below.
Acceptable Use Policy: the rules on permitted and prohibited use of the Platform set out in Schedule B.
Authorised Personnel: collectively the Client's Editors, Moderators, Sub-Reporters and any other person to whom the Client grants access to its instance of the Platform.
Client Content: all Content created, uploaded, published, syndicated, commissioned or otherwise made available on the Client's news portal by the Client or its Authorised Personnel or Users, including Insourced Content.
Content: all text, articles, headlines, images, photographs, graphics, audio, video, bulletins, reels, short-form video, User comments, advertisements and any other material published, transmitted or displayed on or through the Client's news portal.
Data Protection Law: the Digital Personal Data Protection Act, 2023 and the rules made under it, the Information Technology Act, 2000 and the rules made under it, and any other applicable Indian law governing the processing of personal data, each as amended from time to time.
Editor: an individual authorised by the Client to create, edit, publish and manage Content on the Client's news portal.
Fees: the subscription charges, usage charges and any other amounts payable by the Client for the Service, as set out in the Plan selected by the Client and in Schedule E.
Insourced Content: Content procured, licensed, reproduced, syndicated or otherwise sourced by the Client from any third party, including through syndicated feeds, wire services, contributors and stringers.
Moderator: an individual authorised by the Client to oversee, review and manage User-generated and reporter-submitted Content, and to ensure that Content published on the Client's news portal complies with the Client's editorial guidelines, the Acceptable Use Policy and applicable law.
Plan: the subscription tier selected by the Client, as described in Schedule A.
Platform: the mojonetwork.in News Portal as a Service (NPSaaS) offering, including all associated software, hosting, content management tools, uploader applications, artificial intelligence features, dashboards, analytics, application programming interfaces and documentation.
Service: the provision to the Client of a licence to access and use an instance of the Platform for the creation, management, distribution and operation of a digital news portal, together with the support and ancillary services described in this Agreement.
Sub-Reporter: an individual account created by the Client under its instance for the purpose of filing Content, subject to the seat limits of the Client's Plan.
Third-Party Services: external platforms, services and application programming interfaces integrated with or made available through the Platform, including but not limited to Meta (Facebook and Instagram), Google (including Analytics, Search and advertising products), YouTube, X, WhatsApp, Telegram, payment gateways and syndicated content feeds.
User: any individual who visits, reads, comments on or otherwise interacts with the Client's news portal.
1.2 Interpretation
1.2.1 Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. References to a statute include any subordinate legislation made under it and any statutory modification or re-enactment of it.
1.2.2 The words “including”, “in particular” and “for example” are illustrative and do not limit the generality of the words preceding them.
1.2.3 In the event of conflict, the order of precedence is: (a) this Agreement; (b) the Schedules; (c) the Policies; and (d) any order form, quotation or plan description. A Schedule prevails over the body of this Agreement only where it expressly states that it does.
2.1 Subject to the Client's continued compliance with this Agreement and payment of the applicable Fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use one instance of the Platform for the term of this Agreement, solely for the operation of the Client's own digital news portal.
2.2 The Service is provided on a multi-tenant basis. The features, seat limits, storage, bandwidth, support levels and other entitlements available to the Client are determined by the Client's Plan, as set out in Schedule A.
2.3 The Company will use commercially reasonable efforts to make the Service available in accordance with the service levels in Schedule A, excluding scheduled maintenance, emergency maintenance, suspension permitted under this Agreement and events of Force Majeure.
2.4 The Company may modify, enhance, add to or discontinue features of the Platform from time to time. The Company will give the Client reasonable prior notice of any change that materially reduces the core functionality of the Plan the Client is subscribed to, and will not do so with less than thirty (30) days notice except where required by law, by a regulator, by a Third-Party Service or for reasons of security.
2.5 The Client shall not, and shall not permit any person to: (a) copy, modify, reverse engineer, decompile or create derivative works of the Platform; (b) resell, sublicense, lease, timeshare or otherwise make the Service available to any third party except as expressly permitted; (c) operate more than one news portal on a single instance without a separate subscription; (d) circumvent seat limits, usage limits or technical restrictions; (e) use automated means to scrape, crawl or extract data from the Platform other than through interfaces the Company provides for that purpose; or (f) use the Service to build a competing product.
2.6 Each additional news portal operated by the Client requires a separate subscription and constitutes a separate instance for the purposes of this Agreement.
3.1 To be eligible for the Service, the Client must: (a) be at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872; (b) where registering on behalf of an entity, be duly authorised to do so; (c) hold all licences, registrations, permissions and approvals required under Indian law to publish news and current affairs content, to the extent applicable to the Client's operations; and (d) comply with all applicable central, state and local laws.
3.2 The Client shall provide accurate, complete and current registration information, including a verified mobile number, a valid email address, and such identity and address verification documents as the Company may reasonably require. The Client shall keep this information updated at all times.
3.3 The Company may verify the Client's identity, credentials and eligibility at any time, and may suspend or refuse the Service where verification fails, where information provided is found to be false, or where the Company is required to do so by law or by a competent authority.
3.4 The Client is responsible for maintaining the confidentiality of its login credentials and for all activity occurring under its account. The Client shall notify the Company without undue delay on becoming aware of any unauthorised access to or use of its account.
4.1 The Client may grant access to its instance to Editors, Moderators and Sub-Reporters, subject to the seat limits set out in Schedule A. Access is personal to each individual and login credentials shall not be shared.
4.2 The Client is fully responsible for the acts and omissions of all its Authorised Personnel as if they were the acts and omissions of the Client. This includes Content filed by Sub-Reporters, whether or not the Client reviewed it before publication.
4.3 The Client, as publisher, determines its own editorial workflow, including whether Content filed by a Sub-Reporter is published directly or is cleared by the Client before publication. The Company neither imposes nor operates any approval workflow. The Client shall: (a) decide and communicate that workflow to its Authorised Personnel; (b) frame and enforce written editorial guidelines consistent with this Agreement, Schedule B and applicable law; (c) ensure that all Authorised Personnel are informed of and bound by those guidelines; and (d) promptly revoke access on cessation of a person's engagement. Editorial and legal responsibility for all Content rests with the Client irrespective of the workflow it adopts.
4.4 Where the Client enables User comments or other User-generated content on its portal, the Client shall moderate that content and shall not permit unmoderated User submissions to be published as editorial Content.
4.5 The Company may, at its discretion, suspend an individual Authorised Personnel account that is implicated in a breach of this Agreement, without suspending the Client's instance.
5.1 The Company shall provide support in accordance with the response times and support channels applicable to the Client's Plan, as set out in Schedule A.
5.2 Scheduled maintenance will ordinarily be carried out during low-traffic hours, and the Company will endeavour to give at least twenty-four (24) hours notice by email or dashboard notification. Emergency maintenance may be carried out without notice where required to preserve the security, integrity or availability of the Platform.
5.3 Support does not include: (a) editorial services, fact-checking, verification or legal vetting of Content; (b) rectification of faults caused by the Client's own equipment, connectivity, or third-party software; (c) work arising from the Client's misuse of the Platform; or (d) custom development, unless separately agreed in writing.
5.4 Uptime commitments, where stated in Schedule A, are measured on a calendar-month basis and exclude scheduled maintenance, Force Majeure, failures of Third-Party Services, and periods of suspension permitted under this Agreement. The remedies stated in Schedule A are the Client's sole and exclusive remedy for failure to meet a service level.
6.1 The Client's news portal is hosted on infrastructure procured and managed by the Company. Data is stored on servers located in India, save where a Third-Party Service integrated at the Client's election processes data outside India.
6.2 Where the Client uses a custom domain, the Client is the registrant and owner of that domain. The Company will assist with domain mapping, DNS configuration, SSL provisioning and server integration. Where the Company procures or renews a domain on the Client's behalf, it does so as the Client's agent and the Client shall reimburse the cost.
6.3 Where the Client's Plan provides a subdomain of a Company-owned domain, that subdomain remains the property of the Company, is licensed to the Client for the term only, and does not transfer on termination.
6.4 Storage and bandwidth allocations are as stated in Schedule A. The Company will notify the Client on approaching an allocation limit and may, on notice, throttle service, charge for overage at the rates in Schedule E, or require an upgrade.
6.5 The Company maintains routine backups of the Platform for its own operational continuity. Those backups are not a substitute for the Client's own records, and the Company gives no warranty as to the recoverability of any individual item of Client Content.
7.1 The Client exercises sole and complete editorial control over its news portal. The Company does not review, approve, verify, edit or endorse Client Content before publication, and has no obligation to monitor it.
7.2 The Client is solely and entirely responsible for all Client Content, including: (a) Content created by its Editors, Moderators and Sub-Reporters; (b) User-generated Content, including comments; (c) Insourced Content; (d) Content generated or refined with the assistance of the artificial intelligence features described in Clause 10; and (e) Content published or distributed to external platforms through integrated Third-Party Services and application programming interfaces.
7.3 The Client warrants that it holds all rights, consents, licences and permissions necessary to publish Client Content, and that publication does not infringe the rights of any person or contravene any law.
7.4 The Client shall ensure that all Insourced Content is correctly attributed to its original source and is used within the limits of any applicable licence or of fair dealing under Section 52 of the Copyright Act, 1957. The Company bears no liability for the accuracy, originality or legality of Insourced Content.
7.5 The Client shall clearly and conspicuously label advertorial, sponsored, promotional and paid Content as such, and shall not publish paid Content disguised as independent editorial coverage. The Client shall observe the norms on paid news issued by the Press Council of India.
7.6 The Client shall maintain accurate records of the source, authorship and date of publication of Client Content, and shall retain them for the period required under applicable law, and in any event for not less than the period specified in Rule 18 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 where that Rule applies to the Client.
7.7 The Client shall issue corrections, clarifications and retractions promptly and with prominence proportionate to the original publication, where Content is found to be inaccurate.
8.1 General
8.1.1 The Client shall comply with all laws applicable to the publication of news and current affairs content in India, including the Information Technology Act, 2000 and the rules made under it, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Bharatiya Nyaya Sanhita, 2023, the Copyright Act, 1957, the Consumer Protection Act, 2019 and the rules and guidelines made under it, the Cable Television Networks (Regulation) Act, 1995 where applicable, the Representation of the People Act, 1951, the Press and Registration of Periodicals Act, 2023 where applicable, and Data Protection Law.
8.2 Digital Media Ethics Code
8.2.1 The Client acknowledges that, as a publisher of news and current affairs content, it may be subject to Part III of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, including the Code of Ethics, the three-tier grievance redressal structure, and the requirement to furnish information to the Ministry of Information and Broadcasting.
8.2.2 The Client shall observe the Norms of Journalistic Conduct of the Press Council of India and the Programme Code under the Cable Television Networks (Regulation) Act, 1995, to the extent applicable to the Content it publishes.
8.2.3 The Client shall appoint and publish on its news portal the details of a Grievance Officer based in India, shall acknowledge every grievance within twenty-four (24) hours and dispose of it within fifteen (15) days of receipt, and shall maintain a record of grievances received and their disposal. Where the Client's Plan includes a dedicated grievance email facility, the Client shall use it for this purpose and shall monitor it.
8.2.4 The Client shall register with, and self-classify to, such bodies and mechanisms as the applicable rules require of it, and shall furnish to the Company on request evidence of such registration.
8.3 Takedown and directions from authorities
8.3.1 On receipt of actual knowledge in the form of a court order or a notification by an appropriate government agency, the Client shall remove or disable access to the offending Content within thirty-six (36) hours, and shall inform the Company of the order or notification without delay.
8.3.2 Where a complaint concerns Content that exposes the private area of an individual, shows an individual in full or partial nudity, depicts an individual in a sexual act, or is in the nature of impersonation including artificially morphed images, the Client shall remove or disable access to it within twenty-four (24) hours of receipt of the complaint.
8.3.3 The Company may itself remove or disable access to Content, or suspend the Client's instance, where it receives such an order, notification or complaint and the Client has not acted within the applicable period, or where immediate action is necessary to comply with law or to protect the Platform. The Company shall inform the Client of any such action as soon as reasonably practicable.
8.3.4 The Company may disclose Client information and Content to law enforcement, courts, regulators and government agencies where required by law or by a lawfully issued direction, and shall, where permitted, notify the Client.
8.4 Elections
8.4.1 During any election period, the Client shall comply with the Model Code of Conduct, Section 126 of the Representation of the People Act, 1951 including the prohibition on displaying election matter during the silence period, and the requirements for pre-certification of political advertisements by the competent Media Certification and Monitoring Committee.
8.4.2 The Client shall not publish exit poll results in contravention of Section 126A of the Representation of the People Act, 1951, and shall clearly disclose the sponsor of any political advertisement.
8.5 Advertising standards
8.5.1 All advertising published on the Client's news portal shall comply with the Code for Self-Regulation of Advertising Content in India issued by the Advertising Standards Council of India, the Consumer Protection Act, 2019, and the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, including the requirement to disclose material connections in endorsements.
8.5.2 The Client shall not publish advertisements that are prohibited by law, including surrogate advertising for products whose direct advertisement is prohibited, advertisements relating to prenatal sex determination, and advertisements contravening the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954.
9.1 The Client, its Authorised Personnel and its Users shall not publish, display, transmit, host or link to any Content that is prohibited under Schedule B, which includes Content that: constitutes fake news, misinformation or manipulated media; is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, insulting or harassing on the basis of gender, or otherwise unlawful; is hateful, racially or ethnically objectionable, caste-sensitive, or promotes enmity between groups; incites violence or an offence; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order; infringes any patent, trademark, copyright or other proprietary right; impersonates another person; contains software viruses or harmful code; relates to or encourages money laundering or gambling in contravention of law; or is harmful to a child.
9.2 The Client shall not use the Platform to send unsolicited bulk communications, to conduct any activity in contravention of the Telecom Commercial Communications Customer Preference Regulations, or in a manner that violates the terms of any Third-Party Service.
9.3 A breach of this Clause 9 or of Schedule B is a material breach of this Agreement. The Company may, without prejudice to its other rights, remove the offending Content, suspend the Client's instance with or without notice, and terminate this Agreement.
10.1 The Platform includes artificial intelligence features that assist the Client with language refinement, structuring, headline and summary suggestion, tagging, categorisation, translation, search and answer engine optimisation, and bulletin assembly, in each case as available on the Client's Plan.
10.2 These features are designed for the enhancement of Content authored or sourced by the Client. They are not intended for, and the Client shall not use them for, the generation of news reports of facts, events, quotations or attributions that the Client has not itself verified.
10.3 Output produced with the assistance of artificial intelligence features is Client Content in all respects. The Client shall review and verify all such output before publication and remains solely responsible for its accuracy, originality and legality.
10.4 The Company gives no warranty that artificial intelligence output will be accurate, complete, free of bias, original, or suitable for publication, and gives no warranty as to how any search engine, social platform or answer engine will treat such Content.
10.5 The Company shall not use Client Content to train generative artificial intelligence models for the benefit of third parties without the Client's prior written consent. The Company may use aggregated and de-identified usage data, from which the Client and any individual cannot reasonably be identified, to operate, secure and improve the Platform.
11.1 The Platform integrates with Third-Party Services. The Client's use of any integration is subject to the terms, policies and eligibility requirements of the relevant provider, and the Client is responsible for obtaining and maintaining any account required.
11.2 The Company is not liable for any act, omission, change, downtime, restriction, suspension, policy change, pricing change or discontinuation by any Third-Party Service, and does not guarantee the continued availability of any integration.
11.3 Where the Company makes syndicated or aggregated feeds available, it does so on the basis that such feeds are drawn from sources the Company reasonably believes to be authorised. The Client shall use such feeds strictly in accordance with any attribution, embargo, editing and usage conditions notified by the Company, and shall not represent syndicated Content as its own original reporting.
11.4 The Company may withdraw any feed or integration at any time, including where the source withdraws permission or where continued use would create a legal risk.
11.5 Where the Client connects advertising products such as Google or Meta advertising to its news portal, the Client is the account holder and is responsible for compliance with the policies of those providers and for all consequences of non-compliance, including account restriction or demonetisation.
12.1 The Platform, the Service, the mojonetwork.in brand, and all underlying software, source code, architecture, design, documentation, templates, themes and technology are and remain the exclusive property of the Company and are protected under the Copyright Act, 1957, the Trade Marks Act, 1999 and other applicable laws. No right is granted to the Client except the limited licence expressly stated in Clause 2.
12.2 The Client retains all ownership rights in Client Content and in its own masthead, brand name, logo and trade marks.
12.3 The Client grants the Company a worldwide, non-exclusive, royalty-free licence, for the term of this Agreement, to host, store, reproduce, format, cache, transmit, distribute and display Client Content, and to syndicate it within the MOJO network and to Third-Party Services at the Client's direction, in each case solely for the purpose of operating, securing and providing the Service.
12.4 The Client grants the Company a limited, revocable licence to use the Client's portal name and logo in the Company's client listings, network media kits, advertiser proposals and marketing materials, solely to describe the composition and reach of the MOJO network. The Client may withdraw this permission by written notice to [email protected], and the Company shall cease such use within thirty (30) days.
12.5 Any feedback, suggestion or improvement proposed by the Client in relation to the Platform may be used by the Company without restriction or obligation.
12.6 The Client shall not remove, obscure or alter any proprietary notice, attribution or credit displayed by the Platform, except where the Client's Plan expressly permits white labelling.
13.1 The Client may sell and publish advertising directly on its own news portal. The Company charges no commission on advertising sold directly by the Client and published on the Client's own portal. All contracting, invoicing, collection, taxation and legal compliance in respect of such advertising is the Client's responsibility.
13.2 The Company operates MOJO Ad Manager, through which corporate, national and multi-portal advertising campaigns are made available to portals on the network. Participation in any such campaign is at the Client's option. The Client may decline any campaign.
13.3 Where the Client opts in to a campaign through Ad Manager, the commercial terms, including the applicable slab rate, the Company's share and the placement, duration and creative specifications, shall be as notified to the Client and accepted by it before the campaign commences. Those terms, once accepted, form part of this Agreement in respect of that campaign.
13.4 The Company shall account for and settle amounts due to the Client in respect of Ad Manager campaigns on the reconciliation and payout cycle set out in the Advertising and Monetisation Policy and Schedule D. Settlement is subject to verification of delivery, deduction of tax at source as required under the Income-tax Act, 1961, and receipt of a valid tax invoice from the Client where applicable.
13.5 The Client shall not: (a) generate artificial traffic, impressions or clicks by any means; (b) place advertising in a manner that misleads Users or conceals its commercial nature; (c) publish competing advertising in a manner that breaches an exclusivity accepted by the Client; or (d) approach an advertiser introduced through Ad Manager to circumvent the Company's commercial terms during the campaign and for a period of ninety (90) days thereafter.
13.6 The Company makes no representation, warranty or guarantee as to the volume, value, frequency or continuity of advertising made available to the Client, or as to any level of revenue or earnings. Any illustration of potential earnings is indicative only and does not form part of this Agreement.
13.7 The Client is responsible for its own income tax, goods and services tax registration and compliance, and for all statutory filings in respect of its revenue.
14.1 The Service is offered on the Plans described in Schedule A. Fees are as set out in Schedule E or in the Plan selected by the Client at the time of subscription.
14.2 All Plans are billed annually in advance. Fees are exclusive of goods and services tax, currently 18%, which is charged in addition. The Client may upgrade or downgrade at any time, and the Company shall apply the change with effect from the date agreed with the Client.
14.3 All Fees are exclusive of goods and services tax and other applicable taxes, cesses and levies, which shall be borne by the Client and paid in addition. The Company shall issue a tax invoice in accordance with the Central Goods and Services Tax Act, 2017.
14.4 Fees are payable in advance for each subscription period. Except where required by law, Fees once paid are non-refundable, including on early termination, on suspension for breach, or where the Client ceases to use the Service. Where a statutory right of refund or cancellation applies, it is not affected by this clause.
14.5 Where the Client pays by standing instruction, e-mandate or auto-debit, the Client authorises recurring debits in accordance with the applicable Reserve Bank of India framework, and may cancel the mandate in the manner notified at the time of registration.
14.6 Amounts not paid when due shall attract interest at [1.5]% per month or the highest rate permitted by law, whichever is lower, calculated from the due date to the date of payment. The Company may suspend the Service where an amount remains unpaid for more than [fifteen (15)] days after the due date, following written reminder.
14.7 The Company may revise Fees on not less than thirty (30) days prior notice. A revision takes effect at the start of the Client's next subscription period. If the Client does not accept the revision, the Client may terminate with effect from that date.
14.8 Where the Client is required to deduct tax at source, it shall do so at the applicable rate, deposit it within the prescribed time, and furnish the certificate under Section 203 of the Income-tax Act, 1961 promptly. The Client shall gross up any deduction made in excess of the applicable rate.
15.1 In respect of personal data of Users collected through the Client's news portal, the Client is the Data Fiduciary and determines the purpose and means of processing. The Company processes such personal data on the Client's behalf as a Data Processor, in accordance with this Agreement and the Client's documented instructions.
15.2 In respect of the Client's own registration, billing and account data, the Company is the Data Fiduciary and processes it in accordance with the Privacy Policy.
15.3 The Client shall: (a) provide Users with the notice required under the Digital Personal Data Protection Act, 2023; (b) obtain and maintain records of valid consent where consent is the basis of processing; (c) respond to requests from Data Principals for access, correction, completion, updating, erasure and grievance redressal; (d) not process the personal data of a child except with verifiable consent of a parent or lawful guardian, and not undertake tracking, behavioural monitoring or targeted advertising directed at children; and (e) comply with all other obligations of a Data Fiduciary.
15.4 The Company shall: (a) process personal data only as necessary to provide the Service and as instructed by the Client; (b) implement reasonable security safeguards; (c) impose equivalent obligations on any sub-processor it engages; (d) assist the Client, at the Client's cost where the assistance is substantial, in responding to Data Principal requests and in meeting the Client's obligations; and (e) on termination, delete or return personal data in accordance with Clause 19.
15.5 Each party shall notify the other without undue delay, and in any event within [seventy-two (72)] hours, on becoming aware of a personal data breach affecting the Service, and shall provide such information and cooperation as the other reasonably requires. The Client is responsible for making any intimation required to the Data Protection Board of India and to affected Data Principals in respect of personal data for which it is the Data Fiduciary.
15.6 Personal data is stored on servers located in India. Where a Third-Party Service selected by the Client processes personal data outside India, the Client is responsible for ensuring that such transfer is permitted under applicable law.
15.7 Further data processing terms are set out in Schedule C, which forms a data processing addendum to this Agreement and prevails over this Clause 15 in the event of conflict.
16.1 Each party shall keep confidential all non-public information of the other party disclosed in connection with this Agreement, including pricing, slab rates, advertiser terms, technical architecture, roadmaps and unpublished editorial plans, and shall not disclose it without the other party's prior written consent.
16.2 This obligation does not apply to information that is or becomes public without breach, was lawfully known to the receiving party before disclosure, is independently developed, or is required to be disclosed by law, by a court or by a regulator, provided the receiving party gives such notice as is lawful and practicable.
16.3 The obligations in this Clause 16 survive termination of this Agreement for a period of three (3) years, and indefinitely in respect of any information constituting a trade secret.
17.1 The Company shall implement and maintain reasonable security practices and procedures consistent with Section 43A of the Information Technology Act, 2000 and the rules made under it, including access controls, encryption in transit, logging and periodic review.
17.2 The Client shall: (a) protect its credentials and enable such additional authentication measures as the Company makes available; (b) promptly revoke access of departed Authorised Personnel; and (c) not introduce malicious code, attempt unauthorised access, or conduct penetration testing or vulnerability scanning against the Platform without the Company's prior written consent.
17.3 The Client shall report any suspected security incident affecting its instance to the Company without undue delay. The parties shall cooperate in the investigation and remediation of any incident, and in making any report required to the Indian Computer Emergency Response Team.
18.1 The Company may suspend the Service or any part of it, in whole or in respect of particular Content or particular Authorised Personnel, where: (a) the Client is in material breach of this Agreement, including Clause 9 and Schedule B; (b) suspension is required by law, by a court, or by a government agency; (c) the Company reasonably believes continued provision would expose either party or any third party to material legal risk or harm; (d) there is a threat to the security or integrity of the Platform; or (e) Fees remain unpaid in accordance with Clause 14.6.
18.2 Except where immediate suspension is necessary, the Company shall give the Client notice and, where the breach is capable of remedy, a reasonable opportunity to remedy it.
18.3 Suspension does not relieve the Client of its obligation to pay Fees for the suspended period where the suspension arises from the Client's breach or non-payment.
18.4 The Company shall restore the Service promptly once the cause of suspension has been remedied to its reasonable satisfaction.
19.1 This Agreement commences on the date the Client first accepts it and continues for the subscription period selected, renewing automatically for successive periods of equal length unless terminated in accordance with this Clause.
19.2 Either party may terminate for convenience by giving not less than thirty (30) days written notice, effective at the end of the then-current subscription period. The Client may also terminate at any time by ceasing all use of the Service and giving written notice, but remains liable for Fees for the then-current period.
19.3 Either party may terminate immediately by written notice where the other: (a) commits a material breach that is incapable of remedy, or fails to remedy a remediable material breach within [fifteen (15)] days of notice; (b) becomes insolvent, or a resolution professional, liquidator or receiver is appointed over it; or (c) ceases to carry on business.
19.4 The Company may terminate immediately, without notice, where the Client's conduct or Content is unlawful, where continued provision would place the Company in breach of law or of a direction from a competent authority, or where the Client repeats a breach previously notified.
19.5 On termination: (a) the Client's right to access the Service ceases; (b) all accrued Fees become immediately due; and (c) the licences granted under Clause 12.3 and 12.4 terminate, save to the extent required for the Company to complete distribution already initiated or to retain records required by law.
19.6 The Company shall, on written request made within thirty (30) days after termination, make available to the Client an export of Client Content in a commonly machine-readable format, and shall provide reasonable assistance with the transfer of the Client's custom domain. The Company may charge its reasonable costs for assistance beyond a standard export. This Clause does not apply where termination is on account of the Client's unlawful conduct and the export would frustrate a legal obligation.
19.7 After the period in Clause 19.6, and subject to any legal retention obligation, the Company may delete Client Content and the Client's instance permanently. The Client is responsible for maintaining its own copies of Content.
19.8 Clauses 7, 12.1, 12.2, 13.5, 14, 15, 16, 19.5 to 19.8, 20, 21, 22, 24 and 25, and any provision that by its nature is intended to survive, shall survive termination.
20.1 Each party represents that it has the capacity and authority to enter into this Agreement and to perform its obligations under it.
20.2 The Client warrants that: (a) it holds all necessary licences and registrations for its publishing activity; (b) Client Content complies with this Agreement and applicable law; (c) it has obtained all consents necessary for the processing of personal data through its news portal; and (d) it will not use the Service for any unlawful purpose.
20.3 Save as expressly stated in this Agreement, the Platform and the Service are provided on an “as is” and “as available” basis, and the Company disclaims all warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or that the Platform will meet the Client's requirements.
20.4 Without limiting Clause 20.3, the Company gives no warranty or guarantee in relation to: search engine rankings, social media reach, answer engine citation, audience numbers, advertising volume, advertising rates, revenue or earnings.
21.1 The Client shall indemnify, defend and hold harmless the Company, its holding, subsidiary and associate companies, and their respective directors, officers, employees and agents, against all claims, demands, proceedings, notices, penalties, fines, liabilities, damages, losses, costs and expenses, including reasonable legal fees on a full indemnity basis, arising out of or in connection with: (a) Client Content, including Insourced Content, User-generated Content and Content published with the assistance of artificial intelligence features; (b) the Client's breach of this Agreement, the Policies or applicable law; (c) any claim of defamation, infringement of intellectual property, invasion of privacy, or breach of Data Protection Law arising from the Client's news portal; (d) any advertising sold or published by the Client; and (e) any act or omission of the Client's Authorised Personnel.
21.2 In the event of any legal claim, notice, proceeding or dispute arising from Client Content or the Client's use of the Platform, the Client shall bear the full financial responsibility for all legal proceedings, penalties, fines and other amounts imposed on the Company.
21.3 The Company shall notify the Client of any claim to which this indemnity applies, and the Client shall have the right to assume the defence with counsel reasonably acceptable to the Company. The Client shall not settle any claim in a manner that imposes an admission, obligation or restriction on the Company without the Company's prior written consent.
21.4 The Company shall indemnify the Client against any claim that the Platform, as provided by the Company and used in accordance with this Agreement, infringes the intellectual property rights of a third party in India. This indemnity does not apply to any claim arising from Client Content, Insourced Content, modifications made by the Client, or use of the Platform in combination with anything not supplied by the Company.
22.1 Nothing in this Agreement limits or excludes liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot be limited or excluded under applicable law.
22.2 Subject to Clause 22.1, neither party shall be liable for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, reputation, anticipated savings or data, however arising, whether or not the possibility of such loss was known.
22.3 Subject to Clause 22.1, the aggregate liability of the Company under or in connection with this Agreement, whether in contract, tort, statute or otherwise, shall not exceed the total Fees actually paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
22.4 The limitations in this Clause 22 do not apply to the Client's obligations under Clause 21 (Indemnity), to amounts payable under Clause 14 (Fees), or to a breach by either party of Clause 16 (Confidentiality).
22.5 The Company is not liable for any loss arising from: the acts or omissions of Third-Party Services; the Client's own editorial decisions; action taken by a search engine, social platform or advertising network in respect of the Client's portal or accounts; or any suspension or termination made in accordance with this Agreement.
23.1 Neither party shall be liable for any failure or delay in performance, other than an obligation to pay money, caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, strike, government action or direction, internet or telecommunications shutdown, failure of a public utility, or failure of a Third-Party Service.
23.2 The affected party shall notify the other as soon as practicable and shall use reasonable efforts to mitigate. If the event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without liability, save for accrued amounts.
24.1 This Agreement is governed by and shall be construed in accordance with the laws of India.
24.2 The parties shall first attempt to resolve any dispute amicably. Either party may issue a written notice of dispute, and senior representatives of both parties shall meet, in person or virtually, within [fifteen (15)] days of that notice.
24.3 If the dispute is not resolved within thirty (30) days of the notice of dispute, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement, failing which appointed in accordance with that Act. The seat and venue of arbitration shall be Bhopal, Madhya Pradesh. The language shall be English. The award shall be final and binding.
24.4 Nothing in this Clause prevents either party from seeking urgent interim or injunctive relief from a competent court, including to restrain a breach of Clause 16 or an infringement of intellectual property.
24.5 Subject to Clause 24.3, the courts at Bhopal, Madhya Pradesh shall have exclusive jurisdiction.
25.1 Notices to the Company shall be in writing and sent to [email protected] and, where the notice concerns termination, breach or a legal claim, also by registered post or courier to the registered office address stated in this Agreement.
25.2 Notices to the Client may be sent to the email address registered on the Client's account, or given by prominent notification within the Client dashboard. The Client is responsible for keeping its registered email address current.
25.3 A notice sent by email is deemed received on the next business day after transmission, and a notice sent by registered post or courier is deemed received on the third business day after despatch.
26.1 Amendment. The Company may amend this Agreement or the Policies from time to time. Material amendments will be notified to the Client by email or dashboard notice at least thirty (30) days before they take effect. Continued use of the Service after that date constitutes acceptance. If the Client does not accept a material amendment, its sole remedy is to terminate before the amendment takes effect.
26.2 Assignment. The Client may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets, on notice to the Client.
26.3 Entire agreement. This Agreement, together with the Schedules and the Policies, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations and understandings, including any earlier version of the SaaS Service Agreement. Neither party has relied on any statement not expressly set out in this Agreement.
26.4 Severability. If any provision is held to be invalid or unenforceable, it shall be severed or read down to the minimum extent necessary, and the remaining provisions shall continue in full force.
26.5 Waiver. Failure or delay in enforcing any right is not a waiver of it, and no single or partial exercise prevents further exercise.
26.6 No third-party rights. Save for the persons indemnified under Clause 21.1, no person who is not a party to this Agreement has any right to enforce it.
26.7 Relationship. The parties are independent contractors. Neither party may bind the other or hold itself out as having authority to do so.
26.8 Language. This Agreement is executed in English. Any translation is provided for convenience only, and the English version prevails in the event of inconsistency.
26.9 Electronic acceptance. The parties agree that acceptance of this Agreement by electronic means constitutes a valid and binding contract under the Information Technology Act, 2000 and the Indian Contract Act, 1872, and neither party shall dispute its validity on the ground that it was concluded electronically.
26.10 Counterparts. Where this Agreement is signed rather than accepted electronically, it may be executed in counterparts, each of which is an original and which together constitute one instrument.
All Plans are billed annually in advance. Prices are exclusive of goods and services tax. The Client may upgrade or downgrade at any time.
A.1 MOJO Newsroom (Basic), INR 2,999 per year
A.2 MOJO Editor's Club (Advance), INR 19,999 per year
All entitlements of Newsroom, plus:
A.3 MOJO Bureau (Premium), INR 49,999 per year
All entitlements of Editor's Club, plus:
A.4 MOJO Enterprise (Custom), priced on request
A.5 Additional storage
Additional storage is available on every Plan at INR 5,000 per 100 GB per year.
A.6 Notes on entitlements
Desk-written articles are prepared by the Company's editorial desk on topics selected by the Client, counted per subscription year and not carried forward on renewal. Standard turnaround is five (5) working days from the Company's receipt of a complete brief. A 48 hour turnaround is available on request, subject to desk capacity and confirmed at the time of the request. A brief is complete when it states the subject, the intended length, the angle and any local particulars the Client requires. Time does not run while the Company awaits clarification of an incomplete brief.
Publishing on MOJO Newsroom is carried out from the portal dashboard on a desktop or laptop browser. The reporter uploader application for mobile filing is included from MOJO Editor's Club onwards.
Corporate ad campaign entitlement is an eligibility to receive campaigns routed through MOJO Ad Manager; actual campaigns depend on the Client's traffic, district and category. Advertising the Client sells and publishes on its own portal remains entirely the Client's, with no commission payable to the Company.
A.7 Service level remedy
Where the target monthly uptime for the Client's Plan is not met in a calendar month, the Client's sole and exclusive remedy is a service credit of 10% of the pro-rated monthly Fee for that month, claimed by written notice within thirty (30) days of the end of that month. Service credits are applied against future Fees and are not refundable in cash.
B.1 Prohibited Content
The Client shall not publish, host, transmit or link to Content that:
B.2 Editorial standards
B.3 Platform use
C.1 Roles
In respect of personal data of Users processed through the Client's news portal, the Client is the Data Fiduciary and the Company is a Data Processor acting on the Client's documented instructions. In respect of the Client's registration, billing and account data, the Company is the Data Fiduciary.
C.2 Subject matter and duration
Subject matter: provision of the Service. Duration: the term of the Agreement and any retrieval period under Clause 19.6. Nature and purpose: hosting, storage, transmission, analytics and distribution of Content and associated User data. Categories of Data Principals: Users, Authorised Personnel, and where applicable advertisers. Categories of personal data: identifiers, contact details, device and log data, usage and analytics data, and any personal data contained in Content submitted by Users.
C.3 Processor obligations
C.4 Sub-processors
The Company may engage sub-processors including hosting and cloud infrastructure providers, content delivery networks, analytics providers, communication and messaging providers, and payment processors. A current list is available on written request to [email protected]. The Company shall give the Client reasonable notice of the addition of a new category of sub-processor.
C.5 Audit
The Company shall make available to the Client, on reasonable written notice and not more than once in any twelve (12) month period, such information as is reasonably necessary to demonstrate compliance with this Schedule. Any on-site audit shall be at the Client's cost, during business hours, and subject to confidentiality.
D.1 Direct advertising
Advertising sold by the Client and published on the Client's own news portal attracts no commission or revenue share payable to the Company. The Client contracts directly with the advertiser and is solely responsible for creative approval, legal compliance, invoicing, collection and taxation.
D.2 Ad Manager campaigns
Campaigns made available through MOJO Ad Manager are offered on an opt-in basis. For each campaign the Company shall notify the Client of the advertiser or category, the slab applicable, the rate payable to the Client, the placement and duration, the creative specifications and any exclusivity or category restriction. Acceptance by the Client through the dashboard or in writing constitutes agreement to those terms for that campaign.
D.3 Measurement and reconciliation
Delivery is measured by the Company's systems and, where a campaign requires it, by the advertiser's or an independent third party's measurement. In the event of a discrepancy, the Company's measurement shall apply unless the Client demonstrates a material error. Reconciliation is carried out on a [monthly] cycle.
D.4 Payout
Amounts due to the Client shall be paid within 45 days of the end of the reconciliation period, subject to: receipt of a valid tax invoice where the Client is registered under the Central Goods and Services Tax Act, 2017; deduction of tax at source as required under the Income-tax Act, 1961; realisation of payment from the advertiser; and a minimum payout threshold of INR 5000/-, below which amounts are carried forward.
D.5 Chargeback and clawback
Where an advertiser withholds, disputes or reverses payment on grounds of non-delivery, invalid traffic, or breach of campaign terms attributable to the Client, the Company may withhold, adjust or recover the corresponding amount from the Client.
D.6 Prohibited practices
Invalid traffic generation, click fraud, incentivised clicks, cloaking, misleading placement, undisclosed advertorial, and circumvention of the Company in respect of advertisers introduced through Ad Manager are prohibited and constitute a material breach.
Fees for each Plan are as published at www.mojonetwork.in/pricing and as notified to the Client at the time of subscription. The following are to be completed by the Company.
Subscription Fee per Plan and per billing period: [TBD as per PLAN]
Overage rate for storage beyond Plan allocation: [TBD as per PLAN]
Overage rate for bandwidth beyond Plan allocation: [ TBD as per PLAN ]
Additional Sub-Reporter seat: [TBD as per PLAN]
Reader mobile application (Custom Plan): quoted separately
Domain registration and renewal, where procured by the Company on the Client's behalf: at cost plus [10]%
Data export beyond a standard export under Clause 19.6: [ As per the Plan ]
Late payment interest: [1.5]% per month
By clicking to accept, by registering for the Service, or by continuing to use the Platform, the Client confirms that it has read, understood and agreed to be bound by this Agreement, the Schedules and the Policies.
