By and Between
Mega Models (Hereinafter referred to as “Mega Models”) through its Director/Authorised Representative Mr Rajeev Singh having its registered office at 307, Aditya Heritage, Behind Inorbit Mall, Mindspace, Off. Link Road, Malad (West), Mumbai- 400064. (which expression shall unless repugnant to the context or meaning thereof mean and include their successors and assigns). of the “ Party of First Part” AND _____________________________________ having address at _________________ ________________________________________(which expression shall unless repugnant to the context or meaning thereof mean and include his/her heirs, representative, and assigns). of the Party of Second Part”
Effective Date: _________________________
DEFINITIONS
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Mega Models.
“aspirant” &”talent” means model/artist/performer/user/aspirant
“Auditions” means an interview for a role or job as a talent , aspirant ,artist, singer, actor, dancer, or musician, consisting of a practical demonstration of the candidate's suitability and skill.
“APP” means any mobile application on Android as well as on IOS.
“Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether intangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
Client” means any authorized user utilizing the Site to seek and/or obtain Freelancer Services from another User. “Engagement” means an engagement for Freelancer Services that a Freelancer provides to a client, model/aspirant under any Service Contract.
“Freelancer” means any authorized User utilizing the Site/ App to advertise and provide Services to Clients.
“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction
“Picture, Portfolio/Video Profile or Video Portfolio” means an artist's pictures portfolio/video profile or video portfolio or an edited collection of aspirants best picture, artwork, video consisting of any acts intended to showcase an artist's style or method of work, acting used by artists to show employers their versatility, skills by showing different samples of their work.
“Records/Data/Package” means Songs, catchers, photographs, Audio and video of modeling pictures, dossier of documents consisting of Pictures, videos and anyother documents.
“Site” means websites and applications, owned and operated by Mega Models, its predecessors or successors in interest, or its Affiliates.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities. “User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Mega Models.
“You” means the present executing party being Party of Second Part.
You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website www.megamodels.in, all affiliated websites, including mobile apps, websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (hereinafter collectively referred to as “Site”), all services, applications and products that are accessible through the Site and all Mega Models mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
Mega Models is in the business of promoting models/aspirant by offering a platform through its website/app www.megamodels.in / portal /search engine for the models/aspirants to jumpstart their career in cine, fashion, advertising, film and glamour industry. Mega Models relying on the confirmations, representations and assurances of model/aspirant accepts in good faith his/her/their request to upload their professional photos/ portfolio on the terms and condition contained in agreement executed with them.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF AGREEMENT, INCLUDING THE MANDATORY BINDING ARBITRATION AND IF YOU DO NOT ACCEPT THE TERMS OF AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY. SUBJECT TO THE CONDITIONS SET FORTH HEREIN, Mega Models MAY, IN ITS SOLE DISCRETION, AMEND THIS AGREEMENT AND THE OTHER TERMS OF SERVICE AT ANY TIME BY POSTING A REVISED VERSION ON THE SITE AND WILL PROVIDE REASONABLE ADVANCE NOTICE OF 15 DAYS FOR ANY AMENDMENT THAT INCLUDES A SUBSTANTIAL CHANGE
NOW THESE PRESENTS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:-
1. DIGITAL SIGNATURE
By registering for an Mega Models account on the Site www.megamodels.in or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service Your Account registration constitutes an acknowledgement that you are able to electronically receive, upload data and information, download and print this Agreement, the other Terms of Service, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS/DATA/PACKAGE
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records/data/package and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Indian Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records/data/package and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records/data/package and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records/data/package and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records/data/package and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records/data/package and notices electronically will not apply to records/data/package and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records/data/package and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the Indian Postal Service and other third-party mail/email services, you agree to notify us immediately of any change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records/data/package and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records/data/package and notices in paper form or electronic storage to retain records/data/package and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records/data/package and notices we send to you electronically. By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that you have read and understand the above consent to Upload and download records/data/package and notices electronically; you satisfy the minimum hardware and software requirements specified above; and your consent will remain in effect until you withdraw your consent as specified above.
3. Mega Models ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. Mega Models offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a Production house or other entity) and further represent that you intend to use the Site and Site Services for your Television or other form of legal entertainment business/ business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or under representative capacity as an individual of 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Mega Models reserves the right, in its sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason as deem proper by Mega Models’s in its sole discretion. You represent that you are not a blacklisted or illegal entity or a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act. You agree that if the legal status of your operations or your registered address in a country or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.2 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Mega Models, if it is a separate legal entity. You authorize Mega Models, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or other details, subject to applicable law. When requested, you must provide us with information about you and your business.
3.3 AGENCY ACCOUNTS
You may create an account through which other authorized Freelancers (each, and “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Freelancer creates an Agency Account on behalf of a business (the “Agency”), which may be the Freelancer as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Freelancer that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.
Each Agency Member must have an Account and a Profile. You understand and agree that the Agency may determine the Profile visibility. Each Agency Member must be a User and must be a real person or legally recognized entity. Each Agency Member’s Account Profile must contain the Agency Member’s real name, and Agency Members must comply with all Terms of Service. Agency Members’ identities will be subject to verification. If any of your Agency Members violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Agency Account, Mega Models may close any or all related Accounts. You agree to grant access to the Agency Account, including with respect to any Agency Members, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept the Terms of Service on your behalf and to create a legally binding obligation on your behalf. You understand and agree that an Agency Member may accept and enter into Service Contracts on behalf of the Agency, and that the Agency is responsible and liable for all Service Contracts accepted by anyone acting as an Agency Member. Each Agency Member is either an employee or an independent contractor of the Agency, as determined by the Agency. Without limiting the Agency’s obligations, the Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsible for paying its Agency Members. Agency Members acknowledge and agree that their Agency is solely responsible for paying them for work on behalf of the Agency and that such payments will not be made through the Site. Your Agency Account (including feedback) and username are transferable only upon Mega Models’s approval, at Mega Models’s sole discretion. You understand and agree that Agency Members’ Profiles may display work history that includes work done under the Agency, including after the Agency Member is no longer an Agency Member.
3.4 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time). You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize Mega Models to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Agency Account or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.
3.5 MARKET PLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Mega Models post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Mega Models will make feedback results available to other marketplace Users, including composite or compiled feedback. Mega Models provides this feedback system as a means through which Users can share their opinions publicly and Mega Models does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback relate only to the business advertised in the Freelancer Profile and not to any individual person. You agree not to use the feedback to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. Mega Models does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Mega Models do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Mega Models is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Mega Models reserves the right (but is under no obligation) to remove posted feedback or information that, in Mega Models’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Mega Models of any error or inaccurate statement in your feedback results, including the feedback, and that if you do not do so, Mega Models may rely on the accuracy of such information.
4. PURPOSE OF THE SITE AND SITE SERVICES FOR USERS
4.1 The Site is a marketplace where Users / Agency/ Freelancers can identify each other and Post / advertise/ market and deal Freelancer Services online. Subject to the Terms of Service, Mega Models provides.
4.2 The party of the Second Part hereby authorizes party of the First Part to access upload, share, circulate its details of past work, corporate profile, portfolio of pictures, professional photos through their website “www.megamodels.in” portal /search engine for which the Party of the Second Part shall provide the Party of the first part all the requisite information, data, portfolios, pictures and other data required by the Party of the First Part.
4.3 The party of the Second Part shall after registering with the Mega Models on their website www.megamodels.in/app shall be provided with a unique user id and password as a gateway to upload their profile /portfolio/ photos and also to get updates as to the date, time and details of agency/individuals/ who accessed their profile and photos and comments made by them thereunder.
4.4 It is expressly agreed between the parties hereto that Mega Models shall not be a party in any manner whatsoever for any kind of agreement/deals covenants entered between model/aspirant/talent and Party of Second Part herein or clients/third parties registered with Mega Models.
4.5 It is also expressly agreed between the parties hereto that Mega Models shall not provide complete details of the model/aspirant to its registered Part of Second Part client/third parties until the model/aspirant consents and is shortlisted by you or such third party for the purpose mentioned herein.
4.6 Mega Models does not guarantee any kind of confirmation of authenticity or genuinity on behalf of model/aspirant or their profile /portfolio/ photos or any of its registered clients/third party, promoted, advertised on its website and also does not guarantee the authenticity of its registered clients/third parties advertised on its website. You agree, consent and declare that You shall conduct due diligence in all manner before entering in any agreement/contract with Mega Models’s registered model/aspirant, clients/third parties advertised on Mega Models’s website and in that regard Mega Models shall not be a party in any manner whatsoever for any kind of said agreement/deals covenants entered between model/aspirant and Party of Second Part herein or clients/third parties registered with Mega Models. The Party of Second Part shall place no liability of any nature whatsoever on Mega Models i.e the party of First part herein for any purposes whatsoever.
4.7 Party of Second Part undertakes that it shall not in any way whatsoever hold Mega Models liable or responsible for any dispute between Mega Models’s registered model/aspirant, clients/third parties advertised on Mega Models’s website and Party of Second Part due to any breach or misunderstanding or specific performance of any agreement/contract entered for any work /assignments or job between them.
4.8 Party of Second Part declares that it has authorized Mega Models to use any of its data including photos, portfolios to advertise/publicize for campaigns, banners, advertisement materials, and for other promotional activities of Mega Models or for its website/portal/search engine free of cost as a token of appreciation, and shall not object in any way whatsoever for the same if used.
TERMINATION OF AGREEMENT
Party of Second Part agrees and confirm that Mega Models has the right to terminate this agreement and its representation with immediate effect in case it is noted that the Party of Second Part have resorted to unfair trade practices to monetary gains or otherwise with Mega Models’s registered model/aspirant, clients/third party. Further Mega Models shall at any time remove any of the information/data of the Party of Second Part from its website/portal/search engine without intimation and without citing any reason to the said Party of Second Part. A waiver by either of the parties hereto of a breach of any of the provisions herein shall not be deemed a waiver of any subsequent breach nor a modification of such provision.
INDEMNIFICATION
The Party of Second Part (the “Indemnifying Party”) hereby agrees to indemnify the Party of First Part (Mega Models) (the “Indemnified Party”) from and against any and all losses, claims, damages, liabilities and fees, expenses and disbursements (including the fees, expenses and disbursements of counsel), incurred by the Indemnified Party, directly or indirectly that arise out of or result from the acts of Party of Second Part and due to any breach of any of the representations and warranties made by the Indemnifying Party hereunder; or any breach of any covenant or undertaking or obligation of the Indemnifying Party under this Agreement; or any other act of neglect or default of the Indemnifying Party.
ARBITRATION
Any disputes or differences which may arise between the parties hereto with respect to Terms of this Agreement, interpretation of any provisions or of the terms and conditions thereof and all other matters arising out of this Agreement shall be referred to sole arbitrator to be appointed by MEGA MODELS and such arbitration shall be governed by the (Indian) Arbitration and Conciliation Act, 1996 and the seat of Arbitration, shall be the jurisdiction of Mumbai alone.
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands and seal the day and the year first hereinabove mentioned.