THIS TRIPARTITE AGREEMENT is made and entered into as of <Date> BETWEEN
<Channel Name>, <Channel Description> having its corporate office at <Office Address>, represented by its <Designation>, <Name> which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors or the legal representatives, executors or administrators of the last survivor, hereinafter referred to as the "Channel"
Multiple System Operators, the operators of multiple cable or satellite or internet based Televison systems, who distributes the TV signals of multiple channels (including the Channel) , having its corporate office at <Office Address> , represented by its <Designation>, <Name>, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors or the legal representatives, executors or administrators of the last survivor, hereinafter referred to as the “MSOs”.
Advertiser or Agency or Network having its corporate office at <Office Address>, represented by its <Designation>, <Name> , which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors or the legal representatives, executors or administrators of the last survivor, hereinafter referred to as the "Advertiser"
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
This agreement should be read in conjunction with the following definitions:
"Targeted Ads" means Banner Ads of Horizontal, Vertical, Toggle Logo or L shaped pictures, dynamically inserted in the Channel videos, during the Active Program Time, based on Age Group, Gender, Employment Status and Location of viewers.
"Shared Ad Slot" means an Adslot (of 10 sec typically) which can be targeted to different Audience groups, at the same broadcast time, by multiple Advertisers, for delivering Targeted Ads of different Products or Services relevant to the Viewers.
“Active Program Time” means the time period provided by the Channel to the Advertiser & the Technology Provider, regarding when the active event will be broadcasted in the Channel, so as to schedule the Targeted Ads.
Technology Provider means TwinVaves Technologies Pvt. Ltd & and all its affiliates and business partners, a company based out of Bangalore, who provides the technology solution to dynamically insert Targeted Ads in the Channel during the Active Program Time.
"Advertising Materials" means Creatives, Assets, Artwork, copy, or active URLs or Weblinks for display of Targeted Ads provided by the Advertiser.
“Insertion Order" means a mutually agreed insertion of Banner Ads that incorporates these Terms, under which MSOs will deliver Targeted Ads to the Channel Video through Set-Top Boxes, for the benefit of the Advertiser.
“Impression" means the total number of times a Targeted Advertisement got displayed across different subscribers in different locations
“BARC Rating” means Broadcast Audience Research Council (BARC) , which is a television rating points (TRP) measurement system published on a weekly basis in India, for all channels, based on limited samples.
“Release Order" means the commercial work order released from Advertiser to the Channels & MSO for all Insertion Orders
"AdServer" means, an internet enabled Server operated and maintained by MSO with the help of Technology Provider, for Advertisers to manage their Ad Campaigns efficiently.
"Affiliate" means, an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
The Technology Provider is in the business of Data Analytics, Personalisation and Targeted Ads on Mobiles, Digital Televisions & Set Top Boxes enabled through MSO’s Subscriber network. MSOs display Targeted Ads on the Channel via MSOs Signal Network supported by the Technology solution provided by the Technology Provider.
Channels & Advertiser need to sign this Tripartite License Agreement to allow MSOs to display Targeted Ads in Channel Videos, who distributes the TV Channels to the end-users, through its TV signal network.
The Technology Provider presented the benefits of its technology solution to the Channel without any financial investment from the Channel to deploy the solution. The Channel has shown interest to deploy the solution and requested the Technology Provider to share this Tripartite agreement for its approval.
The Technology Provider will get this agreement reviewed & approved by Advertisers and MSO as the next step.
2.0 Operational Rules:
1) All the stake holders , Channel, MSO, Advertiser & the Technology Provider has agreed to abide by the following Operational Rules through this agreement:-
2) The terms and conditions of this agreement are applicable for only Targeted Ads delivered in the Channel only within India and not in other countries.
3) The Technology Provider will coordinate between the Channel, MSO & Advertiser to get this Tripartite Agreement signed by all.
4) The Channel & MSO agrees and undertakes that it shall deliver Targeted Ads of all the products as specified by the Advertiser.
5) Advertiser will issue Release order to Channel, and a copy of release order will be shared with the MSO and the Technology Provider.
6) The Advertiser shall observe the laws applicable and the rules or code of conduct of advertisers associations, association of newspapers or rules prescribed by the television and mobile.
7) Advertiser shall pay Channel as per payment schedule in the Release Order, while a copy of the payment details are shared with MSO.
8) Channel and Event TRPs provided by the MSO via the Technology Provider will be used by the Channel & Advertiser to revise the Ad rates periodically. The periodicity is mutually decided between the Advertiser, Channel & the MSO. However, for comparison & for fixing the initial Targeted Ad rate for the shared Ad slot, the weekly BARC rating will be used as a reference.
9) The weekly BARC rating will be shared by the Channel to the Technology Provider & MSO, for comparison purpose.
10) The technology solution provided by the Technology Provider shall be deployed by the MSO. A separate Contract Agreement shall be signed between Technology Provider and the MSO, detailing the revenue sharing details.
11) The Channel videos are downscaled by maximum 30% , when Targeted Ads are inserted during the Active Program Time
12) Targeted Ad rates are different from the existing Ad rates agreed between Advertiser & Channel, for the Video Ads displayed during the Ad breaks,.
13) The rates for L shaped Ad banner is more than Vertical & Horizontal shaped Ad banners. Vertical & Horizontal Ad banners have the same rate, while the Logo toggle banner has the least rate.
14) All Targeted Ad Banner display time is fixed as default 10 sec for the shared Ad slot, unless otherwise specified differently by the Advertiser.
3.0 Release Order:
Advertiser will prepare the Release order containing the following commercial information and issue the same to the Channel. Once the Channel approves the commercials in writing to the Advertiser and the MSO approves the revenue sharing in writing to the Channel, the. Advertiser will share a copy of the Release Order to the MSO and the Technology Provider.
The Release Order or the renewed Release order will contain the following information:
i) Campaign Period set by the Advertiser (Start Date and End Date of the Targeted Ad Campaign)
ii) Is it a fresh Release Order or Renewal
iii) Total number of Impressions set by the Advertiser
iv) Shape of the Ad Banner ( L banner, Vertical banner, Horizontal banner or Toggle Logo)
v) Ad Banner Display time
vi) Rate of Advertisement mutually agreed between Advertiser and Channel
vii) Payment Terms & Payment Schedule
viii) Payee Name
4.0 Cancellation of Release Order:
Advertiser can cancel the Release order with the following information and issue the same to the Channel, while a copy of the same shall be shared with MSO.
Advertiser can not cancel a Release order before 15 days after the start of an Ad Campaign.
The Release Order cancellation shall contain the following information:
i) Reason for Cancellation
ii) Payment Closure Terms & remaining Payment Schedule
5.0 Responsibilities of Stake Holders:
The list below details the responsibilities of Advertiser, Channel, MSO & Technology Provider
1) The Advertiser shall be responsible for preparing all the Ad banner material for advertising including art work, photography, cinematography, videos, drawing, engraving, advertising writing, preparation of videos for TV advertisements and video magazines. Technology Provider can help the Advertiser to design and create Ad banner based on Advertiser’s requirements, if Advertiser pay for these expenses.
2) Advertiser can create a campaign or change the campaign parameters or cancel an Ad campaign based on the campaign results. Advertiser shall be responsible for issuing Release order to Channel and its copy to the MSO & Technology provider, including Release order cancellations if any.
3) The Advertiser will not infringe any copyright of any company or person or entity, while displaying or publishing the Targeted Ads
4) The Advertiser shall indemnify and keep indemnified the Channel & MSO against any loss, claims, demands, actions, proceedings, damages, costs, charges and expenses which may be made or brought or commenced against the advertised product for any act contrary to the provisions of this Agreement or due to or resulting from the breach of any agreement between the Advertiser and any newspaper/TV/Agency or any other person related to the advertisement of the products.
5) The Channel shall be responsible for sharing Targeted Banner Ad revenue with the MSO, within 30 days of receipt of money from the Advertiser. The Channel can negotiate with Advertiser to agree on the Ad Rates, based on the Channel/ Event TRP provided by the Technology provider or based on the BARC rating.
6) The MSO shall submit (with the help of Technology Provider), a weekly report to the Advertiser & Channel showing the details of the Targeted Ads delivered for each of the said products separately detailing the display dates, the timing or appearance of the advertisements, the number of displayed impressions in the Channel, location of Targeted Ads and the number of subscribers to which Targeted Ads where shown or any other report as requested by the Advertiser.
7) The MSO shall be responsible for issuing Channel TRP or Event TRP to the Advertiser & Channel on a weekly basis.
8) The MSO shall maintain the AdServer in good condition with the help of Technology Provider, so that the Advertiser can monitor the progress of the Ad Campaigns on a regular basis to take appropriate campaign decisions.
9) The Technology Provider will co-ordinate with Advertiser, Channel and MSO to get this Tripartite Agreement signed.
6.0 Ad Revenue Sharing:
Channel will share 40% of the Targeted Ad revenue received from Advertiser to the MSOs, within 30 days of receipt of the same from Advertiser.
Existing Ad Revenue of the Channel from Video Ads during Ad breaks shall not be affected with this Tripartite agreement
There will be a separate contract agreement between MSO & Technology Provider , to detail the commercials between them.
7.0 Term and Termination:
This Tripartite Agreement shall be for a period of 2 years from the date of this agreement. However, any party may terminate this agreement before the period of Two years by giving two months notice in advance to the other parties and on acceptance of same by the other parties.
On the termination of the agreement, all the advertisement material in the possession of the MSO will be returned to the Advertiser forthwith and will not be used by the MSO for any other purpose.
Any legal point that is not mentioned in this agreement shall follow the generic rules laid down in Telecom Disputes Settlement and Appellate Tribunal (TDSAT) & Telecom Regulatory Authority of India (TRAI).
All disputes between the parties hereto arising out of this Agreement or in relation thereto or regarding the interpretation of this Agreement, shall be referred to an arbitrator appointed by the Indian Council of Arbitration, New Delhi and the provisions of the Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof shall be applicable to such reference.
IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day, month and year set forth above.
Referred as: Channel
< Date >
Referred as: Advertiser
< Date >
Referred as: MSO
< Date >
TWINVAVES TECHNOLOGIES PVT. LTD.
Name: < Names >
Referred as: Technology Provider
Date: xxth Aug 2017