13.1 Intellectual Property Rights. Subscriber acknowledges and agrees that the Company Hardware, the associated equipment and services, content transmitted through the Company’s distribution network, signal, marks, logos embossed or associated with the forgoing and all copyrights, trademarks and other intellectual property rights in connection thereto are the exclusive property of the Company or the Company’s third party licensors and the Subscriber shall not do or permit anything to be done to infringe or violate such property rights or titles. The Subscriber shall immediately notify the Company if the Subscriber becomes aware of any unauthorised use of the whole or any part of the intellectual property rights of the Company, including, that related to the Services, the Content transmitted through the Company’s distribution network, Company Hardware, or and the associated equipment and services.
13.2 Privacy and Data Protection. By subscribing to and activating the Company services or possessing the Company Hardware, the Subscriber(s) grants the Company (or its subcontracts or business associates) the permission to contact the Subscriber(s) through Call, SMS, Social Media, Mobile Applications or any other means for any reasons (including for reasons connected to the service or otherwise). The Subscriber acknowledges and agrees that the foregoing consent given to the Company (or its subcontracts or business associates) shall be notwithstanding the Subscriber being registered under the National Do Not Disturb Registry (or any such records).
- to share information with regard to the subscription account such as alerts and account information.
- to fulfil the Subscriber’s or Authorized Representative’s requests regarding the Services;
- to respond to inquiries;
- to conduct market research;
- to enforce the legal terms or for other legal purposes;
- to prevent fraud or potentially illegal activities;
- to perform analyses;
- to provide technical support;
- to improve its products and/or Services;
- to share marketing materials
- to contact Subscriber or Authorized Representative for surveys or feedback;
- to execute other activities such as marketing campaigns
- to recommend products and services
- to provide ads, offers and other sponsored content
- to perform its obligations and duties as required by customary business practices.
- to deliver personalized features, advertisements, suggestions, content, products and offerings from us or third parties based on your information, preferences or viewing or browsing history, etc. to facilitate and ease payments by permitting storage of such information such as your credit or debit card number and other card and other account information
The Company may use information from the Subscriber or Authorized Representative for the above purposes if it deems it necessary to do so for its legitimate business interests.
13.3 Records and Sharing of Information. Company (or any of its business associates or its affiliates or group companies) shall be entitled to store, transfer, process and/or retain all the information relating to the Subscriber and/or Authorized Representative, including all information shared by the Subscriber and/or Authorized Representative, Transaction Details, in India or outside in India . Company reserves the right to share information about the Subscriber (including personally identifiable information and viewing trends) with third parties (which shall include broadcasters, content and technology providers, consultants, service providers) including for, (i) performing marketing, administration or other services including technical support; (ii) administering and processing requests; (iii) assisting in product development, research, strategic, financial or other business decisions; (iv) collecting patterns and conduct analysis, market research, analysis of group statistical patterns of the Subscribers to understand trends and patterns; (vi) obtaining professional advice including, enforcement of legal terms, prevention of fraud etc.; (vii) responding to proceedings (including legal, e.g., in response to a court order or a subpoena) or disclosing information upon request of law enforcement agencies (viii) reporting purposes.
13.4 Third Party Rights. Subscriber shall not violate any third-party rights. Subscriber shall not make any public statement or media statement connected to the Company or its affiliate or group company or in relation to the services.
13.5 Force Majeure. The Company will not be responsible or liable in any way for the failure or delay in the performance of its obligations due to Force Majeure. If a Force Majeure ceases to exist, the Company may perform or resume performance of its obligations and the time for performance will be extended by a period equal to the duration of the Force Majeure. Reasonable efforts shall be made to minimise such service disruptions. If Force Majeure persists, the Company will be entitled to terminate the Contract on written notice. The Subscriber shall remain liable for all charges during any such disruptions, unless decided otherwise by the Company.
13.6 Disclaimer and Limitation of liability.
13.6.1 The Company makes no express or implied warranties, guarantees, representations or undertakings whatsoever regarding the Services/ equipment etc., unless expressly mentioned in the Contract. The Company specifically disclaims any statements indicating that the Company Hardware shall be without any fault or damage, including faults or damages resulting from exposure to adverse environmental conditions, including excessive moisture and excessive temperatures or damage to the Company Hardware on account of Force Majeure.
13.6.2 Subscriber availing any of the services supplied by the Company shall be at the sole risk, costs, charges and consequences of the Subscriber. Company, its affiliates, group companies, their officers, directors, employees, subcontractors, exclude all warranties, express or implied, in connection with the Services, including the use, accuracy, fitness for purpose, merchantability, completeness of the Services, suspension or cessation of the Services, any fraud, misrepresentation, negligence or loss that may be caused to the Subscriber or any third party in connection therewith. Company shall not be responsible for any deficiency in Services, delay and/or disruption in Services attributable, directly or indirectly, damage to property or person that may take place during or in connection with any Installations, any loss incurred to the Subscriber or any third party resulting from the use of the Services or any omission or, consequential or indirect damages or losses. The liability of the Company will be limited to only proven direct damages or losses incurred by the Subscriber or any third party and the Company’s liability shall not exceed the Subscription Fee paid by the Subscriber for the Service in the six (6) months immediately preceding the specific event that gave rise to such damage or loss.
13.6.3 Company shall not be liable to the Subscriber and/or any person, firm, body corporate claiming through, under or in trust for the Subscriber and the Subscriber hereby waives all claims/actions of any delays or losses, including, but not limited to, loss of business, profit, revenue or goodwill demands fees, cost expenses, order judgment, etc. or any direct, incidental or consequential losses arising out of any delays, interruption, errors of defects, or failure to provide any part of the DTH Services including, without limitation, in the event that such error, interruption or delay arises in connection with any of the following: (i) the termination or Company’s access to all or any portion of content/Channels; (ii) the relocation of all or any portion of the Services to different satellite(s); (iii) a change in the software, applications, features and/or functionalities available with your equipment; (iv) any software or other downloads initiated by us; (v) any acts of god, fires, earthquakes, floods, power or technical failure, satellite or uplink failure, acts of any governmental body; or (vi) any cause beyond the reasonable control of the Company. The Subscriber remains solely responsible for his/her negligence, acts or omissions.
13.6.4 Company shall not be responsible or liable for (i) any acts or omissions of direct sales agents, franchisees or any other third party with respect to schemes or benefits which are not authorized by the Company or which are purported to have been offered on behalf of the Company without the explicit and specific sanction in writing of the Company (ii) any Customer owned equipment including television, mobile, etc. The Installers of the Company are trained to handle only the Company Hardware and its related accessories. Any other connection or fixings are solely the responsibility of the Subscriber, including wiring and fixing of television or any other equipment.
13.6.5 Company will not incur any liability for any of its bonafide action taken to protect Intellectual property rights (IPR), including, anti-piracy actions, even if the information on the basis of which it has taken any action is later discovered to be unfounded or false.
13.6.6 The Company is a Distribution Platform and is merely a carriage provider for content being made available by third-party service providers. Company has no control over the content broadcast on third party service provider channels and platform service, and therefore cannot make any claim or representation regarding, nor does it accept any responsibility for, the quality, content, nature or reliability of third-party content accessible through the Company’s distribution network. Company provides access to the Content on these Channels and platform services to the Subscriber only as a convenience to watch the content on a larger screen, and the inclusion of any content does not imply affiliation, endorsement or adoption by the Company of any content or information contained therein. Subscriber understands the Channels may contains unedited material, some of which may be illegal, obscene, or may be offensive to some people and access to such material will be at the sole risk of the Subscriber. Company is not responsible for any virus or malicious traffic which may infect the Company Hardware or the television sets.
13.6.7 The Company does not have control over the content contained in the Channels and does not make any representations, warranties or guarantees as to the availability or content provided by the broadcaster or other third-party content providers including, without limitation: (i) their accuracy, availability, sequence, compliance with Applicable Law, copyright compliance, validity or quality; or (ii) whether accessing them may result in the display of unintended, inappropriate or objectionable content.
13.7 Reservation. The Company reserves the right (i) to seek and/or verify the particulars, including financial information provided by the Subscriber, either by itself or from independent sources (ii) to reject any CAF in case the particulars provided therein are incomplete, incorrect or for any other valid reason and without any liability whatsoever. The information provided by the Subscriber / gathered by Company shall become Company property even if the application is rejected and the Company is not liable to return the same. The Company reserves the right to take action (legal or otherwise) as deem fit by the Company against the Subscriber or its Authorized Representative or both, if either of them, behave offensively or impolitely or speak rudely or threaten any of the employee of the Company or personnel deployed by the business associates of the Company to provide any kind of services to the Subscriber. The Company has no tolerance on use of abusive language. In the event of use of such language by the subscriber, the Company without further notification reserves the right to terminate and/or withdraw the services provided by the Company to such Subscriber immediately.
13.8 Indemnity. Subscriber agrees to defend, indemnify and hold harmless the Company, its parent company, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from the Subscriber’s use of and access to the Service, Subscriber’s violation of any term of the Contract or any third party right, including, without limitation, any copyright, property, or privacy right. The indemnification obligation will survive the termination of the Contract or the usage of the Services. The Subscriber agrees that where two or more persons constitute the Subscriber, their liability under this Subscription Contract including the CAF shall be joint and several.
13.8 Headings. All headings are for convenience, and do not have any legal effect. Use of the singular includes the plural and vice versa.
13.9 Assignment. The Contract cannot be transferred or assigned by the Subscriber but may be delegated or assigned (in part or whole) by the Company to any third party without restriction.
13.10 Relationship. The Contract is on a ‘principal to principal’ basis and the parties are independent of each other. Nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the parties or provides either with any right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party.
13.11 Complete Terms; Severability. The Contract contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect to the subject matter. Every provision in the Contract is independent from the others to the extent that, if a provision, or any part of it, is ruled to be illegal or unenforceable that provision or the relevant part of it shall be treated as having been deleted from this Contract, without affecting the remainder of that provision or the other provisions of this Contract, which shall still have full effect except to the extent that Company’s rights/obligations under the Contract are materially impaired.
13.12 Waiver. Neither Party shall lose any right under this Subscription Contract if it fails to use that right, or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an ongoing waiver of that right unless it is expressly stated to do so.
13.13. Confidentiality. The Subscriber specifically agrees that in order to facilitate the Company to provide Services, the Company may be required to disclose any information or particulars pertaining to the Subscriber to any authority, including, but not limited to, any debt collection agency, credit reference agency, security agency, and reserves the right to comply with the direction of such authorities at its discretion and without intimating the Subscriber.
13.14 Notification, Complaints and Notices. All notifications, complaints and notices must be in writing and addressed to Nodal Officer, Customer Operations, Tata Sky Limited, at its registered office or otherwise as specified by the Helpdesk. Any notification, complaints and notices given by the Subscriber shall be deemed to have been delivered to the Company when it is actually received by the Company. The Subscriber agrees that notifications provided by the Company in such form as prescribed by the Company from time to time, including notifications displayed on the Company Website or the Customer care programming service or the notification provided by the Helpdesk, Alert, Account Statement or any other method specified by the Company or the Helpdesk, will be sufficient and adequate notice to the Subscriber.
13.15 Changes in Law: Notwithstanding anything contained in this Agreement, in the event of a change in Applicable Law or any final un-appealable order of any competent court or tribunal which would have a material effect on either of the Parties, the Company reserves its rights to amend this Agreement or execute a new Agreement which shall thereafter be effective from the effective date of the change in the relevant Applicable Law.
13.16 Arbitration. Any disputes, differences or questions, which may arise at any time hereafter between the Company and the Subscriber touching the true construction of this Agreement or performance of the obligations or enforcing any rights and/or liabilities of the Parties hereunder, shall be first amicably resolved between the Parties within 30 (thirty) days from the date on which such dispute was raised by a Party and communicated to the other Party in writing failing which the dispute shall be referred to a sole arbitrator of the Indian Council of Arbitration (ICA). The arbitration shall be conducted in accordance with the Rules of Arbitration of the Indian Council of Arbitration and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996, as amended or any statutory modifications or re-enactment thereof for the time being in force. The venue of such arbitration shall be at Mumbai and the Courts at Mumbai alone shall have exclusive jurisdiction to deal with the arbitration proceedings and the awards in accordance with law. The arbitration proceedings shall be conducted in English language. The award passed by the arbitrators shall be final and binding upon the Parties.
13.18 Governing Law and Jurisdiction. Subject to clause 13.17, the CAF and the Contract and all matters relating thereto shall be construed and governed by the laws of India and the Parties agree to submit to the sole and exclusive jurisdiction of the courts of Mumbai.