Terms and Conditions

SASAI WATCH CONTENT AGREEMENT – SUBSCRIPTIONS
This agreement (“Agreement”) sets forth terms and conditions agreed upon between Sasai Fintech Limited, registration number 130284 C1/GBL, situated at 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius, the holder of the necessary rights in respect of the SASAI mobile application (“SASAI”) ["Sasai, we, our, us"] and the party listed on the Content Partner Application Form, as submitted to us via the Content Partner section of the SASAI website (“Content Partner, you, your”) and shall govern the relationship between Sasai and the Content Partner [“the Parties” and each “a Party”] with respect to the submission by you content to be displayed in streaming VOD format, for viewing by SASAI users (“Users”), through the SASAI Watch section of SASAI (“Content”) via Subscriptions (as defined below), provided that you have been approved as both a “Content Partner” and as a “Content Merchant” by Sasai. This Agreement shall automatically come into force and effect upon communication by Sasai to the Content Partner of the aforesaid approvals. In consideration of the mutual promises contained herein, and other consideration the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Introduction The Content Partner is the owner or authorised licensee of certain Content. Content Partner desires, in exchange for the payment to Content Partner of Fees (as defined below) for the Content to be uploaded to the SASAI Watch section of SASAI, for viewing by SASAI users via a daily/weekly/monthly subscription arrangement (“Subscriptions”).
2. Process 2.1 In order for you to be eligible for your Content to be uploaded for viewing by Users via Subscriptions, you are required to apply via the SASAI website as a “Content Partner” and “Content Merchant” and receive written approval of both applications, from Sasai. This does not however guarantee that any of your Content will actually be uploaded by Sasai for purposes of Subscriptions or otherwise, which is subject to a) Sasai’s approval in its sole discretion, of such Content as Approved Content (as defined below); and b) confirmation by Sasai of the Subscription Price (as defined below) that you propose in respect of such Approved Content. 2.2 Following your approval as set out above, you may submit any prospective Content to Cassva for approval (“Approved Content”). Cassva will review such Content and may approve same in writing, in its sole discretion. 2.3 Following confirmation to you by Sasai of your first piece of Approved Content, Sasai will create your dedicated subscription channel on SASAI Watch (“Channel”), to which SASAI will upload all your Approved Content going forward and you shall then be notified to submit your proposed price in respect of the daily/weekly/monthly subscription to be charged to Users in respect of the Approved Content (“Subscription Price”). 2.4 Although the Subscription Price is subject to your own determination, it is incumbent on Sasai to protect the interests of its Users and ensure the value created by the SASAI platform for its Users. Accordingly, Sasai shall advise you if the price required is, in its view, excessive and therefore not acceptable. In such event Sasai will not upload the Approved Content to the Channel, unless the Parties agree on a revised Subscription Price. Only once a Subscription Price is confirmed by Sasai, shall the Approved Content be uploaded to the Channel (“Priced”).
3. Fees 3.1 Subject to compliance with the terms and conditions of this Agreement for each piece of Approved Content to be displayed in streaming VOD format on Content Partner’s Channel, the Content Partner shall be entitled to receive 80% (Eighty percent) of the Subscription Price actually collected by Sasai from each User that has signed up for a Subscription in respect of such Approved Content (“Fees”). 3.2 The Fees will be settled every month into the Content Partner’s SASAI Wallet, in local currency. 3.3 Notwithstanding the foregoing, we will have no obligation to pay any amounts, and are permitted to deduct or withhold any amounts owed, determined or reasonably suspected by us in our sole discretion to have resulted from a breach of this Agreement or any of our guidelines, rules, or privacy policies in place, from time to time. We reserve the right to withhold or deduct payment, if applicable, pending our reasonable investigation of any of the foregoing or any breach of this Agreement by Content Partner.
4. Ownership/Control As between the Parties, the Content Partner shall retain full control and ownership of its Channel (save that all uploads of Approved Content shall be handled by Sasai) and the Content Partner shall retain absolute liability for the Channel and all Approved Content uploaded to the Channel. We will not have the ability to upload content, other than Approved Content that has been Priced, nor shall we be able or authorised to in any way alter the Approved Content. We shall however have the absolute right to require remove content immediately upon any notice of copyright violation, or violation of any party's rights. Any Approved Content that is in violation of the terms of this agreement or violates any laws, rules or regulations, including our terms, rules, policies or other business interests, shall also be removed immediately.
5. Copyright Infringement 5.1 You hereby warrant and undertake that you (or your authorised representative) shall only submit Content for approval that you own or that you are authorised to use. Accordingly, you shall not submit Content that you did not make or otherwise own or submit any Content that (whether you have made or otherwise own) contains content that someone else owns the copyright to and therefore infringes on any copyrighted properties of another company or individual (this includes but is not limited to songs/tracks, snippets of copyrighted programs, or videos made by third parties, without necessary authorisations. 5.2 If any Approved Content is suspected or determined to be in breach of the above terms and without limiting any other rights we may have in terms of this Agreement or at law, we may withhold any payments owed and have the right to immediately terminate this Agreement permanently, or until such time as the matter is resolved to our satisfaction.
6. Term/Termination/Survival. 6.1 This Agreement is valid for a 24-month period from the point of sending to you of our notification of approval of you as a “Content Partner” and “Content Merchant” and may be extended by the Parties upon written agreement between the Parties. 6.2 At any time either party may terminate this Agreement with 30 days written notice for any reason or no reason. Upon any such termination, neither Party will have any further obligation, rights or duties to the other party, except: that any undisputed payments owed by us to Content Partner prior to the date of termination will still be deemed payable in the manner provided in Clause 3 above.
7. Rights & Grants Content Partner hereby grants to us any and all necessary rights and licenses it may need to perform in accordance with the terms of this Agreement, including for example the right to use her/his/its name, likeness, and logo, registered marks if any, names of properties, etc. Notwithstanding anything to the contrary herein, Content Partner reserves all rights not granted herein, including the right to monetize Content Creator’s intellectual property outside the scope of this Agreement.
8. Independent Responsibilities Each Party agrees that it will be fully responsible and liable for its own content and any and all third party claims that may arise from its properties, sites, and content. This Agreement confers no ownership or control and does not constitute a 'partnership' or 'joint venture' within the legal/corporate meanings of those terms. The Parties remain independent of each other and maintain their liabilities as their own.
9. Limited Confidentiality Each Party acknowledges understand and acknowledge that the existence of and terms of this Agreement is not confidential, subject however to the provisions of any relevant data privacy legislation. However, from time to time during the performance of this Agreement each Party may receive certain information from the other Party marked confidential. Each Party shall not, without the express written consent of the other, disclose that information disclosed by one Party to the other and designated confidential to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties. The parties acknowledge and agree that this Agreement may be made publicly available or available to third-parties, subject to any limitation which are set out above.
10. Representations and Warranties; Covenants. The Content Partner represents, warrants and agrees that: (a) it has the full right and power to make and perform this Agreement without the consent of any third party; (b) it has any and all necessary rights or clearances it may need in connection with the Content Partner Channel (to the extent it would be necessary for the specific use, i.e., display on SASAI etc. and Content submitted to Sasai for approval in terms of this Agreement; (c) that the uploading of the Approved Content to the Content Partner Channel and the viewing of same by Users on a Subscription basis, as set forth herein will not infringe on the rights of any person or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; and (d) that Content Partner will not include in any Content submitted or on the Content Partner Channel any content or materials that would violate any laws, rules or regulations, including our general rules, terms and/or policies.
11. Indemnity; Limitation on Liability 11.1 Indemnity. Content Partner hereby agrees to indemnify and hold harmless Sasai, its shareholders, its affiliates, officers, directors, employees, agents, successors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) (collectively, "Claims") arising out of any breach by Content Partner of any of the obligations, agreements, representations and/or warranties made hereunder or Content Partner’s negligence or wilful misconduct. 11.2 Under no circumstances shall Sasai be liable to the Content Partner for any special, consequential or incidental damages or for lost profits.
12. Assignment. Neither party may assign this Agreement without the prior written permission of the other party, however, Content Partner understands and agrees that we may freely assign this Agreement.
13. Miscellaneous. 13.1 This Agreement shall not render the Content Partner an employee, partner, agent of, or joint venturer with the Company for any purpose. The Content Partner is and will remain an independent contractor in relationship to the Company. We shall not be responsible for withholding taxes with respect to the Content Creator’s compensation hereunder. The Content Partner shall have no claim against us hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Content Creator’s representatives and all personnel supplied directly by Content Partner shall be deemed employees or subcontractors of Content Partner and will not be considered employees, agents or subcontractors of us for any purpose whatsoever. 13.2 This Agreement shall be subject to and shall be governed by English law. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. 13.3 This Agreement supersedes any and all prior written or oral agreements between the Parties in connection with the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the Parties hereto. No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this document. No failure by any Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself. 13.4 If any provision or clause of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision shall be deemed modified to the extent necessary so that it is no longer unenforceable.

Terms and Conditions

SASAI WATCH CONTENT AGREEMENT – SUBSCRIPTIONS
This agreement (“Agreement”) sets forth terms and conditions agreed upon between Sasai Fintech Limited, registration number 130284 C1/GBL, situated at 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius, the holder of the necessary rights in respect of the SASAI mobile application (“SASAI”) ["Sasai, we, our, us"] and the party listed on the Content Partner Application Form, as submitted to us via the Content Partner section of the SASAI website (“Content Partner, you, your”) and shall govern the relationship between Sasai and the Content Partner [“the Parties” and each “a Party”] with respect to the submission by you content to be displayed in streaming VOD format, for viewing by SASAI users (“Users”), through the SASAI Watch section of SASAI (“Content”) via Subscriptions (as defined below), provided that you have been approved as both a “Content Partner” and as a “Content Merchant” by Sasai. This Agreement shall automatically come into force and effect upon communication by Sasai to the Content Partner of the aforesaid approvals. In consideration of the mutual promises contained herein, and other consideration the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Introduction The Content Partner is the owner or authorised licensee of certain Content. Content Partner desires, in exchange for the payment to Content Partner of Fees (as defined below) for the Content to be uploaded to the SASAI Watch section of SASAI, for viewing by SASAI users via a daily/weekly/monthly subscription arrangement (“Subscriptions”).
2. Process 2.1 In order for you to be eligible for your Content to be uploaded for viewing by Users via Subscriptions, you are required to apply via the SASAI website as a “Content Partner” and “Content Merchant” and receive written approval of both applications, from Sasai. This does not however guarantee that any of your Content will actually be uploaded by Sasai for purposes of Subscriptions or otherwise, which is subject to a) Sasai’s approval in its sole discretion, of such Content as Approved Content (as defined below); and b) confirmation by Sasai of the Subscription Price (as defined below) that you propose in respect of such Approved Content. 2.2 Following your approval as set out above, you may submit any prospective Content to Cassva for approval (“Approved Content”). Cassva will review such Content and may approve same in writing, in its sole discretion. 2.3 Following confirmation to you by Sasai of your first piece of Approved Content, Sasai will create your dedicated subscription channel on SASAI Watch (“Channel”), to which SASAI will upload all your Approved Content going forward and you shall then be notified to submit your proposed price in respect of the daily/weekly/monthly subscription to be charged to Users in respect of the Approved Content (“Subscription Price”). 2.4 Although the Subscription Price is subject to your own determination, it is incumbent on Sasai to protect the interests of its Users and ensure the value created by the SASAI platform for its Users. Accordingly, Sasai shall advise you if the price required is, in its view, excessive and therefore not acceptable. In such event Sasai will not upload the Approved Content to the Channel, unless the Parties agree on a revised Subscription Price. Only once a Subscription Price is confirmed by Sasai, shall the Approved Content be uploaded to the Channel (“Priced”).
3. Fees 3.1 Subject to compliance with the terms and conditions of this Agreement for each piece of Approved Content to be displayed in streaming VOD format on Content Partner’s Channel, the Content Partner shall be entitled to receive 65% (Sixty-Five percent) of the Subscription Price actually collected by Sasai from each User that has signed up for a Subscription in respect of such Approved Content (“Fees”). 3.2 The Fees will be settled every month into the Content Partner’s SASAI Wallet, in local currency. 3.3 Notwithstanding the foregoing, we will have no obligation to pay any amounts, and are permitted to deduct or withhold any amounts owed, determined or reasonably suspected by us in our sole discretion to have resulted from a breach of this Agreement or any of our guidelines, rules, or privacy policies in place, from time to time. We reserve the right to withhold or deduct payment, if applicable, pending our reasonable investigation of any of the foregoing or any breach of this Agreement by Content Partner.
4. Ownership/Control As between the Parties, the Content Partner shall retain full control and ownership of its Channel (save that all uploads of Approved Content shall be handled by Sasai) and the Content Partner shall retain absolute liability for the Channel and all Approved Content uploaded to the Channel. We will not have the ability to upload content, other than Approved Content that has been Priced, nor shall we be able or authorised to in any way alter the Approved Content. We shall however have the absolute right to require remove content immediately upon any notice of copyright violation, or violation of any party's rights. Any Approved Content that is in violation of the terms of this agreement or violates any laws, rules or regulations, including our terms, rules, policies or other business interests, shall also be removed immediately.
5. Copyright Infringement 5.1 You hereby warrant and undertake that you (or your authorised representative) shall only submit Content for approval that you own or that you are authorised to use. Accordingly, you shall not submit Content that you did not make or otherwise own or submit any Content that (whether you have made or otherwise own) contains content that someone else owns the copyright to and therefore infringes on any copyrighted properties of another company or individual (this includes but is not limited to songs/tracks, snippets of copyrighted programs, or videos made by third parties, without necessary authorisations. 5.2 If any Approved Content is suspected or determined to be in breach of the above terms and without limiting any other rights we may have in terms of this Agreement or at law, we may withhold any payments owed and have the right to immediately terminate this Agreement permanently, or until such time as the matter is resolved to our satisfaction.
6. Term/Termination/Survival. 6.1 This Agreement is valid for a 24-month period from the point of sending to you of our notification of approval of you as a “Content Partner” and “Content Merchant” and may be extended by the Parties upon written agreement between the Parties. 6.2 At any time either party may terminate this Agreement with 30 days written notice for any reason or no reason. Upon any such termination, neither Party will have any further obligation, rights or duties to the other party, except: that any undisputed payments owed by us to Content Partner prior to the date of termination will still be deemed payable in the manner provided in Clause 3 above.
7. Rights & Grants Content Partner hereby grants to us any and all necessary rights and licenses it may need to perform in accordance with the terms of this Agreement, including for example the right to use her/his/its name, likeness, and logo, registered marks if any, names of properties, etc. Notwithstanding anything to the contrary herein, Content Partner reserves all rights not granted herein, including the right to monetize Content Creator’s intellectual property outside the scope of this Agreement.
8. Independent Responsibilities Each Party agrees that it will be fully responsible and liable for its own content and any and all third party claims that may arise from its properties, sites, and content. This Agreement confers no ownership or control and does not constitute a 'partnership' or 'joint venture' within the legal/corporate meanings of those terms. The Parties remain independent of each other and maintain their liabilities as their own.
9. Limited Confidentiality Each Party acknowledges understand and acknowledge that the existence of and terms of this Agreement is not confidential, subject however to the provisions of any relevant data privacy legislation. However, from time to time during the performance of this Agreement each Party may receive certain information from the other Party marked confidential. Each Party shall not, without the express written consent of the other, disclose that information disclosed by one Party to the other and designated confidential to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties. The parties acknowledge and agree that this Agreement may be made publicly available or available to third-parties, subject to any limitation which are set out above.
10. Representations and Warranties; Covenants. The Content Partner represents, warrants and agrees that: (a) it has the full right and power to make and perform this Agreement without the consent of any third party; (b) it has any and all necessary rights or clearances it may need in connection with the Content Partner Channel (to the extent it would be necessary for the specific use, i.e., display on SASAI etc. and Content submitted to Sasai for approval in terms of this Agreement; (c) that the uploading of the Approved Content to the Content Partner Channel and the viewing of same by Users on a Subscription basis, as set forth herein will not infringe on the rights of any person or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; and (d) that Content Partner will not include in any Content submitted or on the Content Partner Channel any content or materials that would violate any laws, rules or regulations, including our general rules, terms and/or policies.
11. Indemnity; Limitation on Liability 11.1 Indemnity. Content Partner hereby agrees to indemnify and hold harmless Sasai, its shareholders, its affiliates, officers, directors, employees, agents, successors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) (collectively, "Claims") arising out of any breach by Content Partner of any of the obligations, agreements, representations and/or warranties made hereunder or Content Partner’s negligence or wilful misconduct. 11.2 Under no circumstances shall Sasai be liable to the Content Partner for any special, consequential or incidental damages or for lost profits.
12. Assignment. Neither party may assign this Agreement without the prior written permission of the other party, however, Content Partner understands and agrees that we may freely assign this Agreement.
13. Miscellaneous. 13.1 This Agreement shall not render the Content Partner an employee, partner, agent of, or joint venturer with the Company for any purpose. The Content Partner is and will remain an independent contractor in relationship to the Company. We shall not be responsible for withholding taxes with respect to the Content Creator’s compensation hereunder. The Content Partner shall have no claim against us hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Content Creator’s representatives and all personnel supplied directly by Content Partner shall be deemed employees or subcontractors of Content Partner and will not be considered employees, agents or subcontractors of us for any purpose whatsoever. 13.2 This Agreement shall be subject to and shall be governed by English law. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. 13.3 This Agreement supersedes any and all prior written or oral agreements between the Parties in connection with the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the Parties hereto. No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this document. No failure by any Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself. 13.4 If any provision or clause of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision shall be deemed modified to the extent necessary so that it is no longer unenforceable.