As selected while making a purchase.
Company / Brand:
As entered while making a purchase.
Terms of Service
- The order booked by the Brand and/or Company with tring, would be subject to the scope as selected while making a purchase. These activities are limited to the delivery of the content to the company that includes the requested details as mentioned by the company while making a purchase on the tring platform or as per details mutually agreed between Company and Tring on a best effort basis.
- The requested content is an act performed by the Celebrity for promotional purposes only.
- The content and/or act may include fictitious dialogue and any resemblance otherwise is purely coincidental.
- As the content shared is subjective in nature, the content as shared by Tring would be final and complete.
- The ownership of the content transfers to Brand and/or Company once it has been shared by Tring.
- The Brand and/or Company agree that neither the Celebrity nor Tring shall be held accountable for any damages including legal or otherwise with respect to the content once it is shared to the Brand and/or Company by Tring.
- The Brand and/or Company will not do any further edits, cuts, trims, or any other changes whatsoever to the content finally shared by Tring. In the event that the Brand and/or Company makes any changes to the content, then the brand needs to take prior approval with tring and Celebrities. In case permission is not taken, Tring and celebrities will not be liable for any loss arising out of the use of such content.
- Brand and/or company shall not use any content (images, videos or any other material) not given by the celebrity while promoting using the face of the celebrity for any other purpose beyond the scope as selected as making a purchase.
- The Brand and/or Company agrees, at its own expense, to indemnify, defend and hold harmless the Celebrity, Tring, their employees, affiliates, representatives, directors, employees and agents, to the fullest extent permitted by Law from and against any and all expenses, losses or liability of any kind (including reasonable attorneys’ fees and costs) incurred by such Party in connection with any third party claims, administrative proceedings or criminal investigations of any kind directly and proximately arising out of the breach of the indemnifying parties any claim of intellectual property rights infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices.
- In no event shall Tring and Celebrities of Tring be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Agreement or publication of any content, even if Tring has been advised of the possibility of such damages. The total aggregate liability of Tring and Celebrity, in any event shall not exceed the amount paid for the content that is shared to the Brand and/or Company by Tring.
Termination & Refunds
- In the event that the Artist is not able to participate in the brand promotion due to unforeseen reasons (including but not restricted to Covid-19 impact), the Artist shall give a full refund of the amount of Fees received till such time hereunder, immediately from the event of cancellation.
- In case the Company wants to cancel or does not require the Artist to do the promotion, for any reason whatsoever, the Artist and the agency shall be entitled to 25% of the Artist and the agency Fee (if applicable).
Brand/Company agrees that the artist is non-exclusive and the Artist shall be entitled to render similar services to any third party at any time whatsoever.
Governing Laws & Dispute Resolution
All disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, laws of India. Each Party irrevocably submits to the sole and exclusive jurisdiction of the courts of Mumbai.
a. Representations & Warranties:
Each party represents and warrants to other that:
- i. Neither Party has any contractual, legal or any other obligations that may object the performance of any services under this scope of purchase.
- ii. The execution and delivery by each Party of, and its performance of its obligations under, this scope of purchase will not contravene any provision of any applicable laws or any other instrument binding upon such Party or give rise to any rights of third parties against the other Party.
b. Specific Representations of the Tring:
Represents that it has all the permission and authority to represent the Artist and to enter into any transaction or agreement on behalf of the Artist and such transaction and agreement shall be binding on the Artist.
c. Force Majeure:
Neither Party shall be liable to the other for any delay or non- performance of its obligations hereunder arising from any cause beyond its reasonable control including without limitation an act of God, governmental act, epidemic,pandemic, fire, flood, explosion, industrial dispute of a third Party or transmission failure outside the reasonable control of that third Party (“Event of Force Majeure”). Party affected by Event of Force Majeure shall immediately at the first available opportunity notify the other Party of such Party’s inability to perform the scope of purchase due to the Event of Force Majeure.
The terms and conditions, other than the existence and duration, under this scope of purchase and all information supplied in connection with this scope of purchase shall be kept confidential by the Parties here to and shall not be disclosed by either Party to any third party except as may be required by any law, rule, regulation, court order or governmental procedure, and except on a need-to-know basis to each Party’s employees, accountants, auditors, investors, lenders and legal counsel of each Party.
Each Party hereby agrees to indemnify and save harmless the other party including, where applicable its directors, officers, employees and agents (each such party being an "Indemnified Party") harmless from and against and agree to be liable for any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind, incurred by the Indemnified Party that arises out of:
Breach of any of its obligations, covenants or representations and warranties under this Agreement.
Violation of any applicable laws.
Infringement of any third-party intellectual property rights.
Either party shall have the right to terminate this purchase with a Seven (7) days prior written notice to the other Party in case of any material breach by the such Party, of any its representations, warranties and obligations under this scope of purchase, and in the event, Company commits any act which brings TRING or its employees or the Artist into public disrepute, contempt, scandal or ridicule and in the event of Force Majeure.
All notices should be sent to address first mentioned above. Any notice shall be deemed to have been received: (i) if delivered personally, upon delivery; (ii) if posted by courier, three (3) days after the time of posting; and (iii) if sent by email; upon confirmation or successful transmission. Additionally, Parties will comply the following stipulations regarding notices.
No waiver by any Party of any breach by the other of any of the provisions of this Term Sheet shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.
i. Entire Understanding & Severability:
This Term Sheet contains the entire understanding between the Parties and supersedes all prior understandings between the Parties with respect to the subject matter hereof. Any modification, variation, alteration and amendment of the provisions of this Term Sheet shall be mutually agreed in writing and executed by and on behalf of the Parties. In the event any provision of this Term Sheet shall be found to be contrary to any governmental law or regulation of any governmental administrative or regulatory procedure or body, the other provisions of this Term Sheet shall continue in full force and effect.
Each party shall comply with applicable stipulations of the UK Bribery Act 2010 and US Foreign Corrupt Practices Act of 1977 (as amended) and engage only in legitimate business and ethical practices in commercial operations and in relation to governmental authorities.
k. Sexual Harassment Policy:
The Artist represents that it shall comply with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”).
l. Relationship between Parties:
The relationship between Parties is on ‘Principal to Principal’ basis. Nothing contained in this Term Sheet shall constitute or be construed to be or create a partnership, agency or joint venture between the Parties.