CHANNEL MANAGEMENT AGREEMENT
This terms and conditions of this agreement (the "Agreement") governs the relationship
between you (the “Channel Owner”) and Ping Digital Broadcast Private Limited BFC (“Ping”)
a company incorporated under the Companies Act 1956 India, having its registered branch
office at F1-111C, Behind China Mall, AFZA, Ajman, UAE .The “Channel Owner” is desirous of
engaging Ping to render the Services (hereinafter defined) and grant License (hereinafter
defined) to Ping in accordance with the terms and conditions of this Agreement. By clicking on
the acceptance button that follows this Agreement the “Channel Owner” indicates its
acceptance to the terms of this Agreement, the “Channel Owner” covenants and agrees to be
bound by the terms of this Agreement. The “Channel Owner” acknowledges that the “Channel
Owner” has read, understood and assented to the terms and conditions of this Agreement. The
“Channel Owner” acknowledges and agrees that the “Channel Owner” is authorized to upload
the Content to the Ping network only if the “Channel Owner” agrees to abide by all laws
applicable to this Agreement. By submitting the Content to Ping, the “Channel Owner”
expresses the “Channel Owner’s” intention of engaging the Services of Ping and granting the
License to Ping.
The Channel Owner acknowledges and agrees that Ping’s acceptance of the Channel Owner’s
offer of engaging the Services of Ping is subject to and conditional upon the following:
1. The Channel Owner is in the business of producing and distributing original
2. The channel and the content follow the rules and policies as defined by You Tube.
3. No third party owns the content or the You Tube channels and the channel owner
The channel and content have no pending community strikes, channel strikes,
copyright infringement notices and have their monetization enabled.
possesses all rights and clearances to run this You Tube channel unencumbered.
Further the channel owner has all the rights to monetize this content and their
ownership on the content and channel is undisputable.
4. The channel owner is not executing this agreement on behalf of anyone else.
5. The Channel Owner runs and manages this channel on You Tube.
6. The Channel Owner is legally of age and authorized to execute this agreement.
Ping shall have no obligation to perform under this Agreement unless and until all the
Conditions Precedent are satisfied by the “Channel Owner” to the satisfaction of Ping. Upon
the satisfaction of the Conditions Precedent by Ping, Ping shall notify to the “Channel Owner”,
Ping’s acceptance in writing (e-mail’s permitted). Ping shall at its own discretion accept the
offer to enter into this Agreement by the “Channel Owner” and Ping is not under any
obligation to accept the offer of the “Channel Owner”.
In consideration of the mutual agreements and undertakings of the parties set forth herein below, and for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the Parties hereto hereby agree as follows:
The “Channel Owner” and PING are hereinafter individually referred to as “Party” and
collectively as “Parties”.
1.1. “Affiliate” shall mean in relation to any “Channel Owner”, any subsidiary or holding
“Channel Owner” of such “Channel Owner” or any subsidiary of the holding “Channel
Owner”; or any other entity controlling or controlled by such “Channel Owner”. For
these purposes, an entity shall be treated as being controlled by another if that other
entity has thirty three point three three percent (33.33%) or more of the votes in such
entity, is able to direct its affairs and/ or to control the composition of its boards of
directors or equivalent body.
1.2. “Channel(s)” shall mean a YouTube channel(s) owned or legitimately licensed and
operated by the “Channel Owner” on which the Content is distributed.
1.3. “Content” shall mean such non-linear content, which is owned or legitimately licensed
by the “Channel Owner”.
1.4. “Delivery Method” shall mean via FTP, DVD / CDR, or any other delivery mode as
may be mutually agreed to by the Parties in writing. The “Channel Owner” may upload
the Content directly to the Channel if required and directed by PING in writing.
1.5. “Devices” shall mean and include the digital devices including laptops, desktops,
mobiles, handheld devices, tablets, phablets, Smart TV etc. and all internet enabled
devices and such other devices as may be invented from time to time, which may or
may not have telephony capability, either in-built or in conjunction with any device or
software which allows it to have a telephony usage, accessed by wires or wireless
1.6. “Effective Date” shall mean the date of this Agreement.
1.7. “Gross Revenue” shall mean 100% of all revenues received from YouTube in relation
to the number of views garnered by the Content without deduction of any taxes or any
other related expenses.
1.8. “Integrations” shall mean products or services integrated into or configured in
association with the Content for which consideration is paid to Ping, including, but not
limited to “sponsorships.” All Integrations shall be subject to the approval of the
1.9. “Internet Rights” means the right to make available, distribute or otherwise exploit
the Content or any parts thereof by way of transmission, re-transmission and
distribution, redistribution by any system(s) through linear or non-linear transmission
which enables the distribution, communication, playback by the viewer, using any on-
demand means, streaming only by the viewer and/or any other manner of making
available the Content to the viewer for viewing via the worldwide computer network
integrated through the use of the TCP/IP protocol known as the “internet/net” and/or
any other system or combination thereof that employs the TCP/IP protocol, including,
without limitation, any broadband, OTT, or other technology known now or invented at
a future date as may be permissible under law from time to time, which system
enables reception and display on various Devices.
1.10. “License” shall have the meaning ascribed to it under Article 3.
1.11. “PING Network” shall mean the network of YouTube channels owned or legitimately
licensed and managed by PING.
1.12. “Revenue Generated” shall mean all Gross Revenues received from the views
garnered by the Content less deduction of applicable taxes, advertising, marketing and
1.13. “Services” shall have the meaning set out in clause 2 of this Agreement.
1.14. “Term” shall have the meaning ascribed in clause 4 of this Agreement.
1.15. “Territory” shall mean the entire World unless specified in written communication by
the “Channel Owner” to PING.
1.16. “YouTube” shall mean the website youtube.com.
2.1. PING shall render the following services to the “Channel Owner”:
2.1.1. Manage the Channel in the Ping’s Network and distribute the Content and any
other content via the said Channel.
2.1.2. Edit the Content subject to the “Channel Owner’s” prior written approval, (if
required) by using, editing, modifying, altering portions and creating
combinations of the Content. All such edited Content will be 100% owned by
the “Channel Owner”.
2.1.3. Distribute the Content via the Channel throughout the Territory in all
languages, for the Term on terms and conditions provided in this Agreement.
2.1.4. Use the Channel to promote the Content over all media and formats.
2.1.5. Upload the Content on any channel belonging to PING.
2.1.6. Migrate the Channel to PING Content Management System and manage and
distribute the Channel through the PING Content Management System.
2.1.7. Showcase and promote the Channel as part of the PING Network, on a best
2.1.8. Collect the Revenue Generated from the exploitation of the Content and
Channel on YouTube.
2.2. The “Channel Owner” shall be entitled access to the analytics provided by YouTube to
PING in relation to the Channel and/or the Content.
2.3. Ping shall further have the right to register the Content and claim the Content on
YouTube vide. the Content ID feature on YouTube.
2.4. PING shall have the right to add, append, edit, delete, modify any meta tags
associated with the channel or its content to help promote the content or correct any
information when misrepresentations and violations are brought to its notice by
YouTube, any third party or are detected by its own systems without the prior
approval of the “Channel Owner”.
2.5. PING shall further have the right to publish promoted video campaigns in relation to
the PING Network and channels affiliated thereto in the Channel and its content,
without the prior approval of the “Channel Owner”.
3.1. The “Channel Owner” grants to PING an exclusive, non-revocable, sub licensable,
transferable, right and license to use, manage and exploit the Internet Rights in
relation to the Content and/or the Channel for the Term and in the Territory, in the
manner as set out in this Agreement.
3.2. PING and the “Channel Owner” agree that PING shall have the exclusive right, during
the Term, to exploit the Internet Rights in relation to the Content and/or the Channel,
either by itself or through third parties, in any manner whatsoever. PING shall have
the right to exploit the advertising inventory of the Channel, in a manner as solely
determined by PING at PING’s sole discretion. The “Channel Owner” acknowledges and
agrees that PING shall have the right to enter into any distribution agreements in
relation to the Content and/or the Channel.
3.3. The “Channel Owner” hereby grants PING the exclusive right to procure, solicit and
arrange Integrations and enter into integration agreements directly with agencies or
advertisers, subject to “Channel Owner’s approval over the material terms of such
Integrations. In the event, the “Channel Owner” receives an inbound Integration
opportunity; the “Channel Owner” agrees to forward such opportunities to Ping for
negotiation and execution.
3.4. The “Channel Owner” acknowledges that the “Channel Owner” does not and shall not
have any rights whatsoever in connection with obtaining any sponsorships,
advertisements, promotions or marketing in connection with the Content and/or the
Channel or otherwise exploiting the Channel in any manner whatsoever.
3.5. The Parties agree that the “Channel Owner” shall neither appoint any other person /
entity to manage the Content and/or the Channel on YouTube or via the Ping CMS nor
appoint any other person / entity to collect the Revenue Generated from the
exploitation of the Content and/or the Channel on YouTube during the term of this
3.6. The “Channel Owner” hereby grants Ping a non-exclusive right during the Term to
market, promote, determine and procure “windowing” opportunities for the Content in
off-line platforms, subject to the “Channel Owner’s” prior written approval and such
approval shall not be unreasonably withheld by the “Channel Owner”. The “Channel
Owner” shall notify Ping of all previously entered into agreements regarding the
Content and/or the Channel(s).
3.7. In the event, the “Channel Owner” creates any new YouTube channel during the Term
of this Agreement, PING shall have the right of first refusal to render Services in
relation to such YouTube channel.
4.1. The term of this Agreement shall be for a period of 30 days commencing from the
Effective Date of this Agreement (“Term”) unless terminated earlier pursuant to the
provisions of this Agreement. After the first 30 days, this Agreement shall stand
automatically renewed for another 90 days unless a notice to not to renew this
Agreement is issued by either Party 7 days prior to the expiry Term.
4.2. The “Channel Owner” may notify its intention to leave Ping Network and to start the
process of unlinking automatically (unless convinced not to by PING) by pressing the
“Unlink” button as provided in its You Tube dashboard. PING will not be obliged to
entertain any “Unlink” request received by any other method including communication
with its agents.
5. Payments & Consideration:
5.1. In consideration of the Services provided by PING, PING shall be entitled to such share
of the Revenue Generated as detailed in Schedule 2 of this Agreement.
5.2. All payments received from YouTube by the Channel Owner shall be dealt with as
mentioned in Schedule 2 of this Agreement.
5.3. The Parties agree that only the channel owner shall receive the payments as detailed
in schedule 2 and no other party shall have the right or obligation to receive or collect
the payment. The ”Channel Owner” agrees that he will provide accurate and correct
information for receiving this payment and support it with paperwork wherever
5.4. In case of any misuse or misrepresentation Ping will suspend all payments with
immediate effect and will not be liable for making any payments (pending or
subsequent) with immediate effect from the time it occurs until this is rectified and
supporting information that verifies the “Channel Owners” Claim is provided.
5.5. It is explicitly agreed by both parties that for any channels and content suspended,
You Tube and its policies, Ping will suspend all payments with immediate effect and
will not be liable for making any payments (pending or subsequent) with immediate
effect from the time it occurs unless the parties agree otherwise in writing.
6. Content Support & Update:
6.1. The “Channel Owner” shall provide support required by PING for the purposes
contemplated under this Agreement.
6.2. The “Channel Owner” shall provide regular Content updates as agreed between the
Parties in writing.
6.3. The “Channel Owner” shall provide the Content via the Delivery Method and in
accordance with any requirement and specification provided by PING in order to
enable PING to provide the Services as contemplated in the Agreement.
7. The “Channel Owner” represents and warrants that:
7.1. The “Channel Owner” has the right and authority to enter into this Agreement and to
grant permissions to PING as set out in this Agreement and shall fully perform each
and all of the terms and obligations of this Agreement to be performed by the
7.2. There are no agreements or arrangements between the “Channel Owner” and any
other person or entity which will in any way interfere with the engagement of PING by
the “Channel Owner”.
7.3. That any and all materials comprising or related to the Content delivered or to be
delivered hereunder are free and clear of all security interests, liens, restrictions and
encumbrances of any kind which will or may in any way interfere with the full
enjoyment by PING of the rights granted under this Agreement.
7.4. There are no claims, actions, suits, arbitrations, or other proceedings pending or
threatened with respect to the Content.
7.5. The “Channel Owner” has not made nor shall hereafter make any agreement with any
third party which could interfere with the full performance of the “Channel Owner’s”
obligations hereunder and the engagement of PING.
7.6. The Content does not violate YouTube's Terms of Service and that the “Channel
Owner” shall abide by YouTube’s Terms of Service
(https://www.youtube.com/t/terms) and community guidelines
(https://www.youtube.com/t/community_guidelines) and other policies and guidelines
of YouTube. The “Channel Owner” acknowledges and agrees that adherence of
YouTube policies and guidelines are a material term of this Agreement.
7.7. The “Channel Owner” owns or is the legitimate licensee of all copyrights in the Content
or has authorization to upload it and that no other person or party has right or interest
in the Content as a co-owner, partner, mortgagee, charge holder or otherwise
7.8. The Content shall be original and shall not, nor shall the exercise by PING of any rights
granted under this Agreement, violate or infringe upon any trademark, trade name,
service mark, copyright, patent, or any literary, intellectual, dramatic, musical,
artistic, personal, private, civil, contractual or other property right, or right of privacy,
right of publicity, or any other right of any person or entity, or constitute unfair
competition, or defame any person or entity.
7.9. The Content shall be free of explicitly or implicitly vulgar, obscene and/or unsuitable
7.10. The Content shall be free of adverse, offensive / derogatory reference to corporations,
companies or brands, to any person, living or dead.
7.11. The Content shall not communicate words which incite terrorism, the misuse of
weapon, or encourage or incite a person to commit criminal offence, or encourage or
incite any person to use harmful substance or engage in dangerous practices.
7.12. The “Channel Owner” shall provide the Content to PING to perform the Services in
accordance with the commercially reasonable Delivery Method and specifications (if
any provided) in a commercially reasonable timely manner.
7.13. The “Channel Owner” shall not upload the Content on YouTube on any channel other
than the Channel. The “Channel Owner” expressly agrees that any use, monetization
or exploitation of the Content on YouTube by the “Channel Owner” is not permitted in
any manner whatsoever other than through this Agreement.
8. Intellectual Property Rights:
8.1. It is acknowledged and agreed by the Parties that all copyrights, including but not
limited to, all intellectual property rights of the unedited Content shall vest solely and
exclusively with the “Channel Owner” at all times and that PING shall be engaged
solely for the purpose of rendering the Services, distribution, marketing and
monetizing the Content – only on YouTube in terms of this Agreement.
8.2. All intellectual property rights in the channels owned by the “Channel Owner” shall at
all times remain with the “Channel Owner”.
9. Termination and Consequence of termination:
9.1. This Agreement may be terminated –
9.1.1. By the “Channel Owner”
220.127.116.11. If PING defaults in payment of revenue share, within the mutually agreed time
9.1.2. By PING
18.104.22.168. If the “Channel Owner” is found to be in breach of any of its obligations,
22.214.171.124. If any Content receives two (2) strikes from YouTube;
periods on three consecutive occasions and fails to rectify the same within
ninety (90) days of intimation in writing to do so by the “Channel Owner”.
warranties and representations under this Agreement;
126.96.36.199. If the “Channel Owner” is infringing any third party intellectual property rights.
9.1.3 PING shall have the right to remove the channel or content immediately and terminate
this Agreement by providing the “Channel Owner” a seven (7) days prior written
notice without assigning any reasons thereto.
9.2. Effects of Termination: In the event of termination of this Agreement, in accordance
with Article 9:
9.3. PING / the Channel Owner shall release all the payments due till the date of
termination in accordance with Article 5 to the other Party and as per revenue share
mentioned in Schedule 2 of this Agreement. The payment due for this purpose shall
include the Revenue Generated from the Content distributed by PING till the
termination of this Agreement.
9.3.1. Both Parties shall be immediately upon termination be released from all further
obligations, however, it is agreed that PING shall continue to collect revenue from
YouTube for a period of six (6) months after the termination and would ensure that it
remits the revenue share to the Channel Owner in accordance with Article 5 &
Schedule 2 of this Agreement.
9.3.2. Notwithstanding, anything stated in hereinabove, it is agreed that the Parties shall
share the Revenue Generated in accordance with Article 5 & Schedule 2 for a period of
6 (six) months from the date
10.1. The “Channel Owner” shall indemnify PING, and shall always keep it indemnified and
harmless, against all claims, actions, costs, losses, damages, suits, prosecutions,
including legal fees which PING may suffer/incur on account of or arising out of or in
relation to any representation or warranty given under this Agreement or due to any
failure on the part of the “Channel Owner” to comply in whole or any part of its
obligations contained in this Agreement or YouTube's Terms of Service.
11.1. Each Party agrees to keep and secure to be kept secret and confidential any and all
written and/or oral information of any kind including that relating to the terms of this
Agreement and the business of the Parties obtained from the other Party pursuant to
this Agreement or prior to it through any conversation, meeting, discussion, and/or
negotiation and to disclose the same only to those of its officers, employees, agents,
contractors or subcontractors on a need-to- know basis and only to the extent
necessary for each of them to perform such Party’s obligations under this Agreement.
11.2. Each Party undertakes to the other Party to use and handle all customer information
subject to all laws, rules, regulations, codes, guidelines and directives in force from
time to time applicable to confidentiality and personal data protection.
12.1. This Agreement supersedes all earlier agreements, arrangements, letters
correspondence, understandings etc. with respect to the subject matter of this
Agreement. Any modification, amendment or alteration in respect of this Agreement or
any provision hereof shall not be valid or effective unless the same is/are reduced in
writing and signed by the Parties hereto.
12.2. PING can assign or transfer this Agreement to any of its Affiliates or any of its rights or
obligations hereunder without the prior written consent of the “Channel Owner”.
12.3. A provision or a right under this Agreement may not be waived unless waived in
writing and signed by the Party granting the waiver, or varied/amended except in
writing and signed by the Parties.
12.4. The Parties acknowledge and agree that the clauses pertaining to “Indemnity”,
“Intellectual Property Rights” and “Confidentiality” hereinabove shall survive the
termination and/or expiry of this Agreement.
12.5. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law and may be exercised singularly or concurrently.
12.6. This Agreement shall be signed and executed in duplicate, each of which shall be
deemed to be an original and both together shall constitute the same instrument.
13. Force Majeure:
13.1. It is expressly agreed that neither Party shall be liable for any default, delay or lapse
occurring due to reasons of Force Majeure including war, strike, theft, tempest,
sabotage, change of law or any other act of God.
14. Limitation of liability:
14.1. Neither Party shall be liable to each other for indirect, consequential, special, punitive
or exemplary damages or penalties arising from or related to this Agreement. PING’s
maximum liability under this Agreement shall be to the extent of the “Channel
Owner’s” share of the Revenue Generated to be paid under this Agreement to the
“Channel Owner” as of the date of the amount of such liability being fixed.
15.1. Any notice or other communication to be given under this Agreement shall be in
writing and shall be served by personal delivery or by email or by facsimile or by
prepaid registered post or by courier to the addresses of the Parties specified in this
Agreement or as are notified by either Party to the other from time to time. Any notice
or communication given under this Agreement shall be deemed to be served / received
by the other Party within 48 hours of posting, or immediately upon personal delivery
or faxing if the transmission report indicates that the fax transmission was successful.
16. Dispute Resolution and Arbitration:
16.1. In the event of any dispute between the Parties during the subsistence of this
Agreement or thereafter, concerning the validity, interpretation, implementation of
any provision of this Agreement or any other matter arising from or in connection with
this Agreement, the Parties shall use their best endeavors to resolve the dispute
amicably. In the event that the Parties fail to resolve the dispute amicably within a
period of thirty (30) days from the date of the dispute, either Party shall refer the
dispute to arbitration of a sole arbitrator to be appointed by both the Parties mutually.
The award of the arbitrator so appointed shall be final and binding upon the Parties.
The arbitration proceedings shall be conducted under the Arbitration and Conciliation
Act, 1996. The venue of the arbitration shall be Mumbai and the arbitral proceedings
shall be conducted in English language. [Note: To be discussed]
17.1. If any provision of this Agreement shall be found by any court, government or
administrative body of competent jurisdiction to be invalid or unenforceable, the
invalidity or un-enforceability of such provision shall not affect the other provisions of
this Agreement and all provisions not affected by such invalidity or unenforceability
shall remain in full force and effect. The Parties hereby agree to attempt to substitute
for any invalid or unenforceable provisions with a valid or enforceable provision, which
achieves to the greatest extent possible the economic, legal and commercial objectives
of the invalid or unenforceable provision.
18.1. This Agreement shall be governed by and construed in in accordance with the laws of
India and shall be subject to the competent courts at Mumbai alone.
By clicking on the acceptance button, the “Channel Owner” hereby certifies and represents
that the “Channel Owner” has read the foregoing and fully understand the meaning and effect
thereof, and, intending to be legally bound, the “Channel Owner” accepted the terms and
By clicking on the acceptance button, the “Channel Owner” hereby authorizes PING to verify
its channel information and to send it an Invitation to join the PING network.
Payment and Consideration
1. The Parties agree that, the fees for the Services rendered by PING under this
agreement shall be 30% (thirty percent) of the Revenue Generated.
2. PING shall retain an amount equal to 30% (thirty percent) of the Revenue Generated
and shall subject to clause 5 of this Schedule 2 and remit the excess amount (i.e. 70% (seventy percent) of the Revenue Generated) to the “Channel Owner” as per the terms
3. The Parties further agree to pay or bear liability for income tax on their respective
share of income.
4. It is agreed that Parties need to comply with applicable tax laws requirement and will
cooperate with each other for the same.
5. PING shall not be liable to pay any royalties in respect of the Content and the
“Channel Owner” shall be solely responsible to make payment of the same.
6. All Revenue Generated from the views garnered by the Content on YouTube, shall, at
the first instance, be received by PING only. PING shall, thereafter, make payment to
the “Channel Owner” (less withholding taxes) of Revenue Generated to the “Channel
Owner” by wire transfer, PayPal or any other transfer method as stipulated by the
channel owner on the Ping CMS within Thirty (30) days from the date of receipt of the
Revenue Generated. If the “Channel Owner’s share of Revenue Generated is less than
$5 only (“Minimum Disbursement Threshold”), during the reporting period, the balance
may be carried over into the following quarter(s) and distributed to the “Channel
Owner” when the “Channel Owner’s share of Revenue Generated is over and above the
Minimum Distribution Threshold.
7. The “Channel Owner” shall inform PING of the desired payment method on the PING