Survey Terms & Conditions

GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“T&C”) dated 28nd August 2023 shall be effective from ___29__ day of August 2023 (“Effective Date”) is executed by and between.
Whisper Media Private Limited a company incorporated under the provisions of the Companies Act 1956 and existing under the provisions of the Companies Act, 2013, bearing Corporate Identity Number U93090MH2018FTC315465, and having its registered office at 91SpringBoard, 2nd Floor, Kagalwala House, Kalina CST Road, Santacruz East. Mumbai 400098 hereinafter referred to as “Research Firm” (which expression shall, unless repugnant to the context or meaning thereof, include its successors in interest and assigns) OF THE FIRST PART.
AND
DISNEY-STAR is a company incorporated under the provisions of the Companies Act 1956 and existing under the provisions of the Companies Act, _____, having Corporate Identity Number ______________________and having its registered office at _________________________hereinafter referred to as “Disney” (which expression shall, unless repugnant to the context or meaning thereof, include its successors in interest and assigns) OF THE SECOND PART.
WHEREAS:
a) DISNEY is engaged in the business of media and entertainment inter alia, of television software /Shows procurement, producing programmes/television shows, marketing, brand Solutions, development, distribution and dissemination, broadcast / re-broadcast of movies, television shows on its various television channels owned or operated by DISNEY, now or acquired or rebranded or new channels launched in future (collectively referred to as the “Channel(s)”) which are distributed on various distribution platforms including OTT Platform operated by DISNEY namely “Disney Hotstar”.
b) Research Firm is an online research company & marketing consultant and has represented to DISNEY that it has all the required license, experience, infrastructure, and capabilities to conduct survey, manage all the data and information collected through various Survey’s (defined herein below). Basis the above representation made by the Research Firm, DISNEY has agreed to provide its service to the Research Firm as per the terms and conditions set out hereunder.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed by and between the Parties hereto as follows:
I. Definition
1. Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
2. “Aston” shall mean the creative as set out in Annexure A.
3. “Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests of the entity in question. The term “Controlled” shall be construed accordingly.
4. “Controller” means an entity that determines the purposes and means for processing of Personal Data. For the purpose of this Agreement, Research Firm shall be deemed and referred to as the Controller.
5. Respondent” shall mean the individual, living, natural persons, who are the residing Citizens of India and are aged 18 years and above and have a legal identity supported with the legally acceptable documentation (KYC).
6. “Respondent Data” means any data of the Respondent that Research Firm collects and processes, post obtaining consent of such Respondent’s, through Survey’s under this instrument.
7. “Data Protection Laws” means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement in the Territory
8. “Personal Data” means any data about or relating to a natural person who is directly or indirectly identifiable, having regard to any characteristic, trait, attribute, or any other feature of the identity of such natural person, whether online or offline, or any combination of such features with any other information, and shall include any inference drawn from such data for the purpose of profiling including but not limited to Respondent data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.
9. “Processor” means an entity that processes Personal Data on behalf of the Controller. For the purpose of this Agreement, Research Firm shall be deemed to be, and referred to as the Processor.
10. “Survey” – for the purpose of this instrument Survey shall mean and include study of the opinions, views, etc. of Respondents, regarding various products, industry, services, through Respondent Journey appended herein below in Annexure A.
11. “Term” means for the period commencing from ___August 2023 till __September2023.
12. “Territory” means the Republic of India.

II. Terms & Conditions
1. Based on all Representation and Warranty’s made by the Research Firm hereunder, DISNEY has agreed to provide its Services to the Research Firm as detailed in Annexure A hereto.
2. For the purpose of the Services, DISNEY has agreed to facilitate the insertion of an Aston for the broadcast of the QR code shared by the Research Firm, on DISNEY’s Linear Channel listed in Annexure B herein below, in the manner set out in Annexure A.
3. Before answering questionnaire(s), potential Respondent shall read the introduction post which he/she will provide their consent by clicking the (“I agree click box”) on the landing page of the survey, only then such potential Respondent will be able to proceed with the survey in order to answer the questionnaire(s). In process of answering questionnaire, Respondent shall fill in criteria and cellular phone number, email id, age etc of the Respondent.
4. The questionnaire of the survey can be based on matters like of businesses, industries, entertainment, health, food, and beverages, electronic, toiletries, consumer products, education etc.
5. The Research Firm has represented and agreed that it shall, at its complete liability, sole costs, risks, and expenses, organise a Lucky Draw for all the Respondents participating in the Survey’s. Research Firm shall further decide and declare the “Winners”(Respondents who will be selected by means of a lucky draw, held by the Research Firm). The Winners selected by the Research Firm will be among those Respondents who have met all the eligibility criteria(s) which are determined by the Research Firm, pertaining such Survey’s. The Research Firm agrees, represents, and undertakes that the Lucky Draw shall be the sole responsibility of the Research Firm and the same shall be transparent and in accordance with Applicable Laws. The Research Firm agrees and undertakes to indemnify DISNEY against any and/or all claims arising out of or in relation to this instrument and such Lucky Draw’s, Surveys, questionnaire’s, data collection, data processing, Respondent claim, complaints, regulatory, administrative, judicial – proceedings, orders, notices, direction etc. The Research Firm shall update the terms and conditions from time to time in compliance with all the Applicable laws and shall publish the terms & conditions on its website.
6. Research Firm further agrees and undertakes to conduct the survey through a verified link which shall have the survey T&C embedded in the same, in accordance with the prevailing data protection laws of India, Information and Technology Act, 2000 and the Consumer protection Act, 2019. Research Firm shall be completely liable for collection, processing and storage of any Respondent data, information under this instrument, DISNEY shall not be held responsible for any claim, suit, proceedings, complaints arising out of or in relation to this instrument, data- collection, processing, storage, or such survey.
7. If any disputes occur between the Respondent and Research Firm, the same shall be first, resolved amicably. Irrespective of anything contained herein, DISNEY shall not be made a party or held liable for any act of the Research Provider and/or Respondent and/or any such dispute, claim, suit, proceedings, loss, damages etc arising out of or relating to this instrument.
III. Representation and Warranty of Research Firm

The Research Firm, hereby agrees, represents, and warrants that-
1. It is committed to complying with the all the Applicable laws and safeguarding the Respondent Data in accordance with the terms of this instrument and shall all times maintain privacy of the same. The Research Firm hereby warrants and represents that all the responses of the Respondent pertaining the questionnaires from the survey will be collected in compliance with the Applicable laws in a safe and secure manner and will be protected from any data theft, unwarranted use.
2. The Research Firm hereby represents and warrants that it will completely erase all traces of Respondent response, Respondent data and information and all such information and data of DISNEY and/or Respondent in its custody, from its systems and records, and shall not retain the Respondent data in any manner post expiration of Term or earlier termination of this instrument.
3. The Research Firm, agrees and undertakes not to use and/or deal with Respondent Data for any other purpose apart from that explicitly agreed herein.
4. The Research Firm, agrees and undertakes to comply with DISNEY’s standard terms and conditions for data Protection and other DISNEY relevant policies, as amended from time to time.
5. Respondent its, data, information, and responses shall remain anonymous, and the Research Firm shall not share or transfer it to any third party, such data shall be collected post obtaining consent of the Respondent, for such data collection at the beginning of the Survey.
6. If there is any part or entire of Research Firm business or operation which transfers and/or sells, or integrates with any other party (or in negotiation for those purposes), Respondent's answers and data (if any) may be disclosed to such parties on a need to know basis only and a non-disclosure instrument with effect to such obligation, in accordance with the prevailing laws and regulations shall be executed between the Research Firm and any such party(s).
7. Respondent shall have the right to request for deletion of its personally identifiable data and information by requesting the same to the Research Firm, such request can be sent to : https://in.whispermediaworld.com/_,Research Firm will then delete such data and information of the Respondent in 3x24 hour after all requirements for such procedural deletion are met.
8. Research Firm hereby agrees to defend, indemnify and shall keep indemnified and hold harmless, DISNEY, its Affiliates and each of their respective officers, directors and employees from and against any and all claims, demands, damages, losses, liabilities, costs,(including all expenses and costs of enforcing rights under the instrument )and claims (including third-party claims) arising out of or caused by the breach or alleged breach of any representation, warranty made by the Research Firm under this instrument, for violation of applicable laws, applicable permits, codes, ordinances or regulations in relation to the said services, for any claim or liability or loss, that have resulted from any fraud, negligent or wilful act or omission of the Research Firm or its respective officers, employees, representatives or agents in the performance of this instrument. This clause shall survive the expiry or termination of this instrument. DISNEY will not be a Party nor will be liable in any manner for any claims with regards to the QR code, content, manner of advertisement, survey, questionnaire, campaign, collection of information, data and the Research Firm will be solely liable for the same.

VI. Miscellaneous
1. Term & Termination- These General Terms and Conditions shall be effective from the Effective date of this instrument and shall remain valid and binding for a period of three months. Either Party may terminate this instrument by prior written notice of thirty (30) days to the other Party. The rights, duties and responsibilities of DISNEY and the Research Firm shall continue in full force and effect during the period of notice.
2. Intellectual Property Right: Research Firm understands and acknowledges that any and all Intellectual Property Rights including copyrights, trademarks or other marks owned by DISNEY or any of its Affiliates, subsidiaries including those licensed to DISNEY by any third party (“DISNEY’s Intellectual Property”) shall under no circumstance become the property of the Research Firm and nothing contained herein shall be deemed to create any right in favour of the Research Firm in DISNEY’s Intellectual Property except a limited written right granted by DISNEY (if any) under this instrument to use the same for the purpose of provision of services, solely restricted to this instrument.
3. Confidentiality: Research Firm shall at all times keep confidential and not reveal, disclose or make public, directly or indirectly any information related to this instrument including, data information of Respondents, financial or other information in connection with the materials, Services, the terms of this Instrument or the business of DISNEY to any party (other than its officers, directors, stakeholders and legal or financial advisors who are bound by the terms of this instrument, only on a need to know basis i.e. to the extent necessary to consummate the transactions contemplated hereby) or issue any publicity, media report, press release, social media update or any statement relating to this instrument.
i. Neither the Research Firm nor persons or concerns retained by it shall disclose or make available to any third party any information concerning the Services, or any confidential or proprietary materials as the Research Firm or such persons may have gained access to in the course of this Instrument, or any information or data relating to of DISNEY’s operations, existing or future television programming or any other information regarding DISNEY, its Affiliates and subsidiaries which the Research Firm may have access to or which the Research Firm has discovered, gained in the course of this Instrument. The Research Firm and persons retained by it shall make no statements to the press or any media service regarding DISNEY, or its operations and activities without prior written approval from DISNEY.
ii. Any documents, artwork etc. provided to the Research Firm for the purpose of provision of the Services under this Instrument shall be deemed to be confidential and shall not be shared by the Research Firm to any third party nor shall the same be misused or used for any purpose other than this Instrument. Such material may be shared with a few employees only on a need-to-know basis and such employees shall be bound by similar or more stringent confidentiality requirements.
4. Entire Instrument- This instrument constitutes the entire instrument between the Parties with respect to the subject matter hereof. It shall not be modified except by a written instrument executed by both Parties.
5. Severability- If any provision of this instrument is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this instrument which shall remain in full force and effect. The Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
6. Assignment- Research Firm shall not assign, transfer, charge, or deal in any other manner with this instrument or any of its rights, obligations, duties hereunder to any other third party without the prior written consent of DISNEY. DISNEY may assign this instrument or any rights hereunder in its sole discretion.
7. Relationship- The relationship between DISNEY and the Research Firm is on a principal-to-principal basis that of Respondent and Research Firm. The Research Firm is acting for its own account at this sole costs and expense and is in no way DISNEY’s legal representative, partner for any reason whatsoever.
8. Compliance with Laws- Research Firm shall comply with all applicable laws and regulations as they relate to its performance of Services under this instrument. This instrument shall be governed, interpreted by, and construed in accordance with the substantive laws of India.
9. Waiver- The failure of either Party to enforce or to exercise at any time or for any period any term of or any right pursuant to this instrument shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
10. Force Majeure- Neither DISNEY nor the Research Firm shall be liable for any inability to fulfil their commitments hereunder occasioned in whole or in part by force-majeure, strike, lock-out, fire, breakdown, war, destruction of network, act or regulation of Government, inability to secure Government authorisation and / or approvals or any other cause beyond their reasonable control (“Force Majeure Event”). The Party claiming the Force Majeure Event shall promptly notify the other Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage. If the Force Majeure Event continues for more than 30 consecutive days, the other Party may terminate this Instrument with immediate effect on giving written notice and neither Party shall be liable to the other for such termination.
11. Stamp Duty and Incidental Expenses- The Parties herein expressly agree that amount of stamp duty/registration charges if any payable in respect of this Instrument shall be borne and payable by the Research Firm.
12. Governing law - This instrument shall be construed, governed by, and interpreted in accordance with the laws of India. Each of the Parties hereto (i) irrevocably agree that the courts located in Mumbai, India shall have sole and exclusive jurisdiction over any suit or other proceeding arising out of or in relation to this Instrument; (ii) submits to the venue and jurisdiction of such courts.
13. Interest- The Research Firm undertakes to pay an interest @12% (twelve percent) to DISNEY on any sums, which remain unpaid beyond the Due Date (“Late Payment Interest”). The imposition and collection of interest on late payments does not constitute a waiver of Research Firm’s obligations to pay the amounts due and payable under the Instrument by the Due Date. The payment of the Late Payment Interest shall be in addition to any other rights and remedies that DISNEY may have under the Instrument and under Law.
14. All the information, data, content related to the advertisements, campaigns etc. will be provided by Research Firm to DISNEY under this Instrument. The Research Firm should ensure that all such campaign or advertisement material furnished by the Research Firm to DISNEY under this Instrument will be in complete compliance with all the applicable laws, rules and regulations prevailing in the land. DISNEY will not be a party nor be liable in any manner whatsoever for any claims, suits, proceedings including third-party claims arising out of or in relation to the aforesaid information or advertisement/campaign material furnished by Research Firm to DISNEY under this Instrument or any Deal Terms, all such claims will be directed to Research Firm and Research Firm will be liable and responsible to entertain all such claims and will defend DISNEY in its best capacity.


IN WITNESS WHEREOF the Parties hereto have set their hands to this instrument on this day, month and year written hereinabove.


Accepted and agreed to:
DISNEY STAR



_________________________________
Name:
Designation: Authorised Signatory Accepted and agreed to:
WHISPER MEDIA PRIVATE LIMITED



_________________________________

Name:
Designation:





 

ANNEXURE A

1. Scope of Services of DISNEY:
i. To display QR Code embedded in an Aston over Linear Channels for a fixed period of time, in an agreed manner and layout during the Term of this instrument.
2. Survey:
a. The survey will take 5-7 minutes and revolve around basic brand research related questions (Brand awareness, ad recall, message recall & association, favourability & consideration)

3. Lucky Draw format and Terms and Conditions
a. Lucky draw, for the purpose of incentivising the respondents, will take place at the end of the study (i.e., once the required sample size of the specific target audience for the brand is filtered out from the total number of completes).
b. 10% of the completes will be rewarded via UPI or Amazon/Myntra vouchers. Rewards per respondent will not be more than INR 1000 in value.
c. All cost, expenses and risk relating to any Survey, data collection, operation and organizing of lucky draw is the sole responsibility of the Research Firm and DISNEY shall not be liable for the same in any manner whatsoever.
4. Respondent Journey & Manner of Placement of Aston on Linear Channels
a) Aston band to appear with QR code, will appear once every hour on the Channels-Star Pravah and Asianet (Two 10 sec Astons+ QR code bug will stay on screen for the entire 30 sec duration)
b) Respondents can view the QR code which can be scanned using a mobile device, tablet or the likewise. Respondents can scan the QR code which shall direct them to the Survey conducted by the Research Firm.
c) Respondents shall then express their views and opinion through the Survey conducted by the Research Firm.
d) After the Running Text with QR code appears, the participant should complete the Survey questionnaire within one hour of scanning the QR code to qualify for rewards, basis lucky draw. Only completed responses (for the specific brand target audience) will be consider for rewards.
e) After Respondent finishes answering each question, responses are already locked and cannot be edited. In the end, the Respondent needs to click and submit the questionnaire to complete the Survey.
f) Winners selected by the Research Firm through the lucky draw, will be eligible to win cash rewards through UPI /vouchers (Vendor to take care of the same)





 
ANNEXURE B


Linear Channel – Star Pravah/ Asianet

Note* The Linear Channels in Annexure B may be subject to change, as and when mutually agreed between the parties.
In an event the Parties wish to amend the same, then such should be expressly communicated and duly agreed between the parties over a written email.