These Terms and Conditions ("Terms" or "Agreement") shall apply to all clients who register as a business ("Client"), including but not limited to event planners, pubs, lounges, bars, restaurants, and cafe owners, and hotels, who intend to hire artists on payroll or want to make bulk deals through the online platform operated by GROOVGIG ENTERTAINMENT Private Limited ("Groove & Gigs" or "we" or "us" or "our").
By using Groove & Gigs' platform, the Client agrees to be bound by these Terms, the Privacy Policy, and any other policies or guidelines posted on the platform. If the Client does not agree to these Terms, they should not use the platform.
Definitions & Interpretations
- "Artist" means any individual or group of individuals who are registered on the Groove & Gigs platform as service providers for live musical performances.
- "Artist Content" means any content created, produced, or licensed by the Artist to perform on behalf of the Client, including but not limited to music, videos, photographs, and other media.
- "Booking" means the agreement between the Client and the Artist for the provision of the Artist's services for an Event, as confirmed through the Groove & Gigs platform.
- "Booking Amount" means the total amount payable by the Client to Groove & Gigs for the Artist's services for an Event, as specified in the Booking confirmation.
- "Event" means a live performance or appearance by the Artist that has been booked by the Client through the Groove & Gigs platform, and may include, but is not limited to, concerts, gigs, weddings, corporate events, private parties, and any other live performance or appearance by the Artist.
- "Platform" means Groove & Gigs' online platform, accessible through its website, mobile applications, and any other means provided by Groove & Gigs, which connects Clients with Artists to hire the Artist's services.
- "Platform Fee" means the fee charged by Groove & Gigs to the Client for using its Platform to hire an Artist, which shall be 20% of the total Booking Amount.
- "Transaction" means any interaction between the Client and Groove & Gigs, including but not limited to the creation of a Booking, payment of the Booking Amount, and any communication through the Platform.
- "Client Content" means any content provided by the Client, including but not limited to information provided during registration, Booking details, and feedback and reviews of the Artist's services.
Account Registration and Use
- To access the Groove & Gigs platform as a Client, you must register an account on our website and provide us with accurate and complete information about yourself and your business. By registering an account, you represent and warrant that you are authorized to enter into this Agreement on behalf of your business.
- You agree to keep your account information up-to-date and accurate at all times. You are solely responsible for maintaining the confidentiality of your account login credentials, and you agree not to share them with any third party. You are responsible for all activities that occur under your account.
- Groove & Gigs reserves the right to suspend or terminate your account, or refuse any and all current or future use of the Groove & Gigs platform, in our sole discretion and without notice, if we have reason to believe that you have violated any provision of these Terms or any applicable law or regulation.
- As a Client, you agree to use the Groove & Gigs platform only for its intended purposes, including but not limited to searching for, booking, and paying for Artists for your events or venues. You agree not to use the platform for any illegal or unauthorized purpose, and you agree to comply with all applicable laws and regulations in your use of the platform.
- You understand and agree that Groove & Gigs may use your account information and any other information you provide in accordance with our Privacy Policy. You further agree that Groove & Gigs may send you information and updates about the platform and other services we offer.
Booking Process
- Artist Booking Procedure
- As a Client, you can browse the Artist profiles, select an Artist, and request a quote for your Booking through the Groove & Gigs platform. By making a Booking request, you agree to be bound by these Terms and Conditions, as well as any additional terms and conditions provided by the Artist in the quote.
- Upon acceptance of the Artist's quote, you shall pay a 20 (Twenty) % advance of the total Booking Amount to Groove & Gigs to secure the Event date. The remaining 80% of the Booking Amount shall be paid on the date of the Event, through the Groove & Gigs platform to the Artist as agreed upon between the Client and the Artist. You acknowledge that Groove & Gigs shall deduct its Platform Fee and applicable GST from the Booking Amount before remitting the payment to the Artist.
- You agree to communicate with the Artist promptly and professionally through the platform's messaging system and to respond to all Booking requests and inquiries in a timely manner.
- You acknowledge that the Artist is solely responsible for providing all performance services and meeting all terms and conditions and obligations associated with each Booking, including but not limited to arranging transportation, equipment, and accommodations. In case of any breach of the terms and conditions, Groove & Gigs shall not be liable for any loss or damage suffered by you or the Artist.
- You agree to provide accurate and complete information regarding the Event and to keep the Artist informed of any changes to the Event details. If there are any changes to the Booking details, including but not limited to the date, time, or location of the Event.
- Changes to Booking Details
- Once the Client has secured a Booking through the Groove & Gigs platform, any changes to the Booking details must be communicated to Groove & Gigs in writing at info@grooveandgigs.com.
- If the Client needs to make any changes to the details of the Booking before the Booking has been secured, such as the line-up, performance duration, or Booking Amount, the Client must do so using the Groove & Gigs site and must be accepted by both, Groove & Gigs and Artist, before the Booking is confirmed.
- If the Client needs to make any changes to the details of the Booking after the Booking has been secured, such as the line-up, performance duration, or the quote, the Client must immediately communicate these changes to Groove & Gigs.
- Groove & Gigs will notify the Artist of any changes made to the Booking details by the Client and will confirm with the Artist whether they are willing and able to perform at the revised Booking details.
- If the Artist accepts the revised Booking details, Groove & Gigs will update the Booking details on the Groove & Gigs site and notify the Client.
- If the Artist does not accept the revised Booking details, Groove & Gigs will work with the Client to find a suitable alternative Artist or act for the Event.
- Any changes to the Booking details made by the Client without the prior written consent of Groove & Gigs may result in the cancellation of the Booking, and the Client shall be subject to cancellation charges as outlined in the Cancellation Policy.
- Delayed Event Schedules and Late Finish Fees
- If the Event schedule runs over the agreed-upon time through no fault of the Client, the Client shall not be liable for any additional payment to the Artist.
- If the Event is extended beyond the original finishing time with the agreement of the Client, the Client shall negotiate and make additional payment to the Artist at their discretion. Any such additional payment shall be communicated to Groove & Gigs at info@grooveandgigs.com within 24 (twenty-four) hours of the Event.
- In case of any other changes to the Booking that result in additional payment to the Artist, the Client shall communicate the same to Groove & Gigs at info@grooveandgigs.com within 24 ( twenty-four) hours of the Event.
- The Client shall have the right to request the Artist to perform beyond the agreed-upon finishing time, subject to the Artist's agreement and availability. In such cases, the Client shall be responsible for any costs or expenses incurred by the Artist as a result of the extended performance.
- If the Event schedule is delayed or postponed due to any reason beyond the control of the Client, the Client shall inform Groove & Gigs and the Artist as soon as possible. The Artist shall make reasonable efforts to accommodate the revised schedule, subject to their availability. The Client shall not be liable for any additional payment to the Artist for such delays or postponements unless agreed upon in writing by the Client and the Artist.
- Cancellation and Refunds
- The client acknowledges that cancellations or changes to Bookings may occur due to unforeseen circumstances.
- Client agrees to promptly notify Groove & Gigs and the Artist in the event of any cancellation or change and to work with Groove & Gigs and the Artist to reschedule or make other arrangements.
- Client understands that Groove & Gigs shall not be liable for any damages or losses incurred by the Artist or any third party due to the cancellation by the Client.
- The client agrees to comply with the Cancellation Policy.
- Performance Conditions
- The Client must provide all relevant performance conditions and provisions to the Artist before a Booking is confirmed. This includes but is not limited to:
- Size of performance space
- For outdoor performances, contingency plans in the event of rain or adverse weather conditions
- Sound limits and timings of sound checks
- Provision of food and drink
- The Artist has the right to refuse to perform if performance conditions are lower than agreed with the Client, or if the conditions are objectively unacceptable for a live performance.
- In the case where conditions are confirmed in advance and not adhered to by the Client, the Artist is entitled to their full fee provided they show evidence of unacceptable conditions.
- The Client must comply with all relevant laws and regulations, including but not limited to health and safety regulations, and ensure that the venue and performing area are safe for the Artist's performance. This includes ensuring the Artist is not harassed, insulted, or put in danger by guests. The Client must provide adequate security at the venue to ensure the safety of the Artists and their equipment. The Client will be liable for any damage caused to the Artist's equipment due to inadequate security at the venue.
- The Artist has the right to leave if they are threatened or endangered by continuing to perform.
- Any additional costs incurred by the Artist due to the failure of the Client to provide adequate performance conditions will be the responsibility of the Client and must be paid in full within 24(twenty-four) hours of the Event.
- If the Artist is unable to perform due to the failure of the Client to provide adequate performance conditions, the Client will be responsible for any costs incurred by the Artist, including but not limited to travel costs, accommodation costs, and lost income.
- The Client must provide adequate security at the venue to ensure the safety of the Artists and their equipment. The Client will be liable for any damage caused to the Artist's equipment due to inadequate security at the venue.
- The Artist reserves the right to refuse to perform if the Client does not provide adequate security at the venue.
- The Artist must arrive at the venue at the agreed-upon time and have all necessary equipment with them. If the Artist is unable to perform due to their own fault or negligence, they will not be entitled to the full fee.
- If the Client requests that the Artist perform a specific set or playlist, the Artist must make reasonable efforts to accommodate the request. However, the Artist reserves the right to refuse any request that they deem inappropriate or offensive.
- In the case of outdoor performances, the Artist must comply with all relevant environmental regulations and obtain any necessary permits or licenses. The Client will be responsible for obtaining any necessary permits or licenses on behalf of the Artist if required.
- Indemnification
- The Client agrees to indemnify, defend, and hold harmless Groove & Gigs and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any Booking or related services, including but not limited to any claims of breach of contract, negligence, or other wrongdoing by the Client or its representatives.
- The Client agrees to cooperate with Groove & Gigs in the defense of any such claims and to reimburse Groove & Gigs for any reasonable expenses incurred in connection with such defense.
- The Client further acknowledges that any violation of the terms of this agreement may result in harm to Groove & Gigs or the Artist, and the Client agrees to indemnify, defend, and hold harmless Groove & Gigs and the Artist from any and all claims arising out of any such violation.
- The Client acknowledges and agrees that Groove & Gigs and the Artist shall have no liability or responsibility for any claims, damages, losses, liabilities, or expenses arising out of or in connection with any act or omission of the Client or any third party, including but not limited to guests or event attendees.
Payment Terms
- Fees Charged by Groove & Gigs to Clients
- Groove & Gigs provides a platform for Clients to search for and book Artists for their events. Groove & Gigs charges a 20% (twenty) non-refundable Platform Fees for providing the following services:
- Connecting the Client with potential Artists and managing the Booking;
- Providing a payment gateway for the Client to make the payment;
- This Platform Fees is inclusive of all taxes and levies, including but not limited to GST.
- By using the platform and any services provided by Groove & Gigs, the Client agrees to pay Platform Fees.
- Groove & Gigs reserves the right to modify its Platform Fees and other charges from time to time without prior notice. However, such modifications shall not affect the Platform Fees and other charges applicable to Bookings that have already been confirmed through Groove & Gigs's platform.
- Payment to the Artist by Clients
- Clients are obligated to make payments to the Artist through the Groove & Gigs platform. When the payment is made through the Groove & Gigs platform, the payment shall be remitted to the Artist after deducting the applicable GST within three (3) business days from the date of the Event.
- Furthermore, Groove & Gigs shall not be held responsible for any payment made by the Client outside the Groove & Gigs platform, and such payment shall not be protected under the Cancellation Policy.
- The Platform Fees shall be deducted from all payments made to the Artist, irrespective of the mode of payment. Clients shall not withhold any payment due to the Artist for any reason whatsoever, and any delay or default in payment by the Client shall be the sole responsibility of the Client. In case of any delay or default in payment by the Client, Groove & Gigs shall not be liable for any interest or penalty on such delayed payment.
- It is hereby acknowledged and agreed that the payment made by the Client to Groove & Gigs shall be considered as payment made on behalf of the Artist, and the Client shall have no further liability towards the Artist for such payment. Groove & Gigs shall be responsible for remitting the payment to the Artist after deducting the Platform Fees and applicable taxes.
- By using the Groove & Gigs platform and making payment to the Artist through the platform, the Client agrees to abide by these payment terms and acknowledges that any violation of these terms may result in the termination of their account on the Groove & Gigs platform, and may also result in legal action being taken against them.
- Changes to Fee Structure
- Groove & Gigs reserves the right to change its fee structure at any time, with notice to the Client.
- Groove & Gigs will provide notice of any fee changes on the platform.
- The client's continued use of the platform following the notice of any fee changes constitutes acceptance of the new fee structure.
- Taxes
- The Client shall provide accurate and complete information to Groove & Gigs for GST compliance. Groove & Gigs may rely on such information provided by the Client and shall not be responsible for any consequences arising out of any incorrect or incomplete information provided by the Client.
- Disputes
- In the event of any disputes related to Platform Fees or payments, the Client agrees to work with Groove & Gigs to resolve the issue in a timely and reasonable manner.
- It is hereby acknowledged and agreed that the Client shall not initiate any chargebacks or other payment disputes without first attempting to resolve the issue with Groove & Gigs. The Client agrees to cooperate with Groove & Gigs and the Artist to resolve any disputes amicably.
- Furthermore, it is clarified that Groove & Gigs is not liable for any third-party fees or charges related to payments made through the platform, such as bank fees or currency conversion fees. Any such fees or charges shall be borne solely by the Client.
- Right to Withhold Payment
- Clients are hereby informed that Groove & Gigs reserves the right to withhold payment to the Artist if there are any concerns or issues related to the quality or legality of the Artist's performance, or if the Artist breaches any of the terms of this Agreement.
- Groove & Gigs will notify the Artist of any concerns or issues before withholding payment, and will work with the Artist to resolve the issue in a reasonable and timely manner.
- It is clarified that the decision to withhold payment shall be at the sole discretion of Groove & Gigs and shall not be disputed by the Client. The Client agrees to cooperate with Groove & Gigs and the Artist to resolve any concerns or issues related to the quality or legality of the Artist's performance, or if the Artist breaches any of the terms of this Agreement.
- Furthermore, it is acknowledged and agreed that Groove & Gigs shall not be liable for any damages or losses suffered by the Client due to the withholding of payment. The Client shall not initiate any chargebacks or other payment disputes without first attempting to resolve the issue with Groove & Gigs.
- By using the Groove & Gigs platform and engaging the services of the Artist, the Client agrees to abide by these terms and acknowledges that any violation of these terms may result in legal action being taken against them.
Cancellation Policy
- In case the Client cancels the Booking, the following Cancellation Policy (“CANCELLATION POLICYCancellation Policy”) will apply:
- If the cancellation is made 7 days or more prior to the Event date, the Client will be charged a cancellation fee of 20% (twenty) of the total Booking Amount.
- If the cancellation is made within 7 days of the Event date, the Client will be charged a cancellation fee of 50% (fifty) of the total Booking Amount.
- The Client acknowledges that the above cancellation charges are reasonable and reflect the losses that Groove & Gigs and the Artist may suffer as a result of the cancellation. The Client agrees to pay the applicable cancellation charges promptly and without delay. Groove & Gigs reserves the right to deduct the cancellation charges from any future payments due to the Client.
- In case the Client cancels a Booking without providing sufficient notice or fails to comply with the Cancellation Policy, Groove & Gigs reserves the right to take necessary action, including but not limited to initiating legal proceedings for breach of this Agreement.
- Groove & Gigs shall not be liable for any damages or losses incurred by the Artist or any third party due to the cancellation by the Client.
- The Client agrees to comply with the above-stated Cancellation Policy and acknowledges that Groove & Gigs shall have the right to enforce the same in case of any breach.
- The Client understands and agrees that any cancellation due to force majeure events such as natural disasters, epidemics, pandemics, war, or any other events beyond the Client's control will be exempted from this Cancellation Policy.
Client Obligations
- The Client agrees to comply with all applicable laws, regulations, and requirements pertaining to the event, including but not limited to health and safety regulations, licensing requirements, and environmental regulations.
- The Client shall provide all necessary permits, licenses, and approvals required for the event, and shall be responsible for obtaining any necessary permissions from local authorities.
- The Client shall provide a safe and suitable performance space for the Artist, free from hazards, and shall ensure that the venue is compliant with all applicable health and safety regulations.
- The Client shall provide adequate security at the venue to ensure the safety of the Artists, their equipment, and guests. The Client shall be liable for any damage caused to the Artist's equipment due to inadequate security at the venue.
- The Client shall provide the Artist with all relevant performance conditions and provisions before the event, including but not limited to the size of the performance space, sound limits and timings of sound checks, provision of food and drink, and contingency plans in the event of adverse weather conditions.
- The Client shall pay Groove & Gigs for the Booking and any related services in a timely manner and in accordance with the agreed upon payment terms. Failure to do so may result in the cancellation of the Booking and/or legal action taken against the Client.
- The Client shall adhere to the agreed-upon performance conditions and provisions, and shall be responsible for any additional costs incurred by the Artist due to the failure of the Client to provide adequate performance conditions.
- The Client agrees to cooperate with Groove & Gigs in promoting the Booking and any related events. This includes but is not limited to providing access to promotional materials and allowing Groove & Gigs to use the Client's name, image, and likeness for marketing purposes.
- The Client agrees to maintain the confidentiality of any confidential information provided by Groove & Gigs, including but not limited to pricing and booking details, and to not disclose such information to any third party without the prior written consent of Groove & Gigs.
- Any breach of the Client's obligations under this agreement may result in the cancellation of the event and the forfeiture of any fees paid to the Artist or Groove & Gigs.
Communication by Client
- Clients must conduct themselves professionally and respectfully when communicating with Groove & Gigs, its staff, and Artists. This includes all forms of communication, including phone calls, emails, text messages, and in-person meetings.
- Clients must not engage in any behavior that is threatening, abusive, harassing, or discriminatory towards Groove & Gigs, its staff, or Artists. Any such behavior will not be tolerated and may result in the immediate termination of services and legal action.
- Clients must provide accurate and truthful information when communicating with Groove & Gigs, its staff, and Artists. Misrepresentations or omissions of relevant information may result in the cancellation of services and may also result in legal action.
- Clients must ensure that all communication with Artists is respectful and professional. Any behavior that is threatening, abusive, harassing, or discriminatory towards Artists will not be tolerated and may result in the immediate termination of services and legal action.
- Groove & Gigs reserves the right to monitor all communication between Clients and its staff or Artists for quality assurance purposes
Termination
- Termination by the Client
- The Client may terminate their account with Groove & Gigs at any time by providing written notice to Groove & Gigs.
- Upon termination of the Client's account, any outstanding fees and charges owed by the Client will become immediately due and payable.
- Groove & Gigs may retain and continue to display any materials submitted by the Client on the platform unless the Client specifically requests for such materials to be removed.
- Termination by Groove & Gigs
- Groove & Gigs reserves the right to terminate a Client's account and access to the platform at any time, with or without cause, upon written notice to the Client.
- If the Client breaches any Terms or Conditions or policies of Groove & Gigs, Groove & Gigs may terminate the account immediately without prior notice.
- Groove & Gigs may also terminate the account if the Client engages in any illegal or fraudulent activity on the platform.
- In the event of termination by Groove & Gigs, any outstanding fees and charges owed by the Client will become immediately due and payable.
- Groove & Gigs may retain and continue to display any materials submitted by the Client on the platform unless the Client specifically requests for such materials to be removed.
- Effect of Termination
- Termination of the Client's account will result in the immediate cessation of all services and benefits associated with the platform.
- The Client acknowledges and agrees that Groove & Gigs shall not be liable to the Client or any third party for any damages resulting from the termination of the Client's account or access to the platform.
- The Client further acknowledges and agrees that Groove & Gigs shall have the right to retain and continue to display any materials submitted by the Client associated with the Client's account or profile following termination unless specifically requested by the Client to remove such Client materials.
Representations and Warranties
- By the Client:
- The Client hereby represents and warrants that:
- They have the legal capacity to enter into and perform their obligations under these Terms and Conditions.
- They will not use the platform for any illegal or fraudulent activities or engage in any behavior that violates any applicable laws, regulations, or industry standards.
- They will not infringe upon any third-party rights, including but not limited to any intellectual property or proprietary rights.
- They will not transmit any content that is defamatory, obscene, offensive, or otherwise inappropriate or harmful to Groove & Gigs, Artists, or third parties.
- They will provide accurate and complete information to Groove & Gigs, including but not limited to the details of the event, venue, and any technical requirements.
- They will comply with all applicable laws and regulations regarding the event, including but not limited to any licenses, permits, or insurance requirements.
- By Groove & Gigs
- Groove & Gigs hereby represents and warrants that:
- The platform and any associated services will be provided in a professional and workmanlike manner, consistent with industry standards and applicable laws and regulations.
- Groove & Gigs will use commercially reasonable efforts to ensure the security, reliability, and availability of the platform and any associated services, but does not guarantee that the platform will be error-free or uninterrupted.
- Limitation of Liability
- In no event shall Groove & Gigs be liable to the Client or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits or damages arising from loss of use, data, or goodwill, even if Groove & Gigs has been advised of the possibility of such damages.
- Groove & Gigs's total liability to the Client or any third party arising out of or in connection with these Terms and Conditions, whether in contract or otherwise, shall not exceed the amount of fees paid by the Client to Groove & Gigs during the two (2) month period preceding the event giving rise to the liability.
- Disclaimer of Warranties
- Groove & Gigs makes no warranties or representations of any kind, express or implied, regarding the platform or any associated services, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Groove & Gigs does not guarantee that the platform or any associated services will be error-free, uninterrupted, or free.
Indemnification
- Client hereby agrees to indemnify, defend, and hold harmless Groove & Gigs and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, suits, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Any breach of this Agreement by the Client, including but not limited to any breach of the representations and warranties made herein;
- Any negligent, reckless, or intentionally wrongful act or omission by the Client, including but not limited to any infringement of intellectual property rights or other proprietary rights;
- Any claim that the Client's use of the platform or any other service provided by Groove & Gigs violates any applicable law, regulation, or industry standard;
- Any claim that the Client's use of the platform or any other service provided by Groove & Gigs has caused harm to a third party;
- Any claim arising out of or related to the Client's Bookings or interactions with the Artist.
- Client further agrees to cooperate fully with Groove & Gigs in the defense of any such claim and to indemnify and hold harmless Groove & Gigs from any and all losses, damages, expenses, and costs (including reasonable attorneys' fees) incurred by Groove & Gigs as a result of any such claim.
- In the event that any such claim arises, Groove & Gigs shall have the right, at its sole discretion and expense, to:
- Modify the Client Content made available through the platform to avoid infringement or alleged infringement of any third party's intellectual property rights or other proprietary rights;
- Terminate the Client's use of the platform and any services provided by Groove & Gigs.
- The indemnification obligations outlined in this section shall survive the termination or expiration of this Agreement.
- This indemnification provision shall be in addition to, and not in lieu of, any other indemnification provisions contained in this Agreement or any other agreement between the parties. The Client's obligations under this indemnification provision shall not be affected by any act, omission, or neglect of Groove & Gigs, whether intentional or not, in connection with the performance of its obligations under this Agreement. The Client's obligations under this indemnification provision shall extend to any and all claims, damages, losses, liabilities, and expenses, including but not limited to reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement or any claim arising from the Client's use of the platform or any other service provided by Groove & Gigs.
Intellectual Property Rights
- Client acknowledges that Groove & Gigs is the sole owner of the brand and its associated properties, including the platform and all intellectual property rights associated with it. Nothing in this Agreement shall be construed as conferring any rights or license to use the Groove & Gigs brand or any of its associated properties, including any trademarks or copyrighted material.
- Client acknowledges and agrees that Groove & Gigs and its licensors own all legal rights, titles, and interests in and to the platform, including any intellectual property rights that subsist in the platform.
- Client agrees not to modify, adapt, reproduce, distribute, transmit, display, publish, or create derivative works from any of Groove & Gigs's intellectual property, including but not limited to the platform, without prior written consent from Groove & Gigs.
- Client further acknowledges that the platform may contain information that is designated confidential by Groove & Gigs and that Client shall not disclose such information without Groove & Gigs's prior written consent.
- Client agrees not to use any of Groove & Gigs's intellectual property, including the platform, for any commercial purposes or for any purposes other than those expressly permitted in this Agreement.
- Client agrees to promptly notify Groove & Gigs in writing of any known or suspected infringement of Groove & Gigs's intellectual property rights by any third party. The Client shall cooperate fully with Groove & Gigs in any legal action taken by Groove & Gigs to protect its intellectual property rights.
- Client acknowledges and agrees that any unauthorized use of Groove & Gigs's intellectual property, including the platform, may result in irreparable harm to Groove & Gigs, and therefore, Groove & Gigs shall be entitled to seek injunctive relief or any other appropriate legal remedies in the event of such unauthorized use.
- The intellectual property rights obligations outlined in this section shall survive the termination or expiration of this Agreement.
Confidentiality for Clients
- The Client acknowledges and agrees that all information received from Groove & Gigs, including but not limited to, booking details, event information, attendee information, and financial information, is confidential and proprietary to Groove & Gigs.
- The Client agrees to maintain the confidentiality of such information and not to disclose or use such information for any purpose other than the purpose of this Agreement, without the prior written consent of Groove & Gigs.
- The Client further agrees to take all necessary measures to safeguard and protect such information, including but not limited to, implementing appropriate physical, technical, and administrative safeguards to prevent unauthorized access, disclosure, or use of such information.
- This confidentiality obligation shall survive the termination or expiration of this Agreement for a period of 2 (two) years, or as otherwise required by applicable law.
- The Client acknowledges that any breach of this confidentiality clause may cause irreparable harm to Groove & Gigs, and therefore, Groove & Gigs shall be entitled to seek injunctive relief or any other appropriate legal remedies in the event of such a breach, in addition to any other remedies available under this Agreement or at law.
- The Client agrees to indemnify, defend, and hold Groove & Gigs and its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this confidentiality clause by the Client or its agents, representatives, employees, or subcontractors.
- The confidentiality obligations outlined in this section shall survive the termination or expiration of this Agreement and shall remain in effect until the confidential information becomes publicly available through no fault of the Client
Disintermediation and Circumvention
- ? The Client agrees that any bookings made through Groove & Gigs's platform are to be made exclusively through the platform. The Client shall not attempt to circumvent Groove & Gigs's platform or disintermediate Groove & Gigs in any way. This includes but is not limited to, attempting to contact Artists outside of the Groove & Gigs platform to make bookings, using information obtained through the Groove & Gigs platform to make bookings outside of the platform, or using Groove & Gigs solely to generate leads for bookings that are not made through the platform.
- The Client acknowledges that any attempt to circumvent the Groove & Gigs platform or disintermediate Groove & Gigs in any way constitutes a material breach of this Agreement. In the event of such a breach, Groove & Gigs shall be entitled to seek all available legal remedies, including but not limited to, injunctive relief and monetary damages.
- The Client further acknowledges that any attempt to circumvent the Groove & Gigs platform or disintermediate Groove & Gigs may result in irreparable harm to Groove & Gigs's business and reputation, and therefore, Groove & Gigs shall be entitled to seek injunctive relief or any other appropriate legal remedies in the event of such a breach.
- The Client agrees that any future bookings with Artists booked through the Groove & Gigs platform must also be made through the platform. If the Client wishes to offer an Artist further work as a result of a Groove & Gigs booking, they must contact the Groove & Gigs team with the details and receive express written permission from Groove & Gigs to proceed with the booking outside of the platform.
- The provisions of this section shall survive the termination or expiration of this Agreement. The Client agrees that any breach of this section shall result in irreparable harm to Groove & Gigs and shall entitle Groove & Gigs to seek injunctive relief or any other appropriate legal remedies, in addition to any other remedies available under this Agreement or at law.
Modification of Agreement
- Groove & Gigs reserves the right to modify or update this Agreement at any time without prior notice. Any modifications or updates to this Agreement will be effective immediately upon posting on the platform.
- The client agrees to review this Agreement regularly for any changes. Continued use of the platform and services after any modifications or updates to this Agreement shall constitute acceptance of such modifications or updates.
Entire Agreement
- This Agreement, along with any additional agreements or policies incorporated by reference, represents the entire agreement between Groove & Gigs and the Client and supersedes any prior agreements or understandings between the parties.
Severability
- If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any invalid or unenforceable provision is capable of being modified to be valid and enforceable without materially altering the intent of the parties, such modification shall be made.
Governing Law and Jurisdiction
- This Agreement shall be governed by and construed per the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts in Pune, Maharashtra, India.
Waiver
- The failure of Groove & Gigs to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.
Headings
- The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
Survival
- The provisions of this Agreement that by their nature should survive termination shall survive termination, including but not limited to, Confidentiality for Client, Indemnification, Intellectual Property Rights, Disintermediation, and Circumvention and Limitation of Liability. The Client acknowledges that Groove & Gigs shall have the right to continue to use any Client Content on the platform even after the termination of this Agreement unless the Client specifically revokes such license in writing. This provision shall be binding on the Client and shall ensure the protection of Groove & Gigs's rights in the Client Content.
Assignment
- The Client shall not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of Groove & Gigs. Groove & Gigs may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Client.
Notices
- All notices, requests, and other communications under this Agreement shall be in writing and shall be delivered by hand, electronic mail, or certified or registered mail, return receipt requested, to the address specified below or such other address as the parties may specify in writing:
- If to Groove & Gigs:
-
GROOVGIG ENTERTAINMENT Private Limited
1st Floor, Flat no-4, 1194/27 C, Sumukh Society, Ghole Road, Shivajinagar, Pune - 411005, India
Email: info@grooveandgigs.com
- If to the Client:
- The contact information provided by the Client on the Groove & Gigs platform.
