TERMS AND CONDITIONS
PLEASE READ THIS LICENSED DATA AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE LICENSED DATA AS PROVIDED HEREUNDER. BY USING THE LICENSED DATA, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE LICENSED DATA IN ANY MANNER WHATSOEVER.
This AGREEMENT is made between BROADCAST AUDIENCE RESEARCH COUNCIL, a company duly incorporated under the Companies Act,
1956 having its registered office at 61, Dr S S Road, Rose Cottage, Parel (East), Mumbai 400 012, hereinafter referred to as “BARC”
(which term shall, unless repugnant to the context or meaning hereof, be deemed to mean and include its successors-in-interest and assigns)
of the ONE PART, and You (hereinafter referred to as “Subscriber” which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors-in-interest and permitted assigns) of the OTHER PART.
BARC and Subscriber are hereinafter referred to collectively as “Parties” and individually as “Party”.
1.1 “Agreement” shall mean this license agreement and any schedule(s), annexure(s) and Code of Conduct, and including any amendment(s) thereto forming part of this Agreement;
1.2 “Bank” shall mean the bank providing Payment Gateway Services through the Online Portal in order to enable the Subscriber to pay online through card and/or net-banking facilities for acquiring the Licensed Data provided by BARC on the Online Portal.
1.3 “Card” means a credit card or a debit card or any other payment card issued by an Issuer;
1.4 “Card Holder” means a person to whom a Valid Card is issued or who is authorised to use that Valid Card;
1.5 “Card Organisation” means only VISA and MasterCard offering credit, debit or any other payment card programmes to Issuers;
1.6 “Card Schemes” MasterCard, Visa, American Express, Rupay and the other networks, together with such other card payment systems the Bank may nominate from time to time;
1.7 “Chargeback” means approved and settled debit card, credit card or net banking purchase transactions which are at any time refused, debited or charged back by the Issuer, any acquiring bank or credit card company for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto;
1.8 “Code of Conduct” shall refer to the standards and practice, which will be uploaded on BARC’s website at https://www.barcindia.co.in/resources/Code%20of%20Conduct%20For%20Redressing%20Viewership%20Malpractices%20-%20March%202018.pdf which Subscriber acknowledges and undertakes to adhere to the same as a condition precedent to the grant of license and shall continue to adhere to;
1.9 “Commercial Spots” shall refer to air time of Channels purchased by the Subscribers for broadcasting advertisements for Spot Trek;
1.10 “Confidential Information” shall mean the terms of this Agreement and any or all such non-public information which is clearly stated, marked, identified or designated by either Party to be proprietary or confidential and / or which, under the given circumstances ought to be treated as confidential and includes inter alia, the said Party’s business policies or practices, business plans, dealings, price lists or pricing structure, technical data, employee data or officer’s data, findings, ideas, concepts, know – how, other non – generic information whether tangible and / or intangible, written and / or oral, relating to any released / unreleased concepts, ideas, projects and Services of the said Party and any other information received from other sources which the other Party is obliged to treat as confidential.
1.11 “Event of Force Majeure” shall mean acts of God, explosions, earthquakes, hurricane, drought and tidal waves, fires, floods, weather, catastrophes, epidemics or quarantine restrictions war, or other cause(s) beyond the reasonable control of a Party, not reasonably foreseeable, not caused by acts or omissions of the Party affected and that could not have been avoided through a work around plan, which prevents the Parties from rendering their obligations;
1.12 “Fair Usage Guidelines” shall mean guidelines published for fair, permissible and commercial use of the Licensed Data uploaded at the BARC website at https://www.barcindia.co.in/resources/BARC_India_Guidelines_for_Single_Event_Reporting_(Amended)_August_2018.pdf
1.13 “Issuer” means a licensee of a Card Organisation issuing a Valid Card.
1.14 “Licensed Data” shall mean the Reports provided by BARC to the Subscriber;
1.15 “Login” shall mean the entering of identifier information into a system by a user in order to access the Licensed Data through the Online Portal;
1.16 “Online Portal” shall mean BARC’s website through which the Subscriber shall access the Licensed Data by a Login provided to the Subscriber;
1.17 “Payment Gateway Services” shall mean to provide end to end services required for processing internet payment gateway transactions as per the rules and guidelines of VISA/MasterCard, RBI and Bank from time to time for routing and seeking transaction authorization from card issuing and net-banking connected banks;
1.18 “Purpose” shall mean non-commercial usage (i.e. use of data other than for sale or exploitation of data itself) for (i) internal research and analysis of the Licensed Data and Services by Subscriber, (ii) marketing, promotion and as a base for sale of advertisements as well as a reference point in its documents and agreements etc. with any party or person or any other part of business of the Subscriber;
1.19 “Reports” shall mean the data generated and provided by BARC to the Subscriber as a result of the Services;
1.20 “Spot Trek” shall mean the tracking service provided by BARC for tracking of Commercial Spots and trailers of films broadcast on channels which shall form a part of the Reports;
1.21 “Territory” shall mean Worldwide;
1.22 “Transaction” means every order that results in the access provided by BARC to the Subscriber of the Licensed Data in respect of which the order was placed;
1.23 “Unauthorized Access” shall mean gaining access to the Licensed Data through Subscriber’s computer, network, storage medium, system, program, file, user area, or other private repository, without the permission of BARC.
1.24 “Valid Card” means a Card:
i. permitted by the Bank for the Transaction;
ii. Issued by permitted Issuer and powered by the Card Organisation from time to time;
iii which is not expired; and
iv. Confirms to RBI’s and / or Issuers guidelines/advisories/circulars issued from time to time.
TERMS AND CONDITIONS
1. Grant of License:
1.1. Subject to receipt of the License Fee as per the payment terms as specified herein, BARC hereby grants to Subscriber a limited, non-exclusive, non-sub licenseable, revocable license to use the Licensed Data strictly for the Purpose, (“License”). Subscriber acknowledges that all rights in and to the Licensed Data, including all copyright and other intellectual property rights therein are retained by BARC and/or its respective licensors, as the case may be, save for the rights granted to the Subscriber herein. The License granted hereby is for the Territory.
1.2. As a part of the license granted hereby, Subscriber shall create a Login, for accessing the Licensed Data for the Purpose.
1.3. The Subscriber acknowledges that the Licensed Data will be provided to the Subscriber only for the Purpose and the Subscriber undertakes that it will strictly adhere to this requirement.
2. Mode of Access of Data:
2.1 Upon any request by the Subscriber, BARC shall upload the Licensed Data on BARC’s Online Portal. The Subscriber shall be notified though an email notification to the email ID provided by the Subscriber to BARC along with any other personal information as specified while subscribing to the services provided on the Online Portal.
2.2 The Subscriber shall use the Login to download the Licensed Data for the Purpose.
2.3 Subscriber also agrees to take adequate precautions to safeguard the Login and Remote Login and to prevent any Unauthorized Access.
2.4 Subscriber acknowledges that BARC shall not be responsible for any operating error or misuse of Licensed Data by the Subscriber in any manner whatsoever or for any errors in the Licensed Data caused by a virus. However, BARC will re-upload the revised Licensed Data within a reasonable time after receiving written communication from Subscriber regarding any error caused by a virus, provided Subscriber detects the virus and intimates BARC in that respect.
3. Obligations of the Subscriber:
3.1 Subscriber agrees and acknowledges that BARC or its licensors as the case may be, is an absolute owner of the Intellectual Property Rights in the Licensed Data and the Online Portal.
3.2 Subscriber shall use the Licensed Data and access the Online Portal only for the Purpose and worldwide.
3.3 Subscriber agrees and acknowledges that BARC or its licensors as the case may be, is an absolute owner of the Licensed Data.
3.4 Subscriber shall adhere to all the policies of BARC, including the Code of Conduct, and the Fair Usage Guidelines as provided on the official website of BARC or as intimated by BARC to the Subscriber and BARC shall have the right to change such policies or the Code of Conduct from time to time, as it may deem necessary. Subscriber undertakes that it shall adhere to all such changes.
3.5 Subscriber unconditionally undertakes that in no circumstance shall Subscriber publish/communicate in any form and/or make available Licensed Data provided by BARC to Subscriber, without prior written approval of BARC.
3.6 The Subscriber shall bear and be responsible and liable for payment of all relevant taxes (excluding any applicable withholding taxes, which shall be deducted at source) in relation to the payments made under this Agreement.
3.6.1 Subscriber shall not misuse, tamper with, reverse engineer and/or manipulate Licensed Data, in any manner whatsoever.
3.6.2 Any use, alteration, translation, reproduction, adaption of the Licensed Data by Subscriber or its representatives, nominees, etc., in any manner whatsoever shall amount to infringement of Intellectual Property Rights of BARC.
3.6.3 Subscriber shall not offer for sale, sell and/or distribute the Licensed Data, in whole or in part, alone or in combination with any other technology, whether such other technology is owned by the Subscriber or a third party.
3.6.4 Subscriber shall not copy, alter, translate, reproduce, adapt the content of other subscribers provided to it by BARC and the Subscriber shall ensure that it undertakes all measures to ensure that there are no instances of theft, piracy, copying or unauthorized reproduction of such content in any format whatsoever. Subscriber shall ensure that there is no infringement of the intellectual property rights in relation to such subscriber content. If any infringement occurs, the Subscriber shall undertake prompt and appropriate action to protect the content and to report the matter to BARC in writing within 24 (twenty four) hours of such event.
3.6.5 Subscriber shall not use the Services in a manner that BARC or any Bank reasonably believes to be an abuse of the payment card system or a violation of payment card network rules.
Any Transaction entered by Subscriber in any of the following circumstances shall be the final responsibility of the Subscriber notwithstanding that the Transaction was accepted or paid by the Bank and the Subscriber agrees to the Chargeback of the Transaction without any demur or protest in the following circumstances:
(a) Transactions which are not in conformity with the provisions of this Agreement;
(b) Transactions beyond the validity date shown on the Card;
(c) Transactions which are fraudulent, collusive, illegal or otherwise irregular in any manner whatsoever;
(d) Transactions incurred outside the territory authorised for use of the Card;
(e) Any charge for Licensed Data provided to the Subscriber at a price which is in excess of the price displayed at the time of such purchase;
(f) Transactions for undelivered Licensed Data;
(g) Transactions which the Subscriber refuses to pay because the Licensed Data was not as promised;
(h) Transactions where the Subscriber asserts a claim for set-off or counter claim against BARC or disputes his liability for any reason whatsoever;
(i) Transactions where the Transaction is split by BARC in more than one Transactions with a view to circumvent the approval parameters of the Issuer;
(j) Transactions in respect of which a Subscriber’s complaint or request for an adjustment has not been resolved; and
(k) Transactions which are transacted, recorded or submitted otherwise than in accordance with this Agreement.
(l) If the Bank is entitled to Chargeback any Transaction or if the Bank is entitled to payment or reimbursement from BARC of any amount under this Agreement, the Bank may at its discretion, give effect to such Chargeback entitlement through any one or more of the following methods subject always dispute resolution mechanism of Visa/MasterCard/ American Express:
i. deduction of the relevant amount or any part thereof from any account whatsoever of the Subscriber with any branch of the Bank without prejudice or limitation to the Bank’s right to set-off, transfer and applications of funds in law;
ii. deduction of the relevant amount or any part thereof from any payments to the Subscriber, if any;
iii. billing the Subscriber for the relevant bill amount or any part thereof and the Subscriber agreeing to pay the amount of the bill forthwith upon receipt of the same without any demur or protest;
Pursuant to terms of this Agreement, in the event the Subscriber cancels the subscription before the Licensed Data has been provided to the Subscriber, the Subscriber shall not be entitled to receive any refund of the License Fee already paid to BARC,
(a) BARC shall not be required to make any cash refunds to the Subscriber; or
(b) BARC shall make all refunds to the Subscriber through the Bank as per the process communicated by the Bank;
(c) BARC shall forthwith make payment of the amounts to be refunded to the Bank for onward credit to the Subscriber.
4. Payment and Payment Terms
4.1 In consideration of the License granted herein to the Licensed Data, the Subscriber shall pay BARC a fixed fee for the Licensed Data (“License Fee”).
4.2 In the event the Subscriber requests a customized report instead of the standard Licensed Data provided by BARC, the Subscriber shall be required to pay a fee as determined by BARC, at its sole discretion, on a case to case basis. Such License Fee shall be communicated to the Subscriber by BARC via email.
4.3 The License Fee is exclusive of any goods and service tax , which shall be borne by the Subscriber in addition to the License Fee.
4.4 All payments shall made in Indian Rupees. Subscriber shall make the payments under this Agreement in the name of “Broadcast Audience Research Council” payable at Mumbai via the online payment gateway system. BARC will reveal only the last four digits of the Subscriber’s credit card numbers when confirming an order. BARC will transmit the entire credit card number to the appropriate Bank during order processing.
4.5 The Parties have agreed that BARC shall be entitled to re-negotiate (increase or decrease) the License Fee based on changes in cost to be incurred by BARC in obtaining the Licensed Data, or any changes to be carried out in accordance with the instructions of board of directors of BARC. The revised License Fee shall be applicable from the date stipulated by BARC.
4.6 In the event the Subscriber decides to cancel the subscription before the Licensed Data has been provided to the Subscriber, the Subscriber shall not be entitled to receive any refund of the License Fee already paid to BARC.
4.7 The Bank reserves the right to set-off any amounts by way of debit to the Subscriber’s account for fees or penalties or fines imposed by the Card Schemes and any other regulatory / competent authority resulting from card associations and/or banks or Chargebacks or from required compliances and / or violations of applicable rules and regulations or Subscriber’s acts or omissions.
5. Subscriber’s Representations and Warranties
5.1 It is aware that all the Licensed Data provided by BARC will be “AS IS” and “AS AVAILABLE” basis with respect to the target demographics and sample size of the population traced by BARC.
5.2 Subscriber shall be solely responsible for the interpretation of the Licensed Data and it shall not hold BARC responsible in any manner for the same.
5.3 Subscriber is aware and acknowledges that the Licensed Data being statistical data can at all times has a certain amount of relative statistical error and in the event of any such error, Subscriber shall not hold BARC responsible.
5.4 Subscriber is aware that BARC shall be entitled to change the minimum thresholds and other parameters for arriving and/or reporting the Licensed Data, at the sole discretion of BARC.
5.5 The Subscriber shall make timely payment of the License Fee to BARC.
5.6 Subscriber represents that the Subscriber shall be entitled to download and utilize the Licensed Data only for the Purpose, and any use otherwise shall amount to breach of this Agreement.
5.7 The Subscriber shall duly fulfil all Transactions as mutually agreed between BARC and the Subscriber.
5.8 The Subscriber represents that it shall take all necessary precautions as may be feasible or as may be directed by BARC to ensure that there is no breach of security in relation to the Login and the Licensed Data provided on the Online Portal.
5.9 The Subscriber acknowledges that it has received the necessary instructions from BARC in accordance with requirements of applicable laws and regulations.
5.10 Subscriber is aware that BARC employs a Bank to process credit/debit card payments with respect to the License Fee payable in relation to the Licensed Data. The Bank has access to personal information of the Subscriber, needed to perform the Payment Gateway Services, which has been provided by the Subscriber to BARC. However, the Bank may not use it for any other purposes.
5.11 The Subscriber shall report promptly to BARC in case of a fault in the Payment Gateway Services provided on the Online Portal.
5.12 The Subscriber shall be responsible for maintaining confidentiality of its card (credit/debit card) details and shall not hold BARC responsible for any fraud. However, in the event of fraud, the Subscriber shall promptly notify BARC of such fraud.
5.13 The Subscriber acknowledges that the arrangement between the Bank and one or more banks which they may have engaged to provide Payment Gateway Services may terminate at any time, and the Subscriber shall not hold BARC for breach of this Agreement in this regard.
5.14 The Subscriber acknowledges that the Bank may create a general database in respect of the details provided by the Subscriber voluntarily on the Online Portal. However, the payment gateway shall be bound by confidentiality provisions.
5.15 The Subscriber shall keep BARC informed of any issues in relation to the Transaction or any other matter in connection with this Agreement providing details as may be required by BARC.
5.16 The Subscriber acknowledges that if BARC suspects that the Subscriber has committed a breach of this Agreement or has acted dishonestly or fraud has been committed against BARC or any Card Holder or third party, then BARC shall suspend Subscriber’s access to the Licensed Data, pending enquiries.
6. Intellectual Property Rights
6.1 BARC or its licensors, as the case may be, shall solely and exclusively own and control all the Intellectual Property Rights in the Licensed Data and Online Portal for perpetuity and in the worldwide territory. BARC’s rights includes the right to reproduce the Licensed Data either on its own or as a collective work, publish it through any means, media or technology existing or in the future, make copies thereof, translate or adapt the same at their sole discretion.
6.2 Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) copyright, copyright applications, and copyrightable ideas, and/or concepts, (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with BARC (“Intellectual Property Rights”) are owned by BARC or its licensors, as the case may be, and Subscriber agrees to make no claim of interest in or ownership of any such Intellectual Property Rights. Subscriber acknowledges that no title to the Intellectual Property Rights is transferred to Subscriber, and that Subscriber does not obtain any rights, express or implied on the Intellectual Property Rights.
6.3 Subscriber agrees that nothing in this Agreement shall be deemed to be a license or an assignment in favour of the Subscriber of any Intellectual Property Rights and the Subscriber shall not acquire any right, title or interest in the Intellectual Property Rights or any part thereof. The Subscriber is only entitled to the permitted use of the Intellectual Property Rights for the Purpose in the manner set out herein.
i. BARC shall be entitled to terminate this Agreement at any time without assigning any specific reason,
8. Consequences of Termination
In the event of termination as stated above:
8.1 BARC shall have the right to disallow the Subscriber’s access to the Licensed Data on the Online Portal and lock the Login.
8.2 The Subscriber shall be liable to destroy all Licensed Data it may have downloaded and may be in its possession.
9.1 Parties agree to keep the Confidential Information strictly confidential at all times. Subscriber’s relationship with BARC and its agencies and all terms hereof shall be kept confidential (except from the Parties’ respective legal and financial advisors) until such time as BARC discloses the same in a formal press announcement. There shall be no disclosure of any financial arrangements at any time during or after the expiration or earlier termination of this Agreement.
9.2 Any non-public proprietary information relating to the Licensed Data, Online Portal, business, marketing plans, and policies of BARC and/or its licensors, suppliers or customers, learned of, discovered by or supplied to Subscriber in any form in the course of performing hereunder shall be deemed to be confidential and proprietary information and the exclusive property of BARC. Subscriber agrees not to use any confidential and proprietary information of BARC for any purpose other than in furtherance of the Subscriber’s obligations under this Agreement and not to disclose such information to any third party. The obligations of this section shall survive the expiration or earlier termination of this Agreement.
9.3 The obligations of confidentiality shall not apply to any information that:
a. Was developed independently by the Parties;
b. Was known to the party prior to its disclosure by the disclosing party;
c. Has become generally available to the public (other than by virtue of its disclosure by the receiving party);
d. May be required in any report, statement or test submitted to any governmental or regulatory body, which shall only be disclosed after giving prior written notice about such disclosure to the other Party.
10.1 Subscriber agrees to unconditionally and fully indemnify and keep BARC indemnified against all losses, liabilities, claims, damages, costs and expenses (including attorney fees) incurred by BARC, disbursements made by BARC including pursuant to any action taken against BARC and/or to which BARC is made party in any proceeding before any Court or otherwise, pursuant to a breach of this Agreement or negligence by the Subscriber or a claim of any such breach by a third party including by or through any other person claiming through Subscriber.
10.2 Subscriber further undertakes that within 2 (two) days of receiving any intimation from BARC invoking the indemnity clause, Subscriber will take all steps to defend BARC, at Subscriber’s cost, against all such actions and unconditionally agrees to reimburse all losses, liabilities, claims, damages, costs and expenses (including attorney fees) incurred by BARC, and disbursements made by BARC.
10.3 Subscriber also agrees and undertakes that Subscriber shall not make any claim against BARC under any circumstance whether directly or through any other entity, for providing the agreed services and/or Licensed Data under this Agreement.
10.4 The maximum aggregate liability of BARC, including indemnities, damages, costs, expenses, claims, etc. arising under this Agreement, for any reason whatsoever arising out of or related to this Agreement, shall be limited up to an amount equivalent to the License Fee received by BARC till the date when such liability arises.
10.5 This clause shall survive termination or expiry of this Agreement.
11. NO WARRANTY EXCEPT AS PROVIDED IN THIS AGREEMENT, (A) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FROM A COURSE OF PERFORMANCE OR DEALING, TRADE USAGE, OR OF UNINTERRUPTED OPERATION WITHOUT ERROR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (B) WITHOUT LIMITING BARC’S OBLIGATION TO DELIVER THE LICENSED DATA, BARC MAKES NO GUARANTEES WITH REGARD TO THE RESULTS OBTAINED FROM THE OPERATION OR USE BY SUBSCRIBER OF BARC’S LICENSED DATA.
12.1 BARC shall not be liable to the Subscriber for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data, interruption or stoppage of the Payment Gateway Services or access to the Licensed Data due to no fault of BARC or non-availability of connectivity between the BARC’s website and the Payment Gateway Services.
12.2 BARC’s sole obligation and the Subscriber’s sole remedy in the event of interruption in the Payment Gateway Services or access to Licensed Data shall be to use all reasonable endeavors to restore the said services as soon as reasonably possible.
13. Force Majeure:
Notwithstanding anything herein to the contrary, BARC shall not be liable for any delay or failure in performance caused by circumstances beyond their reasonable control.
14. Assignment: Subscriber shall not assign or transfer or attempt to assign or transfer this Agreement or any of its rights or obligations hereunder to any third party.
15. Relationship of Parties: Parties are and shall remain independent contracting parties with respect to each other, and nothing in this Agreement shall be construed to place the Parties in the relationship of partners, joint venture, fiduciaries or agents or association of persons nor will any similar relationship be deemed to exist between the Parties. None of the Parties is granted any right or authority to assume or to create an obligation or responsibility, express or implied, on behalf of or in the name of the other or bind the other in any manner whatsoever. BARC shall not be held responsible or liable to Subscriber or to any third person for any expense incurred by Subscriber in connection with this Agreement unless specifically set forth in this Agreement.
16. Modification and Waiver: No waiver of any provision of this Agreement shall be valid or binding unless expressly agreed to mutually by the Parties. No waiver by any Party of any breach, or the failure of either Party to enforce any of the terms and conditions of this Agreement, shall affect or limit that Party’s right to enforce and compel compliance with all the other terms and conditions of this Agreement or further occurrence of the same default which is waived, or to terminate this Agreement according to its terms. No modification or amendment of any provision of this Agreement shall be valid or binding unless (i) executed and delivered by the Parties hereto in writing subsequent to the date hereof, (ii) it must specifically refer to this Agreement, and (iii) it must specifically state that it is intended to, and shall take precedence over, this Agreement.
17. Invalidity or Illegality: In the event any provision of this Agreement is declared to be void, invalid or unlawful by any court or tribunal of competent jurisdiction, such provision shall be deemed severed from the remainder of this Agreement and the rest of this Agreement shall remain in full force and effect. The Parties shall undertake to replace the invalid, ineffective, or unenforceable provisions with valid, effective, and enforceable provisions, which, in their commercial effect approximate as closely as possible the intentions of the Parties as expressed in the invalid, ineffective, or unenforceable provisions.
18. Notices: Any notice required to be sent under this Agreement shall be sent or delivered to the receiving Party at the address set forth at the beginning of the Agreement, or at such other address as the Parties may from time to time designate in writing.
19. Entirety: This Agreement, constitutes the entire understanding and agreement between the Parties regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous agreements, oral or written, made between the Parties relating to such subject matter.
20. Governing Law and Jurisdiction: This Agreement shall be interpreted and governed in all respects by the laws of India. The Parties hereto agree to submit all disputes and differences arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Mumbai, and no other Courts shall have jurisdiction.
21. Reliefs BARC shall be entitled to: Either Party at all times during the Term and thereafter, without prejudice to any other legal or equitable rights or remedies it may have, be entitled to seek injunctive relief.