We, Xiaomi Technology India Private (“us” or “Xiaomi” or “we”) have shortlisted on the basis of their content, follower counts, and other criteria, certain content creators (“Mi Fans” or “you” or “Participants”), to participate, from time to time, in launches, promotions, contests, and any other promotional, marketing or ancillary events, held by us.
By participating in the Events (as defined hereinbelow), you agree to create content in the form of photographs, videos, sound recordings, and other creative or artistic mediums (“Deliverables”), for or with respect to any Products (as defined hereinbelow).
You agree that your participation in the Events is voluntary, and by choosing to participate in the Events, you shall be bound by the terms and conditions set out hereunder. Please read these terms and conditions (“Agreement” carefully. By agreeing to this Agreement, you acknowledge that you have satisfied and are compliant with all eligibility criteria set out hereunder, or otherwise communicated to you by Xiaomi.
I. ELIGIBILITY
1. Mi Fans shortlisted and selected by Xiaomi shall be eligible to participate in the Events. Any persons who are not recognised Mi Fans, or not shortlisted and selected by Xiaomi, shall not be eligible to participate in the Events in any manner.
2. Any Deliverables created for or in relation to the Events, shall be created only by the Participants. Outsourcing, contracting or any other involvement of a third-party, for the creation of Deliverables, shall lead to a breach of your confidentiality obligations under this Agreement, and you shall indemnify Xiaomi for any losses caused due to a breach of your confidentiality obligations.
3. Any Mi Fans who have not provided any details, information, or clarifications sought by Xiaomi, either for organizing the Events, or coordinating the delivery of the Products, or for any other reason, shall not be eligible to participate in the Events.
II. DETAILS OF THE EVENTS
1. This Agreement shall be effective from the date of publishing on www.mi.com/in, and shall be valid and subsisting for till the submission of all Deliverables to Xiaomi’s satisfaction, with respect to all Events proposed to be conducted by or on behalf of Xiaomi (“Term”).
2. For the duration of the Term, Xiaomi may, as part of its promotional, marketing, advertising campaigns, Products launches, or other activities (collectively, “Events”), call upon to you create and submit the Deliverables.
3. Xiaomi may communicate the terms, conditions, details, timelines, and other instructions with respect to the same, by way of an e-mail to your e-mail ID, or by way of social media, or otherwise (“Instructions”). Unless otherwise specified, the Instructions, and your performance and creation of Deliverables thereunder, shall be governed by the Agreement.
4. You are expected to create Deliverables and submit the same for Xiaomi’s review and approval, strictly within the timelines communicated to you in the Instructions. Xiaomi shall review the Deliverables, and may propose or suggest any changes or modifications to the same, and you shall adhere to such requests for modifications, within the timelines proposed by Xiaomi.
5. Upon approval of the final Deliverables by Xiaomi, you shall share, post, display exhibit, or otherwise make use of the Deliverables, as per the Instructions (collectively, “Use”).
6. The Use of Deliverables by you at all times, shall be subject to Xiaomi’s Instructions, and the timelines specified thereunder. You shall indemnify Xiaomi for any losses caused to it, for any use of the Deliverables in any manner which is not explicitly permitted by it.
III. CREATION AND USE OF DELIVERABLES
1. As mentioned, you have been engaged by Xiaomi to create and submit the Deliverables, in furtherance to the Events organized, contracted or otherwise conducted by Xiaomi.
2. You shall Use the Deliverables only as per the Instructions provided to you by Xiaomi.
3. You shall not outsource, sub-contract, or otherwise engaged any third-party for, the creation and submission of the Deliverables.
4. You undertake and hereby agree that all Deliverables prepared and submitted by you to Xiaomi, shall be your original works, and do not infringe upon any third-party’s intellectual property rights.
5. If you utilize any third-party intellectual property rights in preparation of the Deliverables, such as sound recordings, stock photographs, etc. (collectively, “Third-Party Content”), you shall ensure that you have obtained valid, subsisting, transferable, sub-licensable, non-exclusive, irrevocable, royalty-free, perpetual, and worldwide license from the creators of the Third-Party Content, so as to permit you to utilize, incorporate or otherwise embed the Third-Party Content in the Deliverables (“License”).
6. If you have utilized, incorporated or embedded any Third-Party Content in the Deliverables, you shall inform Xiaomi of the same, and ensure that the License procured by you, permits the use and exploitation of Deliverables by Xiaomi.
7. If you do not have a valid and sub-licensable License to utilize the Third-Party Content, you shall not incorporate such Third-Party Content in the Deliverables, and doing so without a valid and transferable License, may inter alia disqualify you from any further participation in the Events, or in your capacity as a “Mi Fan”.
8. Upon submission of Deliverables to Xiaomi, and receipt of final approval from Xiaomi, the title to the Deliverables to the Xiaomi, and Xiaomi shall be entitled to utilize, display or otherwise exploit the Deliverables in the manner it desires, in perpetuity. Xiaomi shall exclusively own all rights, title, and interest, including intellectual property rights, in the Deliverables, except to the extent that Third-Party Content is embedded are on to the same.
9. You hereby agree to waive any and all moral rights, including the right to identification of authorship or limitation on subsequent modifications that you may have in the Deliverables shared with Xiaomi.
10. You acknowledge that Xiaomi’s failure to exercise any rights, as contemplated hereinabove, shall not cause a lapse of assignment of rights, and you agree to specifically waive the application the Indian Copyright Act, 1957, in this regard.
11. You also agree to help prepare, execute and / or provide any documents as we may consider necessary, so as to secure, register and / or perfect our title and rights over the Deliverables.
12. Upon submission of the Deliverables, you shall stop using, displaying or sharing the Deliverables in any manner, except for as expressly permitted by Xiaomi, for the Use. Any display, sharing or other use of the Deliverables by you, except for the Use, shall be subject to Xiaomi’s prior written consent.
13. You understand that Xiaomi may provide you with some information, materials, content, photographs, or Products (collectively, “Xiaomi Content”), that may need to be incorporated within the Deliverables, and you acknowledge that this Xiaomi Content shall be used by you, solely for the Use, and only as specifically instructed and permitted by Xiaomi. You shall use the Xiaomi Content only in accordance with the brand guidelines communicated to you by Xiaomi.
IV. USE AND RETURN OF THE PRODUCTS
1. In furtherance of the Events, we may share with you certain any consumer electronic products supplied, marketed or distributed, or proposed to be supplied, marketed by Xiaomi (“Products”), to enable you to prepare the Deliverables, based on our Instructions.
2. These Products will be delivered to you by Xiaomi, at the address shared by you with Xiaomi. As the Products may constitute confidential information, the delivery thereof should be accepted only by you.
3. Any failure by you in collection or acceptance of the delivery of Products may disqualify you from participating in the Events.
4. You shall handle and treat the Products with utmost care and diligence, and only for the Uses that are communicated to you by Xiaomi, by way of the Instructions. You are strictly not permitted to utilize the Products for any reasons but for creation of the Deliverables.
5. You shall not tamper with, destroy, or take apart, or make any copies, adaptations or derivatives of, the Products, unless specifically permitted by Xiaomi, for creation of a Deliverable.
6. You agree to not engage in any activity or action that may put the Products at risk of being tampered with or destroyed, and you shall not utilize the Products for any acts that are in contravention of applicable laws.
7. You acknowledge that the Products being delivered to you are of an utmost confidential nature, and in certain cases, any information about the Products may not be available in the public domain (“Confidential Products”), and any breach of confidentiality with respect to the Confidential Products, could lead to substantial losses for Xiaomi. You accordingly agree to maintain the confidentiality of the Confidential Products, and not disclose any specifications, details, model details, or other information about the same, to any other person, till the time such information is made public by Xiaomi. Your obligations of confidentiality shall subsist even after the submission of Deliverables, completion of the Term, or return of the Products. You shall be released from your obligations of confidentiality, only upon the release of information regarding the Confidential Products, to the public.
8. Upon submission of the Deliverables, Xiaomi may ask you to return the Products to premises allocated by Xiaomi. You shall return the Products to Xiaomi, either using a third-party logistics services provider, or on your own, provided however that you shall bear the sole liability and responsibility for any breach of confidentiality, damage, tampering or other destruction caused to the Products, including the Confidential Products, during the transit of such Products to Xiaomi’s premises, and shall indemnify Xiaomi against the same.
9. You shall indemnify Xiaomi for any losses caused due to a breach of confidentiality in relation to the Confidential Products, and Xiaomi may further disqualify you from participating in any events organised or held by or on behalf of Xiaomi, in your capacity as a Mi Fan.
V. GRANT OF MI COUPONS
1. Upon submission of the Deliverables by you, Xiaomi shall, on the basis of the quality of your Deliverables, and any other criteria that it may decide, at its discretion (“Eligibility Criteria”), assess and adjudge your Deliverables, in an internal selection procedure, decided at its sole discretion.
2. If, during the internal selection procedure, Xiaomi assesses that your Deliverables meet all Eligibility Criteria, to its satisfaction, you shall be entitled to receive coupons that may be redeemed on www.mi.com/in (“Mi Coupons”), against purchase of any products permitted thereunder.
3. The value of Mi Coupons provided to you shall depend on the nature of the Event and Deliverables expected of you, in accordance with the Instructions communicated to by you Xiaomi, and shall be solely decided at Xiaomi’s discretion.
4. You acknowledge and understand that at no stage shall the Mi Coupons be substituted or redeemed for any cash amounts.
5. Any usage of Mi Coupons by you shall remain subject to timelines, terms and conditions set out on thereon, and on www.mi.com/in (collectively, “Mi Coupon Conditions”) and you are instructed to utilize the Mi Coupons strictly in accordance with such conditions.
6. You agree that you shall not be able to exercise any recourse against Xiaomi for failure by you to utilize the Mi Coupons in accordance with the Mi Coupon Conditions, and Xiaomi, its parent, subsidiary and affiliate companies, and their directors, employees, representatives and agents hereby disclaim all liability with respect to the same.
VI. GENERAL TERMS AND CONDITIONS
1. Xiaomi reserves the right to disqualify you from participating in your capacity as a Mi Fan, in any Events organized or held by or on behalf of it, for any non-compliance by you of these Terms.
2. Xiaomi may continue to use or exploit the Deliverables shared by you, in perpetuity.
3. Xiaomi is not obligated to exploit your Deliverables in any manner. All use of your Deliverables by Xiaomi, is at all times, subject to Xiaomi’s discretion.
4. In the event Xiaomi discovers that you have obtained a third-party’s assistance for creation of the Deliverables, Xiaomi reserves the right to disqualify you from participating in your capacity as a Mi Fan, in any Events organized or held by or on behalf of it
5. Xiaomi reserves the right to terminate, suspend or amend the structure and timelines of the Events, without notice. If Xiaomi wishes to amend any Instructions, it shall provide notice to you in writing, via e-mail, social media, or otherwise, and the amended Instructions shall be effective and applicable from the date of receipt of the amended Instructions, by you.
6. Xiaomi shall not be responsible in any manner whatsoever for any non-compliance with these Terms or applicable law, by you, during creation of Deliverables, or participation in Events, by you.
7. These Terms and Conditions shall be governed and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of courts in Bengaluru, Karnataka.
VII. CONFIDENTIALITY
1. You shall not use any confidential information provided to you by Xiaomi, including any confidential Xiaomi Content, whether before or after the date of publishing these Terms, except as expressly authorized by Xiaomi, and only for creation of the Deliverables, for participation in the Events, and strictly in accordance with the Instructions.
2. In the event that you are called upon to disclose any confidential information of Xiaomi, due to an order of a government agency, legislative body, judicial or quasi-judicial authority, you shall first provide a prompt written notice to Xiaomi, and only furnish such portion of confidential information that you are legally compelled to.
3. All obligations with respect to confidentiality of any information received from Xiaomi, including that of the Confidential Products, shall subsist in perpetuity, or till such confidential information is made available in the public domain, by Xiaomi.
4. You shall be required to intimate Xiaomi as soon as you become aware of any breach of confidentiality, either accidentally or on purpose, of any confidential information of Xiaomi, or the Confidential Products. Upon informing Xiaomi, you may receive communication from Xiaomi instructing you of the next steps to be adhered to, failing which, Xiaomi shall be entitled to initiate legal action against you.
VIII. REPRESENTATIONS AND WARRANTIES
1. You represent and warrant to Xiaomi that:
a) you shall create the Deliverables and utilize the Products, in compliance with all applicable laws and these Terms and Conditions;
b) you shall deliver the Deliverables in a timely manner, and in adherence to the Instructions and policies, communicated by Xiaomi from time to time;
c) the Deliverables shall not in any event, be unlawful, inappropriate, offensive, abusive, defamatory, disparaging, obscene, objectionable or in violation of applicable laws;
d) all Deliverables, except to the extent that any Third-Party Content is incorporated into it, subject to a License, shall be your original work only, and shall not infringe on any third-party’s intellectual property rights;
e) you shall, at all times, comply with the terms and conditions of licensing agreements governing the License of Third-Party Content;
f) you have been granted the necessary rights and interests in the Third-Party Content incorporated into the Deliverables, so as to further grant to Xiaomi the right to own or exploit the Deliverables;
g) you shall deal with any disputes raised by Third-Party Content creators, without involving Xiaomi at any stage; and
h) you have provided to Xiaomi accurate and correct information with respect to your name, address e-mail ID, contact number, and other contact information (collectively, “PI”), and represent and warrant that the PI provided by you, only belongs to you; and
i) you shall not undertake any contractual or other obligations or restrictions that are inconsistent with, or may cause a conflict of interest with respect to, the creation of Deliverables and participating in the Events.
2. Xiaomi and its parent, affiliate and subsidiary companies do not make any warranties, express or implied, so as to merchantability, fitness for a particular purpose or use, and non-infringement of third-party intellectual property rights. Under no circumstances, will Xiaomi or any of its affiliates, directors, officers, employees, agents or contractors be liable for indirect, incidental, consequential, special or exemplary losses or damages arising from the event, under tort, common law or under public policy, even if you have been advised of the possibility of such damages.
IX. DISCLAIMERS
1. Xiaomi shall not be liable to you, for any losses or damages caused to you or the Deliverables, during your participation in the Events, as a result of an act of God, governmental actions, force majeure circumstances, or any other reasons beyond its reason, and Xiaomi shall not be responsible to pay you any compensation, or make any reparations, monetary or otherwise.
2. Xiaomi shall not be responsible for any technical malfunction, deletion, failure or malfunction of computer networks or software, or the inability to participate in Events, send or receive Deliverables or otherwise access any website or application, or any other error, human or otherwise.
X. PUBLICITY
1. You hereby agree to irrevocably and unconditionally permit Xiaomi to publicize, cover, share, the Deliverables, through and by way of various media and platforms, which inter alia include newspapers, radio, televisions, news channels, internet, point of sale materials, etc., and you shall not raise any objections, protest or demur to such coverage, and the use of your name, voice, likeness, image, or illustrations by Xiaomi, in this regard, and by agreeing to the Terms, you shall be deemed to have given consent for the same.
2. With respect to the foregoing, you hereby grant Xiaomi the right to interview, photograph, videotape and record you, in respect of your participation in the Events. You waive any rights to inspect or approve any media proposed to be published and shared by Xiaomi or its agencies and contractors, before such publishing.
3. By agreeing to these Terms and Conditions, you grant Xiaomi the right to use any information provided by you, including any PI, on its website, without any further compensation, permission or notification to you, to the extent not prohibited under applicable laws.
4. By agreeing to these Terms and Conditions, you grant Xiaomi the right to utilize your and distribute any information given by you, including any PI, for promotional, advertising or marketing activities, without any further compensation, permission or notification to you, to the extent not prohibited under applicable laws.
XI. PRIVACY
1. By agreeing to these Terms and Conditions, you expressly consent to provide your PI to Xiaomi, for the purposes of your participation in the Events. You understand that you have the right to not choose to not provide any PI as requested by Xiaomi. You also understand that if you do not provide the PI, Xiaomi will not be able to provide you the opportunity to participate in the Events and provide Deliverables.
2. You hereby agree and understand that the terms regarding sharing, transfer, disclosure, storing and protection of PI shall be governed by the following policy:
a) Xiaomi shall use the PI only for the purpose as specified herein;
b) Xiaomi will not sell the PI to third-parties;
c) Xiaomi will not transfer your PI to any third party, except where we have obtained your explicit consent; and
d) Xiaomi will only disclose your PI under the following circumstances:
i) Where we have obtained your explicit consent, Xiaomi may share your PI within the scope of your consent/request with specific third parties designated by you;
ii) Xiaomi may share your PI from time to time to other Xiaomi affiliates;
iii) disclosure based on law or reasonable grounds: including laws and regulations, legal procedures, litigation, or at the request of the competent government departments or agencies if the disclosure is necessary or appropriate for national security, law enforcement, or other matters of public health and safety; and
iv) with our third-party service providers and business partners, for providing services to you, and is solely for legitimate, legal, necessary, specific, and explicit purposes and Xiaomi will have contracts in place to ensure that third-party service providers comply with the applicable privacy laws in your jurisdiction.
3. You hereby agree and understand that the detailed terms regarding sharing, transfer, disclosure, storing and protection of my PI shall be governed by the privacy policy available at https://privacy.mi.com/all/en_IN/ in so far as it is applicable.
XII. INDEMNITY AND DAMAGES
1. You hereby agree to indemnify, release and hold Xiaomi, its parent, affiliate and subsidiary companies, and all their respective officers, directors, employees, representatives, and agents, from any liability, damages, losses or injuries, resulting, in whole or in part, (a) from your participation in the Events, creation, submission or Use of Deliverables by you, in pursuance to the Events, (b) breach of any Terms and Conditions, your obligations or representations and warranties by you; (c) breach of applicable laws by you; (d) infringement upon intellectual property rights of Xiaomi or any third-party; (e) fraud, gross negligence and wilful misconduct by you; (f) any death, bodily injury or damage to property caused due to your actions; and (g) any deficiency in the Deliverables.
2. For any breach of your confidentiality obligations under this Agreement, including any leakages, unauthorized disclosures, or exposure of confidential information, including the Confidential Products, Xiaomi shall be entitled to receive from you damages up to INR 10,00,000, within fifteen (15) days of receipt of communication from Xiaomi. Further, Xiaomi may further bar, blacklist or prohibit you from participating in the Events, or any other events, in your capacity as a “Mi Fan”.