Screen Owner Agreement

This Screen Owner Agreement ("Agreement") is entered into between AdBaBa (Palm Technologies Private Limited) and the entity or individual registering screens on the Platform ("Screen Owner"). By completing the onboarding process and listing screens on AdBaBa, you agree to be bound by this Agreement.

1. Revenue Share Terms

AdBaBa collects payment from Advertisers and distributes a share to Screen Owners based on the tier of the campaign:

The "quoted price" is the price presented to the Advertiser for their booking, calculated using AdBaBa's pricing engine based on your floor price and applicable multipliers. You will not receive less than 93% (Normal) or 85% (Premium) of the final quoted price for any confirmed booking.

All payouts are subject to applicable TDS (Tax Deducted at Source) deductions as required under the Income Tax Act 1961. AdBaBa will provide a TDS certificate for all deductions made.

2. Payout Schedule

• Payout cycle: payouts are processed on the [1st and 15th of each calendar month — confirm before launch] for all campaigns that were completed in the preceding period.
• Minimum payout threshold: ₹1,000. Earnings below this threshold are carried forward to the next cycle.
• Payment method: bank transfer (NEFT/RTGS/IMPS) to the bank account registered during onboarding.
• Payout statement: a detailed statement of all bookings, slot counts, rates, and deductions is provided with each payout.
• GST invoicing: Screen Owners who are GST-registered must provide a valid GST invoice to AdBaBa for each payout cycle. Failure to provide a valid invoice may delay payout.

3. Slot Availability Obligations

• You must accurately declare the number of idle (unsold) slots available per day on each of your screens during onboarding, and promptly update this information whenever it changes.
• AdBaBa only books slots that you have designated as available. You must not designate a slot as available if it is already committed to another advertiser or is otherwise unavailable.
• Once a booking is confirmed by AdBaBa on one of your screens, you are obligated to honour that booking. The relevant slot must be played at the confirmed time and must not be overridden by any other content.
• Failure to honour a confirmed booking (without a force majeure reason) will result in a full refund being issued to the Advertiser from your pending payout, and may result in suspension from the Platform after repeated violations.
• Planned maintenance or screen downtime must be notified to AdBaBa at least 48 hours in advance through the Platform settings so that affected bookings can be rescheduled.

4. SYNC Device Registration

If your screens are SYNC-capable and registered for the SYNC network:

• Each screen must be registered with a unique device ID in the AdBaBa system.
• Your SYNC-capable screens must maintain reliable internet connectivity at all times to receive SYNC play commands.
• Your device must be configured to accept play commands from AdBaBa's SYNC API endpoint and execute them within the prescribed tolerance (±2 seconds).
• You must promptly notify AdBaBa of any device failure, network outage, or technical issue that affects SYNC capability.
• AdBaBa's SYNC server will send commands in the format: { device_id, ad_file_url, play_at_timestamp, duration_sec }. Your device must acknowledge each command and report back the actual played_at timestamp.

5. Data Sharing Terms

By registering your screens on AdBaBa, you consent to the following data processing activities:

• AdBaBa stores and uses your screen location, footfall tier, pricing, and availability data to power the booking and pricing engine.
• AdBaBa accesses your registered devices via the SYNC API for the sole purpose of delivering confirmed SYNC campaign signals.
• Your screen performance data (booking rate, conversion rate, playback logs) is used internally by AdBaBa to improve the Platform and the fairness rotation engine. This data is not shared with Advertisers in identifiable form.
• Your identity (name, company name) is never disclosed to Advertisers. Advertisers see only the location type and area of screens.
• AdBaBa may share aggregate, anonymised screen network data (e.g. total screens in a city, average footfall tier) in marketing materials.

6. Screen Owner Liability

• You are solely responsible for the physical installation, operation, maintenance, and insurance of your advertising screens.
• You are solely responsible for obtaining and maintaining all required permissions, approvals, and licences from municipal authorities, state governments, housing societies, mall management, or any other relevant authority for the display of advertisements at your screen location.
• You indemnify AdBaBa against any claim, fine, penalty, or legal action arising from the physical operation of your screens, including any municipal or regulatory violation.
• You are responsible for ensuring that your screens are in good working condition and capable of displaying content at the technical specifications declared during onboarding.

7. Termination

• Either party may terminate this Agreement by providing 30 days' written notice to the other party.
• AdBaBa may terminate this Agreement immediately and without notice for: repeated failure to honour confirmed bookings; submission of false information during onboarding; any conduct that damages AdBaBa's reputation or the interests of Advertisers; or violation of any applicable law.
• Upon termination, all pending payouts for completed campaigns will be settled within 15 business days.
• Any bookings confirmed before the notice of termination will be honoured through to completion, unless terminated for cause.

8. Dispute Resolution

• Any dispute between AdBaBa and a Screen Owner arising from this Agreement shall first be subject to a 30-day good-faith negotiation period.
• If unresolved, disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996. The arbitration shall be conducted in Pune, Maharashtra, by a sole arbitrator, in the English language.
• This Agreement is governed by the laws of India. Subject to the arbitration clause, the courts of Pune, Maharashtra shall have exclusive jurisdiction.

9. Amendments

AdBaBa may amend the terms of this Agreement, including the revenue share percentages, with 30 days' prior written notice to all registered Screen Owners. Notice will be given by email to the registered email address. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised terms. If you do not accept the revised terms, you may terminate the Agreement as per Section 7.