Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and AdBaBa ("Palm Technologies Private Limited") governing your access to and use of the AdBaBa platform at https://adbaba.in ("Platform").

By accessing or using the Platform, creating an account, or completing any booking, you unconditionally accept these Terms in full. If you do not agree with any part of these Terms, you must immediately cease using the Platform.

These Terms are effective from [DATE — update before launch].

2. Definitions

• "Platform" — the AdBaBa website, mobile application, and all related services.
• "Advertiser" — any individual or entity that uses the Platform to book advertising slots.
• "Screen Owner" — any individual or entity that lists advertising display screens on the Platform.
• "Campaign" — an advertising booking placed and confirmed on the Platform.
• "SYNC Campaign" — a synchronized multi-screen broadcast where multiple screens play the same advertisement at the same second.
• "Slot" — a unit of advertising time (typically 20 seconds) within a continuous display loop on a single screen.
• "Political Campaign Account (PCA)" — a verified account for political parties or candidates registered with the Election Commission of India.
• "Normal Tier" — standard Platform services including single and multi-screen bookings not involving the SYNC engine.
• "Premium Tier" — Platform services involving the SYNC engine, the Political Campaign Module, and all features designated as premium in the Platform.
• "We / Us / AdBaBa" — Palm Technologies Private Limited, the operator of the Platform.

3. Eligibility

• You must be at least 18 years of age to use the Platform.
• You must have the legal authority and capacity to enter into binding contracts under Indian law.
• Companies and entities must be registered in India or have a valid Indian business presence.
• Political Campaign Accounts may only be created by entities registered with the Election Commission of India (ECI) as a recognized political party, or by candidates who have filed their nomination with the ECI.
• By registering, you represent and warrant that all eligibility requirements are met.

4. Platform Services

AdBaBa operates as an intermediary marketplace as defined under Section 79 of the Information Technology Act 2000. The Platform connects Advertisers with independent Screen Owners and facilitates the booking of advertising slots on those screens.

• AdBaBa does not own, operate, or control any advertising display screens listed on the Platform.
• AdBaBa does not create, review for accuracy, or endorse any advertisement content submitted by Advertisers.
• Screen availability is subject to the discretion and operational capacity of each Screen Owner.
• AdBaBa reserves the right to modify, suspend, or discontinue any Platform feature at any time with reasonable notice.

5. Advertiser Obligations

By using the Platform to run advertising campaigns, you agree that:

• You are solely and exclusively responsible for all advertisement content you upload or submit.
• All ad content must comply with applicable Indian laws including but not limited to the Cable Television Networks (Regulation) Act 1995, the Drugs and Magic Remedies Act 1954, the Representation of the People Act 1951 (for political content), and the Consumer Protection Act 2019.
• All ad content must comply with the Advertising Standards Council of India (ASCI) Code and guidelines.
• The following categories of content are strictly prohibited: obscene or pornographic material; defamatory statements about any individual, company, or group; content promoting hatred based on religion, caste, gender, race, or ethnicity; content promoting tobacco or alcohol to minors; misleading or deceptive claims; content violating any court order or injunction; content that infringes the intellectual property rights of any third party; and content promoting banned organisations or substances.
• AdBaBa reserves the absolute right to reject, remove, or suspend any advertisement or campaign at any time without obligation to provide reasons.
• You shall indemnify, defend, and hold harmless AdBaBa and its officers, employees, and agents against all claims, damages, losses, and expenses (including legal costs) arising from your advertisement content or your breach of these Terms.

6. Screen Owner Obligations

• Screen Owners must provide accurate and current information about screen location, availability, and technical specifications at onboarding and keep such information updated.
• Screen Owners must honour all confirmed bookings and ensure screens are operational and displaying content during all booked time slots.
• Screen Owners are solely responsible for obtaining and maintaining all required municipal permissions, local authority approvals, and other regulatory licences necessary to operate advertising display screens at their location.
• Screen Owners participating in the SYNC network must maintain SYNC-capable devices and reliable network connectivity.
• Repeated failure to honour confirmed bookings may result in removal from the Platform.

7. Platform Fees

• Normal Tier fee: 7% of the total transaction value is collected by AdBaBa for standard bookings not involving the SYNC engine or Political Campaign Module.
• Premium Tier fee: 15% of the total transaction value is collected by AdBaBa for all SYNC Campaigns, all Political Campaign Module bookings, and all features designated as Premium on the Platform.
• All Platform fees are subject to applicable Goods and Services Tax (GST) as per the Central Goods and Services Tax Act 2017 (SAC code 998361).
• Screen Owner payouts are calculated after deduction of the applicable Platform fee and GST.
• AdBaBa reserves the right to revise the fee structure with 30 days' prior written notice to registered users.

8. Payment Terms

• All payments on the Platform are prepaid. Campaigns are confirmed only upon successful payment.
• Currency: Indian Rupees (INR) only.
• AdBaBa uses third-party payment gateways (Razorpay / PayU or equivalent). AdBaBa does not store your card numbers, bank account numbers, or other sensitive payment credentials.
• Payment gateway terms and privacy policies apply to payment processing.
• GST invoices are issued for all transactions where applicable.

9. Refund and Cancellation Policy

• Political Campaign Module access fees are non-refundable once KYC verification is approved.
• Refunds are processed within 7–10 business days to the original payment method only.
• To request a refund, email support@adbaba.in with your booking reference number.

10. Intellectual Property

• The AdBaBa Platform, SYNC Engine, pricing algorithm, fairness rotation engine, and all associated technology are the exclusive intellectual property of AdBaBa and are protected under applicable Indian law.
• No part of the Platform may be reverse-engineered, copied, reproduced, or used to build a competing product.
• Advertisers grant AdBaBa a limited, non-exclusive licence to store, process, and transmit their advertisement creatives solely for the purpose of delivering confirmed campaigns.
• AdBaBa's brand name, logo, and proprietary terminology are protected trademarks. Unauthorised use is prohibited.
• Screen Owner data including pricing, location intelligence, and device information is proprietary to AdBaBa and is not shared with Advertisers or third parties except as required by law.

11. Intermediary Liability (IT Act Section 79)

AdBaBa qualifies as an intermediary under Section 2(1)(w) of the Information Technology Act 2000 and is entitled to the safe harbour protection under Section 79 thereof because:

• AdBaBa does not initiate the transmission of advertisement content.
• AdBaBa does not select the recipients of advertisement content beyond facilitating the booking mechanism.
• AdBaBa does not modify advertisement content in the course of transmission.

Accordingly, AdBaBa is not liable for third-party content displayed through the Platform. AdBaBa will act on valid and complete takedown notices received from competent authorities or rights holders within 36 hours of receipt. Users may report unlawful content to grievance@adbaba.in.

12. Political Advertising Terms

• Political advertising is available exclusively through a verified Political Campaign Account (PCA) following successful KYC verification.
• All political campaign data is logged, stored, and reported in accordance with applicable Election Commission of India (ECI) guidelines and the Representation of the People Act 1951.
• During any Model Code of Conduct (MCC) period notified by the ECI, the Platform automatically blocks all new political campaign bookings. Pre-existing campaigns may be cancelled with full refund.
• AdBaBa may suspend any political campaign immediately and without notice if directed by the ECI or any competent judicial or regulatory authority.
• Advertisers are solely responsible for compliance with all election spending limits under Section 77 of the Representation of the People Act 1951 and all applicable ECI guidelines on political advertising.
• AdBaBa does not endorse, support, or affiliate itself with any political party, candidate, or ideology.

13. SYNC Campaign Terms

• SYNC delivery is subject to real-time network connectivity of all enrolled screens. AdBaBa does not guarantee 100% simultaneous delivery in all circumstances.
• A timing tolerance of ±2 seconds between screens in a SYNC Campaign is acceptable and does not constitute a service failure.
• If more than 20% of booked screens fail to play within the acceptable tolerance window for a SYNC event, a prorated refund is issued for the missed screens only.
• SYNC campaign cancellations follow the standard cancellation policy in Section 9.
• The SYNC Engine, its protocols, and its delivery infrastructure are proprietary technology of AdBaBa.

14. Governing Law and Disputes

• These Terms are governed by and construed in accordance with the laws of India.
• Subject to the arbitration clause below, all disputes shall be subject to the exclusive jurisdiction of the courts located in Pune, Maharashtra.
• In the event of a dispute, the parties shall first attempt good-faith resolution within 30 days of written notice of the dispute.
• If unresolved after 30 days, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act 1996 (as amended). The arbitration shall be conducted in Pune, Maharashtra, in the English language, before a sole arbitrator mutually agreed upon by the parties.

15. Changes to Terms

AdBaBa may update these Terms at any time. Changes will be posted on the Platform and notified to registered users by email. Changes take effect 30 days after such notice is posted. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Terms. Material changes will be highlighted separately in the notification email.

16. Termination

• AdBaBa may suspend or permanently terminate any account for violation of these Terms, fraudulent activity, or for any reason at AdBaBa's sole discretion with reasonable notice where practicable.
• Users may close their account at any time by submitting a written request to legal@adbaba.in.
• All confirmed campaigns that are in progress or scheduled at the time of termination will be honoured through to completion unless terminated for cause.
• Obligations that by their nature survive termination (including intellectual property, indemnity, and governing law provisions) shall continue after termination.