Terms & Conditions

Kody Media Private Limited

Effective Date: 22-10-2026

Last Updated: 22-10-2026

1. Introduction, Acceptance and Definitions

These Terms & Conditions (“Terms”) govern access to https://kodymedia.com/ (the “Website”), the Odigo advertising platform and its panels (the “Platform”), and all programmatic Digital Out-of-Home (“DOOH”) advertising services (the “Services”) provided by Kody Media Private Limited (“Kody Media”, “we”, “us”). “Client” or “you” means the brand, agency or entity that accesses the Platform or purchases the Services.

By accessing the Website or Platform, submitting a booking, or signing an Insertion Order, you agree to these Terms. If you act for a company or agency, you confirm that you are authorised to bind it.

Key terms used in this document:

Insertion Order / IO / Booking Confirmation: the signed or accepted order, quotation or online booking that sets out the campaign, dates, placements, fees and special conditions.
Campaign: an advertising run delivered under an IO.
Inventory: advertising screens, robots, devices, slots and venue placements available through Kody Media.
Creatives: all advertising materials supplied by or for the Client, including images, videos, audio, copy, logos and data feeds.
Venue Partner: any owner or operator of a location where Inventory is deployed.
Impression: an estimated opportunity for an audience to see an advertisement, calculated using Kody Media’s stated methodology.
Proof of Play: log evidence that a Creative was displayed.
Confidential Information, Intellectual Property Rights and Applicable Law have the meanings in Sections 11, 10 and 23.

2. Eligibility and Authority

The Services are for business use only. You represent that you are at least 18, have legal capacity, are duly organised and in good standing, and are not restricted under sanctions or export-control laws.

3. The Services

Kody Media provides planning, scheduling, programmatic delivery, management and reporting of DOOH advertising, including real-time analytics, on participating robots, screens and venues. The IO specifies the Services purchased, flight dates, locations, formats, pricing and deliverables.

Inventory is subject to availability, Venue Partner participation, operating hours, technical conditions and approvals. We may substitute comparable Inventory where reasonable, and will notify you of material changes.

4. Order of Precedence

In case of conflict, the following order applies: (1) a written Master Services Agreement signed by both parties; (2) the IO; (3) these Terms; (4) our Privacy Policy, Refund Policy and Cancellation Policy, each as referenced in these Terms. Nothing in a Client’s purchase order or standard terms will override these Terms unless Kody Media agrees in writing.

5. Accounts and Platform Access

You must provide accurate information, keep credentials secure, limit access to authorised users, and promptly notify us of unauthorised access. You are responsible for all activity under your account. You must not attempt unauthorised access, interfere with Platform security, introduce malicious code, scrape or reverse-engineer the Platform, misrepresent identity, or use the Services unlawfully. We may restrict or suspend access as described in Section 17.

6. Booking, Fees, Payment and Taxes

Confirmation – A booking is binding only when Kody Media confirms it in writing or through the Platform. Receipt of payment alone does not confirm a booking.
Fees – Fees are as stated in the IO. Unless stated otherwise, fees are quoted in [INR / USD] and are exclusive of taxes.
Payment – Unless otherwise agreed, full payment is due before the Campaign starts. Where credit terms are agreed, invoices are payable within [30] days of the invoice date. Payments may be made through Razorpay or another authorised provider.
Taxes – The Client bears all applicable taxes, including GST, VAT and similar levies. International Clients must pay free of deduction, and if withholding tax is required by law, the Client will gross up the payment or supply valid tax certificates, as the IO provides.
Currency and charges – Bank, transfer, and foreign-exchange charges are borne by the Client.
Late payment – Overdue amounts may attract interest at [1.5]% per month or the maximum rate allowed by law, and we may pause delivery until paid.
Invoice disputes – The Client must raise a good-faith dispute in writing within [15] days of the invoice date, identifying the disputed amount. Undisputed amounts remain payable.
Price changes – We may revise pricing for future bookings. Confirmed IO pricing will not change except as the IO states.

7. Campaign Delivery, Reporting and Performance

Campaigns run according to the confirmed IO. Delivery depends on Inventory availability, Venue Partner access, operating hours, technical performance, and receipt of approved Creatives by the agreed deadline.

If a Campaign is delayed, interrupted or materially affected, we will assess the circumstances and offer a remedy under the IO, the Refund Policy and Applicable Law, such as make-good placements, extended flight dates or a proportionate credit or refund.

Reports, Impressions, Proof of Play and analytics are estimates based on our stated methodology and data sources. Unless a written agreement expressly guarantees otherwise, we do not guarantee any level of audience reach, engagement, sales, leads or return on investment. Third-party measurement or verification is at the Client’s cost and does not bind us unless agreed in the IO.

8. Advertising Content Standards and Approvals

The Client shall be solely responsible for all advertising materials, creatives, content, claims, representations and other materials supplied by or on behalf of the Client (“Creatives”). The Client shall ensure that all Creatives are lawful, accurate, truthful, not misleading, appropriately licensed and compliant with all Applicable Laws, applicable advertising codes, including the ASCI Code in India, third-party intellectual property and other rights, and the applicable policies, guidelines and requirements of Venue Partners.

Without limiting the foregoing, Kody Media reserves the right to refuse any Creatives that are unlawful, misleading, defamatory, discriminatory, obscene, infringing, unsupported by adequate substantiation where required, or otherwise inconsistent with Applicable Law, Venue Partner requirements or Kody Media’s reasonable content and brand-safety standards.

Kody Media may review, request modification of, reject, suspend, remove or discontinue the display of any Creatives that, in its reasonable opinion, violate this Section or present a legal, regulatory, operational, safety or material reputational risk to Kody Media or any Venue Partner. Where reasonably practicable, Kody Media shall notify the Client and provide an opportunity to rectify the relevant issue. However, Kody Media may take immediate action without prior notice where required by law, by a competent authority or Venue Partner, or where reasonably necessary to address an urgent legal, safety or reputational risk.

The Client shall provide Creatives in the prescribed formats and within the timelines specified in the applicable Insertion Order (“IO”) or otherwise communicated by Kody Media. Any delay, interruption or non-delivery of a Campaign attributable to late submission, rejection, non-compliance or delayed approval of Creatives by the Client shall not constitute a breach by Kody Media, and the applicable fees shall remain payable in accordance with the IO and the applicable cancellation and refund policies. This provision shall not exclude any remedy available to the Client under Applicable Law or the IO where the relevant delay or non-performance is attributable to Kody Media.

9. Client Responsibilities

The Client will: supply compliant Creatives and approvals on time; give accurate booking and billing information; obtain all licences, consents and clearances for talent, music, trademarks and data used in Creatives; and comply with Applicable Law in its use of the Services.

10. Intellectual Property Rights

Ownership – Each party retains ownership of its pre-existing Intellectual Property Rights, including patents, copyrights, trademarks, designs, trade secrets, software and data rights.
Client Creatives – The Client retains all rights in its Creatives and grants Kody Media a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt (for formatting and technical compatibility only), display and transmit them as necessary to deliver and report on the Campaign. Unless the Client agrees otherwise, we may also reference the Client’s name and logo as a customer and may retain Campaign screenshots and proof of play for audit and case-study purposes, with the Client’s prior written approval for any public case study.
Kody Media may retain Campaign records, screenshots and Proof of Play to the extent reasonably required for service delivery, reporting, compliance, audit and dispute resolution, subject to its confidentiality and data protection obligations.
Kody Media and Odigo IP – The Platform, Odigo software, robots, hardware designs, algorithms, dashboards, reports, analytics methodologies, trademarks, website content and documentation belong exclusively to Kody Media or its licensors. We grant the Client a limited, non-exclusive, non-transferable, revocable right to use the Platform solely for its own internal advertising purposes during the term of the IO.
Restrictions – The Client must not copy, modify, sublicense, resell, reverse-engineer, decompile or create derivative works of the Platform, or use it to build a competing product.
Data and insights – Campaign data generated by the Platform, including aggregated and anonymised analytics, may be used by Kody Media to operate, secure and improve the Services, provided it does not identify the Client or its confidential Creatives to any third party.
Feedback – Suggestions about the Platform may be used by Kody Media without obligation.
Infringement claims – If a third party claims that a Creative infringes its rights, we may remove the Creative immediately, and the Client’s indemnity in Section 19 applies.

11. Confidentiality

Each party will keep the other’s non-public business, technical, commercial and financial information (“Confidential Information”) confidential, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know and are bound by equivalent duties. This does not apply to information that is public through no fault of the recipient, already lawfully known to it, independently developed, or lawfully received from a third party. Disclosure required by law is permitted after notice, where lawful. These obligations survive for [3] years after termination, and indefinitely for trade secrets.

12. Data Protection

Each party will comply with Applicable Data Protection Law, including the Digital Personal Data Protection Act, 2023 (India). Our handling of Personal Data is described in our Privacy Policy. Where we Process Personal Data on a Client’s behalf, we will do so only on its documented instructions, under a Data Processing Agreement where required, with appropriate security measures, and with notice of any Personal Data breach affecting that data without undue delay. The Client must ensure it has a lawful basis for any Personal Data it supplies.

13. Representations and Warranties

Each party represents that it has the power and authority to enter into these Terms and that doing so does not breach any other obligation. The Client further warrants that its Creatives and instructions will not infringe or violate any law or third-party right. Kody Media warrants that it will perform the Services with reasonable skill and care.

14. Third-Party Services and Venue Partners

The Services depend on third parties including payment providers, technology vendors, Venue Partners and deployment partners, whose services are subject to their own terms. We are responsible for our own performance, but are not liable for third-party acts or omissions beyond our reasonable control. This does not exclude responsibility that we have under Applicable Law or an express written agreement.

15. Cancellation, Rescheduling and Refunds

Cancellation, rescheduling and refunds are governed by our Cancellation Policy and Refund Policy, which form part of these Terms, and by the IO. Cancellation does not automatically entitle the Client to a refund, and committed Inventory or work already performed may be chargeable as the IO and those policies provide.

16. Disclaimers

Except as expressly stated in these Terms, the Services and Platform are provided “as is” and “as available”. To the extent permitted by law, we disclaim all implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation, or that any Campaign will achieve a particular commercial result.

17. Suspension and Termination

We may suspend or terminate access or a Campaign, with notice where practicable, for material breach, non-payment, unlawful or non-compliant Creatives, security risk, suspected fraud, sanctions concerns, or legal or Venue Partner requirements. Either party may terminate an IO for the other’s material breach that remains uncured [15] days after written notice, or immediately if the other becomes insolvent. On termination, accrued payment obligations become due, licences end, each party returns or deletes the other’s Confidential Information, and Sections 6, 10, 11, 12, 16, 18, 19, 22, 23 and 24 survive. Account closure does not cancel a confirmed Campaign or remove accrued obligations.

18. Limitation of Liability

To the maximum extent permitted by law:

neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, goodwill or data, however arising; and
Kody Media’s total aggregate liability arising out of or relating to these Terms and any IO is limited to the fees actually paid by the Client for the Campaign giving rise to the claim [in the 12 months preceding the claim].

The limitations and exclusions set out in this Section shall not apply to the extent that liability cannot lawfully be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence where such liability cannot lawfully be excluded, fraud, or any other liability that cannot legally be limited.

The limitation of liability applicable to Kody Media shall not apply to the extent a claim arises from fraud, wilful misconduct or gross negligence of Kody Media, subject to Applicable Law.

For the avoidance of doubt, the Client’s payment obligations and indemnification obligations under Section 19 shall not be subject to the limitation of liability applicable to Kody Media under this Section, except to the extent otherwise expressly provided in Section 19 or required by Applicable Law.

19. Indemnification

The Client will defend, indemnify and hold harmless Kody Media, its directors, officers, employees and Venue Partners from third-party claims, losses, damages, penalties and reasonable legal costs arising from: (a) its Creatives or their use as permitted; (b) infringement or violation of third-party rights or Applicable Law; (c) its breach of these Terms; or (d) its misuse of the Platform, except to the extent caused by Kody Media’s own unlawful conduct, breach or gross negligence.

Kody Media shall indemnify the Client against third-party intellectual property infringement claims arising from the Platform as supplied by Kody Media and used in accordance with these Terms. Kody Media may modify, replace or withdraw the affected component to address such claims.

The party seeking indemnification shall promptly notify the other party, provide reasonable cooperation and allow the indemnifying party to control the defence and settlement of the claim. No settlement imposing liability or non-monetary obligations on the indemnified party may be entered into without its prior written consent.

The Client’s indemnification obligations shall not be subject to the liability cap applicable to Kody Media under Section 18. Kody Media’s indemnification obligations shall remain subject to Section 18, except where prohibited by Applicable Law.

20. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, power or network failure, venue closure, labour disputes, or failure of third-party infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a Force Majeure Event continues beyond 30 days, either party may terminate the affected IO by written notice. Any adjustment, credit or refund for Services not delivered shall be determined proportionately under the IO and Applicable Law, taking into account Services already performed and costs properly incurred.

21. Anti-Bribery, Sanctions and Export Compliance

Each party shall comply with all Applicable Laws relating to anti-bribery, anti-corruption and the prevention of improper payments, including the Prevention of Corruption Act, 1988, as applicable to such party. Neither party shall offer, promise, authorise, solicit or accept any improper payment or other undue advantage in connection with these Terms or the Services.

The Client represents that, to its knowledge following reasonable enquiry, neither the Client nor any of its beneficial owners is subject to applicable sanctions that would prohibit or materially restrict the relevant transaction or the provision or use of the Services. The Client shall not use the Services in any manner that would cause Kody Media to violate applicable sanctions, export-control or other trade-compliance laws.

Kody Media may suspend the affected Services or Campaign, without liability for the resulting delay to the extent permitted by Applicable Law, where it reasonably believes that continued performance may violate Applicable Law or expose Kody Media to a material sanctions, regulatory or compliance risk. Where the relevant issue cannot reasonably be resolved, Kody Media may terminate the affected IO by written notice, subject to Applicable Law and the applicable payment, cancellation and refund provisions.

22. Governing Law and Dispute Resolution

Governing law – These Terms, each IO and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of India.
Amicable Resolution: The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms or any IO through good-faith discussions between their respective senior representatives. Either party may initiate this process by written notice describing the dispute. If the dispute is not resolved within thirty (30) days from receipt of such notice, either party may refer the dispute to arbitration in accordance with this Section.
Arbitration – Any dispute not resolved through the foregoing process shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties are unable to agree on the appointment, the arbitrator shall be appointed in accordance with the said Act. The legal seat of arbitration shall be Ahmedabad, Gujarat, India. Hearings shall ordinarily be conducted in Ahmedabad unless the parties agree otherwise or the arbitral tribunal determines otherwise in accordance with Applicable Law. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties, subject to remedies available under Applicable Law.
Jurisdiction and Interim Relief~~Courts~~ – Subject to the arbitration provisions above, the courts of competent jurisdiction at Ahmedabad, Gujarat, shall have exclusive jurisdiction over proceedings arising out of or in connection with these Terms, to the extent legally permissible. Nothing in this Section shall prevent either party from seeking urgent interim or conservatory relief from a competent court or arbitral tribunal in accordance with Applicable Law.

23. General Provisions

Entire agreement – These Terms, the IO and incorporated policies are the entire agreement on their subject matter and supersede earlier discussions.
The policies incorporated into these Terms shall be made available to the Client through the Website or otherwise communicated to the Client. The applicable version of each policy shall be identifiable by its effective date or version number.
Amendments – We may update these Terms by publishing the revised version with a new date. Changes do not affect a confirmed IO unless the Client agrees in writing or the change is required by law.
Assignment – The Client shall not assign, transfer or otherwise dispose of any of its rights or obligations under these Terms or any IO without Kody Media’s prior written consent. Kody Media may assign or transfer its rights and obligations to an affiliate or successor in connection with a merger, restructuring, reorganisation or transfer of all or substantially all of the relevant business, subject to Applicable Law.
Relationship – The parties are independent contractors. Nothing creates a partnership, agency, joint venture, or employment relationship.
Severability – If a provision is unenforceable, the rest remains in effect, and the provision will be modified to the minimum extent necessary.
No waiver – A failure or delay in enforcing a right is not a waiver of it.
Notices – All formal notices under these Terms shall be in writing and delivered by hand, recognised courier or email to the addresses or email addresses specified in the applicable IO or Section 24, as updated by written notice. Notices delivered by hand or courier shall be deemed received upon delivery. Email notices shall be deemed received on the next business day following transmission, provided the sender does not receive an automated delivery-failure notification. Notices relating to termination, material breach or legal proceedings should also be sent by recognised courier where reasonably practicable. Nothing in this clause shall override any mandatory notice requirements under Applicable Law.
Publicity – Neither party will issue a press release naming the other without prior written approval, except as Section 10 allows.
Third-party rights – No third party may enforce these Terms, except Kody Media’s indemnified persons under Section 19.
Language and counterparts – The English version prevails over any translation. An IO may be signed in counterparts and electronically.
Applicable Law means all applicable statutes, laws, rules, regulations, regulatory requirements, binding orders and legally applicable advertising codes in force from time to time that apply to the relevant party, transaction, Campaign or Services.

24. Contact

Kody Media Private Limited

Registered Office: 2nd Floor, J Block, Mondeal Retail Park, Beside Iscon Mall, Iscon Cross Road, Sarkhej–Gandhinagar Highway, Ahmedabad, Gujarat 380015, India

Email: [email protected]

Phone: +91 63576 98103

Website: https://kodymedia.com/