This agreement consists of the general Terms and Conditions for Publishers below, and any Amendments thereto and any Orders placed via the Publisher Portal on the VDO.AI website (collectively referred to as the “Agreement”). This Agreement is valid for all commercial relationships between VDO.AI(“VDO.AI”) and its publishing clients (“Publisher“) regarding the provision of online ad supply services by VDO.AI.
The Publisher is denoted as an entity looking to sell its inventory or an intermediary looking to sell third party inventory(“Supply Inventory”) with consent of the third party. Subject to the terms of this Agreement, with effect from the agreed upon effective date of the applicable Order, VDO.AI grants Publisher a limited, revocable, non-exclusive and non-transferable authorisation during the term of the Order to access and use the VDO.AI platform for their internal purpose and limits the usage for managing the sale of their Supply Inventory to advertisers who wish to run Ad campaigns on the Supply Inventory, and to independently manage the selling criteria for each campaign.
Registration and Approval
An order for the provision of online ad supply services shall come into being when VDO.AI accepts the Publisher Insertion Order(IO) form submitted by the Publisher online (“Order”), which shall contain the respective scope of performance including but not limited to campaign run dates, territorial restrictions and payment terms.
To use the VDO.AI platform, Publisher is required to complete the online registration process by providing complete, accurate information as prompted in the form. Upon completion, VDO.AI will process website approvals on behalf of the Publisher across its exchange. Conditional upon exchange approval, VDO.AI will issue the Publisher an Account on its Dashboard and access to the VDO.AI platform based on the terms of this Agreement. Publisher agrees to treat the Dashboard credentials as confidential information and Publisher agrees that its use of the Dashboard will solely be for their benefit. Publishers holds sole responsibility for all activities under the Publisher’s Account, and must notify VDO.AI in case of any unauthorised use promptly.
Maintenance and Updates
VDO.AI will provide Publisher, without any further charge to Company, with all updates (comprising general bug fixes and minor enhancements) and upgrades (comprising enhancements and major functionality changes) for the VDO.AI Platform. VDO.AI may occasionally need to suspend the reporting functionality of the VDO.AI Platform and/or the UI for maintenance. VDO.AI shall use commercially reasonable efforts to provide Publisher with advance notice of any such suspension.
Remuneration and Tracking
Unless otherwise agreed upon, if Ads are successfully displayed by VDO.AI buyers accounted through VDO.AI’s Platform, the Publisher will get a revenue share of 80% against the net advertising revenue generated, and the Publisher’s net revenue will be reported in the VDO.AI dashboard belonging to the Publisher. “Net advertising revenue” shall denote the amount actually received by VDO.AI from Advertisers for the sale of Advertising, which amounts, as billed to Advertisers, after any invalid activity deductions.
The final jurisdiction regarding tracking all metrics including but not limited to Ad Requests, Revenue, and Clicks shall be VDO.AI’s reporting system only.
The Publisher will receive all outstanding payments on a NET 60 payment term. Outstanding payments will be the sum of all finalised earnings minus the sum of all past transactions, and the same will also be displayed on the VDO.AI dashboard.
To give a publisher the benefit of real-time reporting, VDO.AI estimates the revenue in real-time. The payable amount for a particular month is finalised at the end of that month and should be visible on the VDO.AI dashboard by the third week of the following month. Any deductions and/or clawbacks from our Ad Partners due to invalid activity will be transferred to the Publisher, which shall reflect in the finalised payments.
Both, the Publisher and VDO.AI, intend that VDO.AI only remit amounts of Revenue Share corresponding to amounts of Gross Advertising Revenue it has actually collected from its advertising partners for Ad Inventory sold on the Publisher Properties. In the event that VDO.AI has remitted Revenue Share to Publisher but has not received the corresponding amounts of Gross Advertising Revenue (because of, for example, invalid or fraudulent traffic, discrepancies in billing numbers and/or uncollected accounts), VDO.AI may, as permitted by VDO.AI's agreements with Publisher, and as applicable: (i) withhold such amounts from the Revenue Share until they are collected; (ii) set off such amounts against future Revenue Share or other amounts payable by VDO.AI to Publisher; or (iii) require Publisher to pay (and Publisher will pay within thirty (30) days of receiving notice) an amount equal to any amounts remitted to Publisher in respect of which the corresponding Gross Advertising Revenue has not actually been collected. VDO.AI will use commercially reasonable efforts to collect all Gross Advertising Revenue due.
VDO.AI can pay the publisher via wire transfer. In the event that the Publisher does not cross $100 in pending payout, the payment will be withheld and carried forward to the next payout.
VDO.AI is only liable to send payments using the payment details provided by the Publisher. VDO.AI shall hold no liability in case of clerical errors including but not limited to the details being incorrect, committed by the Publisher.
In any case, VDO.AI shall hold no liability regarding any charges deducted by the client’s banking partners.
Publisher will implement the VDO.AI Platform in a manner that complies with the technical and implementation requirements provided by VDO.AI from time to time. The Publisher will also get the implementation approved from VDO.AI prior to going live on the website.
Publisher will take complete ownership and responsibility for Publisher’s own and third party use of the Publisher’s dashboard on the VDO.AI platform.
Publisher will not allow itself and any third party to
- Either directly or indirectly, use the VDO.AI platform in any unauthorised website other than the Publisher’s approved websites on VDO.AI
- Transfer, sell, lease, syndicate, sublicense or lend the VDO.AI Platform
- Play more than one video ad placement in view at any given time
- Run non-compliant players if the website(s) use any form of Google AdX video advertising
- Directly or indirectly generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents)
- Encourage or require end users or any other persons, either with or without their knowledge, to click on ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent
- Modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the VDO.AI Platform.
- Remove, deface, obscure, or alter VDO.AI’s proprietary rights notices affixed to or provided as a part of the VDO.AI Platform, the VDO.AI Protocol, or any other VDO.AI Platform
- Create or attempt to create a substitute or similar service or product through use of or access to any of the VDO.AI Platform or any other proprietary information related thereto.
- Use any feature or functionality of the VDO.AI Platform, or include anything in Publishers Supply Inventory, that could be used to personally identify or personally track individual end users or any other persons.
- Engage in any action or practice that reflects poorly on VDO.AI or otherwise disparages or devalues VDO.AI reputation or goodwill.
Warranties and Force Majeure
Publisher is liable to periodically verify the online advertising units containing the Supply Inventory and notify VDO.AI in writing of any discernible errors promptly. If the Publisher fails to provide such a notification within no later than two weeks, the online advertising shall be regarded as approved in accordance with the respective Order and this Agreement, unless the error was not discernible at the time of the check.
In the event of an error getting discovered at a later date, the Publisher must notify VDO.AI promptly, otherwise the advertising shall be deemed appropriate.
In cases of force majeure, VDO.AI shall not hold any obligation to render its services. Any unforeseen events affecting the performance of the Order or this Agreement for which neither of the parties is accountable shall be deemed force majeure. No entitlements shall result from any such events for which VDO.AI is not responsible.
VDO.AI may use information that does not identify a user directly with data collected from third party sources and disclose that information to participating advertisers and ad networks so that they can make an informed decision regarding their bid and help VDO.AI in improving the advertising relevance and targeting. We may also use the information we collect to develop and improve the VDO.AI Platform, and investigate compliance with VDO.AI’s policies and terms and conditions.
Term and Termination
This Agreement shall remain in effect for a period of one year from the date of acceptance of the Order, and will auto-renew itself unless terminated. Publisher can terminate the Agreement by giving an advance notice of 30 days after the Agreement period.
VDO.AI may terminate any Order, and withhold payment, if VDO.AI in its sole discretion determines that Publisher is engaging in behaviour that may be construed as illegal, unethical, defamatory or otherwise may reflect negatively upon VDO.AI’s reputation, or that of its advertisers or business partners, including where VDO.AI reasonably suspects that any of the following have occurred regarding the Supply Inventory.
- Any form of Fraudulent Activity or illegal practices
- Any type of activity, text, image, or use that may violate applicable laws
The term “Fraudulent Activity” is defined as any activity, without limitation, that encourages any third party to
- Generate impressions of or clicks on any Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools
- Mislead users to click on Ad(s)
- In any way minimize or obstruct the display of any Ad(s); or edit, modify, filter or change the order of the information contained in any Ads
- Attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by VDO.AI
- Reverse engineer, decompile or disassemble any software components of the advertising services provided by VDO.AI. At its sole discretion, VDO.AI may credit back to advertisers and/or offset against future payments to Publisher any payments which it subsequently determines accrued because of such Fraudulent Activity or illegal activity perpetrated by Publisher.
The termination of the Agreement shall be without prejudice to any accrued rights and obligations of the parties arising under the Agreement prior to such termination. Any provision which expressly or by implication is intended to come into effect on, or to continue in effect after such expiry or termination, will continue to be in effect post the termination of this Agreement.
The Agreement shall be, in its application and interpretation, governed exclusively by the laws of California. California (United States) is agreed upon as place of jurisdiction for any and all claims arising from or due to this Agreement.