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VDO.AI Terms and Conditions

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/App (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.

Key Terms

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/App 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 by means of an established CPM/vCPM/CPV/CPC/CPA/CPL or a REAL TIME BID, the Publisher will generate a revenue on the VDO.AI dashboard. The Publisher’s net advertising revenue will be reported in the VDO.AI dashboard belonging to the Publisher based on an indicative revenue share that is subject to change in real-time based on factors like, but not limited to, advertising demand in the open exchange, tech fees, platform fees and any other fees charged to us by third parties, for the Publisher’s inventory. “Net advertising revenue” shall denote the amount payable by VDO.AI to the Publisher for the sale of Advertising. To give the Publisher the benefit of real-time reporting, VDO.AI estimates the net revenue in real-time. The payable amount for a particular month is finalized at the end of that month and should be available 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 finalized payments. Any dispute arising in any finalized payment of any particular month must be raised within the following two months, failing which VDO.AI shall hold no liability towards a revision or reconsideration of any kind.
  • Both, the Publisher and VDO.AI, intend that VDO.AI only remit amounts of net 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 net revenue 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.
  • 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.
  • This Agreement supersedes all prior agreements, insertion orders, written or oral, between the parties relating to the subject matter of this agreement, unless agreed between the Parties to the contrary. Internet Advertising Board – AAA/IAB Standard Terms and Conditions of Internet Advertising for Media Buys One Year or Less v3.0 section III ‘c’ (“IAB 3.0”) would be applicable for all orders made issued by VDO.AI to the Media Company.
  • 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.
  • VDO.AI can pay the publisher via wire transfer. In the event that the Publisher wants to receive a payment via wire transfer but 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 or any change in bank details not updated by Publisher.

In any case, VDO.AI shall hold no liability regarding any charges deducted by the client’s banking partners.

Publisher Obligations

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/App.

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 on any Website/App other than the Publisher’s approved Website(s)/App(s) 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

  • 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.
  • Each Party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term, all right, title and authority to enter into, and perform all of its obligations pursuant to, this Agreement.
  • Further, each Party warrants that it in compliance with and shall continue to comply with, all applicable laws and regulations applicable and necessary for performances under this Agreement.
  • Parties warrant that use of each other’s IPR shall not infringe any third-party rights.
  • In addition to the above for the purpose of compliance with US Privacy laws, GDPR and/ or any other applicable data protection law/ regulation in individual countries, Partner warrants the following for any user data that it receives from / sends to VDO.AI.

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/App 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.

Data Protection

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.

  • Consent Requirements

    Partner confirms and warrants that any personal information provided to VDO.AI is received post necessary consent from the User/ individual in compliance with the provisions of GDPR and/ or any other applicable Data Protection Law/ Regulation as the case may be and shall be used only for the purpose for which the consent is so obtained.

    Partner shall seek consent from the Data Subject to the standard and provisions of GDPR and/ or any other applicable Data Protection Legislation to collect, process, transmit, display or use their Personal Data as contemplated by the Agreement.

    In the event the consent to handle Personal Data is withdrawn by the Data Subject/ User, Partner shall notify VDO.AI without undue delay no later than 24 hours after becoming aware of the consent being withdrawn and shall stop using, transmitting and/ or processing the data immediately after withdrawal of such consent;

    Partner shall allow VDO.AI or any third Party so designated by VDO.AI to conduct/ undertake audit for the purpose of demonstrating compliance with applicable provisions of GDPR and/ or any other applicable Data Protection Law;

    Partner shall indemnify, defend and hold harmless VDO.AI and its Affiliates against and from all loss, liability, damages, costs (including legal costs), fees, claims and expenses arising out any third party claims which VDO.AI may incur or suffer by reason of any breach of any of the provisions of GDPR and/ or any other applicable Data Protection Law.

  • Data Processing and Protection

    Partner agrees that, with regard to the use and processing of Personal Data the Data Controller, Data Processor and/or Sub-processor and their Affiliates shall comply with all applicable laws and regulations as are applicable of the Data Protection Legislation including GDPR.

    The scope of Data processing and its usage shall be limited to the extent required to deliver the services diligently and efficiently as set forth in the Agreement and the data, if necessary may be retained to fulfil the obligations as set forth under the Agreement.

    Partner agrees that it will process Data in compliance with applicable Data Protection Legislation, to provide the Service, including but not limited to fraud prevention, bot detection, quality rating, analytics, enhancements, optimization, viewability, geo location services, ad security, ad verification services and service misuse prevention. Where applicable, the Parties may process Data in anonymized and aggregated forms.

    In case the Partner appoints any sub-processor then the:

    • Sub-processor shall only process Personal Data on behalf of and in accordance with Data Processor’s instructions and shall treat Personal Data as confidential information of the Data Processor. Data Processor instructs Sub-processor to process Personal Data solely for the provision of the Services. Sub-processor may process Personal Data other than on the written instructions of Data Processor as directed by the Data Controller/ Processor if it is required under applicable law to which Data Controller, Data Processor and/or Sub-processor is subject.
    • Data Processor instructs Sub-processor to process Personal Data (a) in accordance with the Agreement and Schedules thereto; (b) to provide the Services and any related technical support as detailed in the Agreement; and (c) to comply with other reasonable instructions provided by Data Processor where such instructions are consistent with the terms of the Agreement and this Addendum. Data Processor shall ensure that the instructions for processing of Personal Data are in compliance with GDPR and/ or any other applicable Data Protection Legislation. If Sub-processor believes or becomes aware that any of Data Processor’s instructions conflict with any Data Protection Legislation, Sub-processor shall inform Data Processor immediately. Sub-processor may process Personal Data other than on the instructions of Data Processor if it is required under applicable law to which Sub-processor is subject. Where Sub- processor is relying on applicable law as the basis for processing Personal Data, Sub-processor shall promptly notify Data Processor of the applicable law before processing the data as required by the applicable laws unless those applicable laws prohibit Sub-processor from so notifying the Data Processor.

    Security, Privacy, and Audit Rights in the event of any Personal Data breach (actual or suspected), Partner at no cost to VDO.AI shall:

    • notify VDO.AI of such Personal Data breach without undue delay, no later than 24 hours after becoming aware of or first suspecting the Personal Data Breach;
    • provide VDO.AI without undue delay no later than 48 hours after becoming aware of or first suspecting the Personal Data Breach such details as VDO.AI may require in relation to:
      • the nature and impact of the Personal Data Breach, including the categories and approximate numbers of Data Subjects and Personal Data, records concerned;
      • any investigations into such Personal Data Breach;
      • the likely consequences of the Personal Data Breach; and
      • any measures already taken or proposed to address the Personal Data Breach, including but not limited to mitigate its possible adverse effects and prevent the reoccurrence of the Personal Data Breach or any similar breach, provided that, (without prejudice to the above obligations) if Partner cannot provide the details as mentioned above within the mentioned timeframes, Partner shall, before the closure of the timeframe, provide VDO.AI with reasons for such delay and when it expects to be able to provide relevant details (which may be phased), and give VDO.AI regular updates on these matters.

    Controller Requirements the Partner as controller shall:

    • at no cost to VDO.AI, record and then refer to VDO.AI promptly (and in any event within 5 Business Days of receipt) any Data Subject request or complaint which is made under GDPR and/ or any other applicable Data Protection Legislation in relation to the Data processing;
    • at its cost and expense, provide such information and cooperation and other assistance as a Party reasonably requests in relation to a Data Subject request or complaint made under GDPR and/or Data Protection Legislation within the timescales reasonably required by VDO.AI;
    • implement and maintain a program to ensure that all collection and Processing at its end and transmission of Personal Data is sufficiently safeguarded and secured;
    • implement a legally adequate privacy policy in accordance with GDPR and/ or any other applicable Data Protection Legislation, and enact all other compliance requirements as applicable to the business;
    • maintain, monitor and review records of user activities, exceptions, faults and privacy in relation to the relevant Personal Data;
    • ensure information security events are produced, maintained, monitored, reviewed and if required enhanced on an ongoing basis; and
    • ensure that the relevant technical solutions are configured such that the default settings protect Data Subject privacy.

    Return, deletion and other data use Upon termination or expiration of the Agreement, or upon VDO.AI’s request, Partner will immediately cease handling Personal Data, and at VDO.AI’s choice, return to VDO.AI in a manner and format requested or destroy, any or all Personal Data in Partner’s possession, power or control, and certify to VDO.AI that Partner has done so. VDO.AI may aggregate or anonymise source data, including Personal Data, made available to VDO.AI in connection with the Services, and use such data and contact details of the Partner’s staff, to operate and improve its services, reporting, data science and analytics, legal compliance, including audits, fraud prevention, retention and logging, and marketing to the Partner’s staff.

  • Information Collection and Use

    We collect several different types of information for various purposes to provide and improve our Service to you.

    • Types of Data Collected:

      • Personal Data

        While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to:

        • Email address
        • First name and last name
        • Phone number
        • Address, State, Province, ZIP/Postal code, City
        • Cookies and Usage Data
      • Usage Data

        We may also collect information how the Service is accessed and used ("Usage Data"). This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

      • Tracking & Cookies Data

        We use cookies and similar tracking technologies to track the activity on our Service and hold certain information.

        Cookies are files with small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Tracking technologies also used are beacons, tags, and scripts to collect and track information and to improve and analyze our Service.

        You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

    • Use of Data

      VDO.AI uses the collected data for various purposes:

      • To provide and maintain the Service
      • To notify you about changes to our Service
      • To allow you to participate in interactive features of our Service when you choose to do so
      • To provide customer care and support
      • To provide analysis or valuable information so that we can improve the Service
      • To monitor the usage of the Service
      • To detect, prevent and address technical issues
    • Transfer of Data

      Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.

      If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.

      Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

      VDO.AI will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

    • Disclosure of Data

      VDO.AI may disclose your Personal Data in the good faith belief that such action is necessary to:

      • To comply with a legal obligation
      • To protect and defend the rights or property of VDO.AI
      • To prevent or investigate possible wrongdoing in connection with the Service
      • To protect the personal safety of users of the Service or the public
      • To protect against legal liability
    • Security of Data

      The security of your data is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

    • Service Providers

      We may employ third party companies and individuals to facilitate our Service ("Service Providers"), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.

      These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

    • Links to Other Sites

      Our Service may contain links to other sites that are not operated by us. If you click on a third party link, you will be directed to that third party's site. We strongly advise you to review the Privacy Policy of every site you visit.

      We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

    • Children's Privacy

      We may employ third party companies and individuals to facilitate our Service ("Service Providers"), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.

      These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

  • Changes to This Privacy Policy

    We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

    We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the "effective date" at the top of this Privacy Policy.

    You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Force Majeure

Parties agree that neither Party will be liable for failure to perform, due to acts of God, fires, explosions, telecommunications, Internet or network failure, results or vandalism or computer tracking hacking, storm or other natural occurrence, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, pandemic, government regulations or any act or omission of any other person or entity. You or we will give notice and will use commercially reasonable efforts to minimize the impact of any such event.

Notices

Parties agree to receive electronic communication and agree that all notices, disclosures, and other communications that are provided electronically, via e-mail or any commercially reasonable means satisfy any legal requirement that such communications be in writing.

Key Contacts

The parties shall each appoint a key contact(s) who shall stay in regular contact during the term to ensure that each party complies with its obligations under this Agreement.

General

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and replaces and extinguishes all prior agreements between the parties and all prior representations, whether written or oral, made by either party with respect to such subject matter provided. All additions and/or modifications to this agreement must be made in writing and must be signed by both parties.

Assignment

Neither party shall be entitled to assign its rights and obligations under this Agreement without the prior written consent.

Applicable Law

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.

VDO.AI ("us", "we", or "our") operates the https://vdo.ai/ Website (the "Service").

This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible from https://vdo.ai/