VDO.AI Terms and Conditions

These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, are intended to offer media companies and advertising agencies a standard for conducting business in a manner acceptable to both. This document, when incorporated into an insertion order, represents both parties; common understanding for doing business. This document may not fully cover sponsorships and other arrangements involving content association or integration, and/or special production, but may be used as the basis for the media components of such contracts. This document is not meant to cover the relationship between a publisher and a network, or direct advertiser buys with publishers.

Definitions

“Ad” means any advertisement provided by an Agency on behalf of an Advertiser. “Advertiser” means the advertiser for which Agency is the agent under an applicable IO. “Advertising Materials” means artwork, copy, or active URLs for Ads. “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity. “Agency” means the advertising agency listed on the applicable IO. “CPA Deliverables” means Deliverables sold on a cost per acquisition basis. “CPC Deliverables” means Deliverables sold on a cost per click basis. “CPL Deliverables” means Deliverables sold on a cost per lead basis. “CPM Deliverables” means Deliverables sold on a cost per thousand impression basis. “Deliverable” or “Deliverables” means the inventory delivered by the Media Company (e.g., impressions, clicks, or other desired actions). “IO” means a mutually agreed insertion order that incorporates these Terms, under which the Media Company will deliver Ads on Sites for the benefit of the Agency or Advertiser. “Media Company” means the publisher listed on the applicable IO. “Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media Company. “Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads. “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates. “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney. “Site” or “Sites” means Media Company Properties and Network Properties. “Terms” means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0. “Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties. “Third Party Ad Server” means a Third Party that will serve and/or track Ads.

I. Insertion Orders and Inventory Availability

IO Details
From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
Availability and Acceptance
Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
Revisions
Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.
Marketing and Promotions
VDO.AI will have the right to include Advertiser (and reference its trade names, trademarks, and service marks) in any marketing or other promotional materials, excluding press releases (which are governed by Section 12.2 below), related to these Terms and the IO (“Promotional Materials”). VDO.AI will have the right to continue using such approved Promotional Materials during the term of the IO.
Press and Media
During the term of the IO, each party will have the right to include the other party’s name in a press release announcing the entry into these Terms and the IO, subject to the other party’s prior written approval. All press releases will be mutually approved by the parties in writing prior to their release.

II. Ad Placement And Positioning

Compliance with IO
Media Company will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section VI(b), will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by the Agency in writing.
Changes to Site
Media Company will use commercially reasonable efforts to provide Agency at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, the Agency must inform the Media Company in writing within the next 24 hours to prohibit cancellation of the IO. If the Media Company failed to provide such notification, the Media Company will have 24 hours to inform about such modification in writing within 24 hours.
Technical Specifications
Media Company will submit or otherwise make electronically accessible the final technical specifications to the Agency within two (2) business days of the acceptance of an IO. Changes by Media Company to the specifications of already-purchased Ads after that two (2) business days period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately pause or suspend the delivery of the ad.
Editorial Adjacencies
Media Company acknowledges that certain Advertisers may not want their Ads to be placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (“Editorial Adjacency Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although Media Company will at all times retain editorial control over the Media Company Properties. For Ads shown on Network Properties, Media Company and Agency agree that Media Company’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy is to request in writing that Media Company remove the Ads. The Media Company will make efforts to correct such violations within 24 hours.

If such correction materially and adversely impacts such IO, Agency and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Agency or Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines

For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and Agency’s sole remedy for Media Company’s breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.

III. Payment and Payment Liability

Invoices
The initial invoice will be sent by Media Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds.

Upon request from the Agency, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice Agency for the services provided on a calendar-month basis with the net cost (i.e., the cost after subtracting Agency commission, if any) based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO.
Payment Date
Agency will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO. Media Company may notify Agency that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice.
Payment Liability
Unless otherwise set forth by Agency on the IO, Media Company agrees to hold Agency liable for payments for Ads placed in accordance with the IO.

Agency agrees to make every reasonable effort to collect and clear payment from the Advertiser on a timely basis. If payments have not been received within the credit period, the Media Company may contact clients directly for payment and an interest of 1% per month may be levied.

Agency’s credit is established on a client-by-client basis.

If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is not in question

Upon request, the Agency will make available to the Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO.

If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.

IV. Ad Review Policy for VDO.AI

At VDO.AI, we are committed to ensuring that advertisements meet the highest standards of quality, compliance, and user experience. Our ad review policy is designed to facilitate the delivery of effective ads that adhere to industry regulations, legal requirements, and our platform's guidelines.

Content Compliance
1. Prohibited Content: Ads featuring illegal products, hate speech, violence, counterfeit goods, phishing schemes, or explicit content will be rejected.
2. Restricted Content: Categories like alcohol, gambling, pharmaceuticals, or adult-oriented products may be accepted if compliant with local laws, properly targeted, and meet age restrictions.
3. Misleading or Deceptive Practices: Ads must not include false claims, misleading offers, unsubstantiated health benefits, or clickbait content.
4. Creative Quality Standards: Ads should be professionally designed, with minimal disruptive animations, clear messaging, and appropriate grammar.
Technical Compliance
1. File Formats and Size Limitations: Ads must adhere to VDO.AI's technical specifications for file formats and size to ensure optimal loading times and compatibility.
2. Display and Video Standards: Ads must comply with platform-specific dimensions, aspect ratios, and length requirements.
3. Malware and Security Checks: All ads are subject to rigorous security screening. Any ad detected with malware, spyware, or malicious content will be automatically blocked.
Targeting and Audience Safety
1. Age-Appropriate Content: Ads targeting minors must comply with additional safeguards and regulatory requirements. Content must be suitable for the intended audience.
2. Geographic and Contextual Targeting Compliance: Advertisers must ensure that ads comply with legal requirements for targeted regions, and do not promote prohibited products where they are not allowed.
Viewability and Impression Standards
1. Ad Visibility Requirements: Ads should adhere to viewability standards based on MRC guidelines, such as 50% in-view for at least 1 second for display ads or 2 seconds for video ads.
2. Counting Valid Impressions: Impressions will be counted when an ad is successfully loaded and rendered in a viewable position on the screen.
Verification and Measurement
1. Third-Party Verification Vendors: VDO.AI supports integration with leading verification providers such as Moat, DoubleVerify, and Integral Ad Science to assess ad quality and viewability.
2. Open Measurement (OM) Compliance: Ads must support OM standards to enable accurate tracking of metrics such as viewability, interaction, and completion.
Ad Review Process
1. Automated and Manual Reviews: Each ad undergoes automated pre-checks for compliance, followed by a manual review to ensure alignment with VDO.AI's policies.
2. Review Timeframe: The review process typically completes within 24 hours. Certain categories, like restricted content, may require additional review time.
3. Feedback and Revisions: If an ad fails review, advertisers will be provided with specific reasons for disapproval, along with guidance on making necessary adjustments.
Appeals and Resubmission
1. Disapproved Ads: Advertisers can appeal decisions or resubmit ads after addressing compliance issues.
2. Policy Updates: VDO.AI may update the ad review policy periodically to reflect changes in industry standards, legal requirements, or platform guidelines.
Policy Enforcement and Penalties
1. Account Actions: Repeated violations or severe non-compliance may result in temporary or permanent account suspension.
2. Ad Blocking: Non-compliant ads will be blocked, and the advertiser will be notified with the details of the violation.

V. Reporting

Confirmation of Campaign Initiation
Media Company will, within two (2) business days of the start date on the IO, provide confirmation to the Agency, either electronically or in writing, stating whether the components of the IO have begun delivery.
Media Company Reporting
1. If Media Company is serving the campaign, Media Company will make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, content area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO (e.g., keywords). Once Media Company has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period.
2. Discrepancies between Media Company (VDO.AI) data and the Agency’s / Advertiser’s trackers will only be investigated if there’s any variation above 10%. If the discrepancy is below 10%, the billing will be based on actual performance as per the Media Company. Before mutually activating a campaign, both parties must be in agreement. The client should share automated reports on a daily basis. Any claim submitted without the automated report at the beginning will not be accepted.
Reporting Failure
If Media Company fails to deliver an accurate and complete report by the time specified, the Agency may inform the Media Company in writing, pursuant to Section VI, below -

If the Agency informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice.

VI. Cancellation and Termination

Without Cause
Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:
1. With 14 days’ prior written notice to Media Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.
2. With seven (7) days’ prior written notice to Media Company, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
3. With 30 days’ prior written notice to Media Company, without penalty, for any flat fee- based or fixed-placement Deliverable, including, but not limited to, roadblocks, time- based or share-of-voice buys, and some types of cancelable sponsorships.
4. Advertiser will remain liable to Media Company for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Media Company or its third- party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item. The Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
For Cause
Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice.
Short Rates
Short Rates will apply to canceled buys to the degree stated on the IO.

VII. Under-Delivery

Notification of Under-delivery
Media Company will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency and Media Company may arrange for modifications in the IO or list of deliverables.
Unguaranteed Deliverables
If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary.

VIII. Bonus Impressions

With Third Party Ad Server
Where Agency uses a Third Party Ad Server, Media Company will not bag a bonus of more than 10% above the Deliverables specified on the IO without the prior written consent of the Agency. Permanent or exclusive placements will run for the specified period of time regardless of over- delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Agency will not be charged by Media Company for any additional Deliverables above any level guaranteed or capped on the IO. If a Third Party Ad Server is being used and Agency notifies Media Company that the guaranteed or capped levels stated on the IO have been reached, Media Company will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, Media Company may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with overdelivery by more than 10% above such guaranteed or capped levels.
No Third Party Ad Server
Where Agency does not use a Third Party Ad Server, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO. Agency will not be charged by the Media Company for any additional Deliverables above any level guaranteed on the IO.

IX. Force Majeure

Generally
Excluding payment obligations, neither Agency nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period is reasonably acceptable to Agency, Media Company will allow Agency a pro-rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, the Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.
Related to Payment
If Agency’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency will make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve the Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.
Cancellation
If a Force Majeure event has continued for five (5) business days, Media Company and/or Agency has the right to cancel the remainder of the IO without penalty.

X. Ad Materials

Submission
Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Media Company’s sole remedies for a breach of this provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below.
Late Creative
If Advertising Materials are not received by the IO start date, Media Company will begin to charge the Advertiser on the IO start date on a pro-rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, the Media Company is not required to guarantee full delivery of the IO. Media Company and Agency will negotiate a resolution if Media Company has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the IO start date.
Compliance
Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below), provided that if Media Company has reviewed and approved such Ads prior to their use on the Site, Media Company will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.
Damaged Creative
If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials.
No Modification
Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
Ad Tags
When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
Trademark Usage
Media Company, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

XI. Indemnification

By Media Company
Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) Media Company’s alleged breach of Section XII or of Media Company’s representations and warranties in Section XIV(a), (ii) Media Company’s display or delivery of any Ad in breach of Section II(a) or Section IX(e), or (iii) Advertising Materials provided by Media Company for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“Media Company Advertising Materials”) that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Notwithstanding the foregoing, Media Company will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser, Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s serving such Ad in breach of such targeting.
By Advertiser
Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO.
By Agency
Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Section XII.
Procedure
The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.

XII. Limitation of Liability

Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

XIII. Non-Disclosure, Data Usage and Ownership, Privacy and Laws

Definitions and Obligations
“Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipients will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. The Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know the same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. The Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
Exceptions
Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by the Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both the Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
Additional Definitions
As used herein the following terms shall have the following definitions:
1. “User Volunteered Data“ is personally identifiable information collected from individual users by Media Company during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
2. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
3. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
4. “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; or (C) entered by users on any Media Company Site other than User Volunteered Data.
5. “Collected Data” consists of IO Details, Performance Data, and Site Data.
6. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
7. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
Use of Collected Data
1. Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii).
2. Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.
3. Advertiser, Agency, and Media Company (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
User Volunteered Data
All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties.
Privacy Policies
Agency, Advertiser, and Media Company will post on their respective Websites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Media Company, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other
Agency Use of Data
Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
Compliance with Law
Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section XII(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.

XIV. Third Party Ad Serving and Tracking (Applicable if Third Party Ad Server is used

Ad Serving and Tracking
Media Company will track delivery through its ad server and, provided that Media Company has approved in writing a Third Party Ad Server to run on its properties, Agency will track delivery through such Third Party Ad Server. Agency may not substitute the specified Third Party Ad Server without Media Company’s prior written consent.
Controlling Measurement
If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
1. Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”).
2. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Media Company in an electronic form that is approved by Media Company; provided, however, that Media Company must receive access to such interface in the timeframe set forth in Section XIII(c), below.
3. If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Media Company’s ad server, unless otherwise agreed by Agency and Media Company in writing.
Ad Serving Reporting Access
As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in Section IV(b), above, in the case of Ads being served by Media Company. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary.
Discrepant Measurement
If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Media Company and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either:
1. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI, whereupon the parties will act in accordance with that Section, including the requirement that Agency and Media Company make an effort to agree upon the conditions.
Measurement Methodology
Media Company will make reasonable efforts to publish, and Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.
Third Party Ad Server Malfunction
Where the Agency is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by the Agency of a non-functioning Third Party Ad Server, Media Company will have 24 hours to suspend delivery. Following that period, the Agency will not be held liable for payment for any Ad that runs within the immediately following 72- hour period until the Media Company is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect Media Company to serve Ads until the Third Party Ad Server is able to serve Ads. If Agency does not elect for Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, Media Company may use the inventory that would have been otherwise used for Media Company’s own advertisements or advertisements provided by a Third Party.
Third Party Ad Server Fixed
Upon notification that the Third Party Ad Server is functioning, the Media Company will have 72 hours to resume delivery.

XV. Miscellaneous

Necessary Rights
Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
Assignment
Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
Entire Agreement
Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
Conflicts, Governing Law, and Amendment
In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of New Jersey. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New Jersey, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
Notice
Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to the Media Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to the Advertiser will be sent to the address specified on the IO.
Survival
Sections III, VI, X, XI, XII, and XIV will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms. g. Headings. Section or paragraph headings used in these Terms are for reference purposes only and should not be used in the interpretation hereof.

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, the 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/Mobile App/ OTT-CTV 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 hold sole responsibility for all activities under the Publisher’s Account, and must notify VDO.AI in case of any unauthorized 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 the 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. VDO.AI reserves the right to revise any minimum guarantees proposed to the publisher.
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 finalized 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 $250 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/Mobile App/ OTT-CTV.

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. The use of third-party code or SDK implementations is strictly prohibited on our proprietary video player technology to maintain the integrity, security, and optimal performance of the system.

Publisher will not allow itself and any third party to

Either directly or indirectly, use the VDO.AI platform on any Website/Mobile App/ OTT-CTV other than the Publisher’s approved Website(s)/Mobile App(s)/ OTT-CTV(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

The 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 is 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. The Publisher can terminate the Agreement by giving an advance notice of 30 days after the Agreement period.

VDO.AI may terminate in its sole discretion, at any time, any Insertion Order with immediate effect without assigning any reason to publisher. VDO.AI shall reserve the right to withhold publisher payments on grounds, including but not limited to Publisher engaging in behavior 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.

Marketing and Promotions

VDO.AI will have the right to include the Publisher (and reference its trade names, trademarks, and service marks) in any marketing or other promotional materials, including press releases, related to these Terms and the IO (“Promotional Materials”). VDO.AI will have the right to continue using such approved Promotional Materials during the term of the IO.

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 fulfill 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 the Sub-processor believes or becomes aware that any of the Data Processor’s instructions conflict with any Data Protection Legislation, the Sub-processor shall inform the Data Processor immediately. The Sub-processor may process Personal Data other than on the instructions of the Data Processor if it is required under applicable law to which the Sub-processor is subject. Where the Sub- processor is relying on applicable law as the basis for processing Personal Data, the Sub-processor shall promptly notify the Data Processor of the applicable law before processing the data as required by the applicable laws unless those applicable laws prohibit the Sub-processor from 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 re-occurrence 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 on 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 a 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 New Jersey. New Jersey (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/

VDO.AI Terms and Conditions

Definitions

I. Insertion Orders and Inventory Availability

IO Details

Availability and Acceptance

Revisions

Marketing and Promotions

Press and Media

II. Ad Placement And Positioning

Compliance with IO

Changes to Site

Technical Specifications

Editorial Adjacencies

III. Payment and Payment Liability

Invoices

Payment Date

Payment Liability

IV. Ad Review Policy for VDO.AI

Content Compliance

Technical Compliance

Targeting and Audience Safety

Viewability and Impression Standards

Verification and Measurement

Ad Review Process

Appeals and Resubmission

Policy Enforcement and Penalties

V. Reporting

Confirmation of Campaign Initiation

Media Company Reporting

Reporting Failure

VI. Cancellation and Termination

Without Cause

For Cause

Short Rates

VII. Under-Delivery

Notification of Under-delivery

Unguaranteed Deliverables

VIII. Bonus Impressions

With Third Party Ad Server

No Third Party Ad Server

IX. Force Majeure

Generally

Related to Payment

Cancellation

X. Ad Materials

Submission

Late Creative

Compliance

Damaged Creative

No Modification

Ad Tags

Trademark Usage

XI. Indemnification

By Media Company

By Advertiser

By Agency

Procedure

XII. Limitation of Liability

XIII. Non-Disclosure, Data Usage and Ownership, Privacy and Laws

Definitions and Obligations

Exceptions

Additional Definitions

Use of Collected Data

User Volunteered Data

Privacy Policies

Agency Use of Data

Compliance with Law

XIV. Third Party Ad Serving and Tracking (Applicable if Third Party Ad Server is used

Ad Serving and Tracking

Controlling Measurement

Ad Serving Reporting Access

Discrepant Measurement

Measurement Methodology

Third Party Ad Server Malfunction

Third Party Ad Server Fixed

XV. Miscellaneous

Necessary Rights

Assignment

Entire Agreement

Conflicts, Governing Law, and Amendment