· "Demo Videos" means any product or service demo video uploaded by publisher in demopundit.com website.
· “The Company” means Onroll Networks Pvt Lts ( Demopundit.com)
· "Publisher" means an individual or organization who owns a product or service.
· “Contract” Means the terms of service agreed between the Publisher and The Company
· "Affiliate" means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
· "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 enquiry generated by demopundit.com (e.g., impressions, clicks, or other desired call to action buttons).
· "Policies" means advertising criteria or specifications made conspicuously available, including content guidelines, content limitations, technical specifications, privacy policies, user experience policies, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users' online behavior or activity, policies regarding consistency with The Company's public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the demo videos are to appear), other editorial policies.
· "Representative" means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
DEMO VIDEO PUBLISHER TERMS
· The publisher has to prepare their own product or service demo video which should comply with the content guidelines specified.
· In case of content guidelines violation, The Company has the right to remove / delete the demo video without any prior intimation to the publisher.
PAYMENT AND PAYMENT LIABILITY
· The invoice will be calculated based on the payments terms agreed between The Company and the publisher and thus invoice will be generated based on the same and will be communicated through email to the publisher for making of the payment.
· Upon request from the Publisher, The Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms. The Company should invoice the publisher for the services provided with the net cost (i.e., the cost after subtracting any applicable discounts and commissions) based on actual delivery.
· The publisher has right to check the invoice and get back to The Company for any changes in the invoice and changes can be made based on cross verification done by both the parties.
· All payments will be made in US dollars ($US) unless otherwise agreed (email accepted). Notwithstanding the foregoing.
· Foreign Exchange Conversion: Any conversion from local currency to USD and from USD to any local currency would be at the current average exchange rate officially published by www.oanda.com based on the monthly average exchange rate for such month (month of burn). The data obtained from Dashboard shall be relied upon unless more than a 5% margin error or problem is detected by The Company or Publisher.
· Order acceptance is subject to credit approval of publisher; publisher shall provide information reasonably requested by The Company to evaluate such entity's credit and The Company reserves the right to cancel credit at any time for any reason in its sole discretion, with or without notice. Provided credit is approved, payment is due thirty (30) days from the invoice date unless otherwise agreed in writing by The Company. The Company may notify publisher that it has not received payment in such 30-day period and whether it intends to seek payment directly from publisher pursuant to Section III(c), below, and The Company may do so five (5) business days after providing such notice. In the event of non-payment, and without limiting any other remedies, The Company may offset any amounts due to The Company against any amounts due from The Company to publisher under any agreement, or may offset such amounts against any charges for media to be delivered by The Company.
In the event that The Company is required to seek payment
directly from publisher, The Company may impose additional costs on publisher
in relation to the outstanding payment (i.e., the reasonable costs of debt
recovery companies instructed to recover the payments).
· If The Company is serving the campaign, The Company may make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified and agreed. Reports will be broken out by day and summarized by creative execution, content area (demo video placement), impressions, clicks, spend/cost, and other variables as may be defined.
· Unless designated on the contract as non-cancelable, publisher may cancel the entire contract, or any portion thereof, as follows:
· With 14 days' prior written notice to The Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Publisher cancels the guaranteed portions of the contract eight (8) days prior to serving of the first impression, Publisher will only be responsible for the first six (6) days of those Deliverables.
· With seven (7) days' prior written notice to The 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.
· With 30 days' prior written notice to The 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.
· Publisher will remain liable to The Company for amounts due for any custom content or development ("Custom Material") provided to Publisher or completed by The Company or its third-party vendor prior to the effective date of termination.
· Excluding payment obligations, The 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 The Company suffers such a delay or default, The Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the demo video or time period for the transmission.
· If Publishers ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Publishers reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Publishers will make every reasonable effort to make payments on a timely basis to The 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 Publishers from any of its obligations as to the amount of money that would have been due and paid without such condition.
· Publisher will submit Advertising Materials in accordance with The Company's then-existing Policies.
· If Advertising Materials provided by Publisher are damaged, not to The Company's specifications, or otherwise unacceptable, The Company will use commercially reasonable efforts to notify Publisher within two (2) business days of its receipt of such Advertising Materials. If Publisher fails to provide The Company with Advertising Materials to replace such damaged, non-compliant or otherwise unacceptable Advertising Materials prior to the scheduled start of the media flight.
· The Company will not edit or modify the submitted Demo Videos in any way, including, but not limited to, resizing the Demo Video, without Publishers approval. The Company will use all Demo Videos in strict compliance with these Terms and any written instructions provided on the contract.
· "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 Contract Details (as defined below) shall be considered such Discloser's Confidential Information. Recipient 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. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser's Confidential Information other than as provided for on the Contract.
· 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 Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of 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 Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
· As used herein the following terms shall have the following definitions:
· "User Volunteered Data" is personally identifiable information collected from individual users by The Company during showing Demo Videos pursuant to the Contract, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Publisher.
· "Contract Details" are details set forth on the Contract but only when expressly associated with the applicable Discloser, including, but not limited to, pricing information, Demo Video description and Demo Video placement information.
· "Performance Data" is data regarding a campaign gathered during delivery of an Demo Video pursuant to the Contract (e.g., number of impressions, interactions, and header information), but excluding Site Data or Contract Details.
· "Site Data" is any data that is (A) preexisting The Company data used by The Company pursuant to the Contract; (B) gathered pursuant to the Contract during delivery of an Demo Video that identifies or allows identification of The Company, The Company's Site, brand, content, context, or users as such; or (C) entered by users on any The Company Site other than User Volunteered Data.
· "Collected Data" consists of Contract Details, Performance Data, and Site Data.
· "Repurposing" means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the Contract.