Terms & Conditions

Advertiser Terms and Conditions



The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the Insertion Order submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Advertiser Agreement”.



This Agreement is entered by and between VeNA, a company incorporated in Singapore and whose registered office is 120 Robinson Road #15-01, Singapore 068913 (“VeNA”) and the company named as advertiser in the Insertion Order (“Advertiser”) and/or the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.



Additionally, this Agreement will benefit and may be performed by any affiliate of VeNA, including without limitation VeNA Pty Limited (AUS) and VeNA Limited (NZ). VeNA and any other subsidiary of VeNA now existing or hereafter formed (individually and collectively, “Affiliates”).



For the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, VeNA and VeNA Affiliates, on the one hand, and the Advertiser and/or Agency, on the other hand, agree as follows:



1. Invoices

Invoices will be sent by VeNA at such times as provided in the Insertion Order, or otherwise from time to time according to VeNA’s normal billing procedures. Invoices will be sent to the billing address of the Advertiser or Agency, as applicable and as set forth in the Insertion Order. Failure by VeNA for whatever reason to send a timely invoice will not affect Advertiser’s obligation to pay for any Ads placed in accordance with the Insertion Order.



2. Terms of Payment

Payment is due within thirty (45) calendar days following the date of invoice, unless VeNA expressly agrees otherwise in the Insertion Order. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by VeNA shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Advertiser Agreement, except for income taxes.



3. Payment Liability

In the case of any Agency listed on the Insertion Order, VeNA will hold Agency and Advertiser jointly and severally liable for payments. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Upon VeNA’s request, Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions. In addition, upon the request of VeNA, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Insertion Order. Agency’s credit is established on a client-by-client basis. VeNA shall have the right to reassess the Agency’s credit to the extent Agency fails to clear the Advertiser’s proceeds including in relation to the credit of other advertisers’ that may be represented by such Agency. If Advertiser’s or Agency’s credit is or becomes impaired, VeNA may require payment in advance.



4. Delivery of Advertising Materials

The Advertiser will, at its sole cost and expense, create and deliver all video, rich media creative and/or other advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by VeNA or VeNA Affiliates. The Advertiser may delegate such obligations to any Agency listed on the Insertion Order, but shall remain responsible for the Advertising Materials delivered. If the delivered Advertising Materials do not conform to VeNA’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then VeNA, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, VeNA may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.



5. Advertiser and Agency Representations and Warranties

The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency here-under and any material to which users can link through such Ad (“Linked Content”). The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; © be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Advertiser, and any Agency listed on the Insertion Order on its behalf, further represents and warrants that the product or service that is being promoted through any campaign here-under is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities. Further, Agency, if any is listed in the Insertion Order, represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Advertiser Terms and Conditions and the Insertion Order, and that all of Agency’s actions related to these Advertiser Terms and Conditions and each Insertion Order will be within the scope of such agency, and Agency will defend, indemnify, and hold harmless VeNA, VeNA Affiliates and its and their affiliates and representatives from claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from Agency’s alleged breach of the foregoing sentence. VeNA reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time in the event VeNA determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or Linked Content is unlawful or inappropriate or may tend to bring, disparagement, ridicule, or scorn upon VeNA or any of the VeNA Affiliates or any of the publishers or their sites in the VeNA publisher network. VeNA also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Advertiser Agreement in the event that such verification is not promptly provided or is unsatisfactory, in VeNA’s sole discretion.



6. License

For the term of this Advertiser Agreement, the Advertiser hereby grants to VeNA and any and all VeNA Affiliates and its and their publishers and other partners in their VeNA publisher network a non-exclusive, royalty-free, worldwide license to (a) use, perform and display any Ad (and associated Advertising Materials) delivered here-under in accordance with the terms of the Insertion Order, and (b) use all associated Advertiser intellectual property in connection therewith. Without limiting the foregoing, Advertiser and Agency acknowledge that VeNA and VeNA Affiliates may distribute and place Ads across a blend of online media to deliver mass reach, response and niche contextual placements including but not limited to branded websites and blogs, gaming, widgets and similar applications on social networking platforms such as Facebook, mobile apps, devices and similar environments, rewarded entertainment and e-retail sites, and video and rich media search engines, and the rights granted here-under shall cover and permit any and all such channels and uses (which shall be deemed to be part of the VeNA publisher network).



7. Reporting; Tracking

VeNA will provide Advertiser and/or the Agency listed on the Insertion Order, if any, with access to view reports on performance and delivery of the Ads being placed according to the Insertion Order. Reporting on performance and delivery, including without limitation views, clicks or engagements of Ads is handled by VeNA based on its numbers and measurement processes as determined in its sole discretion. Such measurement processes will also be used for invoicing advertising fees under an Insertion Order (“Controlling Measurement”). The Advertiser or Agency may, at its or their cost, use a third party to track an Ad upon VeNA’s prior written consent, which shall be given or withheld in VeNA’s sole discretion. VeNA may condition any consent upon Advertiser or Agency agreeing to use an established and reputable ad tracking mechanisms and services that it may approve in its sole determination. If the Controlling Measurement is higher than the measurement by such other third party ad tracking mechanism by more than 10% over the invoice period, the parties will facilitate a reconciliation effort between VeNA and third party measurement mechanism. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the Advertiser or Agency sole right and remedy shall be either to (a) consider the discrepancy an under-delivery to be remedied by a make good flight, where delivery of such make good will be measured by such third party ad tracking mechanism, or (b) pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.



8. VeNA’s proprietary video platform

VeNA’s proprietary video platform is accessible via a Web gateway page site (or at such other URL as VeNA may designate). To access it, Advertiser, any listed Agency (if any) and its or their representatives may be required, individually or as a group, to create and use a log-in ID and password ( “Log-In Information”). All Log-In Information shall be kept confidential and not shared with any third parties. VeNA has no obligation or responsibility with regard to use, distribution, disclosure, or management of Log-In Information or access and use of its proprietary social video platform.



9. Disclaimer of Warranties

VeNA and VeNA affiliates provide their site and the sites of its and VeNA affiliates' publishers and other partners in the VeNA Publisher Network, and all of its and their services, as performed or contemplated here-under or under any Insertion Order, on an "as is" and "as available" basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of any ad. In the event of interruption of display or distribution of any ad, VeNA's and any VeNA affiliates' sole obligation will be to restore service as soon as reasonably practicable. Each of VeNA and each VeNA affiliate disclaims any and all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability of fitness for a particular purpose and implied warranties arising from course of dealing or course of performance and we hereby exclude all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law. 



10. Limitations of Liability

In no event shall VeNA or any VeNA affiliate be liable under this publisher agreement whether in tort (including negligence or breach of statutory duty)' contract, misrepresentation, restitution or otherwise for any loss of profits, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses arising out of or in connection with this advertiser agreement including any Insertion Order (even if VeNA or such VeNA affiliate was advised of the possibility of any of the foregoing). Under no circumstances shall VeNA and VeNA affiliates together be liable to the Advertiser, Agency or any third parties for an amount greater than the amounts received by them under the relevant Insertion Order in relation to which such liability may arise. In lieu of refund, VeNA and/or VeNA affiliates shall be permitted to cause the placement of "Make-Good" advertising, if the "Make-Good" advertising is provided within a reasonable period of time after the liability has accrued.



11. Termination

At any time prior to the serving of the first impact of the Insertion Order, the Advertiser may cancel the Insertion Order with 30 days prior written notice, without penalty. For clarity and by way of example, if the Advertiser cancels the Insertion Order 15 days prior to the serving of the first impact, the Advertiser will only be responsible for the first 15 days of the Insertion Order. Upon the serving of the first impact of the Insertion Order, the Advertiser may cancel the Insertion Order for any reason, without penalty, by providing VeNA written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impact of the Insertion Order; or (ii) 14 days after providing VeNA with such written notice. In addition to any other remedies that may be available to it, VeNA may immediately terminate the Advertiser Agreement in the event of any breach by the Advertiser of the representations and warranties contained herein or non-performance of any of its obligations here-under. Notwithstanding anything to the contrary contained herein, these Advertiser Terms and Conditions shall continue in effect so long as there remains an active Insertion Order. Upon expiration or termination of this Advertiser Agreement or in relation to any terminated or completed Insertion Order, the last sentence of Sections 1 and Sections 2, 3 and 5, the last sentence of Section 6 and Sections 9 through 14 inclusive, and any other provisions of the Advertiser Agreement which by its terms are intended or reasonably expected to survive, shall survive termination.



12. Indemnity

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless VeNA and VeNA Affiliates and its and their affiliates, directors, officers, agents and representative and its and their publishers and other partners in the VeNA publisher network for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or © any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order. VeNA agrees to indemnify, defend, and hold harmless the Advertiser for any claims, liabilities, costs and expenses (including reasonable legal fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or willful misconduct by VeNA.



13. Confidential information

“Confidential Information” shall mean any and all oral or written information that is identified as confidential and is provided by one party to the other. Neither the Advertiser nor VeNA shall disclose or use the other party’s Confidential Information for any purpose other than the purposes contemplated by this Advertiser Agreement, unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party’s Confidential Information to the extent required by applicable law, but only after five (5) business days prior written notification to the other party of such required disclosure. In the case of VeNA’s Confidential Information, each of Advertiser and Agency acknowledges that VeNA and VeNA Affiliates work with and will place the Ads on third party publishers’ websites and sub-networks within the VeNA publisher network. The identities of the publishers in the VeNA publisher network are considered VeNA’s and VeNA Affiliates’ Confidential Information, and each of Advertiser and Agency agrees not to disclose or use such proprietary information other than in connection with engaging and working with VeNA under this Advertiser Agreement. Upon termination, cancellation or expiration of this Advertiser Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed, except that the parties may retain any electronic versions of any Confidential Information of the other party solely for archival or litigation purposes. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and VeNA’s Confidential Information shall remain the property of VeNA.



14. Miscellaneous

This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed in accordance with the laws of Singapore. The Advertiser and VeNA agree to submit to the exclusive jurisdiction of the courts of Singapore. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Advertiser Agreement without the prior written consent of VeNA. VeNA may freely assign this Advertiser Agreement either (x) in whole or in severable part, to any VeNA Affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Advertiser Agreement) or (y) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Advertiser Agreement. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. VeNA Affiliates shall be third party beneficiaries under this Advertiser Agreement including each Insertion Order and other than the VeNA Affiliates there are no third party beneficiaries. The parties to this Advertiser Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Advertiser Agreement. This Advertiser Agreement may be executed by electronic signature (including click wrap) or by facsimile, and may be executed in counterparts.



Publisher Terms and Conditions



These Video and Entertainment Network Asia Pte Ltd (VENA), a division of Dempo Global Corporation Pte Ltd (Company Registration Number 200914051H) Publisher Terms and Conditions shall govern your (“Publisher”) use of VeNA’s Platform Inventory Services during the Term of the Agreement.



Definitions



Certain capitalized terms used in these Terms and Conditions and in the CONTRACT shall have the meanings set forth below.



1.1 “Ad Code” means scripts provided by VeNA that are designed to be inserted into the HTML code of Ad Inventory within the Publisher’s Web Site(s), and/or App(s) which scripts communicate with servers designated by VeNA and request transmission from those servers of Creatives selected by VeNA in its sole discretion.



1.2 "Confidential Information" means:



(i) Trade secrets, business plans, strategies, methods and/or practices



(ii) Computer systems architecture and network configurations



(iii) Any and all information which is governed by any now-existing or future non-disclosure agreement between the parties hereto.



(iv) Any other information relating to a party that is not generally known to the public, including information about such party’s personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans



(v) Any and all analyses, compilations, studies, notes or other materials prepared that contain or are based on Confidential Information received from a party.



1.3 “Creative” means an in-stream pre-roll ad that is always above the fold and can be user-initiated or Auto-play.



1.4 “Impressions” means the number of times a Creative is served to, and received by, a unique visitor viewing Publisher’s Ad Inventory as measured by VeNA. In no event may more than 2% of unique visitors for any pay out calculation come from a single IP address.  Impressions that are served but are not received due to end user blocking technology or software (e.g., pop-up blocking software) shall not count towards any pay out calculation.  A Creative served with any non-linear interactive ads shall count as a single impression as measured by VeNA. Unless otherwise set forth on the attached CONTRACT, only impressions delivered from the respective territory inventory shall count towards any payment under this Agreement.



1.5 “CONTRACT” means the Inventory Purchase Contract(s) entered into between Publisher and VeNA (the cover page).  In the event of any inconsistency between these Terms and Conditions and terms set forth in a CONTRACT, the terms of the CONTRACT shall control.



1.6 “Publisher Marks” means Publisher’s trademarks, service marks, logos and trade dress.



1.7 “VeNA” means Video and Entertainment Network Asia Pte Ltd, a division of Dempo Global Corporation Pte Ltd (Company Registration Number 200914051H) , with its registered office at located at Level 10, “The Great Room”, One George Street, Singapore 049145.



1.8 “Ad Inventory” means advertising space on, within or associated with premium video content on Publisher’s Web Site(s), App(s) or syndicated by Publisher to other third party Web Sites all as approved by VeNA.



1.9 “Web Site” means one or more (X)HTML document(s), images, videos or other digital assets hosted by one or more web servers, available via the Internet.



2. Platform Inventory Services



2.1 Approved Placement Ad Code and Delivery of Creatives.



(a) Publisher may only place Ad Code on Web Site(s), App(s) and Ad Inventory that have been specifically approved by VeNA in writing in advance.  Creatives delivered by Publisher on approved Web Site(s), App(s) and within approved Ad Inventory must be delivered in accordance with the terms and conditions of this Agreement and VeNA’s technical guidelines.



(b) Notwithstanding the generality of Section 2.1(a) above, Publisher shall not place Creatives or Ad Code



(c) On Web Site(s) and/or App(s) that contain, promote, reference or have links to:



(i) False, unrepresentative, libelous, defamatory, adult, erotic, pornographic, obscene, hate, illegal, salacious, extremist or fundamentalist subject matter and/or political views or otherwise inappropriate material



(ii) Software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal MP3 activity;



(iii) Illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others, or



(iv) Content promoting the abuse of drugs and/or alcohol, medical issues and guns and firearms



2.2 License to Ad Code



Subject to the terms and conditions of this Agreement, VeNA grants to Publisher a limited, non-transferable, non-exclusive, non-sub-licensable right and license to use the Ad Code and Creatives, solely for the purposes of performance of this Agreement.



Publisher shall not:



(i) Sell, rent, lease, sublicense, transfer, distribute or otherwise make available the Ad Code or Creatives or any copies thereof to any third party.



(ii) Translate, reverse engineer, decompile or disassemble the Ad Code.



(iii) Create derivative works based upon the Ad Code.



(iv) Alter, destroy or otherwise change the Ad Code or Creatives (except as authorized in this Agreement).



(v) Copy the Ad Code or Creatives, except for performance of this Agreement or for backup, archival and disaster recovery purposes.



(vi) Place the Ad Code or Creatives on unapproved Web Site(s), App(s) or Ad Inventory.



Except for the limited license rights expressly granted to Publisher in this Section 2.2, VeNA retains all right, title and interest in and to the Ad Code and Creatives including all patent, copyright, trade secret and other intellectual property rights therein.



2.3 Web Site Disclosure. Publisher agrees that VeNA may disclose the fact that Publisher’s Web Site(s) and/or App(s) is participating in VeNA’s Platform Inventory Services and grants VeNA the non-exclusive right to use, publish and display the Publisher Marks in a client list of Web Sites for which VeNA has advertising rights.  VeNA may sell, promote or market the right to provide Creatives on Publisher’s Web Site(s) and/or App(s), along with other Web Sites, but only on a non-guaranteed, as-available basis, unless otherwise agreed to by Publisher in writing.



3. Publisher Responsibilities



3.1 Implementation of Ad Code. Publisher shall use reasonable efforts to promptly place and enable Ad Code provided by VeNA for placement on approved Web Site(s), App(s) and within approved Ad Inventory.  From time to time, certain technical modifications may be necessary to ensure the Ad Code operates as intended.  Publisher agrees to reasonably cooperate with VeNA to implement any such necessary modifications.



3.2 Maintaining Publisher Web Site(s) and/or App(s). Publisher is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary to



(i) Operate Publisher’s Web Site(s) and/or App(s) that has been approved by VeNA to deliver Creatives.



(ii) Use the Ad Code.



(iii) Display the Creatives.



(iv) VeNA will provide reasonable assistance to implement the Ad Code, provided that, Publisher is solely responsible for ensuring that its hardware, software, networks, systems and any third-party services used by Publisher are compatible with the Ad Code, and VeNA makes no representation or warranty regarding any such compatibility.



3.3 Unauthorized Placement and Delivery of Creatives/Impressions. Publisher shall not



(i) Place Creatives or Ad Code on unapproved Web Site(s) App(s), in emails, in unapproved Video Inventory or on any other media or in any other location which has not been approved by VeNA.



(ii) Run multiple Creatives under this Agreement on the same Web Site page simultaneously.



(iii) Induce visitors to view or respond to Creatives based on incentives.



(iv) Place misleading or deceptive statements on or near Creatives (e.g., "Click here to win!").



(v) Serve Creatives, or drive traffic to such Creatives, using any downloadable applications.



(vi) Block VeNA from tracking any fraudulent publisher behaviour i.e., bot traffic, incentivized traffic, spam clicks, auto-click bots etc.



(vii) Block VeNA from accessing URL level data (domain & extension) via VAST tags. Any ‘unknown’ URLs will not be recognized by VeNA.



(viii) Use invisible methods (including, but not limited to, auto-spawning browsers, bots, or automatic redirecting of visitors) to generate impressions, clicks, or actions that are not initiated by the affirmative act of the visitor.



(ix) Run ads on iFrames.



(x) Load the entire page/website as an ad unit. Site content should be available, within reasonable limit, at all times with/without ads.



(xi) Attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Ad Code, source codes, links, pixels, modules or other data provided by or obtained from VeNA that allows VeNA to track and measure ad performance and provide its services. Upon VeNA’s request, Publisher agrees to use reasonable efforts to provide VeNA with detail on all sources responsible for any Impressions delivered in violation of this Section 3.3.



3.4 Notice and Takedown. Publisher shall operate a “notice and takedown” policy that complies with applicable law in respect of unlawful activity or information on any Web Site of which the Publisher gains knowledge or awareness.



3.5 VeNA will check websites for a visible video player. In case no video player is found, VeNA will request for a URL with a video player on the domain. If no URL is provided, VeNA deems such traffic as false.



4. Payment



4.1 General. Payment to Publisher shall be based on the payment rate set forth in the attached CONTRACT.  Payments shall be made by VeNA on a monthly basis, with 60 day terms (After the end of the month in which the ad was served by the publisher). No payments will be issued for any amounts less than US$250. No payment will be made for any delivery on unapproved Web Sites and/or App(s).  All un-issued earnings will rollover to the next pay period.



4.2 Account Information. Publisher agrees and acknowledges that it is solely responsible for maintaining the accuracy of its online account information, including mailing address, phone and email address, and VeNA will have no liability under this Agreement for any delay in payment arising due to incorrect or outdated information within Publisher’s account.  In the event that VeNA incurs any fees, payment cancellation or other charges or expenses as a result of any missing, incorrect or outdated information within Publisher’s account, VeNA shall have the right to deduct such expense from any payments due to Publisher.



4.3 Tax Reporting Information. VeNA assumes no responsibility for paying income taxes on behalf of Publisher. Publisher assumes complete and sole responsibility for any taxes owed as a consequence of using VeNA’s services and agrees to indemnify and hold VeNA harmless from any such taxes. If required by law, Publisher agrees to provide VeNA with information necessary for tax reporting purposes and such information will only be used by VeNA for tax reporting purposes. VeNA may withhold payment from Publisher in the event that Publisher does not provide accurate tax information or complete any necessary tax or reporting forms. In case VeNA is exposed to withholding taxes as a result of selling publisher’s inventory, VeNA reserves the right to withhold and pay taxes on behalf of the publisher, wherever applicable by laws. Market regulations will be applicable at the time of making payment or at the time of serving ad or both, as decided by local tax regulations.



4.4 Payment Exclusions; Remedies. Notwithstanding the terms of this Section 4, no payment shall accrue or be due to Publisher for any deceptive or fraudulent activity, as determined by VeNA in its sole discretion (e.g., a violation/negligence of responsibilities under Section 3). VeNA reserves the right to take appropriate legal action to cover its damages against any Publisher that violates these terms or breaches the representations and warranties set forth in this Agreement, or engages in fraudulent activity. In no event may more than 2% of unique visitors for any pay out calculation come from a single IP address.  Impressions that are served but are not received due to end user blocking technology or software shall not count towards any pay out calculation.  A Creative served with any companion banner shall count as a single impression as measured by VeNA. Unless otherwise set forth on the attached CONTRACT, only impressions delivered from the territory’s inventory shall count towards any payment under this Agreement.



4.5 In the event VeNA is acting as non-guaranteed representative of the publisher, any payment defaults by the end client will be communicated to the publisher and no payment will be made until such payments have been paid in full by the client.



5. Reporting



Unless otherwise set forth on the attached CONTRACT, payment to Publisher shall be based solely on VeNA’s statistics, including Impressions delivered and revenue generated on Publisher’s Web Site(s) and/or App(s).  Australian Eastern Standard Time (AEST) shall be the time period for traffic and tracking purposes.  VeNA shall provide monthly statements to publishers. Statements shall be broken out by month and summarized by Web Site and other variables, for example, impressions and click-through rate. Publisher understands and acknowledges that VeNA may need to make adjustments to Publisher’s reported statistics at the end of each month for, among other things, contractual provisions between the parties and statistical or counting errors (including, but not limited to, reporting discrepancies as a result of impressions called but not actually delivered to end users). In the event Publisher believes that VeNA’s reported numbers are inaccurate (and, therefore, the amounts due to Publisher by VeNA are inaccurate) the parties shall work together in good faith to resolve such discrepancy. If the difference between the amount calculated by Publisher to be due to Publisher and the amount calculated by VeNA to be due to Publisher exceeds ten percent (10%) then, the amount due to Publisher by VeNA shall be an amount equal to the average of two amounts.



6. Term; Termination



6.1 Term. Minimum term of 12 months shall apply to Publisher or until terminated by either party in accordance with this Section 6.



6.2 Termination. 60 days written notice prior to the initial term, otherwise the agreement will automatically rollover to subsequent term/s.



6.3 Effect of Termination. Upon receipt of such termination notice, any licenses granted by VeNA hereunder shall immediately terminate and Publisher must remove all Ad Code from its Web Site(s) and/or App(s) and cease delivery of any and all Creatives.  In the case of termination, VeNA will pay Publisher all undisputed amounts due during the next billing cycle as set forth in Section 4.



6.4 Survival of Obligations. The following Sections of the Agreement, and those which by their nature are ongoing obligations, shall survive any expiration or termination of this Agreement: 5-9 and 12-14.



7. Limitation of Liability



VeNA will not be liable for any consequential, incidental, indirect, punitive, special or other similar damages nor for any loss of profits, loss of revenues, loss of savings, loss of clients, loss of use or loss or corruption of data, whether under tort (including negligence), contract or other theories of recovery, even if VeNA was or should have been aware or was advised of the possibility of such damages.  In no event will VeNA’s liability arising out of this agreement from any cause of action whatsoever exceed the aggregate amounts paid or owed under this agreement by either party during the twelve (12) months prior to the date the cause of action arose. Each party agrees and does waive trial by jury in any action, proceeding or counterclaim brought against the other party for any matter whatsoever arising out of or in any way connected with this agreement.  No action, suit or proceeding shall be brought against VeNA more than one year after the date of service under this agreement.



8. Indemnification



8.1 Indemnification by Publisher. Publisher hereby agrees to defend, settle and pay damages on behalf of VeNA and its officers, directors, agents, affiliates and employees associated with any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings brought by a third party



For libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation in connection with Publisher’s Web Site(s) and/or App(s) (except for Creatives supplied by VeNA, unless such Creatives were modified by Publisher without the express written consent of VeNA)



Arising out of any material breach by Publisher of any term, condition, representation or warranty under this or any other agreement with VeNA



Relating to a contaminated file, virus, worm, or Trojan horse originating from Publisher’s Web Site(s) and/or App(s) (other than through a Creative supplied by VeNA, unless such Creative was modified by Publisher without the express written consent of VeNA).



8.2 Indemnification by VeNA. VeNA hereby agrees to defend, settle and pay damages on behalf of Publisher and its officers, directors, agents, affiliates and employees associated with any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings brought by a third party arising out of a material breach by VeNA of any term, condition, representation or warranty under this Agreement.



8.3 Indemnification Procedures. Any claim for indemnification here-under shall be subject to the following provisions:



The indemnifying party shall be given prompt written notice of the claim by the indemnified party, provided that any delay in providing notice shall not relieve the indemnifying party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying party was prejudiced by the delay.



The indemnifying party shall have the right to control the defence and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified party may be made without the express written consent of the indemnified party.



The indemnified party shall reasonably cooperate with the indemnifying party and its counsel at the indemnifying party’s cost and expense.



9. Confidentiality



9.1 Definitions and Obligations. Each receiving party (“Recipient”) will protect a disclosing party’s (“Discloser”) 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 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. Recipient will not use Discloser’s Confidential Information other than as provided for on the CONTRACT.



9.2 Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which:



Was previously known to Recipient.



Was or becomes generally available to the public through no fault of Recipient.



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.



Was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information.



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.



10. Privacy



10.1 Privacy Policy. Each party represents and warrants that any Web Site that delivers Impressions under this Agreement shall, at all times during the term of this Agreement



Maintain a privacy statement conspicuously on such Web Site that complies with applicable law and, at a minimum, includes disclosures on the type(s) of data collected from users by such Web Site(s) and/or App(s), the Web Site’s use of any such data and the types of technologies used by the Web Site(s) and/or App(s) to collect such data (e.g., cookies, IDFA, pixels or other similar technologies).



Provide a brief explanation within its privacy statement explaining that it works with third party advertising service providers and allows such third parties to target and serve Creatives, and use cookies or IDFA on its Web Site(s) and/or App(s) to collect non-personally identifiable data for use in connection with the delivery of such Creatives.



Include a conspicuous link within its privacy policy to the allow consumers to opt out of cookie tracking



10.2 Changes in Privacy Laws. The parties hereby acknowledge that:



The state of the law with respect to behavioural advertising, contextual advertising, cookies, IDFA, PII, and informational privacy is unsettled.



Subsequent to the date of this Agreement, new or changes in existing applicable federal, state, and local laws, rules, and regulations (a “Change in Law”) may hold that the services provided under this Agreement, the collection and use of data and cookies, IDFA, or other activities as contemplated under this Agreement, is not permissible.  Neither party makes any representations or warranties with respect to such Changes in Law, and each party hereby expressly disclaims any representations, warranties, guarantees, covenants, or obligations relating thereto.  In the event any such Change in Law frustrates the purpose of this Agreement, either party may terminate this Agreement on written notice in accordance with Section 6.2(b).



11. Representations and Warranties



11.1 Publisher Representations and Warranties. Publisher represents and warrants that



It owns or has the rights to all content, products, and services on its Web Site(s) and/or App(s) to perform its obligations herein.



It will conduct its business and fulfil its obligations under this Agreement in compliance with all applicable laws, rules, regulations and industry self-regulatory guidelines, as applicable, their privacy policy as posted on the Web Site(s) and/or App(s), all as may be amended from time to time.



The materials on any inventory provided by Publisher under this Agreement (other than any materials provided by VeNA) will not in any way violate or infringe upon any other right or rights including but not limited to trademark, copyright, rights of privacy or publicity or any other personal or proprietary right of any person or entity. 



Any inventory provided by Publisher under this Agreement will not contain any libellous, defamatory, obscene or unlawful materials or violate any applicable laws or regulations, it being agreed that this representation shall not apply to any advertising materials provided by VeNA.



11.2 VeNA Representations and Warranties. VeNA represents and warrants that it



Has all necessary licenses and clearances to use and permit Publisher to display the content contained in the Creatives.



Will comply with all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement including all such laws as may be applicable to direct marketing, electronic marketing, privacy protection and internet regulation.



11.3 Mutual Representations and Warranties. Each party represents and warrants to the other that



It has the full right, power, and authority to enter into this Agreement.



The execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party.



This Agreement constitutes a legal, valid and binding obligation when agreed to.



12. No Other Warranties and Guarantees



Except as expressly set forth herein, neither party makes any warranties (including the implied warranties of merchantability, fitness for a particular purpose and non-infringement), guarantees, representations, promises, statements, estimates, conditions or other inducements, express, implied, oral, written or otherwise and all such warranties are disclaimed.  Publisher understands and acknowledges that there is no guarantee that any minimum level of revenue, or any revenue, will be generated as a result of this agreement.



13.  Governing Law; Venue



13.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore without regard to its laws or regulations relating to conflicts of laws.



13.2 Venue. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts situated in the Republic of Singapore in connection with any action arising between the parties.



14.  General Provisions



14.1 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability.  The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.



14.2 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.



14.3 Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement 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 labour disputes (“Force Majeure”).  To the extent that a Force Majeure has continued for five (5) business days, either party may terminate the Agreement or associated CONTRACT without penalty.



14.4 Assignment. Either party may assign this Agreement in connection with a merger or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume the assignor’s obligations.  Except as permitted by the foregoing, no rights or obligations under this Agreement may be assigned by either party without the prior written consent of the other party. Any assignment, transfer or attempted assignment or transfer in violation of this Section 14.4 shall be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.



14.5 Entire Agreement. These terms and conditions, as and if amended, constitute the entire and only agreement between the parties regarding Publisher’s use of VeNA’s services, and supersede all previous communications, representations or agreements, whether written or oral between the parties relating to the services provided here-under.


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