Adcenter LLP, Great Britain (referred to here as the “Company”, “we” or “us”) provides self-serve advertising software via its https://videe.tv landing page and subsidiary web properties (the “Site”). Company offers various services to you, as a publisher (the “Publisher”), through the Site, all of which are conditioned on your agreement to adhere to the following Terms of Service (the “TOS”) without modification of any kind. Your use of the Service (as defined below) and/or your registration with Company constitutes your agreement to these TOS. These TOS are subject to change by Company at any time, without prior notice. Company will make commercially reasonable efforts to include notices regarding any such updates or changes. Any changes that are made to these TOS will not apply retroactively and will not apply to dispute or event occurring before the change is published. You are responsible for reviewing these TOS on a regular basis. By continuing to use the Service, you signify your binding acceptance of the TOS, as published on the Site and you represent that you are of legal age to form a binding contract. These TOS apply to all visitors and all who access our Site or Service.
You affirm that you are either more than eighteen (18) years of age and are fully able and competent to enter into terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with these TOS. If you are under 18 years of age, then please DO NOT use Company or our Service.
The “Service” includes (i) the Site, (ii) the services provided by the Site and by the Company software made available through the Site, and (iii) all data, text, images, sounds, video, content, programming and software made available through the Site or services, or developed under the Company software (“Content”). Any new features added to or augmenting the Service are also subject to this TOS.
In order to access the Service, you will have to create a Videe.TV account on the Site (the “Account”). You must provide a valid email address, accurate and complete information for any information you provide during registration procedure and you must safeguard your Account password.
We provide two types of Accounts for Publishers: (a) “Videe.TV Outstream” Account will be set up by default; (b) “Videe.TV In-stream” Account can provide Publishers with a possibility to choose a video from our library free of charge. Should a Publisher wish to set up the Videe.TV In-stream account, he has to make a formal request to our Support Team at email@example.com Different email addresses are to be used in order to have both types Accounts mentioned above.
You may never use another person’s account without permission. You are solely responsible for the activity that occurs on your Account, and you must keep access to your Account secure. Should there be any breach of security or unauthorized use of your Account, you must notify us immediately.
Company will not be liable for any losses caused by any unauthorized use of your Account; however, you may be liable for the losses of Company or others due to such unauthorized use. Company may also terminate a Publisher’s access to the Service if, under appropriate circumstances, there are repeated breaches of security or unauthorized use with your Account.
We may maintain different accounts for different types of Publishers, in our discretion. If you open an Account on behalf of your company, then (i) “you” includes you and your company, and (ii) you represent and warrant that you are an authorized representative of your company with the authority to bind the entity to these TOS, and that you agree to these TOS on you company’s behalf. We may refuse in provision of our Service to any Publisher, at our sole discretion. The Service is not available to any Publisher who has been removed by Company.
You agree to be contacted via email, or sms, or Skype, or text messaging by Company, regarding Company’s services. You hereby grant Company permission to email or display your profile and such other information as may be supplied by you to Company on or from Company's website as Company shall deem advisable in its sole determination in connection with the Service for you. By using the Service, you are granting Company permission to access your Account and those messages, data, information, text, graphics, audio, video or other material posted/uploaded/transmitted to or through the Service using your Account, solely in connection with the provision of Services.
(i) Install and use Company's ad. serving Java Script code on your website at all times that you publish ads through the Site;
(ii) Accept the fact that the Content will be programmed to go live on your website automatically without your involvement;
(iii) Accept Company's terms for release of statistical information (You understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent actions, and that updates of statistics are generally released, but not guaranteed for, several times a day);
(iv) Notify us via email if you wish to deactivate your Account;
(v) Accept Company's terms for payment, cash outs, and the like, as described in the Account registration process on the Site and in these TOS.
Any method that artificially generates impressions is strictly prohibited. These prohibited methods include but are not limited to:
(i) Repeated manual impressions;
(ii) Incentives to generate impressions;
(iii) Using robots;
(iv) Automated impression generating tools or other deceptive software.
Company will permanently deactivate Accounts involved in this type of activity.
Publisher will receive a payment related to the number of valid impressions of advertisement on his website. Advertising on Publisher’s website will be calculated on the basis of CPM (cost per mille, i.e. per one thousand impressions).
Company will pay the Publisher commissions earned, within 60 days after the end of month when the amount owed to you reached to fifty (50.00) US dollars. In the event that Publisher's earned commissions are less than fifty (50.00) US dollars, Company at its option reserves the right to accrue this amount and add it to the subsequent month's commissions
Payments will be calculated solely based on our accounting. Publishers will be able to track their earnings on “Statistics” page.
Publisher must fill in and keep its payment details, email address and telephone number in their Account current. If Publisher has failed to notify Company of changes in Publisher’s account information, causing Company to be unable to notify Publisher in writing, then this Agreement shall terminate without notice.
Company reserves the right to withhold payment from Publisher if Publisher has engaged in activity that is deceptive or fraudulent in nature as determined by Company in its sole discretion. Examples of such deceptive or fraudulent acts may include, without limitation, more than five percent (5%) of unique visitors for any payout calculation come from one IP address, or 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 payout calculation.
Responsibility For Taxes.
Company assumes no responsibility for paying income taxes on behalf of Publisher. By participating in this agreement, Publisher assumes complete and sole responsibility for any taxes owed as a consequence of such participation and agrees to indemnify and hold Company harmless from any such taxes. If Publisher resides in the United States, then Publisher agrees to provide its Social Security number or Federal Employee Identification Number and any other reasonable information to Company for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If Publisher resides outside of the United States, then Publisher may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms. Company may withhold payment from Publisher in the event that Publisher does not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Company’s sole and absolute discretion.
Adcenter LLP, Videe.TV, Videe.TV logo, www.videe.tv, and other Videe.TV marks, graphics, logos, scripts, and sounds are trademarks of Company. None of the Company trademarks may be copied, downloaded, or otherwise reproduced without our prior written permission.
We take no responsibility for any advertisements or any third party material, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers found while using the Services are between you and the advertiser, and you agree that Company is not liable for any loss or claim that you may have against an advertiser.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICE OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, APPLICATION OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS, APPLICATIONS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE, OR INSTALLATION OR DOWNLOAD OF ANY APPLICATION, THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
YOU UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) INACCURACIES, MISTAKES, OR ERRORS OF CONTENT; (F) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (G) ANY BUGS VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THOUGH THE SERVICE BY A THIRD PARTY; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN THE EVENT THIS LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT THE AGGREGATE LIABILITY OF COMPANY SHALL NOT EXCEED THE AMOUNT OF FIFTY UNITED STATES DOLLARS (US$50).
You agree, at your own expense, to indemnify, defend, and hold harmless Company, its employees, agents, and representatives against any claim, alleged claim, suit, action, or administrative proceeding arising out of, or related to your use of or access to the Service, or violation of this TOS by you.
Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any reason, including your breach of these TOS, the terms and conditions of any service for which you may have registered, or a violation of the rights of another user or the law. You may unsubscribe from any further communication from Company at any time by delivering a written notice addressed to firstname.lastname@example.org. You shall be responsible for ensuring delivery of the notice to Company. You may also unsubscribe by clicking the Email Preferences link or the opt-out link in any of the Company emails. Company shall not be obligated to store any data or files for more than ninety (90) days after termination of your access to the Service.
Company reserves the right with or without notice to you at any time to change, modify or discontinue its Service or a portion or attribute thereof, or the offering of any information, good, content, product or service. Company shall have no liability to you or any third party should Company modify or discontinue any service or an aspect thereof.
The failure of either party to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any of the TOS provisions, including the Disclaimer of Warranty or Limitation of Liability, are held invalid, unenforceable, or void by a court, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
This TOS shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principals of conflicts of law and specifically excluding from application to this Agreement that law known as the United Nations Convention on Contracts for the International Sale of Goods. Any action brought by you against Company arising out of this TOS shall be brought exclusively in the courts located in New York, New York County and any action brought by Company against you arising out of this TOS shall, at the election of Company, be brought in either the courts located in New York, USA, or the applicable courts of the jurisdiction in which you reside at Company’s absolute and sole discretion. You and Company hereby consent to, and irrevocably submit yourselves to, the exclusive personal jurisdiction and venue of such courts. You further agree not to bring claims on a representative, class member basis, or as a private attorney general.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These TOS and the rights and licenses it grants or receives may be assigned or transferred by Company without restriction.
These Terms of Service constitute the entire agreement between the Company and Publisher with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Effective: June 01, 2015
Revised: January 01, 2017