Last Modified: July 10, 2022
This Media Partner Agreement (“MPA”, “Agreement”), is by and between Brane Pte. Ltd., a Singapore company located at 68 Circular Road #02-01, Singapore 049422 DBA Viedy (“Viedy”), and the individual or entity signing or electronically accepting this Agreement (“you”, “your”, or “Partner”), together referred to as the “Parties” and each individually as a “Party”. This Agreement is entered into on the earlier of, (a) Partner is clicking “Agree” or “Yes” to the terms of this Agreement to gain initial access to, or use of, the Platform, (b) Partner is signing up to any Partner Program referencing this Agreement, or (c) Partner is given access to the Platform (“Effective Date”).
The Media Partner Agreement form part of the Viedy Terms of Service (“TOS”) and are hereby incorporated therein. We periodically update this page by posting a revised copy at https://legal.viedy.com/media-partner-agreement, so please check back here for current information.
DEFINITIONS
1. “Account” means the password protected area within the Products that contains contact information (including for notifications, that is required to be kept up-to-date by User) to access the Viedy Services in accordance with the terms hereof.
2. “Actions” or “Events” means each occurrence, such as a click, lead, install, impression or other action, identified in the Partner Contract that is tracked by or reported to and recorded by Viedy and/or for which Partner is compensated pursuant to the terms of the Partner Contracts.
3. “Advertiser” means each entity with whom the Partner enters into a Partner Contract.
4. “Advertiser Content” means all ad content, including but not limited to visual, written or audible files, videos, and/or recordings, and that is made available to Partner through or for the provision of the the Viedy Services.
5. “Advertiser Data” means confidential or proprietary data supplied by the Advertiser or Visitors or generated through the Viedy Services as a result of Visitors’ interactions with Advertiser Content and their resulting Actions.
6. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control in this context (including its correlative meanings) means direct or indirect possession of the power to direct or cause the direction of the management and policies of such entity, whether through ownership or control of more than 50% of the voting interests of the subject entity, by contract or otherwise.
7. “Applicable Privacy and Data Security Laws” means all privacy, security, and data protection laws, rules and regulations of any applicable jurisdiction, that are applicable to the collection, processing, storage, protection and disclosure of Personal Data.
8. “Claims” means all third party alleged or actual actions, causes of action (of any nature or type), personal injury, claims, damages, demands, disbursements, judgments, legal proceedings, liability, losses, property damage, settlement payments, costs or expenses (including attorneys’ fees and costs).
9. “Confidential Information” means all information or material, whether past, present or future, and whether in oral, written, digital, electronic or other form, that is of or concerning a “Disclosing Party” (Party providing the information or whom the information is about) which is disclosed to or learned by a “Receiving Party” (Party receiving or learning the information), that relates in any way to, or is about, the Disclosing Party, such as its financial data, business plans, pricing, methods, methodologies, processes, lists, intellectual property rights, customer information, products, services, information technology, software user interfaces, programs, research, development and/or marketing strategies, whether or not such information and materials are marked or identified as “confidential”; provided that “Confidential Information” shall not include information which is: (i) approved for release or released by the Disclosing Party for public disclosure; (ii) becomes known publicly through no fault of the Receiving Party; (iii) is lawfully obtained from a third-party free of restrictions on disclosure; (iv) is already known to the Receiving Party; or (v) is developed by or for the Receiving Party independent of the Disclosing Party’s Confidential Information. A Disclosing Party may be authorized by a third party to disclose its information to the Receiving Party on a confidential basis, and it shall be treated by the Receiving Party as “Confidential Information” of the Disclosing Party.
10. "Fees" means, generically, amounts due to Viedy for subscription to and/or use of the Services, that are included on an Order Form or notified to Partner and that Partner has accepted by written consent (which may be by way of click-through acceptance).
11. “Force Majeure” means a delay, failure in performance, loss or damage due to any cause(s) beyond the Party’s reasonable control that is notified to the other Party in writing; however, although an affected Party shall not be deemed in breach due to a Force Majeure, a Party’s payment obligations prior to the Force Majeure may be delayed but not excused.
12. “Intellectual Property” means any product of the human intellect that the law protects from unauthorized use by others, and “Intellectual Property Rights” means any and all right, title and interest in Intellectual Property existing as of the Effective Date or at any time thereafter, worldwide, including all patent, patent application, copyright, trademark, trade name, service mark, service name, trade secret or other proprietary right arising or enforceable under any applicable law, rule, or regulation.
13. “Partner” means the individual or entity that enters into this Agreement with Viedy and does not include (and these terms are void and Viedy Services may not be used by) individuals under the age of 18 years old as well as competitors of, or those using the Viedy Services to compete with, Viedy.
14. “Partner Data” means the Personal Data if any that is provided by Partner or Visitors (or Processed by Viedy about Visitors that visit or use Partner’s website(s) or other promotion methods and means, and that interact with Advertiser Content promoted by Partner in accordance with the terms of this Agreement and the Partner Contracts.
15. “Partner Contract(s)” means the terms and conditions entered into by Advertiser with a Partner with respect to promotion of Advertiser or Advertiser Content, including compensation and other details (such as permitted use, prohibited use, etc.), and that are implemented through the Viedy Services.
16. “Partner Link(s)” means the unique tracking link Partner publishes and promotes on the social media channels.
17. “Partner Rewards” means amounts owed by Advertiser to Partners pursuant to Partner Contracts, which Advertiser remits to Viedy to pass-through payment to Partners.
18. “Payment Service Provider(s)” are third-party financial service providers with respect to payment of Partner Rewards by Users hereunder, including, payments from Advertiser and settlement of Reward to Partner as part of the Partner Contract.
18. “Personal Data” means information Processed by Viedy that relates to, describes, is capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular natural person either as individual or as part of a household, whether on its own or in the aggregate with other information Processed by Viedy, and excludes anonymous or anonymized information.
19. “Process(ing)” means any operation or set of operations that is performed by Viedy and/or Viedy Services, including by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, performance, disclosure by transmission, dissemination or making available (including making available to view), transfer, alignment or combination, blocking, erasure or destruction.
20. “Users” are Partners, Advertisers, and any other person authorized to access an Account.
21. “Viedy” means Brane Pte. Ltd., or an Affiliate of Brane Pte. Ltd.
22. “Viedy Non-Personal Data” means statistical information and metrics derived from the performance of the Viedy Services, that is anonymous, anonymized or not Personal Data; and is Confidential Information of Viedy.
23. “Viedy Platform” means software owned and/or hosted by Viedy, that is licensed to Partner on a free or subscription basis for software-as- a-service (“SaaS”), or services performed by or on behalf of Viedy and that are ancillary or supplemental to Viedy’s use of the Services, whether or not subject to separate Fees.
24. “Viedy Services” means the Services, platform, documents, software, works of authorship, inventions, technology, hardware, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, and other tangible or intangible technical material or information of Viedy.
25. “Visitor” means an individual that is a consumer or customer/prospective customer of and that interacts with Advertiser Content, such as clicking on a text link or banner, filling out the Advertiser’s lead form, making a purchase from the Advertiser, etc.
I. USE OF SERVICES
1. License. Subject to the terms of this Agreement, Viedy licenses to Partner access to and use of the Viedy Services on a non-exclusive, revocable basis for the purpose of Partner’s partnerships (and to enter into partnerships) with Advertisers and pursuant to Partner’s performance under Partner Contracts. Viedy may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
2. Intermediary Services. Subject to any applicable account settings that You select, You may grant Viedy an authority to enter to Partner Contracts with Advertisers on Your behalf with the right to sub-license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part). The conditions of such Partner Contracts are determined by Viedy at its own discretion and in good will. During the execution of such Partner Contracts Viedy may receive a monetary compensation from Advertiser.
The Partner Rewards in this case are remitted by Viedy to You in accordance with the conditions of such Partner Contracts and Chapter IV of this MPA. In no event will Viedy be liable to Partner for delivering Partner Rewards unless full payment is made by Advertisers to Viedy of all amounts owed by the Advertiser to Viedy. Though Viedy promises to execute due diligence in the choice of Advertisers, Viedy will not be liable for any Advertiser’s acts, errors or omissions.
3. SNS Account. When using the Services, Partner may need to set up an account by registering certain information. Partner must register true, accurate and complete information, and must revise the same to keep such information up-to-date at all times. Viedy reserves the right to delete any account that has been inactive for a period of one (1) year or more since its last activation, without any prior notice to the applicable User. Any and all rights of a User to use the Service shall cease to exist when such User’s account has been deleted for any reason. Please take note that an account cannot be retrieved even if a User has accidentally deleted their account.
You may connect your Account with one or more your valid accounts on the social networking service (“SNS Account”), by allowing Viedy to access them, as is permitted under the applicable terms and conditions that govern your use of each SNS Account.
You represent you have the the right to disclose your SNS Account login information to Viedy and/or grant Viedy access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by your of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Viedy to pay any fees or making Viedy subject to any usage limitations imposed by such third-party service providers.
4. SNS Content. By granting Viedy access to any SNS Accounts, you understand that Viedy may access, makes available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Partner Content for all purposes of the Agreement.
Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Services. Please note that if a SNS Account or associated service becomes unavailable or Viedy’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND VIEDY DISCLAIMS ANY LIABILITY FOR ANY INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Viedy makes no effort to review any SNS Content for any purpose, including, but not limited to, for accuracy, legality or noninfringement, and Viedy is not responsible for any SNS Content.
II. RESTRICTED ACTIVITIES
1. General Restrictions. Partner will conduct its business and activities in a manner that promotes a good, positive image and reputation for Advertisers and the Viedy Services. Without limiting the generality of the foregoing, Partner shall not: (a) share, rent or use the Viedy Services for the benefit of any person or entity other than Partner; (b) modify, copy, reverse compile, disassemble, reverse engineer, decompile, prepare derivative works based on, the Viedy Services, or attempt in any manner to derive its source code; (c) hack, abuse, adversely interfere with the Viedy Services, or infect the Viedy Services with viruses, worms or other malicious or destructive code.
2. Partner Content Restrictions. You agree that you will not transmit, submit or upload any Partner Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
3. Use Approved Methods. Partner must promote each Advertiser using only those methods approved or prescribed by the Advertiser, and in any case not through: (i) provision of leads obtained other than through intended Visitor action (e.g. through scraping or other data mining, or through use of compilations of personal data); (ii) use of fake redirects, automated software, or other mechanisms to generate actions; and/or (iii) actions using any device, robot, Iframes or hidden frames; or (iv) adware, spyware or malware. If Partner wants to use applications to deliver Advertiser Content, Partner must disclose to the Visitor a clear and concise description of the core functionality of the applications (including a description of that functionality that is Media Partner’s source of revenue). Further, Partner must meet or exceed then-current industry standards for applications (such as getting Visitor’s consent to download/install, etc.).
4. Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof.
Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any rewards in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.
5. Compliance/Quality. Partner agrees that when using the Viedy Services, it will only publish, transmit, upload and/or distribute information, data, content and material about Partner, Advertisers and Advertiser Content that is legal, accurate, and in accordance with the Partner Contracts agreed with the Advertisers. If Partner intends to use incentives to promote an Advertiser and procure clicks, leads or sales, Partner is required to notify the Advertiser prior to entering into a Partner Contract, and Partner’s use of incentives must be in a bona fide way. Additionally, Partner and its website(s) and promotional means must comply with all rules, laws, regulations and industry standards, the Partner Contracts, and be of high quality (including but not limited to: not depicting nudity of any sort (including cartoons, fantasy art or manga); not misrepresenting the source of anything posted or uploaded, including impersonation of another individual or entity; not including unauthorized content of someone else's or otherwise violating their intellectual property rights, rights of privacy or publicity; not harming or exploiting minors in any way; not threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating an individual or group of individuals for any reason (including on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or incite or encourage anyone else to do so); not harming or disrupting, or intending to harm or disrupt, an Visitor's computer; not containing or being considered to contain 'junk mail', 'spam', 'chain letters', or 'pyramid schemes'; and/or not attempting to manipulate services of others, including but not limited to ranking and reputation systems, interception of Visitor traffic (i.e. through cookie stuffing or other means) or collude with others to do any of the foregoing).
6. Consequences. Breach of these Section II may result in suspension of a User’s access and use of the Services, or immediate termination of this Agreement.
III. OWNERSHIP & RESERVATION OF RIGHTS
1. The Viedy Platform and Services. Except with respect to your Content, you agree that Viedy and its suppliers own all rights, title and interest in the Services (including but not limited to, any titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, chat transcripts, and Influence.co server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.
2. Trademarks. Viedy's stylized name and all related graphics, logos, service marks and trade names used on or in connection with any of the Services are the trademarks of Viedy and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
3. Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Services.
4. Partner Content. Viedy does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
5. License to Partner Content. Subject to any applicable account settings that you select, you grant Viedy a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Influence.co, are responsible for all of Your Content that you Make Available on or in the Services.
6. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Services, you hereby expressly permit Viedy to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
7. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Viedy in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
8. Feedback. Viedy encourages Partners to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to Viedy Services and related resources (“Feedback”). To the extent Partner provides Feedback, Partner grants to Viedy and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the Viedy Services) without restriction. Partner shall ensure that: (a) Feedback does not identify Partner, its Affiliates, or Users, or include any Partner Data; and (b) Partner has obtained requisite authorization from any User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Partner Confidential Information.
9. Screening & Removal. You acknowledge and agree that Viedy may or may not, at Viedy's discretion, pre-screen User Content (including Advertiser Content) before its appearance on the Services, but that Viedy has no obligation to do so. You further acknowledge and agree that Viedy reserve the right (but do not assume any obligation) in Viedy's sole discretion to reject, move, edit, or remove any User Content that is Posted to the Services. Without limiting the foregoing, Viedy has the right to remove any User Content that violates these Terms or is otherwise objectionable in Viedy's sole discretion. You acknowledge and agree that Viedy do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
IV. PAYMENT OF COMPENSATION & TAXES
1. Payment. All Partner Rewards for compensable Events tracked by Viedy or reported and/or recorded through the Viedy Services must be paid by Advertisers through Viedy in the Partner Contract currency, unless Partner elects within its Account to receive payment in another currency (which will be subject to processing, including associated costs and charges, via foreign exchange). Payment shall be made pursuant to the terms of each Partner Contract. In no event will Viedy be liable to Partner for such compensation amounts unless full payment is made by the Advertiser to Viedy of all amounts owed by the Advertiser to Viedy, as well as all amounts owed to all of the Advertiser’s partners (including Partner). Viedy may offset amounts owed by Partner to Advertisers (or Viedy) from amounts credited to Partner’s Account as compensation under Partner Contracts. Reward amounts may be disqualified pursuant to Partner Contract terms, and if already paid out to Partner, Viedy (on the Advertiser’s behalf) may seek return of compensation from Partner that was previously paid out, even after the effective date of termination. Payment of any amounts earned by Advertisers is subject to Partner complying with all relevant laws, rules and regulations, including those concerning tax form completion and meeting minimum thresholds for payment, which may vary based upon the payment method elected by Partner. If Partner does not accurately complete any such required forms as per the requirements of the relevant jurisdiction and/or Viedy is unable to verify the information and/or documents submitted by Partner, amounts earned by Partner shall be subject to the Account Management Fees as per Section IV.3.
2. Taxes. With respect to Partner Rewards and Viedy fees (if any), Partner is solely responsible for any taxes, levies, duties or similar governmental assessments of any nature that are assessable by any jurisdiction whatsoever (collectively, “Taxes”). If Viedy has a legal obligation to pay, withhold or collect Taxes for which Partner is responsible under this Agreement and/or the Partner Contracts, Viedy will invoice Partner and Partner will pay that amount unless Viedy is able to deduct such amount from Partner’s Account (i.e., from Partner Partner credited to Partner’s Account), or if Partner provides Viedy with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Viedy is solely responsible for taxes assessable against Viedy based on Viedy's income, property and employees. All late charges, penalties or interest due to Partner’s late payment of Taxes invoiced to Partner are solely the responsibility of Partner.
3. Fees & Account Management Fees. If Viedy offers and Partner requests (which may be by way of click-through) optional services of Viedy for which there are fees, Partner is responsible for all such fees and they may be deducted from any Partner Rewards credited to Partner’s Account or invoiced to Partner and payable net thirty (30) days from Partner’s receipt. Partner is obligated to maintain accurate contact information on its Account, including providing Viedy with the relevant tax identification information. If Partner does not keep such information up to date and Viedy is unable to process compensation payments to Partner after six (6) months from when Partner was eligible to be paid, Viedy will deduct a fee of One hundred US Dollars ($100) per month (“Account Management Fees”) unless and until Partner comes into compliance, or until the Account balance is zero.
4. Advertising Revenue. Viedy reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Viedy has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Influence.co as a result of such advertising).
5. Payment Methods. Except for Viedy’s role as a limited payment agent for Partner, Viedy does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Viedy cooperate with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Viedy is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method.
6. Compliance. Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, Viedy and Payment Service Providers will collect, store and analyze your payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary for processing payments. Except for payment amount and payment status details stored in your dashboard, Viedy does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.
7. Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Viedy.
8. Appointment of Viedy as Payment Agent. Partner hereby appoint Viedy as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of rewards (via its Payment Services Provider, if applicable) from Advertiser for promotion of Advertiser or Advertiser Content provided in connection with Partner Contracts.
Partners agree that rewards received from Advertiser by Viedy will be considered the same as rewards made directly to Contractors, regardless of whether Viedy remits or fails to remit the reward to Partner. Partner also authorize Viedy in its role as Payment Agent to:
In accepting appointment as Payment Agent, Viedy assumes no liability whatsoever for any acts or omissions of Partners related to Partner Contracts, Forms, or this Agreement, failure by Partners to provide the Services in accordance with Partner Contracts, or failure by Advertiser to make payments owed to Partners, and Partners understand that Viedy’s obligation to pay Partners is subject to and conditional upon Viedy’s actual receipt of payment from Advertiser. Partners further authorize Viedy to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the Singapore; provided, that, Viedy will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Partners represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Advertiser’s payment obligations to Partners will be satisfied upon receipt of payment by Viedy (or its Payment Service Provider, as applicable), and Viedy (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Partners in the manner described in this Agreement. In the event that Viedy (via its Payment Service Provider) does not remit any such amounts to a Partner, the Partner will have recourse for non-payment solely against Viedy, and not Advertiser. Partners agree that Viedy may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Advertisers that Viedy may deem necessary or prudent.
V. NON-SOLICITATION
During all periods of your access to or use of the Viedy Services and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, work for any Advertiser whom you become aware of in connection with your interaction with Viedy. You also agree that you will not refer such Advertiser directly to parent, sibling, or other affiliated companies.
Because it is impossible to fix with certainty the damage to Viedy for breach of this Section, the parties agree that Partner will pay, for each breach of this Section, as liquidated damages, an amount equal to $25,000 (twenty five thousand U.S. dollars). Such amount will be due and payable by Partner within ten (10) business days of receipt of an invoice from Viedy.
VI. TERM & TERMINATION
1. General. This Agreement commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
Partner may terminate this Agreement upon written notice to Viedy or stop using the Viedy Services at any time. Viedy may terminate this Agreement by written notice: (a) upon ten (10) days’ notice (a “Notice Period”) to Partner due to Partner’s and/or its Users’ breach of this Agreement if such breach is not cured prior to the end of the Notice Period (unless incurable, or if a repeated breach, then prior written notice is not required); (b) due to Viedy’s continued delay or inability to provide the Viedy Services or due to any cause(s) beyond Viedy’s control (a “Force Majeure”); or (c) for any or no reason upon thirty (30) days prior written notice (a “Notice Period”). Termination is effective as of the end of the Notice Period (if prior written notice is required and the conditions for termination are met), or upon written notice in all other cases.
2. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Viedy will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Viedy may seek return of Partner Reward previously paid out, even after the effective date of termination, due to Partner’s non-compliance with this Agreement and/or the Partner Contracts. Post-termination obligations in Section VIII.3 shall apply to each Party’s Confidential Information and/or the Data Protection Agreement with respect to Personal Data.
VII. REPRESENTATIONS AND WARRANTIES
1. Partner represents and warrants to that the statements contained in this Section are true and correct as of the Effective Date and shall continue to be true and correct through the date of termination of this MPA (unless stated otherwise). VIEDY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND FITNESS FOR A PARTICULAR PURPOSE. VIEDY SERVICES ARE PROVIDED “AS IS”. VIEDY DOES NOT WARRANT THAT THE VIEDY PLATFORM WILL RUN UNINTERRUPTED OR BE ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF VIEDY PLATFORM OR AS TO ANY USABILITY OR AVAILABILITY OF CONTENT, ADVERTISER DATA, OR PARTNER DATA PROCESSED BY VIEDY. IN NO EVENT WILL VIEDY BE LIABLE FOR ACTS, ERRORS OR OMISSIONS OF THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS).
2. Partner represents and warrants that: (i) it has full power and authority to execute, deliver and perform its obligations under this MPA, and will do so without conflict with any obligation, contract, lease, license, third party’s rights, applicable law or agreement to which Partner is a party or by which Partner is bound; (ii) in performance of this MPA and its use of the Viedy Platform, Partner will comply with all applicable laws (including but not limited to applicable Privacy and Data Security laws); (iii) it has the right to transmit all Partner Data through the Viedy Plaform; (iv) it will use the Advertiser Content and promote the Advertisers pursuant to the terms of this MPA (including the Data Protection Agreement) and the Partner Contracts, and will not use Advertiser Content or promote the Advertiser in a way that infringes or misappropriates any third party’s Intellectual Property Rights or violates applicable law, rule or regulation; and, as applicable, (v) it has and will at all times comply with Applicable Privacy and Data Security Laws, including but not limited to making legally required notices to and/or obtaining any legally required consents from each Visitor for Viedy, as a service provider of Partner, to Process the Visitor’s Personal Data pursuant to the Data Protection Agreement.
VIII. CONFIDENTIAL INFORMATION
8.1. Scope. The Receiving Party shall prevent disclosure of the Disclosing Party’s Confidential Information to anyone (including employees, contractors and agents) other than those with a need to know such Confidential Information for the purposes of this Agreement, and who are contractually obligated to keep Disclosing Party’s Confidential Information confidential. The Receiving Party may use the Disclosing Party’s Confidential Information only for the purposes permitted under this MPA. Disclosure to third parties may be made only to those that the Disclosing Party has authorized such disclosure (including Advertisers for the purpose and/or prospect of Partner Contracts), and Confidential Information shall include information provided by Advertisers that is authorized for disclosure to Partner. The Receiving Party must use reasonable efforts to maintain the confidentiality of the Confidential Information, including steps to protect it as the Receiving Party takes to protect its own similarly valuable confidential and proprietary information, and in no event less than a reasonable standard of care. All Confidential Information, including, without limitation, all copies of Confidential Information exchanged under this MPA, is and will remain the property of the Disclosing Party and/or Disclosing Party’s licensors.
8.2. Compliance with Law. The Receiving Party may disclose Confidential Information that it is obligated to produce by law or other similar requirement of a governmental agency or a subpoena for the limited purpose required by a court or government agency, so long as the Receiving Party provides the Disclosing Party with written notice in advance of any such disclosure (unless prohibited by law or order), and complies with any applicable protective order or equivalent designed to protect the confidentiality of the Confidential Information.
8.3. Continuing Obligations. Upon termination or expiration of this Agreement, the Receiving Party shall destroy the Disclosing Party’s Confidential Information, unless return of Confidential Information is requested in writing by the Disclosing Party within sixty (60) days after termination or expiration of the Agreement. Notwithstanding foregoing, the Receiving Party shall not be obligated to purge any Disclosing Party Confidential Information archived pursuant to the Receiving Party’s normal document retention practices, subject to the continuing obligations of Section 8.1 with respect to such not-readily accessible, archived Confidential Information. Partner Data Processed by Viedy may be retained by Viedy for as long as necessary to comply with its obligations under this MPA and/or as permitted or required by applicable laws, rules and/or regulations. The obligations of confidentiality, non-use and non-disclosure of Confidential Information shall survive the expiration or termination of this MPA.
8.4. Personal Data. This MPA is subject to the then-current Data Protection Agreement located at: https://legal.viedy.com/partner-dpa, which is incorporated herein by this reference and each Party acknowledges acceptance of its terms. When use of the Viedy Platform requires Viedy to Process Personal Data of Users and Visitors, such Processing will be done in accordance with the Data Protection Agreement.
IX. INDEMNITY
9.1. Viedy Indemnity. Viedy (as an “Indemnifying Party”) agrees to indemnify, hold harmless, and defend (“Indemnify”) Partner, its officers, directors, employees, agents, successors and assignees of each (each a “Partner Indemnified Party”), from and against all Claims because of Viedy’s violation of or failure to comply with Applicable Privacy and Data Security Laws. Viedy’s indemnification obligations are subject to Section 9.3 and limited to the extent and percentage a Claim arises from Partner’s (i) breach of this MPA and/or the Data Protection Agreement, (ii) negligence, (iii) illegal conduct, and/or (iv) willful misconduct.
9.2. Partner Indemnity. Partner (as an “Indemnifying Party”) agrees to Indemnify Viedy, Viedy Affiliates and each of their officers, directors, employees, agents, third party service providers (for products & services resold by Viedy) and Advertisers, successors and assignees of each (each an “Viedy Indemnified Party”), from and against all Claims because of: (a) Partner’s violation of or failure to comply with any applicable law, ordinance, regulation, rule or order (including but not limited to Applicable Privacy and Data Security Laws); (b) Partner’s breach of Section 8; and (c) Partner’s breach of any of its representations and warranties and/or terms in this MPA.
9.3. Requirements. An Indemnifying Party’s obligation to Indemnify pursuant to this Section 9 is subject to (a) the Indemnified Party providing the Indemnifying Party with timely written notice of the Claim, (b) the Indemnified Party giving the Indemnifying Party the sole right to defend, compromise, and settle any such Claim (except where settlement would impose any cost or limitation on the Indemnified Party, or would admit fault by the Indemnified Party without the Indemnified Party’s consent), and (c) the Indemnified Party providing reasonable cooperation and assistance to the Indemnifying Party, at the Indemnified Party’s sole expense. Notwithstanding the foregoing, the Indemnified Party shall be entitled to participate in its own defense at the Indemnified Party’s own expense, although such participation does not reduce or relieve the Indemnifying Party’s obligations under this Section 9.
X. LIMITATIONS OF LIABILITY
10.1 LIMITS. VIEDY’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED FIVE THOUSAND US DOLLARS ($5,000). IN NO CIRCUMSTANCE WILL VIEDY HAVE ANY LIABILITY TO PARTNER, ITS USERS, OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST REVENUES OR OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT VIEDY IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. THIS SECTION DISCLAIMER DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10.2. ALLOCATION OF RISK. THE ABOVE LIMITATIONS ON LIABILITY REFLECT THE PARTIES’ AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
XI. MISCELLANEOUS
11.1. Independent Contractor. Viedy is and shall remain an independent contractor of Partner and nothing herein shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Parties. Neither Party shall have any authority to incur any obligations on behalf of the other Party or to make any promise, representation or contract of any nature on behalf of the other Party.
11.2. Governing Law. The validity, interpretation and performance of this MPA shall be governed and construed in accordance with the laws of Singapore without reference to its choice of law doctrine. Each Party shall be entitled to pursue any and all remedies that are available to it at the relevant court of Singapore. Each Party agrees that it shall not raise, and waives, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction.
11.3. Entire Agreement. This MPA and the Data Protection Agreement represent the entire understanding and agreement between the Parties that related to the subject matter hereof, and supersede any and all prior contracts, agreements, understandings or representations, whether written or oral. The Parties expressly agree that any confidentiality and non-disclosure agreement(s) executed between the Parties prior to the date of this Agreement are terminated and such terms are superseded by the terms of this Agreement. The Parties may agree to additional terms and conditions that are applicable to specific Viedy Platform functionalities and/or services. Each of the Parties acknowledges that there are no other promises, representations, or warranties whatsoever, whether by a Party, its Affiliate, employee, contractor, officer director, agent or attorney of such Party, and acknowledges that it has not executed or authorized the execution of this MPA in reliance upon any such promise, representation or warranty, that is not expressly contained in this MPA.
11.4. Third Party Beneficiaries. This MPA is made solely for the benefit of the Parties to this Agreement. Other than pursuant to a Party’s indemnification obligations (as applicable) and Affiliates, no other person or entity shall have or acquire any right, power or privilege by virtue of this MPA, or have any benefit or interest, arising out of this MPA. Any obligation of Viedy may be performed by an ViedyAffiliate, and the terms of this MPA may be enforced by an Viedy Affiliate. Viedy may amend this MPA (or any part thereof) through publishing the new version on the Viedy website https://legal.viedy.com/media-partner-agreement thus informing Partner of the amendents. Video may send a written notice of amendment to Partner which may be through Partner’s Account or to the email address listed on Partner’s Account.
11.5. Assignment. Partner may not assign this MPA or delegate its duties to any third party without the prior written consent of Viedy, including but not limited to transfers to any successor in interest (such as in a merger, consolidation or sale of all or substantially all of the Party’s stock or assets). Viedy may freely assign and transfer this MPA and delegate its duties. This MPA shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.
11.6. Notice. Except as otherwise permitted by this MPA, any notice required or permitted to be given will be effective only if it is in writing and sent using: (a) Viedy Services; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site for Viedy, with a copy, in the case of Viedy, to [email protected]. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section 11.6. Notices are deemed given upon receipt if delivered using Viedy Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
11.7. Survival/Severability. Except as otherwise provided herein, warranties and obligations contained herein shall survive termination of this MPA, regardless of the reason for such termination, and shall continue in full force and effect. The provisions of this MPA are severable, and if any clause or provisions hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this MPA in any jurisdiction. Any such clause or provision held invalid or unenforceable, in whole or in part, to the extent permitted by law, shall be restricted in applicability or reformed to the minimum extent required for such clause or provision to be enforceable.
11.8. Remedies/Waiver. Unless explicitly stated otherwise, each Party’s rights and remedies whether in contract, law or equity, are cumulative. Any waiver by either Party of any provision or condition of this MPA shall not be construed or deemed to be a waiver of any other provision or condition of this MPA, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver is expressed in writing and signed by the Parties. Delay in the enforcement of any remedy in the event of a breach of any term or condition, or in the exercise by either Party of any right, shall not be construed as a waiver of such remedy or right, unless the MPA provides for a specific period of time for notice of breach or exercise of a right.
11.9. Electronic Signatures/Interpretation. The Parties acknowledge that they have had an opportunity to review this MPA, seek counsel regarding interpretation of its terms, and an opportunity to negotiate and make amendments to these terms. In the event of an ambiguity or question of intent or interpretation arises, this MPA shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this MPA. PARTNER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCTS. Further, Partner hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE HAS COMPLETE AND FULL AUTHORITY AND CAPACITY TO ACT ON BEHALF OF THAT ENTITY. SUCH PERSON AGREES TO INDEMNIFY, DEFEND AND HOLD VIEDY AND ITS AFFILIATES HARMLESS IN THE EVENT THAT THE PERSON WAS NOT AUTHORIZED.
This Media Partner Agreement (“MPA”, “Agreement”), is by and between Brane Pte. Ltd., a Singapore company located at 68 Circular Road #02-01, Singapore 049422 DBA Viedy (“Viedy”), and the individual or entity signing or electronically accepting this Agreement (“you”, “your”, or “Partner”), together referred to as the “Parties” and each individually as a “Party”. This Agreement is entered into on the earlier of, (a) Partner is clicking “Agree” or “Yes” to the terms of this Agreement to gain initial access to, or use of, the Platform, (b) Partner is signing up to any Partner Program referencing this Agreement, or (c) Partner is given access to the Platform (“Effective Date”).
The Media Partner Agreement form part of the Viedy Terms of Service (“TOS”) and are hereby incorporated therein. We periodically update this page by posting a revised copy at https://legal.viedy.com/media-partner-agreement, so please check back here for current information.
DEFINITIONS
1. “Account” means the password protected area within the Products that contains contact information (including for notifications, that is required to be kept up-to-date by User) to access the Viedy Services in accordance with the terms hereof.
2. “Actions” or “Events” means each occurrence, such as a click, lead, install, impression or other action, identified in the Partner Contract that is tracked by or reported to and recorded by Viedy and/or for which Partner is compensated pursuant to the terms of the Partner Contracts.
3. “Advertiser” means each entity with whom the Partner enters into a Partner Contract.
4. “Advertiser Content” means all ad content, including but not limited to visual, written or audible files, videos, and/or recordings, and that is made available to Partner through or for the provision of the the Viedy Services.
5. “Advertiser Data” means confidential or proprietary data supplied by the Advertiser or Visitors or generated through the Viedy Services as a result of Visitors’ interactions with Advertiser Content and their resulting Actions.
6. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control in this context (including its correlative meanings) means direct or indirect possession of the power to direct or cause the direction of the management and policies of such entity, whether through ownership or control of more than 50% of the voting interests of the subject entity, by contract or otherwise.
7. “Applicable Privacy and Data Security Laws” means all privacy, security, and data protection laws, rules and regulations of any applicable jurisdiction, that are applicable to the collection, processing, storage, protection and disclosure of Personal Data.
8. “Claims” means all third party alleged or actual actions, causes of action (of any nature or type), personal injury, claims, damages, demands, disbursements, judgments, legal proceedings, liability, losses, property damage, settlement payments, costs or expenses (including attorneys’ fees and costs).
9. “Confidential Information” means all information or material, whether past, present or future, and whether in oral, written, digital, electronic or other form, that is of or concerning a “Disclosing Party” (Party providing the information or whom the information is about) which is disclosed to or learned by a “Receiving Party” (Party receiving or learning the information), that relates in any way to, or is about, the Disclosing Party, such as its financial data, business plans, pricing, methods, methodologies, processes, lists, intellectual property rights, customer information, products, services, information technology, software user interfaces, programs, research, development and/or marketing strategies, whether or not such information and materials are marked or identified as “confidential”; provided that “Confidential Information” shall not include information which is: (i) approved for release or released by the Disclosing Party for public disclosure; (ii) becomes known publicly through no fault of the Receiving Party; (iii) is lawfully obtained from a third-party free of restrictions on disclosure; (iv) is already known to the Receiving Party; or (v) is developed by or for the Receiving Party independent of the Disclosing Party’s Confidential Information. A Disclosing Party may be authorized by a third party to disclose its information to the Receiving Party on a confidential basis, and it shall be treated by the Receiving Party as “Confidential Information” of the Disclosing Party.
10. "Fees" means, generically, amounts due to Viedy for subscription to and/or use of the Services, that are included on an Order Form or notified to Partner and that Partner has accepted by written consent (which may be by way of click-through acceptance).
11. “Force Majeure” means a delay, failure in performance, loss or damage due to any cause(s) beyond the Party’s reasonable control that is notified to the other Party in writing; however, although an affected Party shall not be deemed in breach due to a Force Majeure, a Party’s payment obligations prior to the Force Majeure may be delayed but not excused.
12. “Intellectual Property” means any product of the human intellect that the law protects from unauthorized use by others, and “Intellectual Property Rights” means any and all right, title and interest in Intellectual Property existing as of the Effective Date or at any time thereafter, worldwide, including all patent, patent application, copyright, trademark, trade name, service mark, service name, trade secret or other proprietary right arising or enforceable under any applicable law, rule, or regulation.
13. “Partner” means the individual or entity that enters into this Agreement with Viedy and does not include (and these terms are void and Viedy Services may not be used by) individuals under the age of 18 years old as well as competitors of, or those using the Viedy Services to compete with, Viedy.
14. “Partner Data” means the Personal Data if any that is provided by Partner or Visitors (or Processed by Viedy about Visitors that visit or use Partner’s website(s) or other promotion methods and means, and that interact with Advertiser Content promoted by Partner in accordance with the terms of this Agreement and the Partner Contracts.
15. “Partner Contract(s)” means the terms and conditions entered into by Advertiser with a Partner with respect to promotion of Advertiser or Advertiser Content, including compensation and other details (such as permitted use, prohibited use, etc.), and that are implemented through the Viedy Services.
16. “Partner Link(s)” means the unique tracking link Partner publishes and promotes on the social media channels.
17. “Partner Rewards” means amounts owed by Advertiser to Partners pursuant to Partner Contracts, which Advertiser remits to Viedy to pass-through payment to Partners.
18. “Payment Service Provider(s)” are third-party financial service providers with respect to payment of Partner Rewards by Users hereunder, including, payments from Advertiser and settlement of Reward to Partner as part of the Partner Contract.
18. “Personal Data” means information Processed by Viedy that relates to, describes, is capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular natural person either as individual or as part of a household, whether on its own or in the aggregate with other information Processed by Viedy, and excludes anonymous or anonymized information.
19. “Process(ing)” means any operation or set of operations that is performed by Viedy and/or Viedy Services, including by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, performance, disclosure by transmission, dissemination or making available (including making available to view), transfer, alignment or combination, blocking, erasure or destruction.
20. “Users” are Partners, Advertisers, and any other person authorized to access an Account.
21. “Viedy” means Brane Pte. Ltd., or an Affiliate of Brane Pte. Ltd.
22. “Viedy Non-Personal Data” means statistical information and metrics derived from the performance of the Viedy Services, that is anonymous, anonymized or not Personal Data; and is Confidential Information of Viedy.
23. “Viedy Platform” means software owned and/or hosted by Viedy, that is licensed to Partner on a free or subscription basis for software-as- a-service (“SaaS”), or services performed by or on behalf of Viedy and that are ancillary or supplemental to Viedy’s use of the Services, whether or not subject to separate Fees.
24. “Viedy Services” means the Services, platform, documents, software, works of authorship, inventions, technology, hardware, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, and other tangible or intangible technical material or information of Viedy.
25. “Visitor” means an individual that is a consumer or customer/prospective customer of and that interacts with Advertiser Content, such as clicking on a text link or banner, filling out the Advertiser’s lead form, making a purchase from the Advertiser, etc.
I. USE OF SERVICES
1. License. Subject to the terms of this Agreement, Viedy licenses to Partner access to and use of the Viedy Services on a non-exclusive, revocable basis for the purpose of Partner’s partnerships (and to enter into partnerships) with Advertisers and pursuant to Partner’s performance under Partner Contracts. Viedy may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
2. Intermediary Services. Subject to any applicable account settings that You select, You may grant Viedy an authority to enter to Partner Contracts with Advertisers on Your behalf with the right to sub-license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part). The conditions of such Partner Contracts are determined by Viedy at its own discretion and in good will. During the execution of such Partner Contracts Viedy may receive a monetary compensation from Advertiser.
The Partner Rewards in this case are remitted by Viedy to You in accordance with the conditions of such Partner Contracts and Chapter IV of this MPA. In no event will Viedy be liable to Partner for delivering Partner Rewards unless full payment is made by Advertisers to Viedy of all amounts owed by the Advertiser to Viedy. Though Viedy promises to execute due diligence in the choice of Advertisers, Viedy will not be liable for any Advertiser’s acts, errors or omissions.
3. SNS Account. When using the Services, Partner may need to set up an account by registering certain information. Partner must register true, accurate and complete information, and must revise the same to keep such information up-to-date at all times. Viedy reserves the right to delete any account that has been inactive for a period of one (1) year or more since its last activation, without any prior notice to the applicable User. Any and all rights of a User to use the Service shall cease to exist when such User’s account has been deleted for any reason. Please take note that an account cannot be retrieved even if a User has accidentally deleted their account.
You may connect your Account with one or more your valid accounts on the social networking service (“SNS Account”), by allowing Viedy to access them, as is permitted under the applicable terms and conditions that govern your use of each SNS Account.
You represent you have the the right to disclose your SNS Account login information to Viedy and/or grant Viedy access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by your of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Viedy to pay any fees or making Viedy subject to any usage limitations imposed by such third-party service providers.
4. SNS Content. By granting Viedy access to any SNS Accounts, you understand that Viedy may access, makes available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Partner Content for all purposes of the Agreement.
Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Services. Please note that if a SNS Account or associated service becomes unavailable or Viedy’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND VIEDY DISCLAIMS ANY LIABILITY FOR ANY INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Viedy makes no effort to review any SNS Content for any purpose, including, but not limited to, for accuracy, legality or noninfringement, and Viedy is not responsible for any SNS Content.
II. RESTRICTED ACTIVITIES
1. General Restrictions. Partner will conduct its business and activities in a manner that promotes a good, positive image and reputation for Advertisers and the Viedy Services. Without limiting the generality of the foregoing, Partner shall not: (a) share, rent or use the Viedy Services for the benefit of any person or entity other than Partner; (b) modify, copy, reverse compile, disassemble, reverse engineer, decompile, prepare derivative works based on, the Viedy Services, or attempt in any manner to derive its source code; (c) hack, abuse, adversely interfere with the Viedy Services, or infect the Viedy Services with viruses, worms or other malicious or destructive code.
2. Partner Content Restrictions. You agree that you will not transmit, submit or upload any Partner Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
3. Use Approved Methods. Partner must promote each Advertiser using only those methods approved or prescribed by the Advertiser, and in any case not through: (i) provision of leads obtained other than through intended Visitor action (e.g. through scraping or other data mining, or through use of compilations of personal data); (ii) use of fake redirects, automated software, or other mechanisms to generate actions; and/or (iii) actions using any device, robot, Iframes or hidden frames; or (iv) adware, spyware or malware. If Partner wants to use applications to deliver Advertiser Content, Partner must disclose to the Visitor a clear and concise description of the core functionality of the applications (including a description of that functionality that is Media Partner’s source of revenue). Further, Partner must meet or exceed then-current industry standards for applications (such as getting Visitor’s consent to download/install, etc.).
4. Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof.
Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any rewards in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.
5. Compliance/Quality. Partner agrees that when using the Viedy Services, it will only publish, transmit, upload and/or distribute information, data, content and material about Partner, Advertisers and Advertiser Content that is legal, accurate, and in accordance with the Partner Contracts agreed with the Advertisers. If Partner intends to use incentives to promote an Advertiser and procure clicks, leads or sales, Partner is required to notify the Advertiser prior to entering into a Partner Contract, and Partner’s use of incentives must be in a bona fide way. Additionally, Partner and its website(s) and promotional means must comply with all rules, laws, regulations and industry standards, the Partner Contracts, and be of high quality (including but not limited to: not depicting nudity of any sort (including cartoons, fantasy art or manga); not misrepresenting the source of anything posted or uploaded, including impersonation of another individual or entity; not including unauthorized content of someone else's or otherwise violating their intellectual property rights, rights of privacy or publicity; not harming or exploiting minors in any way; not threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating an individual or group of individuals for any reason (including on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or incite or encourage anyone else to do so); not harming or disrupting, or intending to harm or disrupt, an Visitor's computer; not containing or being considered to contain 'junk mail', 'spam', 'chain letters', or 'pyramid schemes'; and/or not attempting to manipulate services of others, including but not limited to ranking and reputation systems, interception of Visitor traffic (i.e. through cookie stuffing or other means) or collude with others to do any of the foregoing).
6. Consequences. Breach of these Section II may result in suspension of a User’s access and use of the Services, or immediate termination of this Agreement.
III. OWNERSHIP & RESERVATION OF RIGHTS
1. The Viedy Platform and Services. Except with respect to your Content, you agree that Viedy and its suppliers own all rights, title and interest in the Services (including but not limited to, any titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, chat transcripts, and Influence.co server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.
2. Trademarks. Viedy's stylized name and all related graphics, logos, service marks and trade names used on or in connection with any of the Services are the trademarks of Viedy and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
3. Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Services.
4. Partner Content. Viedy does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
5. License to Partner Content. Subject to any applicable account settings that you select, you grant Viedy a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Influence.co, are responsible for all of Your Content that you Make Available on or in the Services.
6. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Services, you hereby expressly permit Viedy to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
7. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Viedy in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
8. Feedback. Viedy encourages Partners to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to Viedy Services and related resources (“Feedback”). To the extent Partner provides Feedback, Partner grants to Viedy and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the Viedy Services) without restriction. Partner shall ensure that: (a) Feedback does not identify Partner, its Affiliates, or Users, or include any Partner Data; and (b) Partner has obtained requisite authorization from any User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Partner Confidential Information.
9. Screening & Removal. You acknowledge and agree that Viedy may or may not, at Viedy's discretion, pre-screen User Content (including Advertiser Content) before its appearance on the Services, but that Viedy has no obligation to do so. You further acknowledge and agree that Viedy reserve the right (but do not assume any obligation) in Viedy's sole discretion to reject, move, edit, or remove any User Content that is Posted to the Services. Without limiting the foregoing, Viedy has the right to remove any User Content that violates these Terms or is otherwise objectionable in Viedy's sole discretion. You acknowledge and agree that Viedy do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
IV. PAYMENT OF COMPENSATION & TAXES
1. Payment. All Partner Rewards for compensable Events tracked by Viedy or reported and/or recorded through the Viedy Services must be paid by Advertisers through Viedy in the Partner Contract currency, unless Partner elects within its Account to receive payment in another currency (which will be subject to processing, including associated costs and charges, via foreign exchange). Payment shall be made pursuant to the terms of each Partner Contract. In no event will Viedy be liable to Partner for such compensation amounts unless full payment is made by the Advertiser to Viedy of all amounts owed by the Advertiser to Viedy, as well as all amounts owed to all of the Advertiser’s partners (including Partner). Viedy may offset amounts owed by Partner to Advertisers (or Viedy) from amounts credited to Partner’s Account as compensation under Partner Contracts. Reward amounts may be disqualified pursuant to Partner Contract terms, and if already paid out to Partner, Viedy (on the Advertiser’s behalf) may seek return of compensation from Partner that was previously paid out, even after the effective date of termination. Payment of any amounts earned by Advertisers is subject to Partner complying with all relevant laws, rules and regulations, including those concerning tax form completion and meeting minimum thresholds for payment, which may vary based upon the payment method elected by Partner. If Partner does not accurately complete any such required forms as per the requirements of the relevant jurisdiction and/or Viedy is unable to verify the information and/or documents submitted by Partner, amounts earned by Partner shall be subject to the Account Management Fees as per Section IV.3.
2. Taxes. With respect to Partner Rewards and Viedy fees (if any), Partner is solely responsible for any taxes, levies, duties or similar governmental assessments of any nature that are assessable by any jurisdiction whatsoever (collectively, “Taxes”). If Viedy has a legal obligation to pay, withhold or collect Taxes for which Partner is responsible under this Agreement and/or the Partner Contracts, Viedy will invoice Partner and Partner will pay that amount unless Viedy is able to deduct such amount from Partner’s Account (i.e., from Partner Partner credited to Partner’s Account), or if Partner provides Viedy with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Viedy is solely responsible for taxes assessable against Viedy based on Viedy's income, property and employees. All late charges, penalties or interest due to Partner’s late payment of Taxes invoiced to Partner are solely the responsibility of Partner.
3. Fees & Account Management Fees. If Viedy offers and Partner requests (which may be by way of click-through) optional services of Viedy for which there are fees, Partner is responsible for all such fees and they may be deducted from any Partner Rewards credited to Partner’s Account or invoiced to Partner and payable net thirty (30) days from Partner’s receipt. Partner is obligated to maintain accurate contact information on its Account, including providing Viedy with the relevant tax identification information. If Partner does not keep such information up to date and Viedy is unable to process compensation payments to Partner after six (6) months from when Partner was eligible to be paid, Viedy will deduct a fee of One hundred US Dollars ($100) per month (“Account Management Fees”) unless and until Partner comes into compliance, or until the Account balance is zero.
4. Advertising Revenue. Viedy reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Viedy has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Influence.co as a result of such advertising).
5. Payment Methods. Except for Viedy’s role as a limited payment agent for Partner, Viedy does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Viedy cooperate with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Viedy is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method.
6. Compliance. Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, Viedy and Payment Service Providers will collect, store and analyze your payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary for processing payments. Except for payment amount and payment status details stored in your dashboard, Viedy does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.
7. Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Viedy.
8. Appointment of Viedy as Payment Agent. Partner hereby appoint Viedy as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of rewards (via its Payment Services Provider, if applicable) from Advertiser for promotion of Advertiser or Advertiser Content provided in connection with Partner Contracts.
Partners agree that rewards received from Advertiser by Viedy will be considered the same as rewards made directly to Contractors, regardless of whether Viedy remits or fails to remit the reward to Partner. Partner also authorize Viedy in its role as Payment Agent to:
- hold, disburse and retain rewards on behalf of Viedy pursuant to this Agreement, or otherwise instruct Viedy’s Payment Service Providers to do so;
- issue refunds to Advertisers at the request of Partner; and
- manage Advertiser credit and debit card chargebacks on behalf of Viedy.
In accepting appointment as Payment Agent, Viedy assumes no liability whatsoever for any acts or omissions of Partners related to Partner Contracts, Forms, or this Agreement, failure by Partners to provide the Services in accordance with Partner Contracts, or failure by Advertiser to make payments owed to Partners, and Partners understand that Viedy’s obligation to pay Partners is subject to and conditional upon Viedy’s actual receipt of payment from Advertiser. Partners further authorize Viedy to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the Singapore; provided, that, Viedy will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Partners represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Advertiser’s payment obligations to Partners will be satisfied upon receipt of payment by Viedy (or its Payment Service Provider, as applicable), and Viedy (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Partners in the manner described in this Agreement. In the event that Viedy (via its Payment Service Provider) does not remit any such amounts to a Partner, the Partner will have recourse for non-payment solely against Viedy, and not Advertiser. Partners agree that Viedy may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Advertisers that Viedy may deem necessary or prudent.
V. NON-SOLICITATION
During all periods of your access to or use of the Viedy Services and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, work for any Advertiser whom you become aware of in connection with your interaction with Viedy. You also agree that you will not refer such Advertiser directly to parent, sibling, or other affiliated companies.
Because it is impossible to fix with certainty the damage to Viedy for breach of this Section, the parties agree that Partner will pay, for each breach of this Section, as liquidated damages, an amount equal to $25,000 (twenty five thousand U.S. dollars). Such amount will be due and payable by Partner within ten (10) business days of receipt of an invoice from Viedy.
VI. TERM & TERMINATION
1. General. This Agreement commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
Partner may terminate this Agreement upon written notice to Viedy or stop using the Viedy Services at any time. Viedy may terminate this Agreement by written notice: (a) upon ten (10) days’ notice (a “Notice Period”) to Partner due to Partner’s and/or its Users’ breach of this Agreement if such breach is not cured prior to the end of the Notice Period (unless incurable, or if a repeated breach, then prior written notice is not required); (b) due to Viedy’s continued delay or inability to provide the Viedy Services or due to any cause(s) beyond Viedy’s control (a “Force Majeure”); or (c) for any or no reason upon thirty (30) days prior written notice (a “Notice Period”). Termination is effective as of the end of the Notice Period (if prior written notice is required and the conditions for termination are met), or upon written notice in all other cases.
2. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Viedy will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Viedy may seek return of Partner Reward previously paid out, even after the effective date of termination, due to Partner’s non-compliance with this Agreement and/or the Partner Contracts. Post-termination obligations in Section VIII.3 shall apply to each Party’s Confidential Information and/or the Data Protection Agreement with respect to Personal Data.
VII. REPRESENTATIONS AND WARRANTIES
1. Partner represents and warrants to that the statements contained in this Section are true and correct as of the Effective Date and shall continue to be true and correct through the date of termination of this MPA (unless stated otherwise). VIEDY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND FITNESS FOR A PARTICULAR PURPOSE. VIEDY SERVICES ARE PROVIDED “AS IS”. VIEDY DOES NOT WARRANT THAT THE VIEDY PLATFORM WILL RUN UNINTERRUPTED OR BE ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF VIEDY PLATFORM OR AS TO ANY USABILITY OR AVAILABILITY OF CONTENT, ADVERTISER DATA, OR PARTNER DATA PROCESSED BY VIEDY. IN NO EVENT WILL VIEDY BE LIABLE FOR ACTS, ERRORS OR OMISSIONS OF THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS).
2. Partner represents and warrants that: (i) it has full power and authority to execute, deliver and perform its obligations under this MPA, and will do so without conflict with any obligation, contract, lease, license, third party’s rights, applicable law or agreement to which Partner is a party or by which Partner is bound; (ii) in performance of this MPA and its use of the Viedy Platform, Partner will comply with all applicable laws (including but not limited to applicable Privacy and Data Security laws); (iii) it has the right to transmit all Partner Data through the Viedy Plaform; (iv) it will use the Advertiser Content and promote the Advertisers pursuant to the terms of this MPA (including the Data Protection Agreement) and the Partner Contracts, and will not use Advertiser Content or promote the Advertiser in a way that infringes or misappropriates any third party’s Intellectual Property Rights or violates applicable law, rule or regulation; and, as applicable, (v) it has and will at all times comply with Applicable Privacy and Data Security Laws, including but not limited to making legally required notices to and/or obtaining any legally required consents from each Visitor for Viedy, as a service provider of Partner, to Process the Visitor’s Personal Data pursuant to the Data Protection Agreement.
VIII. CONFIDENTIAL INFORMATION
8.1. Scope. The Receiving Party shall prevent disclosure of the Disclosing Party’s Confidential Information to anyone (including employees, contractors and agents) other than those with a need to know such Confidential Information for the purposes of this Agreement, and who are contractually obligated to keep Disclosing Party’s Confidential Information confidential. The Receiving Party may use the Disclosing Party’s Confidential Information only for the purposes permitted under this MPA. Disclosure to third parties may be made only to those that the Disclosing Party has authorized such disclosure (including Advertisers for the purpose and/or prospect of Partner Contracts), and Confidential Information shall include information provided by Advertisers that is authorized for disclosure to Partner. The Receiving Party must use reasonable efforts to maintain the confidentiality of the Confidential Information, including steps to protect it as the Receiving Party takes to protect its own similarly valuable confidential and proprietary information, and in no event less than a reasonable standard of care. All Confidential Information, including, without limitation, all copies of Confidential Information exchanged under this MPA, is and will remain the property of the Disclosing Party and/or Disclosing Party’s licensors.
8.2. Compliance with Law. The Receiving Party may disclose Confidential Information that it is obligated to produce by law or other similar requirement of a governmental agency or a subpoena for the limited purpose required by a court or government agency, so long as the Receiving Party provides the Disclosing Party with written notice in advance of any such disclosure (unless prohibited by law or order), and complies with any applicable protective order or equivalent designed to protect the confidentiality of the Confidential Information.
8.3. Continuing Obligations. Upon termination or expiration of this Agreement, the Receiving Party shall destroy the Disclosing Party’s Confidential Information, unless return of Confidential Information is requested in writing by the Disclosing Party within sixty (60) days after termination or expiration of the Agreement. Notwithstanding foregoing, the Receiving Party shall not be obligated to purge any Disclosing Party Confidential Information archived pursuant to the Receiving Party’s normal document retention practices, subject to the continuing obligations of Section 8.1 with respect to such not-readily accessible, archived Confidential Information. Partner Data Processed by Viedy may be retained by Viedy for as long as necessary to comply with its obligations under this MPA and/or as permitted or required by applicable laws, rules and/or regulations. The obligations of confidentiality, non-use and non-disclosure of Confidential Information shall survive the expiration or termination of this MPA.
8.4. Personal Data. This MPA is subject to the then-current Data Protection Agreement located at: https://legal.viedy.com/partner-dpa, which is incorporated herein by this reference and each Party acknowledges acceptance of its terms. When use of the Viedy Platform requires Viedy to Process Personal Data of Users and Visitors, such Processing will be done in accordance with the Data Protection Agreement.
IX. INDEMNITY
9.1. Viedy Indemnity. Viedy (as an “Indemnifying Party”) agrees to indemnify, hold harmless, and defend (“Indemnify”) Partner, its officers, directors, employees, agents, successors and assignees of each (each a “Partner Indemnified Party”), from and against all Claims because of Viedy’s violation of or failure to comply with Applicable Privacy and Data Security Laws. Viedy’s indemnification obligations are subject to Section 9.3 and limited to the extent and percentage a Claim arises from Partner’s (i) breach of this MPA and/or the Data Protection Agreement, (ii) negligence, (iii) illegal conduct, and/or (iv) willful misconduct.
9.2. Partner Indemnity. Partner (as an “Indemnifying Party”) agrees to Indemnify Viedy, Viedy Affiliates and each of their officers, directors, employees, agents, third party service providers (for products & services resold by Viedy) and Advertisers, successors and assignees of each (each an “Viedy Indemnified Party”), from and against all Claims because of: (a) Partner’s violation of or failure to comply with any applicable law, ordinance, regulation, rule or order (including but not limited to Applicable Privacy and Data Security Laws); (b) Partner’s breach of Section 8; and (c) Partner’s breach of any of its representations and warranties and/or terms in this MPA.
9.3. Requirements. An Indemnifying Party’s obligation to Indemnify pursuant to this Section 9 is subject to (a) the Indemnified Party providing the Indemnifying Party with timely written notice of the Claim, (b) the Indemnified Party giving the Indemnifying Party the sole right to defend, compromise, and settle any such Claim (except where settlement would impose any cost or limitation on the Indemnified Party, or would admit fault by the Indemnified Party without the Indemnified Party’s consent), and (c) the Indemnified Party providing reasonable cooperation and assistance to the Indemnifying Party, at the Indemnified Party’s sole expense. Notwithstanding the foregoing, the Indemnified Party shall be entitled to participate in its own defense at the Indemnified Party’s own expense, although such participation does not reduce or relieve the Indemnifying Party’s obligations under this Section 9.
X. LIMITATIONS OF LIABILITY
10.1 LIMITS. VIEDY’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED FIVE THOUSAND US DOLLARS ($5,000). IN NO CIRCUMSTANCE WILL VIEDY HAVE ANY LIABILITY TO PARTNER, ITS USERS, OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST REVENUES OR OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT VIEDY IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. THIS SECTION DISCLAIMER DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10.2. ALLOCATION OF RISK. THE ABOVE LIMITATIONS ON LIABILITY REFLECT THE PARTIES’ AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
XI. MISCELLANEOUS
11.1. Independent Contractor. Viedy is and shall remain an independent contractor of Partner and nothing herein shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Parties. Neither Party shall have any authority to incur any obligations on behalf of the other Party or to make any promise, representation or contract of any nature on behalf of the other Party.
11.2. Governing Law. The validity, interpretation and performance of this MPA shall be governed and construed in accordance with the laws of Singapore without reference to its choice of law doctrine. Each Party shall be entitled to pursue any and all remedies that are available to it at the relevant court of Singapore. Each Party agrees that it shall not raise, and waives, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction.
11.3. Entire Agreement. This MPA and the Data Protection Agreement represent the entire understanding and agreement between the Parties that related to the subject matter hereof, and supersede any and all prior contracts, agreements, understandings or representations, whether written or oral. The Parties expressly agree that any confidentiality and non-disclosure agreement(s) executed between the Parties prior to the date of this Agreement are terminated and such terms are superseded by the terms of this Agreement. The Parties may agree to additional terms and conditions that are applicable to specific Viedy Platform functionalities and/or services. Each of the Parties acknowledges that there are no other promises, representations, or warranties whatsoever, whether by a Party, its Affiliate, employee, contractor, officer director, agent or attorney of such Party, and acknowledges that it has not executed or authorized the execution of this MPA in reliance upon any such promise, representation or warranty, that is not expressly contained in this MPA.
11.4. Third Party Beneficiaries. This MPA is made solely for the benefit of the Parties to this Agreement. Other than pursuant to a Party’s indemnification obligations (as applicable) and Affiliates, no other person or entity shall have or acquire any right, power or privilege by virtue of this MPA, or have any benefit or interest, arising out of this MPA. Any obligation of Viedy may be performed by an ViedyAffiliate, and the terms of this MPA may be enforced by an Viedy Affiliate. Viedy may amend this MPA (or any part thereof) through publishing the new version on the Viedy website https://legal.viedy.com/media-partner-agreement thus informing Partner of the amendents. Video may send a written notice of amendment to Partner which may be through Partner’s Account or to the email address listed on Partner’s Account.
11.5. Assignment. Partner may not assign this MPA or delegate its duties to any third party without the prior written consent of Viedy, including but not limited to transfers to any successor in interest (such as in a merger, consolidation or sale of all or substantially all of the Party’s stock or assets). Viedy may freely assign and transfer this MPA and delegate its duties. This MPA shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.
11.6. Notice. Except as otherwise permitted by this MPA, any notice required or permitted to be given will be effective only if it is in writing and sent using: (a) Viedy Services; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site for Viedy, with a copy, in the case of Viedy, to [email protected]. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section 11.6. Notices are deemed given upon receipt if delivered using Viedy Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
11.7. Survival/Severability. Except as otherwise provided herein, warranties and obligations contained herein shall survive termination of this MPA, regardless of the reason for such termination, and shall continue in full force and effect. The provisions of this MPA are severable, and if any clause or provisions hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this MPA in any jurisdiction. Any such clause or provision held invalid or unenforceable, in whole or in part, to the extent permitted by law, shall be restricted in applicability or reformed to the minimum extent required for such clause or provision to be enforceable.
11.8. Remedies/Waiver. Unless explicitly stated otherwise, each Party’s rights and remedies whether in contract, law or equity, are cumulative. Any waiver by either Party of any provision or condition of this MPA shall not be construed or deemed to be a waiver of any other provision or condition of this MPA, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver is expressed in writing and signed by the Parties. Delay in the enforcement of any remedy in the event of a breach of any term or condition, or in the exercise by either Party of any right, shall not be construed as a waiver of such remedy or right, unless the MPA provides for a specific period of time for notice of breach or exercise of a right.
11.9. Electronic Signatures/Interpretation. The Parties acknowledge that they have had an opportunity to review this MPA, seek counsel regarding interpretation of its terms, and an opportunity to negotiate and make amendments to these terms. In the event of an ambiguity or question of intent or interpretation arises, this MPA shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this MPA. PARTNER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCTS. Further, Partner hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE HAS COMPLETE AND FULL AUTHORITY AND CAPACITY TO ACT ON BEHALF OF THAT ENTITY. SUCH PERSON AGREES TO INDEMNIFY, DEFEND AND HOLD VIEDY AND ITS AFFILIATES HARMLESS IN THE EVENT THAT THE PERSON WAS NOT AUTHORIZED.
media partner agreement
