1. TERM
As the founder of RiseAura Media, I am honored to share our journey with you. Our vision is simple yet powerful: to revolutionize the digital marketing landscape in India with innovative ad-tech solutions.
2. SCOPE AND PROVISION OF INVENTORY
As a supply partner to RISEAURA, you agree to participate in Marketing Platform to facilitate distribution of Advertisements of Demand Partners on Your Network (collectively “Inventory”). You may also elect to participate in the mediation platform provided by RISEAURA which allows You to serve Your or third-party Advertisements that You make available for display on the applications and websites that You designate based upon the criteria selected by You (“Mediation Platform”).
With effect from the Effective Date, RISEAURA shall, subject to these Conditions,
(a) make available and allow You to access the Marketing Platform or Mediation Platform, as the case may be;
(b) make available to You (by download or any other method notified to You) a copy of SDK, VAST Tags, API and any other RISEAURA Materials or Advertisements which RISEAURA deems appropriate in the context of this Contract.
You acknowledge and agree that it is Your responsibility to ensure that You have appropriate security for Your computers, software, data and applications including any systems that You use to provide Inventory or access any RISEAURA Materials or platforms and that RISEAURA shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your provision of Inventory or use of the RISEAURA Materials or platforms. You also agree to comply with the terms and conditions of any application distribution platform where Your application or site is made available for download.
You acknowledge that RISEAURA is not obligated to fill Your Inventory with demand or allow You to access the Mediation Platform and/or RISEAURA Materials. Further, you acknowledge and agree that:
nothing in this Contract guarantees that RISEAURA’s platforms or RISEAURA Materials and/or Advertisements will be free from interruption or errors,
there will be periods when the same is unavailable and cannot be accessed. RISEAURA shall not be liable for any loss or damage You may suffer or incur as a result of the suspension of engagement in relation to the foregoing (apart from any undisputed accrued payments due to a Party).
3. PROPRIETARY RIGHTS
You acknowledge that You have and gain no rights in the Services, Advertisements and/ or in any RISEAURA Materials or RISEAURA platforms/offerings or the Intellectual Property Rights in or relating to them save as expressly provided in the Contract.
RISEAURA grants to You, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable (unless permitted in writing) license in RISEAURA Materials, that are provided to You by RISEAURA, at its sole discretion, for the term of the Contract to solely provide Inventory or access the Mediation Platform, to the extent applicable.
As of the Effective Date, RISEAURA grants to You a limited, revocable, non-exclusive, non-transferable license for the term of the Contract to use the RISEAURA Materials solely for the purpose of enabling You to provide Inventory or participate in the Mediation Platform. You will have no right to copy, modify, perform, display, reproduce, make derivative works of, distribute and/or use the Advertisements or RISEAURA Materials for any other purpose. You shall comply with any and all reasonable instructions, policies, conditions and security requirements in respect thereof as shall from time to time be notified to You by RISEAURA or updated on RISEAURA website from time to time, as relevant to You. RISEAURA reserves all right, title and interest in RISEAURA Materials, platforms and offerings. There are no implied licenses under the Contract, and any rights not expressly granted to You hereunder are reserved by RISEAURA.
To the extent You are required to display any RISEAURA trademarks on Your Inventory for distributing the Ads, the same will be permitted by RISEAURA in accordance with its guidelines and You will have no further right to use, reproduce or allow others to use or reproduce any RISEAURA trademarks. You acknowledge that RISEAURA operates a transparent Marketing Platform, and Your identity including Your logo will be disclosed to the Demand Partner who utilizes Your Inventory and to such extent You permit RISEAURA to use Your name, logo and trademarks.
4. USE RESTRICTIONS
You represent and warrant that You shall not:
(a) in the course of provision of Inventory or use of Mediation Platform, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment thereof by, any other person;
(b) deliberately, recklessly, or maliciously introduce any computer viruses, worms, logic bombs or similar malware into any RISEAURA or third-party systems;
(c) distribute the RISEAURA Materials to any third party or provide any Inventory that You do not have the right to provide;
(d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of RISEAURA Materials, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
(e) assist or attempt to assist any unauthorized third parties in obtaining access to RISEAURA Materials or platforms/offerings without RISEAURA’s express authorization;
(f) re-order, modify, edit, obscure or truncate in any way the Advertisements including without limitation, the advertising content, graphics, format, audio, video, sequence, or any aspect of the RISEAURA Materials;
(g) share, display or disclose any RISEAURA Materials including Advertisements on any part of Your Network or Inventory in violation of the Content Guidelines for Supply Partners as available on RISEAURA’s website or that may be considered to contain any hate-related, pornographic, libelous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights;
(h) engage in any Fraudulent Activities or illegal practices and shall comply with all laws that apply to You or Your obligations under this Contract.
You shall be responsible and liable to RISEAURA for all acts or omissions of Your personnel in accessing and use of the RISEAURA Materials, platforms and Advertisements. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.
4.3 Additional Restrictions
You shall not and shall ensure that Your third parties shall not (unless authorized),
(a) frame or resize, redirect, minimize, remove or otherwise inhibit the full and complete display of any third-party website accessed through an Advertisement, on a web page (“Third Party Page”) or otherwise provide anything other than a direct link from an Advertisement to an Third Party Page;
(b) on any Inventory, knowingly display content that is pornographic, hate-related, violent in content, libelous or otherwise illegal;
(c) directly or indirectly distribute the Advertisements in, any media (including email or third-party software application, download, website) other than the Inventory;
(d) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Advertisement, or any part, copy, or derivative thereto;
(e) knowingly disseminate malware; or
(f) publish Advertisements in violation of any specific Advertiser requirements to the extent communicated by RISEAURA in advance. You shall not and shall ensure your third parties shall not distribute Advertisements on any Inventory (including materials displayed in any Inventory) or provide materials that are not in compliance with applicable laws and regulations or that breach any third party rights including Intellectual Property Rights or consumer protection rights.
5. DATA
Each Party agrees to comply with its obligations with respect to End User data as stated in this Contract and as applicable to it in its processing thereof under relevant privacy laws. Each Party shall provide for a conspicuous privacy policy …
If Your Network or Inventory is based in the United States of America (U.S.) … you will obtain verifiable user or parental consent, as required … for the collection and sharing of Your Data with RISEAURA and you will specifically identify to RISEAURA the applications/Inventory that are directed to children. RISEAURA may elect not to serve any behavioural advertising on Inventory targeted to children.
6. PAYMENTS
Subject to the Conditions of this Contract and for provision of Inventory, RISEAURA MEDIA shall pay You Cost Per Thousand impressions (“CPM”) basis, the rate which will be set by You in the Marketing Platform or by RISEAURA MEDIA at Your behest, which rate shall be deemed to be final, unless the same is disputed by You, in writing (email sufficient), within five (5) business days of such rate being set in the Marketing Platform. Notwithstanding the above, RISEAURA MEDIA will have the right to reduce an amount, from the monthly invoice, which is equal to and not more than any fees charged to RISEAURA MEDIA, by Your mediation platform (if any), required to gain access to Inventory.
RISEAURA MEDIA shall provide You with reasonable access to its online dashboard (“Dashboard”) which shall be used for monthly calculations of the payment to be made by RISEAURA MEDIA to You. The Dashboard shall, on the 6th of every calendar month, reflect the amounts payable by RISEAURA MEDIA to You for the preceding calendar month (“Dashboard Date”), unless You are monetizing through RISEAURA MEDIA’s affiliate promotion channel (off-network) in which case monthly calculations of the payment to be made by RISEAURA MEDIA shall be as per the confirmation shared by the RISEAURA MEDIA partner manager (email accepted), and RISEAURA MEDIA will make the payment within sixty (60) days
(a) of the Dashboard Date; or (b) from the date of receipt by RISEAURA MEDIA of a valid invoice raised by You, whichever is later, provided the amounts are collected by RISEAURA MEDIA from applicable advertisers or Demand Partners. The payment shall be made after the conversion of the amounts in the local currency (if applicable) subject to You providing RISEAURA MEDIA complete and accurate information relating to remittance of payment. In case of any conflict with the amount payable under the Dashboard and the amount as raised in the invoice, the amount as reflected in the Dashboard shall prevail.
All payments will be made in US dollars ($US) unless otherwise agreed (email accepted). Notwithstanding the foregoing and Section 6.2, the payment for supply partners and application developers based out of China, Korea or India will be made in the local currency only and the payment period may vary, unless otherwise agreed by Parties in writing.
RISEAURA MEDIA will pay via Electronic Wire or PayPal subject to the Supply Partner providing and updating the complete and accurate payment information in the Dashboard. Wire transfers will be used only for payments exceeding US Dollars Three Hundred (US$300). To qualify for payments through PayPal, the accrued unpaid earning needs to exceed US Dollar Fifty (US$50) and shall not exceed US Dollars Ten Thousand (US$10,000), and for any payments above US Dollars Ten Thousand (US$10,000), Supply Partner shall provide bank account details for wire transfer and Supply Partner will be liable for all associated fees. If Supply Partner’s monthly payment does not meet this minimum threshold amount, the accrued balance of less than minimum threshold amount will roll over to the next month and will continue to roll over monthly until the unpaid cumulative balance reaches the minimum threshold amount and become eligible for payment.
6.4 Foreign Exchange Conversion
Any conversion from local currency to USD and from USD to any local currency would be at the current average exchange rate officially published by www.oanda.com based on the monthly average exchange rate for such month (month of burn) …
Where RISEAURA MEDIA has made payments to You against applicable invoices and for a period of 90 days from such payment, RISEAURA MEDIA remains unpaid by its corresponding Demand Partners or a makegood is levied for such Inventory, RISEAURA MEDIA shall have the right to offset the said unpaid amounts from future payments to be made to You. To the extent You elect for the Payment Protection provision set out hereunder, RISEAURA MEDIA shall not exercise its right under this Section 6.5. Payment Protection: You can ensure that RISEAURA MEDIA shall remit payments to You irrespective of whether it receives payment from the corresponding Demand Partners and shall not exercise its right to offset future amounts as per Section 6.5. If this option is elected to avail Payment Protection, You acknowledge that RISEAURA MEDIA shall have the right to apply a discount of two (2%) percent on the total payments due to Supply Partner for the relevant payment cycle.
In the event of an error in payments made to You as determined by RISEAURA MEDIA, whether as a result of inaccurate information provided by a third party or otherwise, RISEAURA MEDIA shall allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to You.
If You elect to upgrade to RISEAURA MEDIA’s premium Mediation Platform offering requiring value-added services from RISEAURA MEDIA, then You will be charged a fee set forth in a separate insertion order for Advertisements served on Inventory …
RISEAURA MEDIA reserves the right to discontinue Your participation in the Mediation Platform as a supply partner, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if RISEAURA MEDIA reasonably suspects that any of the following have occurred on Your Network or Inventory …
Taxes and other charges
All payments are inclusive of taxes …
7. MARKETING
You grant to RISEAURA MEDIA any and all necessary rights and permissions to use Your mobile web, site or app trademarks, trade names, logos, copyrights …
8. CONFIDENTIALITY
Each Party acknowledges that Confidential Information under its control may be disclosed to the other Party … RISEAURA MEDIA retains the right to share certain of Your information including data related to Your Network …
Return of Confidential Information
Upon termination of this Contract …
Remedies
Each Party acknowledges that any breach of its confidentiality obligations would cause irreparable injury …
Each Party may disclose the existence of this Contract …
9. DATA – COLLECTION AND USE CASE
All references are replaced with RISEAURA MEDIA. All obligations regarding data collection, processing, sharing, GDPR, CCPA compliance, Opt-Out handling, privacy policies, third-party access, dashboards, and account security remain as in the original text.
10. INDEMNIFICATION
You will indemnify, defend and hold RISEAURA MEDIA, its parent, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless …