Seller Advertisement Service Terms
OdyOdy Advertisements (“Seller Advertisements”) is a Service that allows you to advertise on OdyOdy Site the products you sell on OdyOdy Site.
This Advertising Service Terms are part of the OdyOdy Seller Business Solutions Agreement (“Business Solutions Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Advertising. BY REGISTERING FOR OR USING Advertising, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE Advertising SERVICE TERMS.
Unless defined in these Advertising Service Terms, all capitalised terms have the meanings given them in the Business Solutions Agreement.
"Agent" means an advertising agency or other person or entity who represents an Advertisements Participant as its agent.
"Advertising Participant" means any person or entity enrolled in Advertising by you if you are the Agent of that person or entity.
“OdyOdy Network Properties” means: (a) the OdyOdy Site; (b) any website, device, service, feature or other online point of presence operated by OdyOdy or any of our Affiliates; and (c) any OdyOdy Associated Properties.
“Click” means each time a user clicks on any of Advertisement as determined solely by OdyOdy.
“Seller Advertisement” means any advertisement for a product based upon Seller Materials that is displayed through Advertisement service terms.
Sell Advertisements may be displayed on any OdyOdy Network Properties as we determine. We do not guarantee that Seller Advertisements will be placed on or made available through any OdyOdy Network Property, nor do we guarantee Seller Advertisements will appear in any particular position or rank. Notwithstanding any provision the Seller Advertisements Service Terms, we have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of Seller Advertisements (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, Seller Advertisements and any element, aspect, portion or feature thereof), and to remove any of Seller Advertisements without notice. Subject to any applicable provisions of the Business Solutions Agreement, as between the Seller and us, you will be responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Seller Advertisements. In addition, you are solely responsible for (including as to all obligations, risks, liabilities and other aspects related to): all ad content, keywords and any other information you submit to us in connection with Sponsored Products.
The Seller will, in accordance with applicable Programme Policies, provide, in the format we require, accurate and complete information for each of Seller Advertisements. The Seller will update such information as necessary to ensure it at all times remains accurate and complete. The Seller will not provide any information for, or otherwise seek to advertise for sale on any OdyOdy Network Property, any products that are prohibited by our Programme Policies. The Seller grants us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Seller Materials you submit in connection with Advertisements, and to sublicense the foregoing rights.
4. Advertisement Requirements
The Seller will ensure that Seller Materials and Seller advertisement, offer of any products through Advertisements comply with all applicable Laws and Programme Policies, including the Content Guidelines, the "Seller Central" pages of the said OdyOdy Network Property and Product Restrictions. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with Seller participation in Sponsored Products, including: (a) generating fraudulent, repetitive or otherwise invalid Clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) collecting any user information from any OdyOdy Network Property or retrieving, extracting, indexing or caching any portion of any OdyOdy Site or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (c) targeting communications of any kind on the basis of the intended recipient being a user of any OdyOdy Network Property; (d) interfering with the proper working of any OdyOdy Network Property, Advertisements or our systems; or (e) attempting to bypass any mechanism we use to detect or prevent such activities.
5. Payment and Tax Matters
You will pay us the applicable fee per Click in accordance with the Programme Policies. The per Click fee will be determined solely by OdyOdy based on the amount you bid for Seller Sponsored Products, consistent with any applicableproduct category minimums and the Programme Policies. You waive all claims related to the fees we charge (including fees based on suspected invalid Clicks on or invalid impressions of Seller Sponsored Product), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Seller Sponsored Product for improper purposes and you accept this risk. Seller sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above.
All fees and charges payable under the Agreement by you are exclusive of applicable national, state or local sales or use taxes or value added tax, service tax or goods and service tax (‘Taxes’) that we are legally obligated to charge under applicable legislation. We should raise a valid tax invoice under applicable law(s) and regulations within the prescribed time limit. We may charge and you will pay applicable Taxes that are imposed and payable on such fees.
Where any taxes at source have been deducted by, you will issue an appropriate tax withholding certificate for such amount to OdyOdy.
6. Effect of Termination
Seller termination rights are set out in Clause 3 of the Business Solutions Agreement. Upon termination of these Advertisements Service Terms, all rights and obligations of the parties under these Advertisements Service Terms will terminate, except that Clauses 2, 3, 5, 6, 7 and 8 will survive termination.
If you are an Agent:
- a. you represent and warrant that you have been appointed as an agent of an Advertisement Participant, that you are duly authorized to enter into this Agreement on behalf of the Advertisement Participant and have full power and authority to bind the Advertisement Participant to this Agreement, that all of your actions related to the Advertisement Service will be within the scope of this agency, and that the Agreement including these Advertisement Service Terms will be enforceable against the Advertisement Participant in accordance with its terms;
- b. you will, upon our request, provide us written confirmation of the agency relationship between you and the Advertisement Participant, including, for example, the Advertisement Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Sponsored Products;
- c. except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Sponsored Products, us or your relationship with us;
- d. you will perform your duties pursuant to the Agreement including these Advertisements Service Terms in a professional manner consistent with any requirements we may establish;
- e. you will not at any time use information received in connection with Advertisements to conduct any marketing efforts targeted at our existing advertisers or Advertisements Participants;
- f. you and the Advertisements Participant are each responsible for all payment obligations under these Advertisements Service Terms, and you and the Advertisements Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other; and
- g. you will abide by all restrictions applicable to the Advertisements Participant under this Agreement, including without limitation confidentiality and non-use obligations (e.g., you will not disclose any Confidential Information generated or collected in connection with Advertisements to any person or entity other than to the Advertisements Participant to which such data or information relates, and you will not use any Confidential Information generated or collected in connection with Advertisements for any purpose other than creating, managing, and reporting advertising campaigns on OdyOdy Network Properties on behalf of the particular Advertisements Participant that has expressly authorized you to do so).
8.1 In addition to your representations and warranties in the Business Solutions Agreement, you represent and warrant to us that Seller Materials comply with all applicable Laws (including all packaging and labelling requirements) and do not contain any content or materials that is illegal, offensive including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses (except to the extent expressly permitted under applicable Programme Policies).
8.2 In addition to your obligations under the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Sponsored Products, including the display of any of Seller Sponsored Products, Content, data, materials or other items or information to which Seller Advertisements link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; (b) your actual or alleged breach of any representation, warranty, or obligation set forth in these Sponsored Product Service Terms or the Programme Policies; or (c) if you are an Agent, any breach or alleged breach of the terms herein or your other representations, warranties, or obligations set forth in these Sponsored Product Service Terms.
8.3 IN ADDITION TO THE DISCLAIMERS IN THE BUSINESS SOLUTIONS AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.