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These Terms & Conditions (“Terms & Conditions”), together with the Order Form and the Data Processing Agreement (the “DPA”), and any incorporated schedules or annexes published at https://www.omni-dex.io/publisherterms, form a binding agreement (the “Agreement”) between Omnidex Technologies LTD, a company incorporated in England and Wales with its registered office at 86-90 Paul Street, London, EC2A 4NE, Company No. 16435172 (“Omnidex”), and the entity identified in the Order Form, including any Affiliates on whose behalf Omnidex monetizes digital advertising inventory (the “Publisher”). Each is a “Party” and together the “Parties”.
Omnidex operates the Omnidex Platform, which enables the monetization of digital advertising inventory, and also facilitates the sale of advertising campaigns directly to Advertisers. The Publisher engages Omnidex to monetize its Publisher Properties through the Platform, Direct Sales, and other commercial arrangements (the “Services”).
Omnidex and Publisher may each be referred to herein individually as a “Party” and collectively as the “Parties.”
Capitalized terms used in any incorporated document have the meanings given in these Terms & Conditions or in the Order Form, unless otherwise stated.
1.1. “Ad” means any advertising creative, in any format, delivered via the Omnidex Platform or through any monetization service provided by Omnidex.
1.2. “Ad Impression” means the successful rendering of an Ad on a Publisher Property, as measured by Omnidex or its authorized third-party partners.
1.3. “Advertiser” means any buyer of advertising under this Agreement, including demand-side platforms, ad exchanges, agencies, advertisers, and any other third party that transacts through or is integrated with the Omnidex Platform, or that purchases Direct Sales campaigns facilitated or managed by Omnidex.
1.4. “Affiliate” means, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, including any parent, subsidiary, or sibling company, whether now existing or later acquired or established.
1.5. “Direct Sales” means advertising sold directly by the Omnidex sales team through negotiation with Advertisers, including IO-based deals, that does not run through programmatic channels.
1.6. “End User” means an individual who visits or interacts with Publisher Property.
1.7. “Gross Revenue” means the amounts actually received by Omnidex in cleared funds from Advertisers for Ads served on the Inventory, prior to any deductions of any kind.
1.8. “Invalid Traffic” means any non-human, fraudulent, incentivized, duplicated, or otherwise artificial or ineligible interaction with Ads, including bot activity, ad stacking, auto-refresh abuse, domain or app spoofing, impression laundering, and misrepresented inventory, as reasonably determined by Omnidex, its Affiliates, its Advertisers, or an industry-recognized verification provider.
1.9. “Net Billing” means, for each reporting period, the amount payable to the Publisher, being Gross Revenue for valid Ad Impressions served on the Inventory as recorded by the Omnidex Platform, less: (i) platform fees and third party technology and verification costs; (ii) Omnidex’s retained margin or service fee; (iii) any amounts attributable to Invalid Traffic, whether or not an Advertiser has withheld, refunded, adjusted, or clawed back those amounts; and (iv) any amounts not paid to Omnidex by an Advertiser, or refunded, adjusted, charged back, or clawed back by an Advertiser, for any reason.
1.10. “Omnidex Platform” or “Platform” means the technology operated by Omnidex that facilitates ad delivery and monetization, including integrations such as Prebid, OpenRTB, Amazon TAM, Google Open Bidding, and others as may be updated from time to time.
1.11. “Programmatic Demand” means advertising inventory sold and delivered through real time bidding channels, including open marketplaces, private marketplaces, preferred deals, and programmatic guaranteed.
1.12. “Publisher Property” or “Inventory” means any website, mobile app, subdomain, CTV channel, social media account or other digital media asset that the Publisher owns, operates, or is legally authorized to represent, either directly or through third-party agreements.
2.1. License Grant
Subject to this Agreement, Omnidex grants the Publisher, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Omnidex Platform solely to monetize Publisher Properties submitted by the Publisher and approved by Omnidex in writing, worldwide unless the Order Form states otherwise. The Publisher may not sublicense access to the Platform, but may use it to monetize third party inventory it is legally authorized to represent. Omnidex may determine and change how it provides and optimizes the Services, including the Advertisers, auction mechanics, pricing methodology, traffic allocation, and technology used, and may use its Affiliates and subcontractors to provide any part of the Services.
2.2. Restrictions and Credentials
Except as expressly permitted by this Agreement, the Publisher shall not, and shall not permit any third party to: (i) copy, distribute, sell, license, sublicense, modify, reverse engineer, decompile, or otherwise exploit the Services or any component thereof; (ii) alter, interfere with, or modify Ads, ad requests, bid responses, or platform provided scripts or creatives without Omnidex’s prior written approval; (iii) share access credentials with unauthorized parties; or (iv) remove any proprietary notice from the Services or any Omnidex materials, or use them to build, benchmark, or assist a competing product, except where such restriction is prohibited by law. Logins, credentials, and access tokens must be kept strictly confidential; the Publisher is responsible for all use of the Services via its credentials and shall notify Omnidex immediately of any known or suspected unauthorized access. The Publisher shall use the Services in accordance with this Agreement, applicable law, and Omnidex’s technical specifications and written guidance.
3.1. Approval and Management of Inventory
The Publisher may request the addition or removal of Publisher Properties at any time by written notice or email to Omnidex. All submitted Inventory is subject to Omnidex’s prior review and written approval, which may be granted or withheld in Omnidex’s sole discretion. Omnidex may, in its sole discretion and without liability, reject, suspend, or remove any Publisher Property from monetization at any time, with or without notice, including where it fails to comply with this Agreement, applicable law, generates or is associated with Invalid Traffic, includes prohibited content or deceptive implementations, materially underperforms, or creates technical or reputational risk. Suspension or removal of Inventory does not relieve the Publisher of its obligations. The Publisher is solely responsible for ensuring that all Inventory, traffic sources, and content comply with this Agreement, applicable law and industry standards (including Interactive Advertising Bureau (“IAB”) guidelines). Omnidex has no obligation to monitor Inventory but may review and investigate suspected violations.
3.2. Right to Package Inventory
Omnidex may package the Publisher’s Inventory with inventory of other publishers or inventory it represents, including through bundled media plans and aggregated reporting, provided that Net Billing is calculated solely on monetization directly attributable to the Publisher’s Inventory.
3.3. Use of Publisher Materials
The Publisher grants Omnidex and its Affiliates a limited, non-exclusive, royalty-free right to use and represent the Publisher’s name, logo, and Inventory, as well as those of any affiliated or partnered properties, solely to inform Advertisers about available Inventory, including in media plans, proposals, campaign presentations, post campaign reports, customer lists, sales communications, and investor materials.
4.1. Reporting and Reconciliation
All billing, performance, and revenue calculations under this Agreement shall be based solely on Omnidex’s reporting systems, which are the final and authoritative source for determining Ad Impressions, Net Billing, Invalid Traffic, and all other related metrics. Data provided by third party systems may be used for informational purposes only and shall not override or alter Omnidex’s reporting for payment or reconciliation purposes. Reports issued during the month are estimates and remain subject to change until finalized through Omnidex’s internal reconciliation process.
If the Publisher wishes to dispute any element of the Net Billing, it must notify Omnidex in writing within 30 business days of such data being made available. Absent timely notice, the Net Billing shall be deemed accepted and binding. The Parties shall use good faith efforts to resolve any disputes collaboratively.
4.2. Adjustments, Invalid Traffic and Offset
Only valid Ad Impressions measured by Omnidex or its authorized reporting tools qualify for payment. Omnidex may withhold, offset, claw back, or retroactively adjust in subsequent periods any amounts associated with Invalid Traffic, activity non-compliant with this Agreement, unapproved Inventory, reconciliations, Advertiser chargebacks or clawbacks, third party audit or verification results, or other post delivery discrepancies, and may rely on determinations, reports, and deductions made by Advertisers and industry-recognized verification providers unless the Publisher provides clear evidence that a determination is materially incorrect. Prior to the calculation of Net Billing, Omnidex may deduct all fees and costs associated with the monetization of the Inventory, including revenue shares payable to technology, Affiliate, or infrastructure partners, Omnidex’s retained margin or service fee, any Direct Sales revenue split agreed in the Order Form or otherwise in writing, and reasonable documented third party costs of Direct Sales campaign execution and delivery. Omnidex, including through its Affiliates, may offset amounts owed by the Publisher to Omnidex or its Affiliates, including prior overpayments and reconciliation adjustments, against payments due to the Publisher, or carry them forward as a negative balance; where neither is feasible, the Publisher shall remit the amount within thirty (30) days of written notice. Omnidex may withhold payment while it reasonably investigates a suspected breach, Invalid Traffic, disputed Inventory ownership, missing or inaccurate payment or tax information, a sanctions concern, or another compliance issue; such withholding is not a breach, and Omnidex shall release any amount ultimately determined to be properly payable on completion of the investigation.
4.3. Payment and Taxes
Omnidex shall remit Net Billing in accordance with the payment terms set out in the Order Form, and may make or receive payments through one or more of its Affiliates, which are authorized to act on Omnidex’s behalf for payment and invoicing purposes, and any payment made or received by such an Affiliate is valid and binding under this Agreement. The date on which either Party issues or receives an invoice shall not accelerate or alter this payment schedule. Omnidex acts as a disclosed agent and shall use commercially reasonable efforts to bill and collect amounts due from Advertisers on a timely basis. Each Party is responsible for its own taxes; Omnidex may withhold taxes required by law and deduct them from the Publisher’s payment; and international wire transfer fees, correspondent bank charges, and payment processor fees are borne solely by the Publisher. The Publisher shall keep its payment and tax information accurate and current, and Omnidex is not liable for any delay, failure, or misrouting of payments resulting from incorrect or outdated information, nor for the performance of any third party payment platform used by the Publisher, which acts as the Publisher’s limited agent for receiving payments.
5.1. Data Processing Agreement
Each Party shall comply with applicable data protection laws in connection with this Agreement. The Parties shall further comply with the terms of the Omnidex DPA, which is incorporated into this Agreement by reference, governs the processing of personal data under this Agreement, and is available at https://www.omni-dex.io/publisherterms/dpa.
5.2. Publisher Consent and Transparency Obligations
The Publisher shall ensure that the collection, processing, and use of any data via its Inventory complies with all applicable data protection laws, self-regulatory principles, and user consent requirements (including, where applicable, the IAB Europe Transparency and Consent Framework or equivalent). The Publisher is solely responsible for obtaining, maintaining, and documenting all user consents required for cookies, identifiers, locally stored objects, device or browser storage not exposed through standard browser controls, and similar tracking technologies used in connection with the Services, whether implemented by the Publisher or by third parties on its behalf, presented prior to activation where required by law, and shall provide documentation evidencing such compliance on Omnidex’s request. The Publisher shall ensure that each Publisher Property includes legally sufficient and prominently displayed privacy and cookie disclosures and a consent mechanism, which clearly explain the involvement of Omnidex and the data practices associated with the Services.
6.1. Ownership
Each Party retains all rights, title, and interest in and to its own materials and technology. The Publisher retains all rights in the Publisher Properties, Publisher content, and materials submitted or connected to the Services, and is solely responsible for them and for any associated legal compliance or third party rights. Omnidex and its licensors retain all rights in the Omnidex Platform, the Services, and all software, tools, documentation, data, integrations, SDKs, APIs, analytics, aggregated reporting, business intelligence, and related know-how, including all enhancements, modifications, and derivative works. No rights or licenses are granted to either Party except as expressly stated in this Agreement.
7.1. Representations and Warranties
Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that its execution and performance do not violate any applicable law or contractual obligation binding upon it, and that this Agreement is a valid and binding obligation enforceable in accordance with its terms. The Publisher further represents, warrants, and undertakes that: (i) it has all rights, licenses, and permissions necessary to provide the Inventory, content, and data used in connection with the Services, including any rights required from third party content or site owners it represents, and it is responsible for such third parties’ compliance with this Agreement, including consent collection, traffic quality, and content integrity; (ii) all Publisher Properties and all materials provided by or on behalf of the Publisher comply with applicable laws, regulations, industry standards; and (iii) it will not engage in or knowingly permit any activity that is fraudulent, misleading, deceptive, or unlawful.
7.2. No Warranties; Disclaimers
The Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Omnidex does not guarantee uninterrupted operation, error free performance, accuracy or timeliness of reporting data, availability of demand, fill rate, revenue, auction outcome, or preservation of reporting history, and is not responsible for any loss caused by the acts, omissions, policies, outages, decisions, deductions, or non-payment of any Advertiser or other third party system, or by the Publisher’s own implementation, systems, or traffic sources. Omnidex may update, modify, suspend, or discontinue any feature, integration, or functionality of the Services at any time, without liability.
8.1. Term and Termination
This Agreement commences on the Effective Date and remains in effect until terminated. Either Party may terminate this Agreement, or remove any Publisher Property from the Services, at any time upon written notice to the other Party.
8.2. Suspension
Each Party may suspend the other Party’s access to its respective platform, services, or marketplace connection at any time, with or without notice, where reasonably necessary to protect that platform, service, or marketplace, including in the event of suspected breach, Invalid Traffic, security risk, or as required by law. Any such suspension shall not affect either Party’s obligation to pay for valid Ad Impressions delivered or services rendered before the suspension takes effect, in accordance with this Agreement. The suspending Party shall notify the other as soon as reasonably practicable, and the Parties shall cooperate in good faith to resolve the issue and reinstate access promptly.
8.3. Effect of Termination
Upon termination of this Agreement for any reason: (i) the Publisher shall cease all use of the Services, the Platform, and associated APIs or integrations, and Omnidex shall have no further obligation to provide the Services, except as necessary to fulfil a continuing Direct Sales campaign under limb (ii); (ii) where the Publisher has expressly accepted a Direct Sales campaign proposal from Omnidex in writing, whether by email, Order Form, or any other documented medium, the Publisher shall continue to fulfil the agreed campaign scope and delivery terms in full and may not cancel or withdraw the campaign, unless otherwise mutually agreed in writing by the Parties; (iii) any outstanding payment obligations accrued prior to termination survive and remain payable, subject to Clause 4, which continues to apply to advertising activity occurring before termination and to subsequent collections, reconciliations, reversals, and adjustments; (iv) each Party shall, on the other Party’s request, return or securely delete the other Party’s Confidential Information, except for copies required by law or held in routine backups; and (v) Clauses 4, 5, 6, 7, 8, 9, 10, and 11, and any other provisions that by their nature are intended to survive, shall survive.
9.1. Mutual Limitation of Liability
To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of revenue, profits, goodwill, data, or business opportunities), whether arising in contract, tort, equity, or otherwise, whether or not foreseeable, and even if advised of the possibility of such damages.
Each Party’s total aggregate liability for all claims arising out of or in connection with this Agreement shall not exceed the total amount paid and payable by Omnidex to the Publisher under this Agreement in the three (3) months preceding the event giving rise to the claim. These limitations are cumulative and apply regardless of the number or nature of claims. Nothing in this Agreement excludes or limits liability for either Party’s obligation to pay amounts properly due, or for any other liability that cannot lawfully be excluded. Neither Party may bring a claim under this Agreement more than one (1) year after the cause of action accrued, except a claim for amounts properly due and payable.
9.2. Mutual Indemnification
Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates, directors, officers, employees, agents, and contractors against all third party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (i) the Indemnifying Party’s breach of this Agreement, including its representations and warranties; (ii) the Indemnifying Party’s violation of applicable law, regulation, or industry standard; (iii) where the Publisher is the Indemnifying Party, any content, data, or materials provided by or through the Publisher (including Publisher Properties, Ads, tags, or Inventory), any Inventory or End User it represents, or its misuse or unauthorized use of the Services; and (iv) where Omnidex is the Indemnifying Party, any claim that the Omnidex Platform, as supplied by Omnidex and used in accordance with this Agreement, infringes a third party’s intellectual property rights, excluding any claim arising from Publisher content or Inventory, any modification not made by Omnidex, combination with items not supplied by Omnidex, use contrary to this Agreement or Omnidex’s documentation, or continued use after Omnidex has made a non-infringing alternative available. For a claim under limb (iv), Omnidex may procure the right to continue use, modify or replace the affected item, or terminate the affected Services, and this is the Publisher’s exclusive remedy for such a claim.
The indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnity. The Indemnifying Party may assume the exclusive defense and control of any indemnified matter at its own expense, and the other Party shall reasonably cooperate. No settlement admitting fault by, imposing a non-monetary obligation on, or failing to fully release the indemnified Party may be concluded without that Party’s prior written consent, which shall not be unreasonably withheld or delayed. Late notice of a claim reduces the indemnity only to the extent the delay materially prejudices the defense. Obligations under this Clause 9.2 are subject to the liability cap in Clause 9.1.
Each Party (the “Receiving Party”) shall, during the Term and for two (2) years thereafter, keep strictly confidential all non-public business, technical, financial, or commercial information disclosed by the other Party (the “Disclosing Party”) that is identified as confidential or that a reasonable person would understand to be confidential by its nature or context, including pricing terms, revenue reports, product designs, business models, usage statistics, Advertiser relationships, and the terms of this Agreement (“Confidential Information”), and shall not disclose or use it except as necessary to perform its obligations under this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall implement reasonable safeguards, limit access to those employees, officers, contractors, advisors, or Affiliates who need to know and who are bound by confidentiality obligations at least as protective as these, and remains responsible for their compliance. Omnidex may share Publisher Confidential Information with its Affiliates and Advertisers solely as necessary to provide the Services, subject to confidentiality obligations.
Confidential Information does not include information that: (i) becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation; (iii) was independently developed without use of the Disclosing Party’s Confidential Information; or (iv) was already lawfully known prior to disclosure. If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it shall (to the extent legally permitted) promptly notify the Disclosing Party, disclose only the portion legally required, and reasonably cooperate with the Disclosing Party’s efforts to obtain protective treatment.
11.1. Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, agency, fiduciary, or employment relationship, and neither Party may bind or obligate the other without its prior written consent.
11.2. Assignment
Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed, except that either Party may assign without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business or assets. Any purported assignment in breach of this clause is void, and this Agreement binds and benefits the Parties’ permitted successors and assigns.
11.3. Force Majeure
Neither Party nor its Affiliates shall be liable for any delay or failure to perform its obligations under this Agreement due to any event or circumstance beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, embargoes, government restrictions, internet or utility outages, and failures of third party infrastructure or services. The affected Party shall promptly notify the other and use reasonable efforts to resume performance.
11.4. Amendment; Updates
Any amendment to an Order Form, including any change to the Revenue Terms, payment structure, or other commercial deal parameters, must be in writing and signed by both Parties, save that Inventory may be added or removed as provided in the Order Form and Clause 3.1 without a replacement Order Form. Where more than one Order Form is executed between the Parties, the most recent supersedes and replaces all prior Order Forms in their entirety, unless a prior Order Form expressly relates to a distinct and unrelated project, in which case both remain in force for their separate scopes.Any amendments to an existing Order Form must be made in writing and signed by both Parties via a new or amended Order Form. Such amendments shall be binding only upon full execution by both Parties.
Omnidex may update these Terms & Conditions and any incorporated schedules, annexes, or policies (including the DPA) from time to time to reflect operational, legal, or technical changes, and shall give reasonable advance notice of any material change by email or dashboard alert. No such update may change the Revenue Terms, the payment terms, or Clause 9. If the Publisher objects to a material change it may terminate this Agreement by written notice; the Publisher’s continued use of the Services after the change takes effect constitutes acceptance of the updated terms.If more than one Order Form is executed between the Parties, the most recent Order Form shall supersede and replace all prior Order Forms in their entirety, unless a prior Order Form explicitly relates to a distinct and unrelated project. In such cases, both Order Forms may remain in force concurrently, provided they govern separate scopes of work.
11.5. Notices
All legal notices shall be in writing and by email, which is deemed received when sent unless the sender receives an automated delivery failure notice. Unless otherwise stated in the Order Form, notices to Omnidex shall be sent to [email protected] and notices to the Publisher to the contact details set out in the applicable Order Form.All legal notices shall be in writing and deemed duly given: (i) when delivered in person; (ii) upon receipt by courier with written confirmation; or (iii) by email.
11.6. Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
11.7. Entire Agreement
This Agreement, including all Order Forms and the DPA, is the entire agreement between the Parties on its subject matter and supersedes all prior understandings, whether oral or written. Neither Party has relied on any statement not set out in it.
11.8. Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of or relating to it is subject to the exclusive jurisdiction of the courts of London, United Kingdom, except that Omnidex may seek injunctive or equitable relief in any jurisdiction as necessary to protect its rights.
11.9. Compliance with Laws and Export Restrictions
The Publisher represents and warrants that neither it nor its Affiliates or partners are subject to sanctions or trade restrictions imposed by any governmental authority (including the U.S. Department of the Treasury and the U.K. Office of Financial Sanctions Implementation), and that it shall not engage in any activity that would cause Omnidex to be in violation of applicable export control or trade compliance laws.
