These Terms & Conditions (“Terms & Conditions”), together with any associated or incorporated Publisher Order Form, DPA, Privacy Policy, Cookies Policy, Publisher Guidelines, schedules, annexes, exhibits, or policies, form a binding agreement between the parties and are collectively referred to as the “Agreement.”

All such documents form an integral part of this Agreement and shall have full force and effect as if expressly stated herein. Capitalized terms used in any incorporated document shall have the meanings assigned to them in these Terms & Conditions or as defined within the respective document, unless otherwise stated.

• 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 (hereinafter referred to as “Omnidex”);
• and the entity identified in the Order Form (hereinafter referred to as the “Publisher”).

Omnidex and Publisher may each be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Omnidex owns, develops, and operates the Omnidex Platform, which enables the monetization of digital advertising inventory;

WHEREAS, Omnidex also facilitates the sale of advertising campaigns directly to brands, agencies, and other Advertisers, including but not limited to Display Ads, Video Ads, sponsored and branded content, social media campaigns, and other bespoke advertising solutions, which may be delivered on or off the Omnidex Platform and in connection with the Publisher’s Inventory and activities;

WHEREAS, the Publisher desires to engage Omnidex to assist with the monetization of Publisher Property through various means, including but not limited to the use of the Platform, Direct Sales opportunities, and other commercial arrangements (the “Service”);

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. Definitions

The following capitalized terms shall have the meanings set forth below. Additional capitalized terms may be defined elsewhere in this Agreement or in any document associated with or incorporated into this Agreement.

1.1. “Ad” means any advertising creative (including but not limited to display, video, native, in-game or audio formats) 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. “Ad Request” means a request initiated from a Publisher Property to the Omnidex Platform or an integrated Advertiser, seeking delivery of an Ad.

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 such Party, including any parent, subsidiary, or sibling company, whether now existing or hereafter acquired or established. For the purposes of this Agreement, the term “Affiliate” may also include, in the case of the Publisher, third-party Inventory or partners over which the Publisher has the legal right to monetize advertising inventory, regardless of ownership or corporate control.

1.5. “Agreement” means collectively, the Order Form, these Terms & Conditions, the DPA, the Privacy Policy, the Cookies Policy, and the Publisher Guidelines, and any incorporated or referenced schedules, annexes, exhibits, policies, or addenda published on https://www.omni-dex.io/publisherterms. 

1.6. “Confidential Information” means any non-public business, technical, financial, or commercial information disclosed by one Party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential by its nature or context. Confidential Information includes, without limitation: pricing terms, revenue reports, product designs, code, business models, financial data, usage statistics, proprietary algorithms, trade secrets, Advertiser relationships, and the terms of this Agreement.

1.7. “Cookies Policy” means the cookies policy made available by Omnidex, which describes the types of cookies and similar technologies used by Omnidex, and the purposes for which they are used in relation to the Services, incorporated into this Agreement by reference and accessible at https://www.omni-dex.io/publisherterms/cookies-policy.

1.8. “Advertiser” means any buyer of advertising under this Agreement, including demand-side platforms (DSPs), ad exchanges, agencies, advertisers, or any other third party that transacts through or is integrated with the Omnidex Platform on Inventory, or that purchases Direct Sales ad campaigns via direct insertion orders facilitated or managed by Omnidex.

1.9. “Direct Sales” means any IO-based advertising sold directly by the Omnidex sales team through direct negotiations with Advertisers. This includes traditional IO-based deals and campaigns negotiated as part of a direct sales process that does not run through programmatic channels.

1.10. “Display Ads” means any graphical ad creatives in image format, including banners, typically delivered in standard IAB formats on web or mobile environments.

1.11. “DPA” means the Data Processing Agreement between the Parties governing the processing of personal data, incorporated into this Agreement by reference and accessible at https://www.omni-dex.io/publisherterms/dpa.

1.12. “Effective Date” means the date on which this Agreement becomes legally binding.

1.13. “End User” means an individual who visits or interacts with Publisher Property.

1.14. “Force Majeure” means any event or circumstance beyond a Party’s reasonable control that prevents or delays the performance of its obligations under this Agreement, including but not limited to 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 Party and use reasonable efforts to resume performance.

1.15. “Gross Bid” means the total bid amount submitted by an Advertiser in response to an Ad Request, prior to any deductions of any kind.

1.16. “Gross Revenue” means the total amount received by Omnidex from Advertisers or advertisers for Ads served on Publisher inventory, prior to any deductions of any kind.

1.17. “IAB”: The Interactive Advertising Bureau, an industry organization that develops technical standards and best practices for digital advertising, including measurement, transparency, and fraud prevention.

1.18. “Intellectual Property” means all copyrights, trademarks, trade secrets, patents, data rights, know-how, inventions (whether patentable or not), and any other proprietary or industrial rights recognized under applicable law, including any applications or registrations thereof.

1.19. “Invalid Traffic” means any non-human, fraudulent, incentivized, or otherwise artificial interaction with Ads, including but not limited to bot activity, ad stacking, auto-refresh abuse, or misrepresented inventory, as reasonably determined by Omnidex and its Affiliates, its Advertisers, or third parties.

1.20. “Net Bid” means the final price submitted by Platform that clears the auction and determines the winning Ad Impression, whether from programmatic or direct demand sources. Net Bid represents the effective value of the bid at the time of the auction and does not account for any post-auction deductions, adjustments, or reconciliations.

1.21. “Net Billing” means the reconciled amount of Net Revenue for a given reporting period, as determined by Omnidex following its internal reporting and reconciliation process. Net Billing reflects adjustments made for Invalid Traffic, Advertiser chargebacks, platform errors, or other post-delivery discrepancies, and serves as the basis for payment calculations to the Publisher under this Agreement.

1.22. “Net Revenue” means the portion of Gross Revenue remaining after applicable deductions, including but not limited to: (i) platform fees and third-party technology costs; and (ii) Omnidex’s retained revenue share or margin.

1.23. “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.

1.24. “Order Form” means the document executed by the Parties that sets out commercial terms and incorporates these Terms & Conditions by reference.

1.25. “Party” / “Parties” means Omnidex and the Publisher, individually and collectively.

1.26. “Payment Terms” means the timing, method, and conditions under which Omnidex remits payment to the Publisher, as set out in the Order Form.

1.27. “Privacy Policy” means the privacy policy made available by Omnidex, which outlines Omnidex’s practices regarding the collection, use, and disclosure of data in connection with the Services, incorporated into this Agreement by reference and accessible at https://www.omni-dex.io/publisherterms/privacy-policy.

1.28. “Programmatic Demand” means any advertising inventory sold and delivered through real-time bidding (RTB) via ad exchanges, supply-side platforms (SSPs), or other programmatic marketplaces, where Advertisers bid for impressions. Includes Open Marketplaces, Private Marketplaces (PMPs), Preferred Deals, Programmatic Guaranteed, and similar RTB-enabled channels, regardless of prior negotiation.

1.29. “Publisher” means the entity identified in the Order Form, including any Affiliates, on whose behalf Omnidex serves or monetizes digital advertising inventory.

1.30. “Publisher Guidelines” means the Publisher Guidelines made available by Omnidex, which set forth the minimum standards, prohibited conduct, and compliance obligations applicable to Publisher Properties and use of the Services, incorporated into this Agreement by reference and accessible at https://www.omni-dex.io/publisherterms/publisher-guidelines

1.31. “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.

1.32.“Revenue Terms” means the section of the Publisher Order Form that sets out the commercial terms relating to revenue share, payment structure, and bespoke financial entitlements between the Parties.

1.33. “Support Contact” means Omnidex’s designated support channel for billing, operational, or technical matters, which shall be via email to [email protected], unless otherwise specified by Omnidex in writing.

1.34. “Terms & Conditions” means these Omnidex Publisher Terms & Conditions, governing the relationship between the Parties, incorporated into this Agreement and accessible at https://www.omni-dex.io/publisherterms/terms-and-conditions.

1.35. “Territory” means the geographical regions in which Publisher inventory may be monetized under this Agreement. Unless otherwise stated in the Order Form, the Territory shall be worldwide.

1.36. “User-Generated Content” or “UGC” means any content, material, or media (including but not limited to text, images, audio, videos, reviews, or comments) that is created, submitted, or uploaded by End Users of a Publisher Property, rather than by the Publisher itself or its authorized agents.

1.37. “Video Ads” means ad creatives in video format, including in-stream, out-stream, or rich media formats when they include video, typically delivered using VAST, VPAID, or similar protocols.

2. License Grant, Services, and Disclaimers

2.1. License Grant
Subject to the terms of this Agreement, Omnidex hereby grants to the Publisher, during the Term and within the applicable Territory, a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable license to access and use the Omnidex Platform solely for the purpose of monetizing eligible Publisher Properties, including through integrations, ad delivery, and participation in monetization opportunities managed by Omnidex, whether on or off the Platform.

This license extends only to Publisher Properties that have been submitted by the Publisher and approved by Omnidex in writing. For the avoidance of doubt, this license does not permit the Publisher to sublicense access to the Omnidex Platform to third parties, but does permit use of the Platform to monetize third-party inventory that the Publisher is legally authorized to represent.

2.2. Use Restrictions
Except as expressly permitted by this Agreement, the Publisher shall not, and shall not permit any third party to:

• (i) Access, use, copy, distribute, sell, license, sublicense, modify, reverse-engineer, decompile, or otherwise exploit the Services or any component thereof, except as expressly authorized;
• (ii) Alter, interfere with, or modify Ads, Ad Requests, bid responses, or platform-provided scripts or creatives without prior written approval from Omnidex;
• (iii) Share access credentials with unauthorized parties or allow any third party to access the Services on its behalf, except as expressly approved by Omnidex.

The Publisher agrees to use the Services in accordance with this Agreement, applicable laws, and any technical specifications or written guidance provided by Omnidex.

2.3. Service Access and Credentials
Omnidex may provide the Publisher with access to a reporting dashboard or similar tools. Any logins, credentials, or access tokens provided must be kept strictly confidential. The Publisher is responsible for any use of the Services via its credentials, including unauthorized access. The Publisher must immediately notify Omnidex of any known or suspected breach of security or unauthorized access to the Services.

2.4. Suspension and Termination of Access
Omnidex reserves the right to suspend or terminate the Publisher’s access to the Services or any portion thereof at any time, with or without notice, in the event of a breach of this Agreement, suspicious activity, or as required by law. Suspension or termination of access shall not relieve the Publisher of its obligations under this Agreement, including payment and indemnification provisions.

3. Inventory & Monetization

3.1. Approval and Management of Inventory
The Publisher may submit additional Publisher Properties for inclusion under this Agreement, or request removal of existing Publisher Properties, at any time via written notice or email to Omnidex. All submitted Inventory shall be subject to Omnidex’s prior review and written approval, which may be granted or withheld in Omnidex’s sole discretion.

Omnidex reserves the right to reject, suspend, or remove any Publisher Property from monetization at any time, with or without notice, if such Property:

Suspension or removal of Inventory shall not relieve the Publisher of its obligations under this Agreement, including representations, warranties, indemnification, and any applicable delivery or revenue commitments related to remaining approved Properties.

Omnidex may also suspend monetization of Inventory that consistently underperforms against reasonable campaign expectations, as determined in good faith and in consultation with the Publisher.

3.2. Right to Package Inventory
Omnidex may, in its sole discretion, package Publisher’s Inventory with advertising Inventory from other Publishers or Inventory it represents for the purpose of fulfilling campaigns, enhancing sales opportunities, or optimizing demand. Publisher acknowledges and agrees that such packaging may involve aggregated reporting, bundled media plans, or inclusion in broader network offerings, provided that Publisher’s share of Net Revenue is calculated solely based on monetization directly attributable to its 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 the names, logos and Inventory of any affiliated or partnered properties, solely for the purpose of informing Advertisers about available Inventory. Permissible uses include inclusion in media plans, proposals, campaign presentations, post-campaign reports, and internal and external sales communications, such as one-to-one outreach or direct pitches.

If the Publisher elects to provide Omnidex with creative assets, ad tags, or demand integrations, for example, in order to run ads on the Publisher’s inventory via Omnidex’s Platform, the Publisher grants Omnidex a limited, non-exclusive, royalty-free license to use such materials solely for the purpose of delivering and optimizing advertising campaigns on the Publisher’s properties through Omnidex’s Platform. The Publisher confirms that it has all necessary rights to provide these materials for such use.

3.4. Publisher Responsibility for Inventory and Content
The Publisher is solely responsible for ensuring that all Inventory, traffic sources, and content comply with this Agreement, applicable law, industry standards (including IAB guidelines), and Omnidex’s Publisher Guidelines. Omnidex may, in its sole discretion, remove or suspend monetization for any Inventory or content that it deems non-compliant, harmful, fraudulent, or inappropriate, without liability.

Omnidex has no obligation to monitor Inventory, but reserves the right to review and investigate suspected violations.

4. Revenue & Payment Terms

4.1. Commercial Terms
The specific commercial terms applicable to the Publisher’s participation in the Services, including revenue share, payment structure, shall be outlined in the applicable Publisher Order Form executed between the Parties.

4.2. Reporting and Reconciliation
All billing, performance, and revenue calculations under this Agreement shall be based solely on Omnidex’s reporting systems, which shall serve as the final and authoritative source for determining Ad Impressions, Ad Requests, 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.

If the Publisher wishes to dispute any element of the Net Billing, it must notify Omnidex in writing within 10 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.

4.3. Adjustments
Only valid Ad Impressions measured by Omnidex or its authorized reporting tools shall qualify for payment. Reports issued during the month shall be treated as estimates and are subject to change until finalized following Omnidex’s internal reconciliation process.

Omnidex shall not be liable to pay for, and reserves the right to withhold or claw back, any amounts associated with:

Omnidex further reserves the right to retroactively adjust previously reported or paid Net Revenue and/or Net Billing amounts in subsequent periods based on reconciliations, Advertiser clawbacks, third-party audit results, or other post-delivery discrepancies.

Prior to the calculation of Net Revenue, Omnidex reserves the right to deduct all applicable fees and costs associated with the monetization of Publisher Inventory. These deductions may include, but are not limited to:

In addition, for Direct Sales campaigns, Omnidex reserves the right to deduct from Gross Revenue any reasonable and documented third-party costs incurred in connection with campaign execution, trafficking, or delivery. These may include, without limitation:

All such deductions shall be applied in accordance with Omnidex’s standard commercial practices and internal reconciliation methodology, and shall be deemed final and binding unless disputed by the Publisher within the period specified under this Agreement.

4.4. Taxes and Fees
Each Party shall be responsible for its own taxes, including VAT, sales tax, or other applicable levies. Omnidex may withhold any taxes required by applicable law and deduct such amounts from the Publisher’s payment. The Publisher acknowledges and agrees that international wire transfer fees, correspondent bank charges, or Payment Processor transaction fees may be further deducted and shall be borne solely by the Publisher.

The Publisher shall promptly notify Omnidex in writing of any changes to its tax information, including but not limited to VAT status, tax residency, or applicable registration numbers.

Omnidex shall not be liable for any delay, failure, or misrouting of payments resulting from incorrect or outdated payment or tax information provided by the Publisher or its agents. If a Payment Processor is used, the Publisher agrees that such provider shall act as its limited agent for the purpose of receiving payments, and Omnidex shall not be liable for the performance, reliability, or support of such third-party platforms.

4.5. Right of Offset
Omnidex, including through its affiliates, reserves the right to withhold, offset or request a refund for any payment due to the Publisher under this Agreement against:

If such offset is not feasible, Publisher shall remit the overpaid amount to Omnidex within thirty (30) days of written notice.

4.6. Payments via Affiliates
Omnidex may make or receive payments under this Agreement through one or more of its Affiliates. Such Affiliates shall be deemed authorized to act on behalf of Omnidex solely for payment and invoicing purposes, and any payment made or received by such Affiliates shall be considered valid and binding under this Agreement.

4.7. Publisher-Connected Demand
Where the Publisher connects its own Advertisers to the Omnidex Platform, Omnidex may deduct a revenue share, platform access fee, or service charge from such Advertiser revenue. The applicable terms shall be set forth in the relevant Order Form or agreed separately in writing between the Parties.

4.8. Sequential Liability
Omnidex shall only be obligated to remit payment of Net Billing to the Publisher to the extent that Omnidex has actually received the corresponding Gross Revenue from the applicable Advertiser(s). The Publisher acknowledges and agrees that Omnidex acts as a disclosed agent and does not guarantee payment by Advertisers or their intermediaries. If Omnidex does not receive such payment for any reason, including insolvency, dispute, or default by the Advertiser, Omnidex shall have no obligation to pay the Publisher for the affected amounts.

The Publisher agrees that its right to receive payment is expressly conditioned upon actual receipt by Omnidex of the underlying funds from the Advertiser. Omnidex shall use commercially reasonable efforts to collect such amounts but shall not be liable for non-payment by any third party.

5. Data, Privacy & Compliance

5.1. Data Processing Agreement
The Parties agree to comply with the terms of the Omnidex DPA, which is available at https://www.omni-dex.io/publisherterms/dpa and hereby incorporated into this Agreement by reference and shall govern the processing of any personal data under applicable Data Protection Laws.

5.2. Privacy Policy
Omnidex’s Privacy Policy, available at https://www.omni-dex.io/publisherterms/privacy-policy, is incorporated herein by reference and forms an integral part of this Agreement.

5.3. Publisher Obligations Regarding Data Collection
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 shall not use or permit the use of locally stored object technologies (including Flash cookies, browser helper objects, HTML5 local storage, or similar mechanisms not exposed through standard browser controls) for tracking or storage in connection with the Services unless explicitly disclosed to and consented to by users where legally required.

5.4. Transparency and Notices
The Publisher shall ensure that each Publisher Property includes legally sufficient and prominently displayed links to its privacy policy, cookie policy, terms of service, and a cookie consent mechanism, as required by applicable law. These disclosures must clearly explain the involvement of Omnidex and the data practices associated with the Services.

5.5. Consent for Tracking and Data Use
The Publisher shall be solely responsible for obtaining, maintaining, and documenting all necessary user consents related to tracking technologies (including cookies, device fingerprinting, and unique identifiers) used in connection with the Services, whether implemented by the Publisher or any third parties on its behalf. Consent notices must be clear, compliant with applicable law (e.g., GDPR, ePrivacy), and presented prior to activation of such technologies. Upon request by Omnidex, the Publisher shall provide documentation evidencing such compliance.

6. Intellectual Property

6.1. Ownership of Materials
As between the Parties, the Publisher retains all rights, title, and interest in and to any Publisher Content, Publisher Properties, and other materials submitted, uploaded, or connected to the Services, including any proprietary data, creative assets, and demand integrations. The Publisher is solely responsible for all such materials and any associated legal compliance or third-party rights.

Omnidex retains all rights, title, and interest in and to the Platform, the Services, and any software, tools, documentation, or data made available thereunder, including all enhancements, modifications, or derivative works thereof. No ownership rights in the Services are transferred to the Publisher under this Agreement.

6.2. Intellectual Property Rights
The Publisher acknowledges that all intellectual property rights in and to the Platform and Services (including but not limited to software code, integrations, protocols, SDKs, APIs, analytics tools, aggregated reporting, business intelligence, and related know-how or documentation) are and shall remain the sole and exclusive property of Omnidex and its licensors. Nothing in this Agreement shall be construed as granting any rights or licenses except as expressly stated.

6.3. Aggregated and Anonymized Data
Omnidex may collect and use aggregated and anonymized data related to the Publisher’s use of the Services, including reporting metrics, performance trends, and delivery patterns, provided such data does not identify the Publisher, any individual, or specific confidential deal terms. Such data may be used to operate, improve, and market the Services, subject to Omnidex’s Privacy Policy.

7. Representations and Warranties

7.1. Mutual Representations
Each Party represents and warrants that:

7.2. Publisher Representations
The Publisher further represents, warrants, and undertakes that:

7.3. No Warranties; Disclaimers
The Services, including all features, integrations, reporting tools, and demand access, are provided “as is”, “as available,” and without any warranties of any kind, whether express, implied, statutory, or otherwise. Omnidex does not guarantee uninterrupted operation, error-free performance, accuracy or timeliness of reporting data, availability of demand, or preservation of reporting history. The Publisher acknowledges that data loss, reporting delays, and temporary service disruptions may occur from time to time. To the maximum extent permitted by law, Omnidex disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Omnidex is not responsible for errors or failures caused by third-party systems, including Advertisers, Affiliates, third-party vendors, CDN services, ad servers, browsers, or publisher-side technologies.

Omnidex reserves the right to update, modify, suspend, or discontinue any feature, integration, or functionality of the Services at any time, without liability.

8. Suspension & Termination

8.1. Term
This Agreement shall commence on the Effective Date and shall remain in effect unless and until terminated in accordance with the terms outlined in the Order Form.

8.2. Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if:

8.3. Suspension and Additional Termination Rights
Without limiting its other rights or remedies, Omnidex may suspend or terminate the Publisher’s access to the Services or terminate this Agreement immediately upon notice if:

8.4. Effect of Termination
Upon termination of this Agreement for any reason:

8.5. Direct Sales campaign Commitments.
If the Publisher has expressly accepted and acknowledged in writing a Direct Sales campaign proposal from Omnidex (whether via email, Order Form, or any other documented medium), the Publisher shall be obligated to fulfill the agreed campaign scope and delivery terms. Such Direct Sales campaigns may not be canceled or withdrawn by the Publisher after acceptance, and the Publisher must continue to serve the campaign impressions, ad placements, or other deliverables for the full agreed term, regardless of any notice of termination of this Agreement, unless otherwise mutually agreed in writing by the Parties.

9. Limitation of Liability; Indemnification

9.1. Limitation of Liability
To the maximum extent permitted by law, Omnidex shall not be liable to the Publisher 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, and whether or not foreseeable, even if Omnidex has been advised of the possibility of such damages.

Omnidex’s total aggregate liability for any and all claims, damages, or losses arising out of or in connection with this Agreement shall not exceed the lesser of: (i) the total amount actually paid by Omnidex to the Publisher under this Agreement in the three (3) months preceding the event giving rise to the claim; or (ii) one hundred U.S. dollars (USD $100). This limitation is cumulative and shall apply regardless of the number or nature of claims.

9.2. Indemnification by Publisher
The Publisher agrees to indemnify, defend, and hold harmless Omnidex, its Affiliates, directors, officers, employees, agents, and contractors from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

Omnidex reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Publisher, in which case the Publisher agrees to fully cooperate with such defense.

10. Confidentiality

10.1. Definition and Obligation of Confidentiality
Each Party (“Receiving Party”) agrees that, during the Term of this Agreement and for a period of two (2) years thereafter, it shall keep strictly confidential and shall not disclose or use any Confidential Information of the other Party (“Disclosing Party”) except as necessary to perform its obligations under this Agreement or as otherwise authorized in writing by the Disclosing Party. The Receiving Party shall implement reasonable safeguards to protect such Confidential Information and limit access to those employees, officers, contractors, advisors, or Affiliates who have a strict need-to-know and are bound by confidentiality obligations at least as protective as those set out herein.

Confidential Information shall not include information that: (i) becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without breach of any obligation; (iii) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) was already lawfully known to the Receiving Party prior to disclosure.

Omnidex may share Publisher Confidential Information with its Affiliates and Advertisers, solely as necessary to provide the Services, and subject to confidentiality obligations.

10.2. Legal Disclosure
If the Receiving Party is required by law, regulation, subpoena, or court order to disclose any Confidential Information, it shall (to the extent legally permitted) promptly notify the Disclosing Party in writing prior to disclosure, and cooperate with any reasonable efforts by the Disclosing Party to seek protective treatment or to limit the scope of disclosure. Where disclosure is required, the Receiving Party shall disclose only the portion of Confidential Information that its legal counsel advises is legally necessary, and shall use reasonable efforts to ensure that the disclosed information is treated confidentially.

11. General Provisions

11.1. Independent Contractors
The Parties acknowledge and agree that they are independent contractors. Nothing in this Agreement shall be construed as creating any partnership, joint venture, franchise, agency, fiduciary, or employment relationship. Neither Party shall have the authority to bind or obligate the other Party in any manner without the other Party’s prior written consent.

11.2. Assignment
Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that Omnidex may assign this Agreement without consent in the event of a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempt to assign in violation of this clause shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their 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 a Force Majeure event. The affected Party shall promptly notify the other and use reasonable efforts to resume performance.

11.4. Amendment; Updates
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.

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.

Omnidex may update or modify these Terms & Conditions and any associated or incorporated schedules, annexes, exhibits, or policies (including, without limitation, the DPA, Privacy Policy, Cookies Policy, and Publisher Guidelines) from time to time to reflect operational, legal, or technical changes. Omnidex shall provide reasonable advance notice of any material changes, such as via email or publisher dashboard alert.

The Publisher’s continued use of the Services after such changes take effect shall constitute acceptance of the updated terms.

Notwithstanding the foregoing, any modifications to the Publisher Order Form, including changes to Revenue Terms, payment structure, or commercial deal parameters, must be made in writing and signed by both Parties to be valid and enforceable.

11.5. Notices
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.

Unless otherwise stated in the Order Form, notices to Omnidex must be sent to the Support Contact. Notices to the Publisher shall be sent to the contact details set forth in the applicable Order Form.

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, DPA, annexes, and referenced documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements, whether oral or written. In case of a conflict between these Terms & Conditions and any Order Form, the terms of the Order Form shall prevail.

11.8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in London, United Kingdom. Notwithstanding the foregoing, Omnidex may seek injunctive relief or equitable remedies 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:(a) are subject to sanctions or trade restrictions imposed by any governmental authority, including the U.S. Department of Treasury or the U.K. Office of Financial Sanctions Implementation; and(b) shall engage in any activity that would cause Omnidex to be in violation of applicable export control or trade compliance laws.

11.10. Securities and Disclosure Compliance
If the Publisher becomes aware of any material, non-public information regarding Omnidex or its affiliates through the Services or this Agreement, the Publisher shall treat such information as confidential and not use it for the purpose of trading securities or advising others to do so. The Publisher acknowledges that Omnidex may be required to disclose certain terms of this Agreement or Order Form under applicable law, stock exchange regulations, or public company disclosure obligations.