Old version of Viously Terms
The general terms and conditions (“General Terms and Conditions”) described herein are intended to define the conditions governing the use of the video publishing platform edited by the company VIOUSLY (“VIOUSLY”), a limited joint stock company incorporated under the laws of France, registered at the RCS of LILLE METROPOLE under no. B 814 851 192 with capital funds of Euros 56.100, whose registered office is at 278 chaussée Fernand Forest 59203 TOURCOING, FRANCE, and whose URL address is: www.viously.com (the “Platform”).
VIOUSLY is a subsidiary of the company SPARTEO. It contributes, along with the other SPARTEO technological solutions, both present and future, to a comprehensive and complementary offer for the media industry.
By clicking below on “I accept”, the Partner accepts the General Terms and Conditions and becomes VIOUSLY’s Partner, as defined hereinafter.
Subscription to the Platform implies the express and unreserved acceptance of the General Terms and Conditions.
It is also necessary to carefully read and agree to VIOUSLY’s privacy policy (https://corporate.sparteo.com/privacy-policy).
The service is not accessible to minors.
The Partner will need to provide supporting documents regarding its tax and social statuses, as well as proof of its compliance with its obligations in this respect.
If such information is not provided, no payment may be made, regardless of the outcome of a possible trial period.
In each and every case, the Partner warrants that it owns all the necessary rights and authorizations and will respect its obligations to abide by the General Terms and Conditions in the name of and on behalf of the legal entity for which it is creating a Partner Account, as defined hereinafter.
All references to “VIOUSLY” in the General Terms and Conditions, unless otherwise specified, shall be assumed to include VIOUSLY and all its subsidiaries.
The General Terms and Conditions are entered into with a trial period of thirty (30) days, beginning with the start and broadcast of the Ads. During the trial period, the Partner must comply with all the terms of the General Terms and Conditions, except the exclusivity commitment. The Partner can, if it wishes so, withdraw from the General Terms and Conditions by notifying VIOUSLY prior to the end of the trial period.
The Partner and VIOUSLY are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
Article 1: Definitions
The Parties agree on the following definitions:
“Account”: Refers to all the rights offered to the Partner when it uses the service, which can be accessed through its Administration Area.
“Advertisement” or “Ad”: Refers to the advertisements displayed on the advertising spaces dedicated to video formats which are embedded in the Video Player on the Publisher Partners’ Properties and/or on the Platform and/or during and/or after the Videos (in other words, pre-roll, post-roll, Video Player covering, and/or overlay ad); the type of advertising spaces and examples provided may change with the evolution of the techniques or the market.
“Administration Area”: Refers to the area where the Partner accesses its dashboard, its Channel and its settings. The Administration Area is accessible via its login and password.
“Advertising Revenue”: Refers to the net advertising revenue generated by VIOUSLY for the Ads associated to the Videos broadcasted on the Platform and/or on the Publisher Partners’ Properties via the Video Player minus the applicable taxes and all technical fees.
“Audience”: Refers to any person accessing and viewing the Videos.
“Competing Service”: Refers to any online service enabling the broadcasting of In-stream Ads or Accompanying contents Ads.
“Content Creator” or “Creator”: Refers to a Partner uploading a Video library on VIOUSLY. All or part of this library can be Syndicated by all Publishers, or can be designated as private and used only by the Creator who has published it.
“In-stream Ads” and “Accompanying content Ads”: as defined in the OpenRTB Standard v2.6-202309 (https://github.com/InteractiveAdvertisingBureau/openrtb2.x)
“Intellectual Property”: Refers to all patents, trademarks, service trademarks, designs, logos, copyrights, database rights, inventions, company names and all other Intellectual Property rights, whether or not they are registered, filed or unregistered anywhere in the World, including all applications, and the right to ask for the protection, renewal, and extension of same worldwide, as well as the right to sue in case of any violation of the aforementioned rights.
“Macro”: Refers to special characters strings inserted into the VAST Tag that VIOUSLY automatically replaces with the appropriate value when calling the VAST Tag.
“Open Real-Time Bidding (OpenRTB)”: is a protocol that facilitates the automated, real-time auction of individual digital ad impressions. It allows for addressable advertising, where ads can be targeted to consumers based on their demographic, psychographic, or behavioral attributes
“Partner”: Refers to a user of VIOUSLY’s services using one or more services.
“Partner’s Channels” or “Channels”: Refers to the Channels dedicated to the Partners in the Platform. The Partners are the publishing Directors of these Channels and appear as such in their legal notices. They are available at an https://www.viously.com/XXXXX address, where “XXXXX” indicates the name chosen by the Partner upon creating its Account. The Partner may be a “Publisher”, a “Creator”, or both.
“Partner’s Remuneration” or “Remuneration”: Refers to the remuneration as mentioned in Article 5 of the General Terms and Conditions.
““Platform””: Refers to the online platform where the Partner accesses its Account, uploads Videos and benefits from VIOUSLY’s services.
“Publisher”: Refers to a Partner who broadcasts Videos, either on its Channel using the Video Player at its disposal, or via its own broadcasting vectors (“Publisher Partner’s Properties”). These Videos may be its own or Syndicated.
“Publisher Partner’s Properties”: Refers to the websites, AMP websites and mobile apps edited by the Publishers, the Publishers’ Channels, and the connected TV (CTV) channels, as well as all the broadcasting spaces published by the Publishers or for which they have legal administration, such as, but not limited to, their dedicated accounts on social media such as Facebook or Twitter, their emailing lists, and all their communication tools on Internet and mobile networks such as “chatbots”. In order to be covered by the General Terms and Conditions, the Publisher Partners’ Properties must have been reported in the Partner’s Account.
“SDK”: Refers to a code snippet provided to the Partners for the integration and analysis of the Player’s performance in the Publisher Partner’s Properties.
“Syndication”: Process where a third-party Publisher uses your Video on their Properties. These Videos will be assigned a customized export code which provides identification of the traffic for which the Creator will be granted Remuneration.
“Tag”: Refers to the URL of the file including the VAST advertising settings.
“Territory”: Refers to the entire World, unless the Parties have agreed on a different definition of “Territory” and listed the countries concerned by the General Terms and Conditions.
“VAST” (Video Ad Serving Template): Refers to the norm standardized by the Interactive Advertising Bureau which enables the unification and simplification of the exchange of information between advertising servers and video players.
“Video(s)”: Refer to the Videos published by the Partner on its Channel and all associated resources such as, for example, the thumbnail, title, description and all associated metadata. A Video is said to be private when the Partner decides to be the only one to publish it on its Properties, meaning the Partner prevents its Syndication by other Publishers on their respective properties.
“Video Player” or “Player”: Refers to the media player developed and operated by VIOUSLY, which enables the viewing of Videos on the Platform as well as on the Publisher Partners’ Properties.
“VIOUSLY’s API”: Refers to an application programming interface which enables the Partner’s information system to interact with VIOUSLY’s Platform, including the uploading of Videos.
Article 2: Purpose
VIOUSLY is a service which consists in the provision of an interface to the Partner (i.e., the Partner’s Account) allowing the uploading of Videos on the Platform, as well as tools and features allowing the sharing of Advertising Revenues created by the broadcasting of Ads accompanying the Videos.
Among the tools that are placed at the disposal of the Partner in self access, a service of management of the advertising Tags “VAST” (Video Ad Serving Template) will be made available. The use of such service management is defined in Article 4.5.2 of the General Terms and Conditions.
Article 3: Partner’s Account
3.1 Creation of an Account
The request for the creation of an Account allowing the validation of the General Terms and Conditions will only be accepted by VIOUSLY subject to its technical and legal capacity to satisfy it, with regard to its existing commitments. VIOUSLY shall not in any case be liable for its refusal to create an Account. VIOUSLY can decide to terminate a Partner’s Account during or after the trial period of thirty (30) days.
3.2. Description
Starting with the acceptance of the General Terms and Conditions by the Partner, VIOUSLY will provide the Partner with an Account through which the Partner may upload the Videos of its choice on the Platform. Should the Partner ask VIOUSLY and should said request be accepted, the Partner will benefit from VIOUSLY’s Video Player and be able to use it on the Publisher Partner’s Properties.
The Partner Account includes a dashboard containing information about its Account status such as Remuneration and audience statistics from the Video Player.
3.3. Contact details and supporting documents
The Partner undertakes to communicate its contact details and any detailed information asked of the Partner, as well as documents supporting its status to VIOUSLY and to update them in its Account should any changes to such information or documents occur.
3.4. Login and password
The Partner acknowledges and agrees that it is solely responsible for the login and passwords related to its Account. Any suspicion of disclosure or sharing, whether intentional or not, of its login and passwords would be the sole and personal responsibility of the Partner.
Under no circumstances will VIOUSLY be held liable for any unlawful or fraudulent use of the Partner’s login and passwords, and the various services put at the Partner’s disposal.
3.5. Contractual documents
By accepting the General Terms and Conditions, the Partner undertakes to comply with the Privacy Policy (https://corporate.sparteo.com/privacy-policy) and the Content Creators Guidelines (https://www.viously.com/content/guidelines_content_creators_en.pdf) which it had to accept along with the General Terms and Conditions (hereinafter referred to collectively as “VIOUSLY’s Charts” and attached as an appendix to the General Terms and Conditions).
Article 4: Conditions of implementation
4.1. Licenses
4.1.1. Use of the Video Player
VIOUSLY grants the Partner a non-exclusive and non-transferable right to embed the Video Player on the Publisher Partner’s Properties to broadcast the Videos of its choice on the Territory, and to broadcast said Videos on the Platform in the Partner’s Account, for the duration of the General Terms and Conditions as provided in Article 6.1.
4.1.2. Use of Videos or Video Channels
Pursuant to the warranties of the General Terms and Conditions, and in particular Articles 8 and 9, the Partner grants VIOUSLY and the Publishers (if applicable), the right to make available, reproduce, represent, communicate to the Audience, exploit and distribute the Videos on all the Publisher Partners’ Properties via the Video Player, whether the Videos are gathered in a Channel or used individually on the Platform. This license is granted for the Territory and for the entire time the Videos are online.
4.1.3. Choice of the Videos
The Parties agree that the Partner chooses, at its discretion, the Videos it wishes to publish online, or broadcast on its Account and Properties, using the Video Player. The Videos published by a Partner on one or several of its Properties may be, upon its request, automatically synchronized with its Channel.
The exploitation of any Video by the Partners is their sole responsibility, as well as the broadcasting of any Video selected by the Partner for its Properties.
The Partner may at any time delete a Video from the Platform, especially if the Partner considers that the broadcast of the aforementioned Video is contrary to the applicable laws of the country where the Partner has its registered office or of the country of the Audience. In this case, the withdrawn Video will no longer be viewable via the Video Player on the Publisher Partners’ Properties.
Notwithstanding the above, in the case of a Video not set to “private,” it is agreed between Parties that any Video generating over fifty Euros (50 €) tax excl. in Advertising Revenue, will remain on the Partner’s account. The Publishers Partners will communicate the video to the Audience for a duration of twelve (12) months. This duration of twelve (12) months starts from the moment the aforementioned Video generates fifty Euros (50 €) tax excl. of Partner’s Remuneration. Therefore, the Partner alone will not be able to delete the Video.
If the Partner thinks that there is any problem with the Video, it must immediately notify VIOUSLY.
4.2. Conditions of implementation regarding the Player on the Partner’s Properties
Regarding the implementation of the Player on the Publisher Partner’s Properties, the Partner will need to notify VIOUSLY by email or via the features available for this purpose on the Properties Platform on which the Partner wants to broadcast Videos.
VIOUSLY will perform the necessary integrations in order to enable Video sharing on the Partner’s Properties.
Should the Publisher Partner’s Properties or the services they edit require specific adaptations, the Parties might need to enter into an amendment contract to the General Terms and Conditions in order to specify the conditions of the implementation of the Player on the Publisher Partner’s Properties.
4.3. Ads
4.3 1. Type and broadcasting of the Ads
The Partner agrees to not prevent the Ads associated with the Videos from being viewed. Unless specifically agreed otherwise, the Partner will refrain from selling the advertising spaces available in the Videos that are used by VIOUSLY and/or benefiting from the services in the context of the General Terms and Conditions.
Furthermore, the Partner understands and agrees that the Videos can be broadcasted via the Video Player on other Publisher Partners’ Properties pages, including third-party Ads outside of VIOUSLY’s Player (such as Ads known as “display” Ads), from which the Partner will not receive any Remuneration.
4.3.2. Broadcast and marketing exclusivity as part of the service
Except in particular cases related to the VAST Tags management (Article 4.5), the Partner allows VIOUSLY to exclusively associate Ads to the Videos broadcasted on the Publisher Partner’s Properties and/or via the Partner’s Account.
Likewise, only VIOUSLY will be allowed to market the advertising spaces dedicated to Ads within the Video Player located on the Publisher Partner’s Properties and/or within the Partner’s Account.
4.3.3. Establishing the Ads’ prices and types
The Partner understands that VIOUSLY is free to determine, at its own discretion, (i) the terms of the agreements entered into with advertisers, (ii) the rates for the marketing of Ads, (iii) the conditions under which the Ads can be viewed and (iv) the nature of the Ads.
4.3.4. Ads.txt
The file ads.txt (“Authorized Digital Sellers”) is a text file hosted on the Publisher Partner’s Properties. It includes several lines of instruction which specify which vendors are authorized to market the advertising spaces. Therefore, some of these lines concern so-called In-stream Ads.
Regarding the marketing of In-stream Ads, unless prior and express authorization granted by VIOUSLY, the Partner must use the text from the VIOUSLY file ads.txt as is, to which the Partner is not allowed to add, remove or modify any lines of instruction.
The other ads.txt configuration lines written or kept by the Partner must neither conflict nor interfere with the effects of the content provided by VIOUSLY.
To request an exemption to VIOUSLY in order to modify the content of the ads.txt file provided by VIOUSLY, the Partner may send an email to VIOUSLY in which the Partner should specify what it wishes to add and for how long. VIOUSLY is under no obligation to accept the modification requested, and will communicate its decision to the Partner as soon as possible.
4.4 Initial integration of the service tools
To enable the initialization of the service on the Publisher Partner’s Properties, the Partner shall implement prerequisites and collaborate in a UAT (User Acceptance Testing) procedure.
4.4.1. Prerequisite
In order to work, VIOUSLY’s service needs an SDK to be implemented on all of the Partner’s pages. This SDK must be implemented according to a specific process. The Partner undertakes to follow such process as it is necessary for the effective operation of the Player.
The Partner must also set up a Player on the VIOUSLY Platform
Then, the Partner must put the export code on each type of page on the Publisher Partner’s Properties. Once these steps are completed, the UAT procedure operated by VIOUSLY’s technical teams may begin.
4.4.2. User Acceptance Testing
User Acceptance Testing (“UAT”) by the Partner is necessary to ensure the effective operation of the Player on the following Web browsers (on the most recent versions to date): Chrome, Safari on “desktop” and “mobile” devices.
The code of the Publisher Partner’s Properties will be analyzed by VIOUSLY’s teams in order to ensure that there are no conflicts that could affect the functioning or degrade the appearance and normal performance of the Player.
UAT is carried out as part of an analysis which takes into account the behavior of the Audience.
For instance, when the window is resized, or when the user scrolls up or down, some elements on the Partner’s website may appear or move, thus covering or being covered by the Player.
The purpose of the UAT is to adapt VIOUSLY’s Player as much as possible, depending on the allotted time and the technical possibilities.
The goal is for the multiple setups offered to integrate seamlessly when the viewers open the Publisher Partner’s Properties.
If the technical setup of the Publisher Partner’s Properties doesn’t allow VIOUSLY to adapt the Player, VIOUSLY will inform the Partner of the necessary technical adaptions, which the Partner will make at its own expense.
4.4.3. Deployment
A summary of the UAT along with optional observations (screenshots, instruction lines (code)) which were used to adapt the Publisher Partner’s Properties to the Player will be given to the Partner and the Partner will be informed when the service is operational.
The result of the UAT may be challenged by the Partner within five (5) business days following receipt of the UAT result and the operational service notification. Upon expiry of this deadline, the UAT result shall be deemed approved.
4.4.4. Cost and subsequent change of the initial integration
The Partner is invited to coordinate with VIOUSLY’s teams before any modification of the developments allowing the operation of its Properties or before integrating or implementing any functionality or tool, either originating from its teams or offered by a third party, which may affect the functionality, display or appearance of VIOUSLY’s Player.
The cost of the initial integration, which represents an average of two (2) days of work for VIOUSLY’s technical teams, is borne by VIOUSLY as a commercial undertaking for new Partners.
Each calendar year, the Partner can ask for, at no additional charge (once a year), an eventual adaptation of the integration to the changes made to its Properties and services, followed by an UAT.
Any other modification subsequent to the initial integration, requested by the Partner or made necessary after some modifications the Partner might have undertaken on the Publisher Partner’s Properties, will be subject to a quote submitted to the Partner for validation, then to an invoice for the modifications accepted by the Partner. It will be subtracted from the Partner’s Remuneration.
4.5. “VAST” tags management
The following options complete the usual terms of use and invoicing of the service, to allow the management by the Partner of the “VAST” advertising Tags in its Account.
These options require a specific technical skill in order to be implemented, which the Partner guarantees that it possesses before using them.
In order for the service to function properly, the integration and the tools used in the management of VAST Tags must be validated by VIOUSLY beforehand.
4.5.1. Nature of the advertising tags management service
Notwithstanding the exclusivities mentioned in 4.4 of the General Terms and Conditions, the VAST management service enables the Publisher to choose, via its Administration Area, to broadcast campaigns that it will have sold itself, with its Videos or the ones available in VIOUSLY’s catalog, and to determine the broadcast priority.
It also enables the addition of settings options to the VAST Tag using Macros for such campaigns.
The Publisher may also decide to deactivate the Ads.
In any case, the Publisher shall continue to benefit from the Player service for the implementation, the optimization concerning broadcasting and the reporting of the broadcast of Videos and the result of its choice of Ads that may be displayed with them.
4.5.2. Options for the advertising tags management service
There are three types of complementary broadcast methods that the Partner can choose from, as an option, in the Administration Area:
“VAST Booster”: The Partner wants to book 100% of the requests with its Ads;
“VAST Adserving”: The Partner wants to broadcast its Ads alongside VIOUSLY’s one;
“VAST Stop”: The Partner may also choose the option not to activate the advertising service with the option “no ads”. This option deactivates the In-stream Ads if the Partner doesn’t want to monetize via advertising when broadcasting all or part of its own Videos for all or part of its visitors.
The interface allows the promotion of some of these different options in a dynamic way according to predetermined circumstances. Some of which, as noted in the Administration Area, are alternatives and cannot be combined.
4.5.3. Implementation of the advertising tags management service
In the “VAST” page of the Administration Area, the Partner can choose the instruction it decides to use and integrate it into the URL of its VAST linear preplay Ad Tag.
4.5.4. Maintenance of the advertising tags management service
Activating the VAST Adserving makes it impossible for VIOUSLY to operate the maintenance of the effective operation of VIOUSLY’s Player. Before requesting any assistance, the Partner must deactivate the VAST Adserving and check if the problem persists.
Article 5: Financial Conditions
5.1. Partners’ Remuneration Principle
The Advertising Revenue from the Ads in the Videos broadcast via VIOUSLY’s services generate revenues for both the Publishers and the Creators:
SDK Integration:
Fifty-two percent (52%) of the Advertising Revenues will be granted to the Publisher.
In cases where the Partner uses VIOUSLY’s content catalog, Forty percent (40%) of the Advertising Revenues will be granted to the Publisher.
AMP Integration:
Sixty-eight percent (68%) of the Advertising Revenues will be granted to the Publisher.
In cases where the Partner uses VIOUSLY’s content catalog, Sixty percent (60%) of the Advertising Revenues will be granted to the Publisher.
Creator revenue
In cases where the Partner is the Creator, VIOUSLY will share the Advertising Revenue minus the Publisher Revenue on a 20/80 basis.
5.2. Partner’s Remuneration
The Partner understands and accepts that VIOUSLY does not guarantee in any way a minimum volume of Ads associated with the Videos, and therefore does not guarantee any minimum Remuneration to the Partner.
5.3. Remuneration monitoring by the Partner
At any time, the Partner can request an estimate, for information purposes only and non-contractual, of its Remuneration for the ongoing month in the Remuneration area of its Account.
In the thirty (30) days following the expiration of each calendar month, the Partner can see the valid numbers for billing purposes on which its Remuneration will be based for the said month.
Valid numbers for billing purposes are made available online. If the Partner does not contest these numbers in writing to VIOUSLY within fifteen (15) days after this information was made available online, these numbers will be considered approved and definitely accepted by the Partner.
VIOUSLY can only remunerate the Partner based on the amounts that are effectively and definitively reversed to it. In case of cancellation of Advertising Revenues by an advertising source (Google or other), the cancelled amount will be deducted from the Partner’s Remuneration, even if the deduction occurs after the issuance of the final account.
This document alone shall be binding for billing purposes, to the exclusion of any estimate previously viewed on the Partner’s Administration Area.
5.4 Default billing
By default, the Partner benefits from an automated-billing system operated by VIOUSLY. After accepting the General Terms and Conditions, the Partner will have to complete the information needed for the payment of the Remuneration in its Account and accept the automated billing authorization proposed. Subject to compliance with these formalities, VIOUSLY will issue a billing within sixty (60) days after each calendar month in the name of and on behalf of the Partner.
5.4.1. Billing by the Partner
Subject to a special agreement which VIOUSLY is not obliged to give, the Partner may request to submit its own bills, instead of utilizing the automated-billing system.
In this event, the Partner will have to issue an invoice showing the VAT at the rate in force and in accordance with its tax system. The Partner will have to send the invoice to VIOUSLY from the 10th of the second month following the invoice period in question within a maximum period of sixty (60) days at the end of each calendar month. Amounts for which VIOUSLY has not received an invoice within this period cannot be claimed.
5.4.2. Minimum amount
For all methods of billing, any Remuneration will be postponed to the next calendar month as long as the total amount of the Partner’s Remuneration doesn’t exceed at least one hundred Euros (100 €), no matter the currency chosen for the Remuneration.
5.5. Special billing related to the use of the Advertising tags’ management service
As stipulated in Article 5.1, the business model of VIOUSLY’s services is based on sharing the value created by the marketing of advertising spaces operated by VIOUSLY’s advertising department.
If and when the Partner decides to depart from it (as stipulated in Article 4.5), the cost of utilization is then related to the VIOUSLY’s Player operation is billed as follows.
5.5.1. Priority choice tags and additional billing
These charges will be added to the revenue share mentioned in Article 5 of the General Terms and Conditions:
Price tax excl. – per thousand request triggered by a VAST Adserving linear pre-viewing advertising Tag:
Integration Domain Price
SDK test.fr 4.30 €
SDK test.com 4.30 €
AMP test.com 6.30 €
Price tax excl. – per thousand adstart triggered by a VAST Booster linear pre-viewing advertising Tag:
Integration Domain Price
SDK test.fr 4.10 €
SDK test.com 4.10 €
AMP test.com 6.10 €
5.5.2. Exclusion tags of VIOUSLY’s advertising inventory broadcast and replacement billing
The Partner may choose to systematically exclude VIOUSLY from the monetization sequence, or to do so occasionally, by activating the “VAST Stop” option. Consequently, these charges will replace the revenue share mentioned in Article 5.1 of the General Terms and Conditions:
1 € (one euro) tax excl. – per thousand “play” whether it broadcasts an Ad or not, and an added 0.5 € (fifty cents) tax excl. – per thousand “play” if the Video comes from VIOUSLY’s content catalog.
These different types of billing may be cumulative when implementing the service.
5.6. Remuneration
VIOUSLY will proceed to the payment of the invoices within fifteen (15) days of issuance by VIOUSLY in the name of and on behalf of the Partner and/or the month after VIOUSLY receives the bills sent by the Partner when the exception mentioned in Article 5.4.1 is applicable.
Payments will be made by wire transfer to the bank account indicated in the Partner’s Account, provided that the banking and tax legislation allows it at the time of the payment.
No payment may be made to a person (natural or legal) other than the Partner. Payments may only be sent to a bank account in the name of the Partner, and VIOUSLY may, on its own initiative or at its banking partner’s request, request all information and supporting documents required by the applicable laws of the country where VIOUSLY’s and/or the Partner’s registered office are located, and/or where the Partner’s bank account is located.
5.7. Effectiveness of the Contract
Remuneration shall only be paid as provided in section 5.6 under an effective contractual relationship pursuant to these General Terms and Conditions. The continued operation of tools and features allowing for the sharing of VIOUSLY’s Advertising Revenues following termination of the relationship under these General Terms and Conditions shall not result in any remuneration prior to a potential new subscription to the service.
Article 6: Duration – termination
6.1. Duration
The General Terms and Conditions are effective once VIOUSLY accepts the Partner and once the Partner accepts the General Terms and Conditions, and does so on an annual basis.
The General Terms and Conditions will be tacitly renewed each year, but each Party remains free to terminate the Partner’s Account on the anniversary date of its creation subject to three (3) months’ notice sent by a registered letter with confirmation of receipt to the other Party.
Due to VIOUSLY’s role as intermediary between advertisers and the Publisher, only campaigns that are suitable for the remaining duration of the contract can be allocated from the start of the notice period.
6.2. Effective use
The maintenance of the Partner’s accounts induces fixed costs for VIOUSLY.
Any Partner’s Account which doesn’t generate a Remuneration of the Partner of at least ten euros (10 €) in the past month will be billed and debited the sum of five euros (5 €) monthly management fees. If and when the balance is insufficient for this debit of five euros (5 €) to be made, the Account will be suspended. A new agreement will be needed to reactivate the Account.
In the event of termination of the General Terms and Conditions by the Partner due to cessation of activity, the deletion of the Account will result in a technical deactivation fee of 2,000 € (two thousand euros) tax excluded. This amount may be subject to compensation applied to the closing invoice.
6.3. Modification of the General Terms and Conditions
The Partner will be informed of any modification in the General Terms and Conditions via a message upon accessing the service for the first time or after said modification occurred. This message will allow him to read the new General Terms and Conditions, before accepting them in order to continue its use.
If a modification in the General Terms and Conditions should reflect a substantial modification reducing the Partner’s rights in its use of the service and not simply reflect an improvement of the service, such as the addition of new functionalities, the reorganization of the functionalities or the service’s presentation formatting, the Partner will be granted permission to refuse the new General Terms and Conditions, by means of a registered letter with acknowledgment of receipt, and this refusal will lead to the termination of all services one (1) month after its refusal.
6.4. Termination as a result of breach
In case of serious failure to comply with the obligations herein under the General Terms and Conditions on the part of the Partner, VIOUSLY may terminate the Partner’s Account, and without prejudice to any damages that it may claim, one (1) month after sending a registered letter with acknowledgment of receipt, specifying the aforementioned failure, which was not fully remedied within the aforementioned period of thirty (30) days, or without delay in case of gross failure.
6.5 Unilateral termination/breach
Investments made, as well as maintaining and hosting the Partners’ Accounts and the Videos they include, represent a fixed cost to VIOUSLY.
If the Partner, without notice and outside the possibilities offered by the General Terms and Conditions, performs any action which would effectively block or terminate the service subject to the General Terms and Conditions and in the absence of any restoration within eight (8) days after a formal notice issued by any means, the Partner will remain indebted to VIOUSLY on a monthly basis for the average amount of Remunerations earned during the period of its operation, and this until the normal contractual expiry date. Notwithstanding article 6.4, termination at VIOUSLY’s initiative may be immediate.
Any modification or alteration of the configuration of the VIOUSLY Player, without prior agreement, which results in a decrease of more than thirty percent (30%) of the Advertising Revenues, will be considered as an action blocking the functioning of the service subject to the General Terms and Conditions.
If, after having unilaterally terminated the General Terms and Conditions with VIOUSLY, the Partner Publisher wishes to use the services of VIOUSLY again and/or reactivate its Account within two (2) years of the termination of the General Terms and Conditions, it acknowledges and accepts that VIOUSLY may charge him a reactivation fee of one thousand five hundred Euros (1500 €) tax excluded.
Article 7: Intellectual Property
7.1. Videos, name, trademarks and logo
All Intellectual Property rights arising from or related to the Videos, such as the Partner’s names, trademarks and logos, are and remain its own property. Unless otherwise provided for within the General Terms and Conditions, no provision grants VIOUSLY any Intellectual Property rights over the Partner’s Videos, names, trademarks or logos.
7.2. Promotion
The Partner grants to VIOUSLY a non-exclusive right, worldwide and throughout the term of the General Terms and Conditions, to use all or part of its Videos as well as the Partner’s name, trademark and logo for promotional purposes on the Platform, in press releases, online newsletters and marketing presentations or for uses of a similar nature.
7.3. Video Player, Platform and Publisher Partners’ Properties
All Intellectual Property rights arising from or related to the Video Player, the Platform and the Publisher Partners’ Properties are and remain the exclusive property of VIOUSLY or the Partners’ when applicable. Unless otherwise provided for within the General Terms and Conditions, no provision grants the Partner any rights regarding Intellectual Property or the use of the Platform, Video Player, and/or the Publisher Partners’ Properties.
Article 8: Loyalty and non-competition
The economic balance of the General Terms and Conditions rests on the Partner’s loyalty when implementing VIOUSLY’s Video Player on their Properties and in this respect, to the fact that the Partner ensures that all conditions are met for its optimal functioning. Such loyalty also implies the maintenance of the contractual relationship for a sufficient period of time, which is the only way to justify VIOUSLY’s initial investment in the necessary initial developments for each Partner.
The Partner agrees to not use or allow the Publisher Partner’s Properties or its Videos to be used to implement a Competing Service, or a service, whatever its nature, which would interfere with (e.g. no more than one video ad placement may play in view at any given time) or hide, even partially, VIOUSLY’s Video Player. Notably, the Partner agrees to not add any Competing Service in the ads.txt file.
Should it be discovered that one of these obligations had been violated, VIOUSLY will ask the Partner by any means to cease said activity within a maximum of forty-eight (48) hours.
For the period during which this Competing Service or interfering service has been operating and continues to operate in breach of the above obligations for the benefit of the Partner, the Partner will owe VIOUSLY eight (8) times the average amount of the Remuneration it received during the period of its operation or the average amount of the last four (4) months if the operation has exceeded this period.
During the three (3) years following the termination of the General Terms and Conditions, whatever the cause, the Partner is forbidden to develop a solution which competes with VIOUSLY’s, itself or through a structure in which it participates, or that it owns or controls. The Partner must, without delay, inform VIOUSLY of such connection, such as an employment contract, with a structure that offers a competing solution, as soon as such connection appears.
Article 9: Warranties and indemnification
9.1. Partner’s warranties
9.1.1. On the operation of the Properties
The Partner warrants that it owns all the rights and/or authorizations necessary to ensure the undisturbed use of the rights transferred under the General Terms and Conditions to VIOUSLY on Videos, its name, its trademarks and logos, and including the online availability on the Platform, the integration and broadcast of Videos by the other partners on their Properties.
To this end, the Partner guarantees VIOUSLY that it has paid all the costs and obtained all the needed authorizations from the persons, natural or legal, who participated in the production and/or in the making of the Videos (such as but not limited to producer, filmmaker, author, artist/interpreter) and who could claim any rights to all or part of one or several Videos or to its use by VIOUSLY, and who could specifically oppose its exploitation on the Platform and/or on the Publisher Partners’ Properties.
9.1.2. On the functioning of the Player and the SDK
The Partner warrants that it will not impair the integrity of the SDK in its operation and display, and the Video Player in its operation and display, and that it will take all the technical and practical measures to ensure that its display and viewability are never impeded, hidden or reduced. Nothing may be displayed in overlay. No additional display of Ads may be linked to the operation or display of the Player.
9.1.3. On the contents
The Partner also warrants, as an essential condition, that the Videos comply with the laws and regulations of the country where it has its registered office, where VIOUSLY has its registered office and where the Audience is located, as well as the rights of third parties and that they are not, nor do they include elements which may be:
- Constituting an infringement of the Intellectual Property rights of a third party, including the reproduction or representation of an intellectual work, a trademark, or a design, without the authorization of their authors and the rights holders;
- Pornographic, pedophilic, encouraging sexual tourism, inappropriate or obscene or inclusive of explicit sexual or highly suggestive content;
- Encouraging any illegal activity or promoting illegal products or services, the committing of a felony, a crime or any act of terrorism;
- Invading someone’s privacy without their consent;
- Fake news;
- Defamatory, abusive, slanderous, offensive, insulting or degrading;
- Discriminatory, racist, xenophobic, homophobic or inciting of hatred, discrimination with regard to race, ethnic origin, religion, disability, sex, age, or sexual orientation;
- Violent, shocking or creating a threat to the security of any person or property;
- Against Human dignity;
- Advocating, promoting or encouraging any criminal, tortious, illegal or harmful activity or enterprise, offense or wrongdoing;
- Essentially, any violation of law and order.
The Partner guarantees that it will always comply with the Content Creators’ Guidelines (https://www.viously.com/content/guidelines_content_creators_en.pdf) which it acknowledges having read and agreed to along with the General Terms and Conditions. The Partner is reminded that in case one of its Videos does not respect the VIOUSLY Charters, it incurs a warning, a temporary or definitive suspension of its Account without indemnity. VIOUSLY is free to suspend any Remuneration, even if due.
The Partner guarantees that it will immediately inform and submit to VIOUSLY any complaint or action against the Videos.
The Partner acknowledges and accepts that VIOUSLY, in its quality of hosting service, is not subject to any obligation to control the Videos before they are uploaded on the Platform. In accordance with the regulations in force, VIOUSLY may be led to remove any illicit Video hosted on the Partner’s Account as soon as VIOUSLY becomes aware of it. The Partner remains fully responsible for the Video and the consequences of its diffusion until its removal. VIOUSLY cannot be held responsible in case of deletion, damage or failure to host the Videos and any other communication data kept or transmitted within the execution of the General Terms and Conditions.
9.1.4. Fraud
The Partner undertakes not to increase artificially, neither automatically or manually, either itself or through a third party, the number of views, triggers and/or clicks associated with the Videos broadcast on the Platform and/or the Publisher Partners’ Properties via the Video Player, nor will it encourage other persons to do so and/or offer any financial reward to do so.
In the event that one of the aforementioned cases is suspected and/or observed by VIOUSLY (without justification), VIOUSLY shall be free to postpone any payment even if due and/or terminate the Partner’s Account immediately without compensation, without prejudice to its other rights.
9.1.5 Video Player
The Partner understands and accepts that the Platform and Video Player, including its appearance and functionalities are provided “as is”. Any change and/or modification of the Platform and/or the Video Player will be made at the sole discretion of VIOUSLY. The Partner is not authorized to modify the Platform and/or the Video Player without the prior written consent of VIOUSLY.
9.1.6. URL synchronization
The usual methods for uploading Videos in the service are adding Videos via a file or via VIOUSLY’s API.
The Partner may also post Videos on one or several of its Properties by requesting an automatic synchronization with its Channel. This solution requires a specific technical development from VIOUSLY which is only offered on an exceptional basis and subject to the Video access availability for VIOUSLY on the third-party services at the time of the synchronization.
9.2 Compensation
The Partner commits to compensate VIOUSLY for any costs, expenses (including legal fees such as attorney’s fees), losses, damages and other liabilities (whatever they might be) suffered by VIOUSLY, which resulted in any complaints and/or proceedings undertaken by a third party as a result of a breach of the obligations, declarations, and/or guarantees of the Partner in the context of the General Terms and Conditions.
9.3 Liability exclusion
The Partner shall not hold VIOUSLY liable for any loss of revenue, loss of profit or any special, indirect or consequential losses arising out of or in connection with the General Terms and Conditions. Under no circumstances shall VIOUSLY’s liability, resulting from the General Terms and Conditions, exceed the total amount paid by VIOUSLY to the Partner during the last year of the General Terms and Conditions.
Article 10: Confidentiality
Each Party warrants the confidentiality of all information of any nature whatsoever, whether written or oral, of which they have become aware during the execution of the General Terms and Conditions (hereinafter the “Confidential Information”), including:
1. All information or data disclosed by VIOUSLY to the Publisher, in particular, but not exclusively, those relating to “Analytics”, defined as follows:
Analytics is a new interface set up by VIOUSLY to monitor the actions of the service and its performance for the Partner. Analytics is original and innovative because it allows the Partner to obtain a lot of information in real time concerning the value of a page or a play.
Analytics allows to lift the various technological barriers so that a media site editor has at its disposal the factors that influence the value of a play.
It provides the KPIs that allow the analysis of the margin generated by the content and the making of rational and coordinated management decisions for both the editorial and marketing teams.
The functionality and design of Analytics, which has required significant research and development investments by VIOUSLY, constitutes a business secret within the meaning of Law No. 2018-670 of July 30, 2018 and Directive 2016/943/EU of June 8, 2016; its disclosure could seriously harm the interests of VIOUSLY.
Its appearance and the description of its content have been registered with the French National Institute of Industrial Property (INPI).
More generally, VIOUSLY’s “Confidential Information” includes, without limitation, all written or printed documents, all samples, business secrets, know-how, all documents, information, results or data of an artistic, technical, scientific, legal, marketing, commercial, financial or other nature, computer programs, databases, software, studies, drawings, plans, drafts, models, and all information relating to VIOUSLY’s activities, actions, campaigns, budgets, and/or offers, as long as these are not made public.
2. The amount of the Partner’s Advertising Revenues communicated to VIOUSLY as well as the information accessible on the Partner’s audience analysis tool (for example: Google analytics) to which the Publisher has given VIOUSLY access in read mode.
The Parties agree to:
Use the Confidential Information exclusively for the execution of the General Terms and Conditions;
Keep Confidential Information confidential and in particular don’t use or allow the use of all or part of the Confidential Information for the benefit of third parties;
Disclose the Confidential Information only to their employees, representatives and/or advisors, designated by them, for whom access to the Confidential Information is strictly necessary for the performance of the General Terms and Conditions; being specified that such disclosure implies that such employees, representatives and/or advisors agree in advance and in writing to submit, under the same conditions, to the obligations hereof;
Take all necessary steps with the employees under its authority to ensure that the obligations of the General Terms and Conditions are complied with;
In general, each Party shall refrain from any communication or transmission, in particular via the Internet, which could harm the Confidential Information or generally the interests of the other Party;
Take at least the same precautions for the protection of the Confidential Information as those taken for the protection of its own confidential information;
Don’t file in its own name or to have filed in the name of a third party any application for industrial property rights on the Confidential Information;
In particular, the Publisher shall not take any photographs, copies, screenshots, or fixations in any medium of Analytics, let alone disclose any information of any kind relating to Analytics to any third party to the General Terms and Conditions.
The obligations of the General Terms and Conditions do not apply to Confidential Information:
Which was, is, or becomes publicly available without the other Party’s disclosure, in breach of its obligations under the General Terms and Conditions;
Made public by any other lawful cause without fault of the other Party.
This non-disclosure or non-use obligation shall not apply where a Party is under a legal duty to disclose or is required to disclose by a court of competent jurisdiction any Confidential Information; however, prior to actually disclosing or using such Confidential Information, the Party concerned shall promptly inform the other Party of this obligation and shall cooperate with the other Party so that it may – where appropriate – maintain confidentiality and/or obtain a court or administrative order to reduce the extent of disclosure and/or use of the Confidential Information.
This obligation of confidentiality shall continue as long as the Confidential Information concerned has not become public, unless the Party having communicated such Confidential Information explicitly and expressly agrees to a waiver of confidentiality.
This section shall survive the termination or expiration of the General Terms and Conditions for any reason.
Article 11: General provisions
11.1 Entirety of the agreement
The General Terms and Conditions express all the obligations of the Parties and automatically replace all prior written or verbal agreements.
11.2 Personal data protection
For any personal data processing related to the service, each Party is independently responsible for its own processings and must assume its own responsibilities for compliance with applicable regulations for its personal data collections, processing and transfer practices.
In this respect, each Party that communicates personal data to the other guarantees that they have been collected in accordance with applicable regulations and agrees to inform the persons whose personal data they communicate to the other Party of the fact that their data may be processed by its co-contractor, indicating on what basis and to what end, and in general, of the content of this article.
In the event where the service implementation leads VIOUSLY to personal data processing operations, then they would fall under VIOUSLY’s Privacy Policy (https://corporate.sparteo.com/privacy-policy). The data released to VIOUSLY for the administrative and commercial implementation of the General Terms and Conditions are collected by SPARTEO group for all companies and services of the start-up studio whose presentation is available on sparteo.com.
11.3 Independence of the Parties – non solicitation
The Parties shall act independently of each other, and the application of the General Terms and Conditions shall not be deemed to create, in particular, an employment contract, a mandate, or any form of subordination between them, or a company or any other form of organization between the Parties.
The Partner agrees, to the extent possible, (i) to avoid being economically dependent on VIOUSLY and, in this regard, (ii) to diversify its customer base so that VIOUSLY does not represent a significant portion of the Partner’s revenue.
The Partner shall inform VIOUSLY in writing at any time during the term of the General Terms and Conditions if its Remuneration exceeds 50% of the Partner’s turnover. In such an event, the Partner shall (i) implement measures to diversify its clients and (ii) inform VIOUSLY of such measures.
The Partner agrees not to hire or arrange to have hired any employee of VIOUSLY who has participated in the performance of the Services during the entire term of the General Terms and Conditions and for one (1) year following its termination.
11.4 Severability
In the event that one of the clauses in the General Terms and Conditions is deemed void or inapplicable by any jurisdiction whatsoever, and this by a final decision, this clause will be deleted, without resulting in the nullity of the entire General Terms and Conditions, all the clauses of which will remain fully in force. However, in case the nullity or inapplicability of a clause in the General Terms and Conditions would seriously affect the legal and/or economic balance of the latter, the Parties agree to consult each other in order to substitute for the said clause a valid clause which is as similar as possible to it both legally and economically.
11.5 Assignment
The Partner may not assign all or part of its rights and obligations hereunder, unless prior written agreement has been obtained from VIOUSLY.
VIOUSLY may freely transfer all or part of the rights and obligations resulting from the General Terms and Conditions.
11.6 Force majeure
In the event of a case of force majeure (as provided by Article 1218 of the French Civil Code) where one of the Parties could not perform one of its obligations on time, no Remuneration will be due to the Partner as long as such Party is not able to perform its obligations.
11.7 Applicable law and jurisdiction
The General Terms and Conditions are subject to French law. In case of a dispute regarding the validity, interpretation and/or execution of the General Terms and Conditions, French courts shall have sole jurisdiction.
It is stated that in case the Partner is professional, the Commercial Court of PARIS will have sole jurisdiction, including in the case of multiple plaintiffs, summary proceedings or guarantees.