Table of content

Dailymotion Advertising Terms & Conditions

Version française disponible ici.

1. DEFINITIONS

In these Terms, the following terms shall have the meanings set forth below:

“Ad(s)” or “Advertising(s)” means any advertisement material promoting the supply of goods and services that the Buyer wishes to insert within the Ad Placement as part of a campaign on the DAILYMOTION Properties in accordance with the Terms.

“Adjustment” means any adjustments and/or corrections of the Campaign Total Cost based on the actual cost of the Ads served during a given Campaign, as well as any other amount due by the Buyer under an IO, such as any late payment penalties.  

“Ad Materials” means artwork, copy, or active URLs for Ads.

“Ad Placement(s)” means any link, banner, video or any other advertising placements format which is capable of displaying Ads on the Ad Properties and is available during the Campaign Duration.

“Ad Property(ies)” means any website or app (including but not limited to the DAILYMOTION Properties) on which the Ad Placement(s) may appear.  

“Ad Tag” or “Tag(s)” means any HTML code (most often in JavaScript or I-Frame), tag, cookie, pixel or other tracer placed within an Advertisement and which can be integrated directly by the Buyer or his technical service provider, or via DAILYMOTION.

“Advertiser(s)” means any person, designated in the applicable IO, who wishes to promote the goods, products and/or services referred to in the Ads.

 “Affiliate(s)” means, with respect to either party, any corporation, firm, partnership, person or other entity, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party.

“Agency” means the advertising agency, the media buyer or other entity, as designated in the IO, and acting as an agent of the Advertiser and who has the authority to enter into these Terms and to execute an IO on behalf of the named Advertiser.

“Buyer” means the person or entity placing and signing the IO (whether it is the Advertiser or the Agency) and charged by DAILYMOTION in accordance with the terms set forth in Section 4 of the Terms. 

“Campaign” means the marketing action undertaken by the Buyer via an IO to promote the Advertiser’s goods, products and/or services and in accordance with these Terms and the Campaign Specifications.

“Campaign End Date” means the last date of publication of the Ads (as specified in the IO) onto the Ad Placement.

“Campaign Start Date” means the first date of publication of the Ads (as specified in the IO) onto the Ad Placement.

“Campaign Duration” means the period between the Campaign Start Date and Campaign End Date (including both dates).

“Campaign Specifications” means the Campaign End Date, the Campaign Start Date, and the Campaign Duration, together with the Campaign Total Cost, and any specifications stated in the IO regarding Ad formats, the targeting and/or the delivery of the Ads on the DAILYMOTION Properties.

“Campaign Total Cost” means the total cost of a Campaign estimated using the pricing method established in the IO (i.e: CPM, CPC, CPCV, CPTM, vCPM, etc.), including any other Campaign costs as specified in the IO.

“CPC” or “Cost-per-click” means the cost based on the number of clicks a specific Ad receives during the Campaign Duration on the DAILYMOTION Properties.

“CPCV” or “Cost-per-completed-view” means the cost based on the amount of completed views for a specific Ad served on the DAILYMOTION’s Properties during the Campaign Duration. According to the digital market standards (“IAB Standards”), a view is “completed” when a visitor has viewed an Ad in full when it is less than thirty (30) seconds long, or for a minimum of thirty (30) seconds when it is longer than thirty (30) seconds.

“CPM” or “Cost-per-thousand” means the cost per thousand (1000) Impressions of the Ad during the Campaign Duration on the DAILYMOTION Properties.

“CPTM” or “Cost-per-thousand-targeted impressions” means the CPM for which only Ads that have reached the target defined in the IO on DAILYMOTION Properties will be invoiced. For the sake of clarity, the target is defined according to demographic criteria (age and gender only) pre-established in the IO. Whether or not the target is met is determined solely based on the numbers issued by DAILYMOTION, through a qualified and trusted third-party audience measurement provider, selected by DAILYMOTION in its sole discretion.

“DAILYMOTION” means Dailymotion Advertising SAS, a French company, with offices located 140 Boulevard Malesherbes 75017 Paris, France.

“DAILYMOTION Properties” means properties either (a) owned and/or operated by DAILYMOTION or DAILYMOTION Affiliate (e.g. Dailymotion SA) which include but are not limited to: (i) the DAILYMOTION Site, (ii) all Dailymotion S.A’s mobile applications, or (b) on which the DAILYMOTION Video Player is embedded, with both (a) and (b) being accessible (online or offline) via any device including but not limited to: computers, smartphones, tablets, game consoles, any IP/IPTV platform provided through a high-speed Internet connection on IP protocol, any internet-enabled television devices or through any current or future device.

“DAILYMOTION Site” means the video-hosting worldwide Internet website (as accessible through an Internet browser from any device including but not limited to mobile and tablet) available at www.dailymotion.com or at any other URL specifically dedicated to a country (e.g.: www.dailymotion.fr, www.dailymotion.us, etc.).

“Data” means content, context, DAILYMOTION’s specific clickstream data, Visitors, and/or logged-in Visitor-entered information.

“Deliverable(s)” means the type and amount of Impressions, clicks and/or other actions desired by Buyer to be served on the DAILYMOTION Properties as agreed between the parties in the IO.

“Impression(s)” means the metric used to measure the number of times an Ad is served on the DAILYMOTION Properties.

“Insertion Order” or “IO” means the order form issued by DAILYMOTION incorporating these Terms, together with any annex, exhibit  thereto, if applicable, and which is mutually agreed to between DAILYMOTION and the Buyer, and signed and returned by the Buyer to DAILYMOTION in order for Ads to be placed on the Ad Placement in accordance with these Terms and the Campaign Specifications.

“Law(s)” means all applicable federal, state and local laws, ordinances, regulations, case law or governmental standards.

“Marks” means trademarks, names, logos, brands, symbols, designations, service marks, emblems, designs, trade dress and uniforms and all identifications, labels, thereof, whether or not registered with competent public authorities.

“Parties” means jointly DAILYMOTION on the one hand and the Buyer on the other hand.

“Policies” means the Technical Specifications and any other advertising criteria determined by DAILYMOTION, as available on the DAILYMOTION Site or otherwise communicated to the Buyer, including technical constraints, limitations related to content, user experience or the DAILYMOTION Properties’ environment on which the Ads will be served, DAILYMOTION’s policies (including its privacy policy) as well as any other advertising requirements consistent with the IAB Standards.

“Prohibited Content” means any content, element and/or Ad Material that, as determined by DAILYMOTION in its sole discretion: (i) infringes any Intellectual Property Rights, right of publicity or other right of any person or entity, or (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, explicit, indecent, pornographic, profane or is otherwise inappropriate, or (iii) encourages violence, injury or hatred to or against any individual or group, or cruelty to animals, (iv) encourages or promotes weapons, drug use or any illegal activity, or (vi) promotes any content and/or activity that infringes applicable regulations and/or advertising standards or otherwise contrary to applicable Laws in a given territory (vii) creates either “Forced visit” traffic or spyware/adware loading pages (including, in either case, popups or popunders) which load ads, or (viii) creates invisible or nested invisible IFRAMEs loading pages which load ads, or (ix) uses spyware/adware loading ads invisibly (or cause fake clicks thereon, including but not limited to click spam, robots, macro programs, and internet agents), or (x) reloads/refreshes any code causing multiple Impressions to be registered in short succession, or (xi) contains downloadable software; executable or malicious code, any virus, malicious or social engineering (phishing) code or features, worm, Trojan horse, time bomb, spyware, malware or other harmful or malicious computer code, file or program, and (xii) more generally an infringement of the applicable Policies and/or Laws.

“Sanctions List” refers to any government sanctions-related list of designated parties with whom export transactions or the making available of funds or economic resources by persons subject to the jurisdiction of the United States, United Kingdom or the European Union are prohibited (including without limitation: (a) the United Nations Security Council list of sanctioned parties, (b) the Office of Foreign Assets Control list of Specially Designated Nationals, (c) the Commerce Department Denied Person List and Entity List, (d) the European Union Consolidated Financial Sanctions List, and (e) the United Kingdom Office of Financial Sanctions Implementation List of Sanctioned Targets).

“Technical Specifications” means the features and technical specifications for the display of advertising on the DAILYMOTION Properties, established by DAILYMOTION, from the URL mentioned on the IO, and which may be amended at any time by DAILYMOTION at its sole discretion. 

“Terms” means these terms and conditions, as well as its Annex 1, if applicable.

“Third Party” means any person or entity other than the Agency, the Advertiser, DAILYMOTION and DAILYMOTION’s Affiliates.

“Total Amount” means the Campaign Total Cost, to which (i) Adjustments may be made by DAILYMOTION, and/or (ii) any applicable taxes can be charged.

“vCPM” or “Cost per viewable impressions” means the CPM by which only Ads visible on DAILYMOTION Properties are invoiced. For the sake of clarity and unless otherwise indicated within the IO, visibility is defined in accordance with the IAB Standards as (i) a minimum of two (2) seconds of at least 50% of the surface area of the Advertising creation in the case of In-stream Advertising, or (ii) a minimum of one (1) second of at least 50% of the surface area of the Advertising creation in the case of Display Advertising. 

“Video Player” means a technology developed and owned by DAILYMOTION’s Affiliate, Dailymotion SA, enabling streaming videos uploaded and hosted on the DAILYMOTION Site, and embeddable on any third party website or mobile application.

“Visitor” refers to any person visiting the DAILYMOTION Properties. 

2. INSERTION ORDERS AND AD PLACEMENTS AVAILABILITY

2.1 Validity and conditions of the IO

a. From time to time, the Parties may execute an IO under which DAILYMOTION will deliver Ads provided by the Buyer to be displayed onto the Ad Placements in accordance with these Terms.

b. The IO is established in a form provided by DAILYMOTION and will be binding only if accepted as provided in Section 2.1(c) below.

c. Acceptance of the IO and these Terms will be made only upon receipt by DAILYMOTION of the signed IO either by the Advertiser himself or the Agency placing such IO in the name and on behalf of the Advertiser with DAILYMOTION (i.e. by the Buyer), provided that the signed IO is received by DAILYMOTION at least two (2) business days before the Campaign Start Date.   

d. Each IO shall specify: (i) the identity of the Advertiser for whom the Campaign is executed and billed; (ii) the identity of the Agency placing the IO on behalf of the Advertiser, in the event that it is not the Advertiser itself that is executing the IO; (iii) the type and name of the product(s) and/or service(s) to be promoted (if available); (iv) the Deliverables and (v) the Campaign Specifications, including the Campaign Total Cost.

e. Any IO signed by the Buyer is strictly personal and cannot be assigned, even partially, to a Third Party without DAILYMOTION’s prior written approval. Unless otherwise agreed in the IO, DAILYMOTION does not give under these Terms, any exclusivity to the Buyer and does not guarantee that a competitor of the Advertiser will not be present in an adjacent Ad Placement during the Campaign Duration.

f. The signature of an IO gives DAILYMOTION the right to sell, reproduce, display, transmit and deliver the Ads on the Ad Placement . The IO gives Visitors the right to access the Ads together with any site, content or Ad Material linked to the Ad.

g. In addition, the signature of an IO gives DAILYMOTION and its Affiliates the right to use Advertiser’s Marks on any Advertising materials, as well as on any marketing materials, or  internal presentation materials for any DAILYMOTION’s and DAILYMOTION’s Affiliates’ promotional, marketing and/or internal purposes (ex. audit, certification, etc.). Any other use of Advertiser’s Marks by DAILYMOTION or its Affiliates shall be subject to Advertiser’s prior written approval (email sufficient). Any use by Advertiser of DAILYMOTION’s and/or DAILYMOTION’s Affiliates’ Marks shall be subject to DAILYMOTION’s prior written approval (email sufficient). Either Party may issue a press release announcing the business relationship between the Parties upon written approval of the other Party (email sufficient).

h. Buyer shall not resell the Ad Placement purchased in the executed IO to any third party other than the Advertiser as defined herein, being agreed that any DSP, adnetwork or adexchange platform are expressly excluded from the definition of authorized Advertisers.

2.2 Unavailability of the Ad Placements

In the event of unavailability of the Ad Placements, DAILYMOTION will make commercially reasonable efforts to notify the Buyer within two (2) business days of the receipt of an IO executed by the Buyer.

2.3 Revisions or modifications of the IO

a. By the Buyer: Revisions or modifications requested by the Buyer to an executed IO will not be valid unless (i) accepted in writing by DAILYMOTION (email sufficient) and; (ii) addressed to DAILYMOTION at least twenty-four (24) business hours before (a) the Campaign Start Date or (b) the display of the first Ad Impression by DAILYMOTION (whichever occurs first), unless otherwise agreed upon in the IO.

b. By DAILYMOTION: DAILYMOTION will use commercially reasonable efforts to notify the Buyer at least five (5) business days before any material change to the Ad Placement that would change the target audience or significantly affect the size or placement of the Ads specified in the IO. In the event that Buyer has been informed of such a change within the said period and opposes it, the Buyer’s sole remedy is to immediately cancel the remainder of the IO within the five-day notice period. If DAILYMOTION has failed to provide such five-day notice, Buyer may cancel the remainder of the IO within thirty (30) days of the modification, and will not be charged for any affected Ads delivered after such modification.

DAILYMOTION will only charge the Buyer for the actual cost of the Ads served, provided that it differs from the Campaign Total Cost specified in the IO.

2.4 Ad servers

a. Both Parties agree that all data and statistics related to the Ad’s delivery and the execution of the IO (including but not limited to traffic and Impressions data) will be provided according to the figures and data recorded by the Dailymotion SA’s ad-server.

b. In the event that DAILYMOTION agrees, at its sole discretion, to Buyer’s request to use a Third Party ad server as specified by the Buyer during the Campaign Duration, such use shall be expressly specified in the IO. It would then be understood that the Buyer is not authorized to substitute, change or replace the Third Party Ad Server specified in the IO without DAILYMOTION’s prior written consent. The Buyer and DAILYMOTION agree to give each other mutual access to all non-owned data and statistics from their respective ad servers. If a Party is unable to give such access, that Party shall provide to the other Party a weekly report containing this information.  

c. However, all Ads delivery data and statistics (where relevant) will still be provided according to the figures and data registered by DAILYMOTION, unless otherwise agreed in writing in the IO. As such, if the IO provides that data and statistics relating to the delivery of Advertisements will be provided according to the figures recorded by the Buyer through its designated Third Party’s ad-server, then in the event of any discrepancies between data recorded by DAILYMOTION and data recorded by the Buyer, the parties shall negotiate in good faith to resolve such discrepancies. In the event that (i) none of the Parties’ data is proven to be inaccurate, and (ii) the Parties are unable to reach an amicable agreement within thirty (30) days of the discovery of such discrepancy, the latter shall be distributed equitably among each Party on a 50/50 basis. For example, in the event of a difference of 20 points between the DAILYMOTION’s data (100) and the Buyer’s data (120), the data taken into account will be 110.

3. AD PLACEMENT AND POSITIONING

a. DAILYMOTION will submit to the Buyer or otherwise make available to the Buyer, including via the dedicated URL address indicated on the IO, any Technical Specifications related to the Ad Placement, at the latest within two (2) business days of the execution of the IO by DAILYMOTION. Buyer undertakes to comply with all Technical Specifications, being agreed that DAILYMOTION shall not be liable for any delivery issue based on the non-conformity of Buyer’s Ads to the Technical Specifications.  

In the event that DAILYMOTION modifies the Technical Specifications of the Ad Placement purchased by the Buyer after two (2) business days following Buyer’s execution of the IO, Buyer may suspend the delivery of the affected Ads for a commercially reasonable time in order to either: (i) request that DAILYMOTION resize the Ads at DAILYMOTION’s cost and with final creative approval of the Buyer, within a reasonable time period to fulfill the guarantees granted in the IO; or (ii) accept an alternate or equivalent replacement for the affected Ads; or (iii) if the Parties are unable to negotiate an alternate or equivalent replacement in good faith within five (5) business days from the date of modification, immediately cancel the remainder of the IO for the affected Ads without penalty for either of the Parties.

b. DAILYMOTION will comply with the IO, including all Campaign Specifications, and will create a reasonably balanced delivery schedule. DAILYMOTION will serve, within the scope of the IO, the Ads onto the Ad Placements available on the DAILYMOTION Properties that are specified in the IO when a Visitor navigates on such DAILYMOTION Properties. Except otherwise expressly agreed by DAILYMOTION in writing and specified in the IO, the Ad Placements on the DAILYMOTION Properties are subject to the sole discretion of DAILYMOTION. 

c. Ad delivery shall comply with any Campaign Specifications stated in the IO (if any). In the event that Ad delivery does not comply with any Campaign Specifications stated in the IO, Buyer will immediately notify DAILYMOTION of such deviations from the Campaign Specifications. As Buyer’s sole remedy, DAILYMOTION will make commercially reasonable efforts to correct such deviations within twenty-four (24) hours of such notification. In the event that such corrections, if made, would materially and adversely impact the IO, the Parties agree to negotiate in good faith mutually agreed changes to the IO that would address such impacts. In the event that the Parties cannot reach an agreement on such changes within five (5) business days from the implementation of such corrections, the Buyer or DAILYMOTION may, after the expiry of the period of five business days, immediately cancel such IO, without penalty for either party, and in such event the Parties agree that DAILYMOTION will invoice the Buyer on the actual cost of the Ads served, and not the Campaign Total Cost provided for in the IO.

4. INVOICING AND PAYMENT

4.1 Invoicing

a. At the beginning of each calendar month throughout the Campaign Duration, DAILYMOTION shall invoice the Buyer for the previous month according to the pricing method established in the IO. For Campaigns based on CPM,CPC, CPTM, vCPM or CPCV, the invoices will be based on the actual number of Ads served during a given month. For Campaigns based on a flat-rate pricing model, the amount of the invoices will be prorated according to the number of days the Campaign was distributed during a given month.

b. Invoices will be sent electronically to Advertiser’s or Agency’s (where applicable) billing email address as set forth in the IO, and the invoice will include information reasonably specified in the IO, such as the IO number, Advertiser’s name, Advertiser’s Mark or Campaign’s name, and any other number or reference which would help to identify the IO. The Agency is solely responsible to ensure their mandate indicates a valid up-to-date Advertiser’s billing email address and/or provide Dailymotion with valid up-to-date billing email information on the IO.

c. In accordance with the French Law No. 93-122 dated 23 January 1993 (“Loi Sapin”), and in the event the Agency acts as the Buyer, DAILYMOTION may bill the Advertiser directly, and apply the rebates, discounts, and more generally, all benefits of any kind granted as per the IO to the Advertiser, and the Agency shall ensure that all such rebates, discounts, and other benefits will benefit the Advertiser only.

d. In the event that the Buyer uses a self-billing process, it is agreed between the Parties that such document shall not be binding between the Parties and only DAILYMOTION’s invoice shall prevail.

4.2 Payment Date

a. The Buyer will make payment of the Total Amount in the currency indicated in the IO, within thirty (30) days from the date of the corresponding invoice sent by DAILYMOTION, or according to any other legally-permitted payment term expressly set forth in the IO, as the case may be (“Payment Due Date”).

b. DAILYMOTION reserves the right to charge late fees on all sums which remain outstanding after the Payment Due Date. These late fees are due from the day following the Payment Due Date and are calculated according to an annual interest rate at least equal to the interest rate applied by the European Central Bank applicable on the invoice issuance date plus 10 percentage points, or according to the interest rate set forth in the IO, provided that the latter is higher. In accordance with the provisions of Article D441-5 of the French Commercial Code, any payment delay automatically entails, in addition to the late payment penalties, an obligation for the debtor to pay a fixed compensation of forty euros (40€) in recovery costs.

c. The Total Amount will be deemed to have been paid only upon receipt of the funds by DAILYMOTION.

4.3 Payment Liability

a.When the Buyer is the Advertiser, the Advertiser is liable for the payment of the Total Amount in the terms set forth in Section 4.2 of these Terms. In the event of non-payment of the Total Amount by the Advertiser on the Payment Due Date, DAILYMOTION reserves the right (i) to apply the penalties set forth is Section 4.2 (b) until the full payment of the Total Amount is made by the Advertiser and, without any prior formal notice being required, (ii) to refer to Third Party debt collectors to seek and collect the Total Amount and late fees, and (iii) to withhold further IOs from the same Advertiser pending receipt of the Total Amount.

b. When the Buyer is the Agency, the latter is liable for payments of the Total Amount under the terms set forth in Section 4.2 of the Terms. In the event of non-payment of the Total Amount, DAILYMOTION reserves the right, prior to referring such non-payment of the Total Amount and any late fees to Third Party debt collectors, to seek and collect payment of the Total Amount directly from the Advertiser, as the Agency’s disclosed principal(s), subject to five (5) days prior notice to the Agency. If the balance of the Total Amount is still outstanding, DAILYMOTION reserves the right (i) to apply the penalties set forth is Section 4.2 (b) of these Terms until DAILYMOTION has received the Total Amount in full, without any prior formal notice being required; (ii) to refer the matter to Third Party debt collectors in order to seek the payment of the Total Amount and late fees; and (iii) to withhold further IOs from the same Buyer pending receipt of the Total Amount. In no event shall such collection procedures relieve the Agency of its liability for the payment of the Total Amount.

c. In both cases set forth in Section 4.2 (a) and (b), the Advertiser and Agency agree to pay all costs related to the recovery of the Total Amount, including attorneys’ fees and court costs incurred to affect such collection.

5. REPORTING

DAILYMOTION shall make reporting available upon Buyer’s prior written request agreed to in writing by DAILYMOTION (including by email or if it is directly provided for in the IO) during the Campaign Duration. These reports may be sent to the Buyer either by email or by mail. Reports must include a summary of the Ad delivery, Ad Placements, and other variables defined in the IO, such as the number of Impressions and/or clicks on the Ads.

6. TERMINATION

Either Party may terminate an IO at any time if the other Party is in material breach of its obligations as specified hereunder that is not cured within ten (10) days after written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Such early termination shall not relieve Buyer of the payment of amounts due to DAILYMOTION. 

7. MAKEGOODS

a. DAILYMOTION will monitor the delivery of the Ads, and will notify the Buyer of any possibility of under-delivery in writing (either by email or by mail) as soon as possible (and no later than two (2) weeks before the Campaign End Date unless the Campaign is less than two (2) weeks). In the case of such under-delivery, the Parties may amicably negotiate a makegood consistent with these Terms, notably by adapting the Campaign Specifications.

b. In the event that actual Deliverables for any Campaign fall below the guaranteed levels set forth in the IO, and/or in the case of non-delivery of any Ad or Ad Placement, Buyer and DAILYMOTION will use commercially reasonable efforts to agree upon the conditions of a makegood either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Buyer may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. In the event that Buyer has made a cash pre-payment to DAILYMOTION, specifically for the Campaign provided for in the IO affected by the under-delivery Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the Campaign, provided that Agency and/or Advertiser has paid in full all amounts owed to DAILYMOTION under any other agreement for such Advertiser. In no event shall DAILYMOTION provide a makegood or extend the Campaign Duration beyond the period set forth in the IO without prior written consent of Buyer.

8. FORCE MAJEURE

a. Excluding payment obligations, neither Party will be liable for delay or default in the performance of its obligations under these Terms if such delay or default is caused by an event of Force Majeure, as established by French jurisdictions, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, natural disasters, wars or civil unrest. DAILYMOTION may not be held responsible for interruptions and/or malfunctions of the Internet network or the mobile network that prevent the distribution of Ads. In the event that DAILYMOTION suffers such a delay or default, DAILYMOTION shall make reasonable efforts within five (5) business days to recommend a substitute for the transmission of the Ads or a time period for such transmission. If no such substitute or time period is reasonably acceptable to the Buyer, DAILYMOTION shall grant the Buyer a pro rata reduction in space and/or time hereunder in the amount of money assigned to the space and/or time  at time of purchase.

b. In the event where Buyer is the Agency, and the Advertiser’s ability to transfer funds to Agency has been materially and negatively impacted by an event of Force Majeure, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency shall make every reasonable commercial effort to pay DAILYMOTION before the Payment Due Date, being agreed that any delays of less than sixty (60) days from the Payment Due Date shall be excused. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency from any of its obligations as to the amount of money due to DAILYMOTION under the IO.

c. Where an event of Force Majeure goes on for more than five (5) business days, each Party has the right to cancel the remainder of the IO without penalty. Such termination shall not relieve the Buyer from its obligations to pay any amount due for Advertisements actually served prior to the event of Force Majeure.

9. AD MATERIALS

a. It is the Buyer’s obligation to submit to DAILYMOTION the Ad Materials in accordance with DAILYMOTION’s applicable Policies.

b. In the event where DAILYMOTION has not received the Ad Materials by the Campaign Start Date, the Buyer will remain responsible for the Ad Placements purchased pursuant to the IO, if any, and DAILYMOTION will invoice the Buyer accordingly.

c. Without limiting any rights or remedies granted to DAILYMOTION herein, DAILYMOTION and its Affiliates reserve the right to refuse or to remove any Ads from the DAILYMOTION Properties in the event where the Ad Materials themselves and/or the website to which the Ad is linked do not, in DAILYMOTION’s sole and reasonable judgment, comply with: (i) the Policies; or (ii) any Law. In addition, DAILYMOTION and its Affiliates reserve the right to refuse or remove from the DAILYMOTION Properties, and at their sole discretion, any Ads where the Ad Materials or the website to which the Ad is linked may damage DAILYMOTION’s or any of its Affiliates’ reputation or brand image, in which case DAILYMOTION will make commercially reasonable efforts to receive mutually acceptable alternative Ad Materials from Buyer.

d. If Ad Materials provided by Buyer are damaged, not compliant with DAILYMOTION’s Technical Specifications or other specifications provided by DAILYMOTION, or otherwise unacceptable, DAILYMOTION will use commercially reasonable efforts to notify the Buyer within two (2) business days from the receipt of such Ad Materials.

e. Neither DAILYMOTION nor its Affiliates will  make any changes to the Ads submitted by Buyer without Buyer’s approval, including but not limited to resizing the Ads. DAILYMOTION and/or its Affiliates shall use all such Ads in strict compliance with the present Terms and any written instructions provided by Buyer.

f. Agency and Advertiser shall not use DAILYMOTION’s nor DAILYMOTION’s Affiliates’ Marks or Ads in a public announcement (including, but not limited to, any press release) regarding the existence or content of any agreement with DAILYMOTION, these Terms, or the IO without DAILYMOTION’s prior written approval.

10. REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1. Mutual Warranties

Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the Laws of the place of its incorporation; (ii) it has full corporate power and authority to enter into the IO and to carry out the provisions hereof and it is duly authorized to execute and deliver the Ad Materials, and duly authorized to perform its obligations and exercise its rights hereunder (in particular, Buyer represents and warrants that it has all necessary licenses and clearances to use the content contained in its Ads); (iii) the IO is a legal and valid obligation, binding and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of the IO does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Law.

Each Party will comply at all times with all Laws which are applicable to the performance of its obligations under these Terms. When Buyer is the Agency, the latter shall use reasonable commercial efforts to require each Advertiser to comply with Laws applicable to such Advertiser’s acts and omissions.

Each Party shall post on its own website a privacy policy compliant with the applicable Laws, and adhere to it. Agency shall require each Advertiser to post on such Advertiser’s website a privacy policy compliant with the applicable Laws, and adhere to it. In addition, the Buyer undertakes to provide DAILYMOTION with a link to its privacy policy (as well as to the Advertiser’s privacy policy if the Buyer is the Agency) and shall ensure the accuracy and regular updating of the information contained therein.

10.2. Buyer’s warranties

a. Buyer represents and warrants that the Ads served into the DAILYMOTION Properties do not contain any Prohibited Content.

b. Buyer shall not use the DAILYMOTION Properties for any purpose that is unlawful or prohibited by the IO or the Terms.

c. Buyer agrees that DAILYMOTION, DAILYMOTION Properties, its technical platform, including its advertising stack, DAILYMOTION’s Marks, and Data shall remain DAILYMOTION’s and/or DAILYMOTION’s Affiliates’ property and may, depending on their characteristics, contain Confidential Information and/or Personal Data, as defined under Annex 1 attached to these Terms. As such, Buyer may only use and share Data for the following purposes: (i) to perform its obligations under the IO; and (ii) for internal planning, Campaign planning, qualitative Campaign evaluation, scheduling and reporting. Buyer shall not use the Data to create segments regarding DAILYMOTION, its Visitors, DAILYMOTION Properties, and DAILYMOTION’s Marks.

d. The Buyer may only use the Data if it is strictly necessary for the performance of these Terms. Under no circumstances shall Buyer (i) retarget any Visitor based upon the Data, nor (ii) resell or otherwise transfer Data to any Third Party except as otherwise permitted herein, nor (iii) use the Data related to a Visitor to supply its own data management platform. Buyer shall also be prohibited from targeting a Visitor based on a single visit on DAILYMOTION Properties as the sole criterion for Buyer’s delivery of an Ad. However, it is understood that this restriction does not apply to any Advertiser’s website on which the Advertiser has directed Buyer to conduct a re-targeting campaign.

e. Under no circumstances shall Buyer modify or alter the Advertising formats and the corresponding technical specifications made available in the Ad Placement, in particular the mechanism to obtain consent that may be present within the Video Player or on the other DAILYMOTION Properties in general, or the skip button that may be associated to the Advertising formats proposed in the Inventory at DAILYMOTION’s sole discretion.

 All ownership rights, title, and interests in and to the DAILYMOTION Properties, as modified, upgraded, and/or enhanced from time to time, are and will remain the exclusive property of Dailymotion SA.  As an Affiliate of Dailymotion SA, DAILYMOTION has been granted all rights, authorizations and licenses necessary to operate the DAILYMOTION Properties in the scope of the conclusion of an IO.

Generally, each Party retains any and all pre-existing right, title and interest existing before the conclusion of an IO to its: website(s), applications, name, technologies, Marks, intellectual property, websites, players and all components thereof. Further, unless otherwise explicitly agreed in writing, Dailymotion retains all right to any original or derivative content or materials developed by DAILYMOTION for the Ad Materials originally provided by Buyer (ex. interactive ad formats). The IO shall not be construed in any manner as transferring any right of ownership or any license to the foregoing, and/or to the features or information therein, except as expressly set forth in the IO. All rights not expressly granted are reserved. Under no circumstances will the IO be construed as granting, by implication, estoppel or otherwise, a license of any intellectual property or other property or components thereof other than as specifically granted in this IO.

If Data is provided to Buyer by DAILYMOTION to create or specify targeted segments for Buyer, Buyer shall have no right, title, or interest in or to any such Data other than to use such Data in connection with the relevant transaction with Buyer. In addition, any Data received by Buyer in connection with these Terms shall be limited to use solely as permitted herein, and shall not be used to create segments, nor be used, modified, disassembled, decompiled, sold or reproduced in any fashion.

Buyer represents and warrants that it shall at all times respect all applicable Laws with regards to Personal Data protection and Tags implemented to collect such data. To this end, the Parties agree that the Buyer may delegate to DAILYMOTION the responsibility of implementing the Tags necessary for data collection, including Personal Data. Under these circumstances, DAILYMOTION will act as Buyer’s Data Processor, even if it has no access to the Personal Data collected through such Tags. Buyer will therefore act as a “Data Controller” under the applicable Laws and strictly within the framework of the provisions set out in Annex 1 of these Terms.

In its capacity as “Data Controller” in the context of the Tags implementation within Ads on the DAILYMOTION Properties, Buyer undertakes to inform and obtain the consent of Visitors whose Personal Data would be collected through the Tags placed on the DAILYMOTION Properties, either directly by itself or through its Processors (in particular DAILYMOTION). Buyer warrants that all information provided to DAILYMOTION, and in particular, any and all information regarding the Processing of Personal Data and its transfer to Third Countries is and remain complete and correct throughout the Term. Buyer explicitly declares if no information is provided by or on behalf of Buyer regarding  transfer to a Third Country, no such transfer takes place as a results of Parties cooperation. Buyer shall indemnify and held harmless DAILYMOTION against any and all claim or proceedings in relation to Buyer’s warranties und the present clause and provide DAILYMOTION with timely assistance in relation thereto. 

10.4 DAILYMOTION Warranties

DAILYMOTION represents and warrants that DAILYMOTION has all necessary permits, licenses, and clearances to sell the Ad Placements specified in the IO.

In the event that DAILYMOTION has been entrusted by the Advertiser with the task of implementing the aforementioned Tags, DAILYMOTION shall act, in accordance with its status as Data Processor and the instructions communicated by the Advertiser, as set out in Annex 1 of these Terms or otherwise transmitted in writing.

The Vivendi Group to which DAILYMOTION pertains has joined the United Nations Global Compact in order to support, apply and ensure the application by its subsidiaries of the 10 fundamental Principles in the following areas: human rights, labor law, the environment and the fight against corruption. The Principles laid down by the United Nations Global Compact are notably based on the International Labor Organization (combating child and forced labor, compliance with rules on working hours, wages and benefits, freedom of expression, equal opportunity), the Universal Declaration of Human Rights, and the UN Convention against corruption  (https://www.unglobalcompact.org/what-is-gc/mission/principles). As such, the Parties undertake to respect these Principles as well as any applicable national and international rules relating to social and human rights issues, ethics and compliance, and environmental issues applicable to their activities  in the performance of any IO. Such compliance  is an essential condition for the Parties to enter into any IO.

Each Party represents and warrants that:  (i) it complies with all applicable laws of the jurisdictions in which it conducts its activities, including, without limitation: (a) anti-money laundering and countering the financing of terrorism statutes and regulations; (b) export controls and sanctions laws and regulations; and (c) anti-corruption laws and regulations (e.g. the French Sapin II Law, if applicable) ; (ii) neither Party nor its officers, directors, employees or agents acting on the Party’s behalf, has , directly or indirectly, offered, made or promised to make, authorized or given, and will not, as long as these Terms are binding between the Parties, offer, make or promise to make, authorize or give, any payment of funds or anything of value to any government official or any other person with the intent of: (a) influencing any act or decision of a government official in his or her official capacity or any other person, (b) inducing the government official or any other person to do or omit to do any act in violation of his or her lawful duty, (c) securing any improper advantage, or (d) inducing a government official or any other person to use his or her position improperly to affect any act or decision in any way connected with these Terms. 

Further, each Party represents to the other Party that (i) it is not identified on, and is not fifty percent (50%) or more owned or controlled, directly or indirectly, by any legal or factual means, by any person or entity identified on a Sanctions List, and (ii) no director or officer of the Party is on any Sanctions List or otherwise subject to violation of any applicable export controls and sanctions laws and regulations in any jurisdiction in which a Party conducts its activities.  In addition, neither Party shall knowingly contract with any individual or entity that is identified on any Sanctions List, or is 50% or more owned or otherwise controlled, directly or indirectly, by any legal or factual means, by any entity or person on the Sanctions Lists.  Neither Party will engage in a business activity related to the exploitation of children, the engagement of children in unacceptably hazardous work, and/or the physical punishment, abuse, or involuntary servitude of any worker. 

Buyer agrees that all funds it will use to comply with its payment obligations under these Terms will be derived from legal sources. Buyer also undertakes to comply with the principles and rules that apply to Dailymotion and to the Vivendi Group , such as the Vivendi Group’s Anti-corruption Code, available at the following link:  https://legal.dailymotion.com/en/compliance/ or any other equivalent commitment formally made by the Buyer.

Each Party undertakes to inform the other Party without delay of any risk of breach of the present obligations and to inform the other Party of the corrective measures put in place. In the event that a Party suspects a breach of the other Party’s obligations under this article, the latter will cooperate in full transparency with the suspicious Party to determine whether such breach is proven and, if so, the associated corrective measures.

In the event (i) it becomes unlawful for DAILYMOTION to fulfill any part of its commitments under these Terms, or receive payments due hereunder as a result of sanctions imposed against Buyer or any of Buyer’s directors or officers, Buyer’s direct or indirect interest holders, or Buyer’s country of registration or (ii) there is a pattern of violation of the above-mentioned principles (each a “Sanctions Event”), or (iii) a Party does not respect any of the essential obligations stipulated in this section, the concerned Party reserves the right to consider any breach as a material breach of these Terms and thus to exercise any right or remedy that such Party has under these Terms or per applicable Law.  

DAILYMOTION shall not be liable to Buyer or any other third party with whom Buyer may have a contractual obligation related to thee Terms as a result of its suspension or termination of these Terms or an IO due to the occurrence of a Sanctions Event.

11. INDEMNIFICATION

a. When the Buyer is the Advertiser, Advertiser agrees to defend, indemnify and hold harmless DAILYMOTION, its Affiliates and their respective directors, officers, employees and agents from any and all losses (including reasonable attorney fees) incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of Sections 9, 10 and/or 13, violation of Policies which have been communicated or made available to the Advertiser prior to the contractual breach giving rise to such action by a Third Party, the DPA and/or the presence of Prohibited Content in an Advertisement.  

b. When the Buyer is the Agency, the Agency represents and warrants that it has the authority as an authorized Agent to Advertiser to bind Advertiser to these Terms and each IO. Agency agrees to defend, indemnify and hold harmless DAILYMOTION its Affiliates and their respective directors, officers, employees and agents from any and all losses incurred as a result of Agency’s (including reasonable attorney fees) alleged breach of the Terms and preceding section 11.a.

12. LIMITATION OF LIABILITY

In no event will DAILYMOTION nor its Affiliates be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, data, business interruption, loss of information and the like, incurred by the other party arising out of the IO, even if DAILYMOTION or its Affiliates has been advised of the possibility of such damages.

13. CONFIDENTIALITY

a. Any information marked as confidential and proprietary data provided by one Party, including the pricing of the Ad as set forth in the IO, shall be deemed as “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one Party which may reasonably be deemed confidential given the circumstances surrounding the disclosure. Confidential Information shall not be released by the receiving party to anyone except the Advertiser if the Buyer is the Agency, an employee, or agent who strictly needs to know the content of the Confidential Information, and who is bound by similar confidentiality obligations. Neither party will use any portion of the Confidential Information provided by the other Party hereunder for any purpose other than the performance of the obligations provided in the IO and in accordance with these Terms.

b. Notwithstanding the above, the term “Confidential Information” shall not include information which: (i) was previously known by the receiving party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully available to Recipient, free of any obligation of confidentiality prior to its disclosure by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated Third Party, free of any obligation of confidentiality. Notwithstanding the foregoing, DAILYMOTION may reasonably disclose certain information regarding the Campaign Specifications (excluding the pricing of the Ad as set forth in this IO) to an unaffiliated Third Party for any commercial purposes. Notwithstanding the foregoing, either Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by Laws or the rules of any applicable securities exchange, or as necessary to establish the rights of either Party under these Terms; provided, however, that both Parties make any necessary request to protect said information from public disclosure. However, it is expressly agreed that any Personal Data must be considered as Confidential Information.

14. MISCELLANEOUS

a. The Buyer shall not assign or transfer any of its rights or obligations hereunder, nor attempt to assign or transfer such rights or obligations without DAILYMOTION’s prior written approval. All terms and provisions of these Terms and each signed IO will be binding upon and inure to the benefit of DAILYMOTION and the Buyer hereto and their respective permitted transferees, successors and assigns.

b. These Terms and the related IO constitute the entire agreement of the Parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

c. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO shall prevail.

d. All IOs shall be governed by the Laws of France. DAILYMOTION and Buyer agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely before the competent courts in Paris, and DAILYMOTION and the Buyer consent to the jurisdiction of such courts.

e. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

f. All notices to DAILYMOTION and Agency shall be sent to the address specified in the IO with a copy to DAILYMOTION’s legal department (legal@dailymotion.com). All notices to Advertiser shall be sent to the address specified on the IO.

g. Sections 4, 7, 10, 11, 12, and 13 shall survive termination and/or expiration of these Terms and/or the IO as long as legally permitted or required, and Section 5 shall survive for 30 (thirty) days after the termination and/or expiration of these Terms and/or the IO. In addition, each Party shall return or destroy the other Party’s Confidential Information and remove any Ad Materials and Ad Tags from its Properties.

h. In case of translation of these Terms, it is agreed by the Parties that only the French version of the Terms shall prevail in any event, including where such translation is provided by DAILYMOTION.

Annex 1 – Provisions pertaining to Personal Data Protection

You may find the provisions applicable to Personal Data Protection in relation to the application of these Terms at the following URL: Annex 1 to the Advertising T&Cs related to Personal Data Protection.

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Last update: June 28, 2023