01 // THE PARTIES
This agreement is established between VNOOIR Agency ("the Agency") and the entity accessing our services ("the Client" or "the Creator"). By engaging with the Agency’s digital infrastructure, desktop applications, or representative services, you acknowledge and agree to be bound by these legal protocols.
02 // SCOPE OF AUTHORITY
VNOOIR operates as a specialized management lab. We facilitate high-authority partnerships between technology/AI Brands and digital Creators. Our mandate includes talent scouting, contract negotiation, creative direction, proprietary telemetry analytics, and campaign quality assurance.
03 // BRAND (CLIENT) PROTOCOLS
- The Brief: Clients must provide comprehensive, accurate campaign objectives. Post-submission changes to the brief may incur additional "Pivot Fees".
- Financial Settlement: All campaign fees must be settled in full via VNOOIR prior to Creator deployment, unless a specific Milestone Structure is authorized in writing.
- Review Cycle: Clients are granted a 48-hour window to review content drafts. Failure to respond within this window constitutes automatic approval.
04 // CREATOR OBLIGATIONS & COMPLIANCE
- Transparency: All content must feature clear, "No-Scroll" disclosures (e.g., #Ad) at the visual start of the media. Synthetic (AI) content must be labeled as per platform safety standards.
- Longevity: Published campaign content must remain active and public for a minimum of thirty (30) days unless otherwise negotiated.
- Exclusivity: Creators agree to a 7-day category exclusivity period (no competing brand mentions) following the final post of a campaign.
05 // INTELLECTUAL PROPERTY
Upon final payment, the Creator grants the Client a 90-day non-exclusive license for organic and paid usage. Full ownership or perpetual "Buyout Rights" are available and must be cleared through VNOOIR secondary negotiations.
06 // CANCELLATION & RISK
- Agency Fee: Our management fee is non-refundable once talent scouting or brief engineering has commenced.
- Client Termination: Cancellations made after content production has started will result in a 50% forfeiture of the total project fee.
07 // INDEMNIFICATION & LIABILITY
VNOOIR acts as an intermediary. We are not liable for individual Creator conduct, third-party copyright infringements provided by the Client, or specific campaign ROI. The Agency guarantees the delivery of content as per the brief, not external market performance.
08 // FIRST-PARTY TELEMETRY & API SERVICES
To calculate verified audience attribution and commercial rates, VNOOIR integrates official APIs provided by Google/YouTube, TikTok, and Meta ("Platform Partners"). By connecting via the VNOOIR Gateway (vnooir.com/connect), Creators and Clients agree to the following data protocols:
- Read-Only Authorization: VNOOIR requests strictly read-only scopes (e.g.,
yt-analytics.readonly,youtube.readonly, and TikTok basic stats). The Agency cannot post, edit, modify, or delete any channel assets, videos, or account credentials. - Google API Services User Data Policy: VNOOIR's use and transfer to any other app of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
- No Password Storage: User authentication is processed exclusively via official platform OAuth 2.0 endpoints. VNOOIR never accesses, stores, or transmits user account passwords.
- Right to Revoke: Creators retain the right to revoke VNOOIR's analytical access at any time through their native Google Account Security Settings, TikTok Permissions portal, or by notifying VNOOIR administrators. Upon revocation, token ingestion and active telemetry synchronization terminate immediately.
09 // SOFTWARE & DATA PROCESSING DISCLAIMER
The VNOOIR desktop application and synchronization pipeline are provided on an "as-is" and "as-available" basis. While VNOOIR applies industry-standard encryption for token storage, the Agency is not liable for temporary service interruptions, rate-limiting delays, or schema alterations imposed by third-party platform API changes.
10 // FORCE MAJEURE & PLATFORM DISRUPTIONS
Neither VNOOIR nor its contracted Creators shall be held liable for failure, delay, or interruption in service delivery resulting from causes outside their reasonable control. This includes, without limitation: natural disasters, acts of civil or military authorities, widespread telecommunications or hosting failures, global power grid disruptions, or arbitrary account suspensions, bans, or policy revisions enacted unilaterally by third-party social platforms (e.g., Google, YouTube, TikTok, Meta).
11 // SEVERABILITY & CONTINUITY
If any single provision, term, or condition outlined in this agreement is determined to be unlawful, void, or unenforceable by an arbitrator or court of competent jurisdiction, such determination shall not affect the validity or enforceability of any remaining provisions. All other sections shall remain in full force and legal effect.
12 // GOVERNING LAW
These terms are governed by the laws of Sri Lanka. Any disputes shall be resolved via arbitration in Colombo, conducted in English, under the Arbitration Act No. 11 of 1995, which is compatible with the New York Convention for international enforcement.