MERCHANT CODE OF CONDUCT

OOTER

MERCHANT CODE OF CONDUCT & COMPLIANCE POLICY

**Effective Date:** 05 September 2026
**Platform:** OOTER
**Operated by:** Adbook Communication Private Limited

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## 1. Purpose

The OOTER Merchant Code of Conduct & Compliance Policy (“Policy”) establishes the standards of professional conduct, integrity, transparency and compliance expected from every merchant using the OOTER platform.

The purpose of this Policy is to ensure that merchants:

* Deal honestly with OOTER and advertisers;
* Provide accurate inventory and campaign information;
* Maintain valid rights and permissions;
* Fulfil confirmed campaigns professionally;
* Protect confidential information;
* Avoid fraud, misrepresentation and conflicts of interest;
* Comply with applicable laws and regulations; and
* Cooperate with OOTER's verification and investigation processes.

This Policy forms part of the OOTER Merchant Terms of Usage.

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# 2. Applicability

This Policy applies to:

* Media owners;
* Inventory owners;
* Authorized advertising agencies;
* Tender holders;
* Licensed operators;
* Inventory managers;
* Authorized representatives;
* Contractors or persons acting on behalf of the merchant; and
* Any other entity or individual operating inventory through a merchant account.

The merchant is responsible for ensuring that persons acting on its behalf follow applicable OOTER requirements.

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# 3. Honest Representation

Merchants must provide complete, accurate and truthful information to OOTER.

This includes information relating to:

* Inventory ownership;
* Authorization;
* Location;
* Dimensions;
* Availability;
* Pricing;
* Campaign duration;
* Site condition;
* Technical specifications;
* Campaign execution;
* Campaign proof; and
* Any other material information.

A merchant must not knowingly provide false, misleading, incomplete or deceptive information.

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# 4. Valid Inventory Rights

A merchant must have valid legal, contractual or authorized commercial rights to list and sell the relevant inventory.

The merchant must maintain appropriate supporting documentation, including where applicable:

* Government allotment;
* Tender award;
* Agreement;
* Work order;
* License;
* Authorization;
* Property-owner permission; or
* Other valid documentation establishing the merchant's right to offer the inventory.

GST registration alone does not establish ownership or authorization over a specific advertising inventory.

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# 5. No Fake or Misleading Inventory

Merchants must not:

* List inventory that does not exist;
* List inventory they are not authorized to sell;
* Misrepresent inventory location;
* Misrepresent dimensions;
* Upload photographs of another site;
* Hide material obstructions;
* Misrepresent visibility;
* Claim unavailable inventory as available; or
* Create misleading inventory descriptions.

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# 6. No Double Booking

Merchants must not sell or commit the same inventory for the same period to multiple advertisers.

Once an OOTER campaign is confirmed, the merchant must protect the booked inventory for that campaign period.

Double booking may be treated as a material violation.

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# 7. No Fake Availability

Merchants must maintain accurate availability information on OOTER.

A merchant must promptly update inventory where it becomes:

* Sold;
* Booked;
* Temporarily unavailable;
* Permanently unavailable;
* Damaged;
* Restricted;
* Removed; or
* Otherwise unavailable for advertising.

Repeated failure to maintain availability may result in inventory suspension.

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# 8. No Unauthorized Campaign Substitution

A merchant must not replace an OOTER campaign with another advertiser during the confirmed campaign period without OOTER's approval.

A merchant must not remove or replace a campaign because another advertiser offers:

* A higher price;
* A longer campaign;
* Better commercial terms; or
* Any other commercial benefit.

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# 9. Campaign Execution

Merchants must execute confirmed campaigns in accordance with the booking requirements.

The merchant is expected to ensure that:

* The campaign is installed correctly;
* The booked inventory is used;
* The agreed campaign period is respected;
* The inventory remains reasonably operational;
* Material interruptions are reported; and
* Campaign proof is provided where required.

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# 10. Campaign Proof

Merchants must provide genuine campaign proof where requested by OOTER.

Acceptable proof may include:

* Photographs;
* Videos;
* Time-stamped evidence;
* Geo-tagged evidence where applicable;
* Installation proof;
* Completion proof; or
* Other reasonable evidence requested by OOTER.

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# 11. No Fake Campaign Proof

The following may constitute a serious violation:

* Uploading old campaign photographs as current proof;
* Uploading photographs of another site;
* Manipulating photographs or videos;
* Submitting unrelated campaign evidence;
* Claiming installation where installation did not occur;
* Misrepresenting campaign duration; or
* Providing any other materially misleading campaign evidence.

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# 12. Offline Business

Merchants may continue their offline/direct business subject to:

* OOTER's applicable merchant terms;
* Any specific inventory commitment;
* Any exclusivity arrangement;
* Any commercial agreement executed with OOTER.

However, once an inventory receives a confirmed OOTER booking, that specific booking must be honored.

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# 13. No Circumvention of OOTER

Merchants must not use an OOTER booking, advertiser lead or campaign information to circumvent the platform.

Prohibited conduct may include:

* Asking an OOTER advertiser to cancel and book directly;
* Redirecting an advertiser to an offline transaction;
* Offering a direct transaction specifically to avoid OOTER;
* Collecting payment outside OOTER for an OOTER-confirmed booking;
* Misrepresenting OOTER charges or commercial terms; or
* Using OOTER information to bypass an applicable platform commitment.

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# 14. Direct Commercial Arrangements

Merchants must not enter into an undisclosed direct commercial arrangement with an OOTER advertiser where the purpose or effect is to circumvent OOTER's applicable commercial relationship.

This provision does not prevent legitimate independent business that is unrelated to an OOTER booking, subject to any separate agreement between the parties.

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# 15. Confidential Information

Merchants may receive confidential or commercially sensitive information through OOTER.

Such information may include:

* Advertiser information;
* Campaign details;
* Commercial terms;
* Pricing information;
* Booking information;
* Platform information;
* Business processes;
* Technical information;
* Other non-public OOTER information.

Merchants must not disclose or misuse such information without authorization.

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# 16. Protection of Advertiser Information

Merchants must handle advertiser information responsibly.

A merchant must not use advertiser contact information, campaign information or business information for purposes unrelated to legitimate campaign execution or authorized business communication.

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# 17. Intellectual Property and Platform Information

Merchants must not misuse or reproduce OOTER's:

* Brand;
* Logo;
* Platform content;
* Proprietary processes;
* Technical information;
* Documents;
* Commercial materials; or
* Other intellectual property

without appropriate authorization.

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# 18. No Bribery or Improper Benefits

Merchants must not offer, provide, request or accept improper financial or non-financial benefits for the purpose of:

* Securing an OOTER booking;
* Manipulating verification;
* Influencing campaign approval;
* Obtaining confidential information;
* Avoiding enforcement; or
* Obtaining any improper commercial advantage.

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# 19. Fraud and Misrepresentation

Fraudulent activity is strictly prohibited.

Examples include:

* Fake ownership documents;
* False authorization;
* Fake campaign proof;
* False availability;
* False pricing;
* Double booking;
* Identity misrepresentation;
* Manipulation of platform information;
* Concealment of material facts; or
* Any other intentional deception.

Fraud may result in immediate suspension or permanent debarment.

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# 20. Concealment of Material Information

Merchants must not knowingly conceal information that may materially affect:

* Inventory ownership;
* Inventory availability;
* Campaign execution;
* Campaign legality;
* Site condition;
* OOTER's commercial interests; or
* Advertiser interests.

Concealment of material information may be treated as a serious compliance violation.

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# 21. Conflict of Interest

Merchants must disclose any material conflict of interest that could affect the proper execution of an OOTER campaign or the merchant's obligations to OOTER.

Merchants must not use their position or access to obtain an unfair advantage over OOTER, advertisers or other merchants.

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# 22. No Unauthorized Third-Party Arrangements

A merchant must not represent that it has authority to act for OOTER or enter into commitments on OOTER's behalf unless specifically authorized.

Merchants must not:

* Issue commitments in OOTER's name;
* Guarantee OOTER approvals;
* Guarantee advertiser payments;
* Represent themselves as OOTER employees;
* Modify OOTER terms without authorization; or
* Make unauthorized promises to advertisers on behalf of OOTER.

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# 23. Compliance With Law

Merchants must comply with all applicable laws, regulations, rules and requirements relating to their inventory and advertising activities.

This may include:

* Government regulations;
* Municipal rules;
* Advertising regulations;
* Tender conditions;
* Licensing requirements;
* Tax requirements;
* Site-specific permissions;
* Safety requirements; and
* Applicable environmental or public authority requirements.

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# 24. Tender and Contract Compliance

Where inventory is operated under a tender, agreement, license, allotment or government authorization, the merchant is responsible for complying with the applicable conditions.

The merchant must not knowingly offer inventory in a manner prohibited by its underlying authorization.

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# 25. Expired Permissions

Merchants must monitor the validity of their inventory rights.

A merchant must inform OOTER where a:

* Tender;
* Agreement;
* License;
* Allotment; or
* Authorization

expires, is cancelled, suspended or materially changed.

Expired documentation may result in temporary inventory suspension until valid renewal or replacement documentation is verified.

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# 26. Site and Structural Compliance

Merchants must maintain inventory in a reasonably safe and usable condition.

Where applicable, merchants must comply with:

* Structural requirements;
* Safety requirements;
* Installation requirements;
* Electrical requirements;
* Municipal requirements; and
* Other site-specific standards.

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# 27. Campaign Interruption

If a campaign is interrupted due to a merchant-side issue, the merchant must notify OOTER promptly.

The merchant must cooperate in arranging:

* Restoration;
* Replacement inventory;
* Campaign extension;
* Other corrective action.

Applicable consequences are governed by the Merchant Refund, Cancellation & Campaign Protection Policy.

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# 28. User Complaints

Merchants must reasonably cooperate with OOTER when an advertiser raises a complaint concerning:

* Inventory availability;
* Campaign execution;
* Site condition;
* Campaign duration;
* Campaign proof;
* Unauthorized substitution; or
* Other merchant-side issues.

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# 29. OOTER Investigation Rights

Where OOTER reasonably suspects a violation, it may request:

* Ownership documents;
* Authorization documents;
* Campaign photographs;
* Videos;
* Site verification;
* Availability records;
* Booking information;
* Commercial information;
* Explanations;
* Other relevant evidence.

The merchant shall reasonably cooperate with such verification or investigation.

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# 30. No Obstruction of Investigation

Merchants must not knowingly:

* Destroy relevant evidence;
* Provide deliberately false explanations;
* Prevent reasonable site verification;
* Manipulate campaign records;
* Conceal relevant documents; or
* Interfere with an OOTER investigation.

Obstruction may result in additional enforcement.

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# 31. Duty to Report Violations

A merchant should promptly inform OOTER if it becomes aware of a material issue affecting an OOTER campaign or inventory.

Examples include:

* Double booking;
* Government action;
* Site damage;
* Loss of authorization;
* Unauthorized campaign removal;
* Fraudulent activity; or
* Material inventory unavailability.

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# 32. Payment Integrity

Merchants must not attempt to manipulate or improperly influence OOTER payment or settlement processes.

This includes:

* False campaign completion claims;
* False proof submitted for payment;
* Duplicate claims;
* Misrepresentation of campaign delivery;
* Unauthorized payment demands; or
* Attempts to bypass OOTER's payment process.

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# 33. Responsibility for Merchant Representatives

The merchant is responsible for ensuring that its employees, representatives, contractors, agents and other persons acting on its behalf follow applicable OOTER requirements.

Actions carried out on behalf of the merchant may be treated as merchant conduct where reasonably attributable to the merchant.

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# 34. Professional Conduct

Merchants are expected to maintain professional and respectful conduct when dealing with:

* OOTER employees;
* Advertisers;
* Other merchants;
* Government authorities;
* Site owners;
* Installation teams; and
* Other campaign stakeholders.

Abusive, threatening or deliberately disruptive conduct may result in enforcement where serious or repeated.

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# 35. Prohibited Conduct

The following acts may be treated as misconduct or material non-compliance:

1. Fraud or attempted fraud;
2. Bribery or improper benefits;
3. Fake ownership documents;
4. False campaign proof;
5. Double booking;
6. Fake availability;
7. Unauthorized campaign substitution;
8. Deliberate concealment of material information;
9. Misrepresentation of inventory;
10. Circumvention of OOTER;
11. Unauthorized collection of OOTER campaign payments;
12. Misuse of advertiser information;
13. Unauthorized use of OOTER intellectual property;
14. Repeated failure to execute confirmed campaigns;
15. Deliberate obstruction of OOTER investigations;
16. Repeated breach of applicable laws or regulations;
17. Material breach of tender or licensing conditions;
18. Willful damage to campaign or advertising property;
19. Submission of forged or altered documentation; and
20. Any other act that materially compromises the integrity, security or commercial interests of OOTER or its advertisers.

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# 36. Non-Exhaustive List

The conduct described in this Policy is indicative and not exhaustive.

OOTER may consider other acts or omissions to constitute a violation where they materially conflict with:

* Honest dealing;
* Campaign protection;
* Platform integrity;
* Advertiser interests;
* Merchant obligations; or
* Applicable law.

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# 37. Compliance With Platform Policies

Merchants must comply with all applicable OOTER policies, including:

1. Merchant Terms of Usage;
2. Merchant Refund, Cancellation & Campaign Protection Policy;
3. Merchant Payment & Settlement Policy;
4. Merchant Inventory Verification & Listing Policy; and
5. Merchant Code of Conduct & Compliance Policy.

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# 38. Warning and Corrective Action

Depending on the nature of the violation, OOTER may issue a warning and require corrective action.

Corrective action may include:

* Updating inventory information;
* Submitting additional documents;
* Correcting availability;
* Providing genuine campaign proof;
* Resolving a campaign issue;
* Providing clarification; or
* Taking other reasonable corrective measures.

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# 39. Progressive Enforcement

Depending on the severity and frequency of violations, OOTER may apply progressive enforcement:

**Warning → Inventory Suspension → Payment Hold → Account Suspension → Permanent Debarment**

However, OOTER may skip one or more stages where the violation involves:

* Fraud;
* Forgery;
* Serious misrepresentation;
* Material legal risk;
* Deliberate circumvention;
* Repeated misconduct; or
* Other serious circumstances.

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# 40. Payment Hold

Where a material compliance issue is under investigation, OOTER may temporarily hold relevant merchant settlements in accordance with the applicable Merchant Payment & Settlement Policy.

A payment hold may be applied where reasonably necessary to:

* Investigate campaign delivery;
* Verify ownership;
* Investigate fraud;
* Resolve an advertiser dispute;
* Assess potential refund or compensation; or
* Protect OOTER and its users from potential loss.

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# 41. Inventory Suspension

OOTER may temporarily suspend specific inventory where there is a concern regarding:

* Ownership;
* Availability;
* Compliance;
* Campaign execution;
* Documentation;
* Fraud;
* Government restrictions; or
* Repeated violations.

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# 42. Account Suspension

OOTER may suspend a merchant account where:

* Serious violations occur;
* Multiple inventory violations occur;
* The merchant repeatedly fails to comply;
* Fraud is suspected;
* The merchant fails to cooperate with verification;
* The merchant attempts to circumvent OOTER; or
* Continued platform access presents material risk.

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# 43. Permanent Debarment

OOTER may permanently remove or debar a merchant where there is serious or repeated misconduct.

This may include:

* Fraud;
* Forgery;
* Repeated double booking;
* Repeated campaign substitution;
* Serious misrepresentation;
* Deliberate payment circumvention;
* Repeated unauthorized dealings;
* Material legal violations; or
* Other conduct that materially undermines platform trust.

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# 44. Recovery of Losses

Where permitted by applicable law and contractual terms, OOTER may seek recovery of amounts arising from a merchant's material violation.

This may include verified:

* Refunds;
* Advertiser compensation;
* Replacement costs;
* Operational costs;
* Penalties;
* Other directly attributable losses.

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# 45. No Retaliation

A merchant must not retaliate against an advertiser, OOTER employee, representative or other stakeholder for:

* Raising a legitimate complaint;
* Reporting a suspected violation;
* Cooperating with an investigation; or
* Providing truthful information.

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# 46. Confidentiality After Relationship Ends

The merchant's obligations concerning confidential OOTER, advertiser and campaign information may continue after the merchant's account is suspended, terminated or otherwise closed, to the extent applicable under contractual terms and law.

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# 47. Data Protection

Merchants must handle personal and business information obtained through OOTER responsibly and only for legitimate purposes.

Merchants must not unnecessarily retain, disclose, sell or misuse advertiser or platform information.

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# 48. Cooperation With Authorities

Where required by applicable law, merchants must cooperate with lawful requests or requirements from government, regulatory or law-enforcement authorities concerning their inventory or campaigns.

The merchant should promptly inform OOTER where such action materially affects an OOTER campaign, subject to legal restrictions on disclosure.

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# 49. Compliance Monitoring

OOTER may periodically review merchant activity to protect:

* Platform integrity;
* Advertiser interests;
* Campaign quality;
* Inventory authenticity;
* Payment integrity; and
* Compliance standards.

Monitoring may include review of platform activity, campaign proof, inventory records and other relevant information.

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# 50. No Waiver

Failure by OOTER to enforce any provision of this Policy immediately shall not constitute a waiver of its right to enforce that provision later.

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# 51. Relationship With Other Policies

This Policy shall be read together with the other OOTER merchant policies.

Where a specific merchant agreement contains additional obligations, those obligations may apply in addition to this Policy.

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# 52. Policy Modification

OOTER may modify, update or replace this Policy from time to time to reflect:

* Legal or regulatory changes;
* Operational requirements;
* Fraud prevention measures;
* Platform improvements;
* Changes in advertising practices; or
* Other legitimate business requirements.

Updated provisions shall become effective from the date communicated by OOTER.

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# 53. Governing Law and Jurisdiction

This Policy shall be governed by the applicable laws of India.

Subject to any applicable dispute-resolution arrangement, courts having jurisdiction in **Delhi, India** shall have jurisdiction over disputes arising from this Policy.

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# 54. Merchant Acceptance

By registering as a merchant, listing inventory, accepting an OOTER booking or continuing to use the OOTER platform, the merchant acknowledges that it has read, understood and agreed to this Merchant Code of Conduct & Compliance Policy.

The merchant agrees to:

* Act honestly and professionally;
* Provide accurate information;
* Maintain valid inventory rights;
* Protect confirmed OOTER campaigns;
* Comply with applicable laws;
* Protect confidential information;
* Avoid fraud and circumvention;
* Cooperate with OOTER verification and investigations; and
* Accept applicable enforcement for violations of this Policy.

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**For OOTER**
**Adbook Communication Private Limited**

**Effective Date:** 05 September 2026