MERCHANT TERMS OF USAGE
05th Sept 2026
OOTER
MERCHANT TERMS OF USAGE
**Operated by Adbook Communication Private Limited**
**Effective Date: 05.09.2026**
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## 1. INTRODUCTION AND ACCEPTANCE
These Merchant Terms of Usage (“Terms”) constitute a legally binding agreement between **Adbook Communication Private Limited** (“Company,” “OOTER,” “Platform,” “we,” “us,” or “our”) and any outdoor advertising media owner, operator, agency, concessionaire, inventory holder, or authorized representative registered on OOTER as a **Merchant/Vendor** (“Merchant,” “Vendor,” “you,” or “your”).
OOTER operates as a digital marketplace that enables advertisers, brands, agencies, and other users (“Users”) to discover and book outdoor advertising inventory listed by independent Merchants.
By registering as a Merchant, submitting documents, listing inventory, accepting a campaign, receiving a booking, or otherwise using the Platform, you acknowledge that you have read, understood, and agreed to these Terms and the applicable OOTER Merchant policies.
If you do not agree with these Terms, you must not list inventory or accept campaigns through OOTER.
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# 2. NATURE OF OOTER PLATFORM
OOTER is a technology-enabled marketplace connecting Users with independent outdoor advertising Merchants.
OOTER does not ordinarily own the advertising inventory listed by Merchants.
The Merchant remains responsible for the ownership, authorization, legality, availability, physical condition, regulatory compliance, and operation of the inventory listed under its account.
OOTER's role includes facilitating:
* Inventory discovery;
* Booking;
* Payment collection;
* Campaign coordination;
* Merchant settlement;
* Execution verification; and
* Communication between Users and Merchants.
Registration or verification on OOTER does not transfer ownership of any inventory to OOTER.
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# 3. MERCHANT ELIGIBILITY
To become an OOTER Merchant, the applicant must provide accurate business and identity information and complete the verification process prescribed by OOTER.
Depending on the nature of the business, OOTER may request:
* GST Certificate/GSTIN;
* PAN;
* CIN, where applicable;
* Government Allotment Letter;
* Tender document;
* Tender Agreement;
* Work Order;
* License;
* Authorization Letter;
* Lease/Operating Agreement; or
* Other documents reasonably required to verify the Merchant and its inventory.
OOTER may reject or restrict a Merchant application where sufficient information or documentation is not provided.
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# 4. MERCHANT ACCOUNT
The Merchant shall maintain accurate information in its OOTER account.
The Merchant is responsible for:
* Maintaining account credentials securely;
* Providing accurate contact details;
* Maintaining correct bank information;
* Updating business information when required;
* Updating KYC information; and
* Informing OOTER of any material change affecting its inventory or business.
The Merchant shall not share its account credentials with unauthorized persons.
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# 5. INVENTORY OWNERSHIP AND AUTHORIZATION
The Merchant represents and warrants that every inventory listed on OOTER is:
1. Owned by the Merchant; or
2. Legally operated/controlled by the Merchant; or
3. Covered by a valid authorization, tender, allotment, agreement, license, or other legal right permitting the Merchant to offer the inventory for advertising.
The Merchant shall be solely responsible for ensuring that its inventory rights remain valid throughout the period in which the inventory is offered or booked.
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# 6. INVENTORY VERIFICATION
OOTER may verify the Merchant's inventory before allowing it to be listed or booked.
**GST registration alone does not constitute proof of ownership or authorization of a particular advertising inventory.**
OOTER may require additional documents, including Government Allotment Letters, tender documents, agreements, licenses, work orders, or authorization letters.
OOTER may reject inventory where the submitted documents:
* Are expired;
* Do not establish current rights;
* Do not identify the Merchant;
* Do not identify the relevant inventory;
* Are merely participation receipts;
* Are incomplete; or
* Otherwise fail to reasonably establish current ownership or authorization.
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# 7. EXPIRY AND RENEWAL OF INVENTORY RIGHTS
Where inventory rights arise from a tender, allotment, agreement, license, or government authorization, the Merchant must monitor the validity period.
The Merchant shall not knowingly list or accept bookings for inventory after its legal authorization has expired.
Where a tender or authorization is renewed, the Merchant must provide the updated document to OOTER where requested.
OOTER may suspend or remove inventory if its current ownership or authorization cannot be verified.
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# 8. INVENTORY LISTING RESPONSIBILITY
The Merchant shall provide accurate and complete information for every listed inventory, including where applicable:
* Location;
* Media type;
* Dimensions;
* Illumination;
* Photographs;
* Visibility;
* Availability;
* Pricing;
* Campaign duration;
* Installation requirements;
* Ownership/authorization details; and
* Other relevant specifications.
The Merchant is responsible for ensuring that information displayed on OOTER accurately represents the actual inventory.
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# 9. INVENTORY AVAILABILITY
When the Merchant marks an inventory as **“Available”** on OOTER, it confirms that the inventory is genuinely available for booking.
The Merchant must promptly update availability if the inventory becomes:
* Booked offline;
* Temporarily unavailable;
* Under maintenance;
* Damaged;
* Government restricted;
* Subject to another commitment; or
* Otherwise unavailable.
Failure to update inventory availability may constitute a policy violation.
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# 10. OOTER BOOKING PRIORITY
Once a User's booking is confirmed through OOTER for a specific inventory and campaign period, that inventory shall be reserved for the OOTER campaign for the confirmed period.
The Merchant shall not:
* Sell the same inventory to another advertiser;
* Double-book the inventory;
* Replace the OOTER campaign;
* Remove the OOTER campaign prematurely; or
* Override a confirmed OOTER booking with an offline booking.
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# 11. OFFLINE BUSINESS
Unless a separate written agreement provides otherwise, Merchants may continue to operate their offline/direct advertising business.
However, once an inventory receives a confirmed OOTER booking, that specific inventory shall be protected for the OOTER campaign for the confirmed period.
Any separate inventory exclusivity or platform commitment agreed between OOTER and a Merchant shall be governed by the applicable written commercial agreement.
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# 12. CAMPAIGN ACCEPTANCE
A Merchant must carefully review campaign details before accepting a booking.
By accepting an OOTER campaign, the Merchant confirms that:
* The inventory is available;
* The Merchant has the legal right to provide the inventory;
* The campaign can be executed for the specified period;
* There is no conflicting booking;
* The site meets the listed specifications; and
* The Merchant can fulfill its execution obligations.
Once accepted, the Merchant is expected to honor the campaign.
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# 13. CAMPAIGN EXECUTION
The Merchant shall make an accepted campaign live within the applicable operational timeline communicated by OOTER.
The standard expected execution period may be **4–7 working days after booking confirmation**, subject to the availability of creative material and campaign requirements.
The Merchant must:
* Install the approved advertisement;
* Ensure proper placement;
* Ensure the advertisement remains visible;
* Mark the campaign as live on OOTER; and
* Upload satisfactory photographic/video execution proof.
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# 14. CAMPAIGN PROOF
The Merchant must provide genuine and current campaign execution proof when requested by OOTER.
Proof may include:
* Site photographs;
* Videos;
* Installation photographs;
* Time/date/location evidence;
* Other execution evidence requested by OOTER.
Submitting manipulated, outdated, unrelated, or misleading campaign proof may constitute a material violation.
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# 15. CAMPAIGN DURATION
Campaign duration shall generally commence from the date on which the Merchant confirms that the campaign is live and satisfactory execution proof is submitted/verified.
The Merchant shall maintain the advertisement for the entire contracted campaign period.
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# 16. MERCHANT PAYMENT AND SETTLEMENT
Merchant payments shall be governed by the **OOTER Merchant Payment & Settlement Policy**.
Unless a separate written commercial agreement provides otherwise, the standard Merchant settlement structure shall be:
### First Payout — 25%
25% of the applicable campaign value shall be released within **3–5 business days after the campaign goes live**, subject to satisfactory execution verification.
### Second Payout — 25%
25% shall be released at the **midpoint of the campaign**, subject to continued campaign execution and compliance.
### Final Payout — 50%
The remaining 50% shall be released within **3–5 business days after successful campaign completion**, subject to completion verification and absence of unresolved material violations or disputes.
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# 17. CONDITIONS FOR PAYOUT
Merchant payouts are subject to:
* Successful campaign execution;
* Valid execution proof;
* Campaign continuity;
* Compliance with these Terms;
* No confirmed infringement;
* No double-booking;
* No material fraud;
* No unresolved material dispute; and
* Valid Merchant KYC and bank details.
OOTER may hold the affected amount where a genuine dispute, infringement, fraud investigation, or material policy violation is under review.
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# 18. MERCHANT INFRINGEMENT
Merchant infringement includes, but is not limited to:
* Replacing an OOTER campaign with another advertiser;
* Removing the OOTER advertisement before campaign completion;
* Double-booking the same inventory;
* Selling confirmed OOTER inventory to another advertiser;
* Failing to execute an accepted campaign;
* Providing false execution proof; or
* Otherwise preventing the User from receiving the contracted campaign.
Upon confirmation of infringement, OOTER may:
* Hold pending payments;
* Deduct applicable penalties;
* Recover amounts already paid where applicable;
* Provide compensation or refund to the User;
* Require campaign restoration;
* Extend the campaign;
* Suspend inventory;
* Suspend the Merchant account; or
* Permanently debar the Merchant.
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# 19. MERCHANT CANCELLATION
Merchants are expected to honor confirmed campaigns.
Merchant cancellation may be considered only in legitimate circumstances, including:
1. Physical damage to the advertising site;
2. Government restrictions;
3. Regulatory restrictions;
4. Prohibited campaign content; or
5. Other exceptional circumstances accepted by OOTER after verification.
Offline double-booking, failure to update availability, or inventory misrepresentation shall generally not constitute a valid reason for cancellation.
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# 20. CANCELLATION PENALTY
Where a Merchant cancels a confirmed campaign due to operational negligence, OOTER may impose a penalty of **up to 10% of the affected campaign value**, subject to applicable law and any separate written commercial agreement.
Repeated unjustified cancellations may result in:
* Payment holds;
* Inventory suspension;
* Account suspension; or
* Permanent debarment.
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# 21. CAMPAIGN INTERRUPTION AND DOWNTIME
If an OOTER campaign is interrupted due to a Merchant-side issue, the Merchant must promptly notify OOTER and take reasonable steps to restore the campaign.
Where appropriate, the campaign may be extended for the verified period of downtime.
Where the interruption is caused by an OOTER/User-side issue, OOTER may coordinate an appropriate campaign extension or other remedy based on the circumstances.
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# 22. DAMAGE TO ADVERTISING SITE
If a booked advertising site is damaged during an active campaign, the Merchant shall cooperate with OOTER to restore the campaign.
Where reprinting or remounting is required, responsibility for the associated cost shall be determined based on the cause of damage and applicable OOTER policy.
Where damage or delay is attributable to Merchant negligence, OOTER may apply appropriate payment, compensation, or campaign-extension measures.
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# 23. FRAUD AND MISREPRESENTATION
The Merchant shall not:
* Submit false ownership documents;
* List unauthorized inventory;
* Misrepresent inventory specifications;
* Upload false campaign proof;
* Manipulate campaign status;
* Double-book inventory;
* Manipulate availability;
* Circumvent OOTER payment processes; or
* Engage in fraudulent or collusive activity.
OOTER may investigate suspected fraudulent activity and take appropriate action.
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# 24. PAYMENT HOLDS DURING INVESTIGATION
Where OOTER identifies a reasonable basis to investigate fraud, infringement, double-booking, misrepresentation, ownership disputes, or other material violations, OOTER may temporarily hold the affected payment.
Where practicable, the hold shall be limited to the amount reasonably connected to the relevant issue.
Once the matter is resolved, OOTER may release any undisputed amount payable to the Merchant, subject to applicable deductions.
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# 25. DIRECT DEALING AND PAYMENT CIRCUMVENTION
A Merchant shall not intentionally encourage or facilitate a User to bypass OOTER's payment or booking process for a campaign originating through OOTER.
Merchants must not use OOTER-generated customer or campaign information to deliberately circumvent the Platform's commercial process.
Such conduct may be treated as a material violation and may result in account suspension or termination.
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# 26. MERCHANT COMMERCIAL COMMITMENTS
OOTER may enter into separate commercial agreements with individual Merchants.
Such agreements may include:
* Inventory commitments;
* Exclusivity;
* Minimum inventory availability;
* Platform commitments;
* Special payout structures;
* Commercial incentives;
* Geographic commitments; or
* Other mutually agreed terms.
Where a signed commercial agreement expressly provides a different term, that specific term shall prevail only for the inventory, campaigns, or period covered by that agreement.
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# 27. MERCHANT COMPLIANCE
The Merchant shall comply with all applicable:
* Central laws;
* State laws;
* Municipal regulations;
* Government tender conditions;
* Advertising regulations;
* Licenses;
* Tax requirements;
* Site-specific permissions; and
* Other applicable regulatory requirements.
The Merchant shall remain responsible for regulatory compliance relating to its inventory.
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# 28. USER CONTENT AND CREATIVE
The Merchant shall display the approved campaign creative supplied or approved through OOTER.
The Merchant shall not alter, edit, remove, obscure, or modify the approved creative without authorization.
Where the Merchant believes that a creative violates applicable law or contains prohibited content, it must promptly notify OOTER before displaying it.
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# 29. PROHIBITED ADVERTISEMENTS
The Merchant shall not knowingly display advertisements that are prohibited by applicable law or government regulation.
Where the Merchant receives a campaign containing potentially prohibited content, it must notify OOTER and refrain from execution until the issue is resolved.
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# 30. MERCHANT RESPONSIBILITY FOR THIRD-PARTY CLAIMS
The Merchant shall be responsible for claims arising from:
* Lack of ownership;
* Lack of authorization;
* Expired tender;
* Unauthorized inventory;
* Regulatory non-compliance;
* False representation;
* Third-party ownership disputes; or
* Merchant-side operational negligence.
The Merchant shall cooperate with OOTER in resolving legitimate claims relating to its inventory.
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# 31. ACCOUNT SUSPENSION AND TERMINATION
OOTER may restrict, suspend, or permanently terminate a Merchant account in circumstances including:
* Fraud;
* Misrepresentation;
* Fake or invalid documents;
* Expired or unauthorized inventory;
* Repeated cancellations;
* Double-booking;
* Campaign infringement;
* Fake execution proof;
* Payment circumvention;
* Regulatory violations; or
* Repeated or material policy violations.
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# 32. WARNINGS AND ENFORCEMENT
Depending on the nature and severity of a violation, OOTER may follow an enforcement process such as:
**Warning → Inventory Suspension → Payment Hold → Account Suspension → Permanent Debarment**
Serious violations may result in immediate suspension or termination without requiring multiple warnings.
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# 33. TAXES AND STATUTORY OBLIGATIONS
The Merchant is responsible for its applicable taxation and statutory obligations.
The Merchant shall provide valid invoices and tax information where required.
OOTER may deduct TDS or other statutory amounts where legally required.
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# 34. BANKING AND KYC
Merchant payouts shall be made only to the Merchant's verified bank account.
The Merchant must maintain accurate:
* Bank details;
* PAN;
* GST details, where applicable;
* KYC information; and
* Business information.
OOTER shall not be responsible for payment delays caused by incorrect or incomplete information provided by the Merchant.
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# 35. CONFIDENTIALITY
The Merchant shall maintain confidentiality regarding non-public information obtained through OOTER, including:
* User information;
* Campaign information;
* Pricing;
* Commercial terms;
* Platform information; and
* Business-sensitive information.
Such information shall not be misused or disclosed except where required by law or for legitimate business purposes.
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# 36. DATA AND USER INFORMATION
Merchant access to User information is provided solely for legitimate campaign-related purposes.
The Merchant shall not:
* Sell User information;
* Use User information for unrelated marketing;
* Share User information with unauthorized third parties; or
* Use OOTER-provided information to circumvent the Platform.
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# 37. INTELLECTUAL PROPERTY
All OOTER technology, software, branding, trademarks, platform design, content, databases, systems, processes and proprietary materials remain the property of Adbook Communication Private Limited or its licensors.
The Merchant shall not:
* Copy;
* Reverse engineer;
* Republish;
* Reproduce;
* Modify; or
* Commercially exploit
OOTER's proprietary technology or materials without written authorization.
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# 38. LIMITATION OF LIABILITY
To the extent permitted by applicable law, OOTER shall not be liable for indirect, incidental, consequential, special, or punitive losses arising from the Merchant's use of the Platform.
OOTER does not guarantee continuous availability of the Platform and shall not be responsible for failures caused by third-party services, payment infrastructure, telecommunications, government restrictions, or force majeure events.
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# 39. FORCE MAJEURE
Neither party shall be responsible for failure or delay caused by events beyond reasonable control, including:
* Natural disasters;
* Government restrictions;
* Regulatory actions;
* War;
* Strikes;
* Public emergencies;
* Infrastructure failures;
* Payment gateway failures; or
* Other force majeure events.
The affected party shall make reasonable efforts to mitigate the impact.
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# 40. DISPUTE RESOLUTION
Any dispute arising between OOTER and the Merchant shall first be attempted to be resolved through good-faith discussions.
If the dispute cannot be resolved amicably, it shall be referred to arbitration in accordance with applicable Indian law and the applicable dispute-resolution terms agreed between the parties.
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# 41. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and interpreted in accordance with the laws of India.
Subject to the applicable arbitration provisions, courts located in **Delhi, India** shall have jurisdiction over disputes arising from these Terms.
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# 42. MODIFICATION OF TERMS
OOTER may modify or update these Terms from time to time to reflect changes in the Platform, business operations, applicable law, or security requirements.
Where applicable, updated Terms shall be communicated or made available to Merchants through the Platform or other appropriate channels.
Continued use of the Platform after the effective date of updated Terms may constitute acceptance of the revised Terms, subject to applicable law.
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# 43. SEVERABILITY
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue to remain effective to the extent permitted by law.
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# 44. ENTIRE AGREEMENT
These Merchant Terms, together with the applicable:
1. **OOTER Merchant Payment & Settlement Policy**;
2. **OOTER Merchant Refund, Cancellation & Campaign Protection Policy**;
3. **OOTER Merchant Inventory Verification & Listing Policy**;
4. **OOTER Merchant Code of Conduct & Compliance Policy**; and
5. Any separately executed written commercial agreement,
constitute the applicable contractual framework governing the Merchant's use of OOTER.
Where a specific written commercial agreement expressly overrides a provision of these Terms, the specific agreement shall prevail only to the extent of that conflict and only for the relevant transaction, inventory, or contractual period.
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# 45. MERCHANT ACCEPTANCE
By registering as an OOTER Merchant, submitting inventory, accepting a campaign, listing inventory, or continuing to use the Platform, the Merchant confirms that it has read, understood, and agreed to these Merchant Terms of Usage and the applicable OOTER Merchant Policies.
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**Adbook Communication Private Limited**
**OOTER**
**Effective Date:** 01.04.2026