MERCHANT PAYMENT & SETTLEMENT POLICY

OOTER

MERCHANT PAYMENT & SETTLEMENT POLICY

**Operated by Adbook Communication Private Limited**
**Effective Date: 05.09.2026**

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## 1. Introduction and Scope

This Merchant Payment & Settlement Policy (“Policy”) governs the payment, settlement, deductions, holds, financial obligations, and payout process applicable to merchants/vendors (“Merchant” or “Vendor”) providing outdoor advertising inventory through the OOTER platform (“Platform”).

OOTER operates as a digital marketplace connecting advertisers (“Users”) with verified outdoor advertising media owners (“Merchants”) for hoardings, billboards, unipoles, digital screens, and other outdoor advertising inventory.

This Policy is applicable to all Merchants using OOTER unless a separate written commercial agreement executed between OOTER and the Merchant provides specific terms that expressly override a provision of this Policy.

By registering as a Merchant, listing inventory, accepting a campaign, or receiving payments through OOTER, the Merchant acknowledges and agrees to this Policy.

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# 2. Payment Gateway & Transaction Processing

All User payments for OOTER campaigns shall be processed through OOTER's authorized payment gateway and payment infrastructure.

Currently, OOTER uses **Cashfree Payments India Private Limited (“Cashfree”)** as its authorized payment gateway/payment service provider.

The Merchant shall not represent itself as the payment recipient for an OOTER booking or request Users to make direct payments outside the authorized OOTER payment process for campaigns booked through the Platform.

Payments made outside the authorized OOTER payment process may not be recognized as valid OOTER transactions.

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# 3. User Payment & Merchant Settlement Model

OOTER generally collects **100% of the campaign value from the User in advance** before a booking is confirmed.

The amount collected may include:

* Media/inventory booking charges;
* Printing charges;
* Mounting charges;
* GST;
* Applicable platform/service fees; and
* Other charges communicated at the time of booking.

The Merchant's entitlement shall be settled according to the applicable Merchant payout structure after campaign execution and milestone verification.

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# 4. Standard Merchant Payout Structure

Unless otherwise agreed through a separate written commercial agreement, Merchant payments shall be released in **three stages: 25% / 25% / 50%**.

### 4.1 First Payout – 25%

**25% of the applicable campaign value** shall be released within **3–5 business days after the campaign has successfully gone live**, subject to:

* Campaign execution being completed;
* Satisfactory execution proof being submitted;
* Inventory being verified as live; and
* No material infringement, fraud, dispute, or policy violation being identified.

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### 4.2 Second Payout – 25%

A further **25% of the applicable campaign value** shall be released after the campaign reaches its **midpoint/halfway stage**.

This payout shall be subject to:

* Campaign remaining live;
* Campaign continuing at the approved inventory;
* No confirmed unauthorized replacement;
* No double-booking;
* No material dispute;
* No verified fraud; and
* Continued compliance with OOTER policies.

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### 4.3 Final Payout – 50%

The remaining **50% of the applicable campaign value** shall be released within **3–5 business days after successful completion of the campaign**.

The final settlement shall be subject to:

* Completion of the contracted campaign duration;
* Successful campaign execution;
* No unresolved material infringement;
* No unresolved fraud investigation;
* No material breach by the Merchant; and
* Submission/verification of required campaign completion proof.

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# 5. Payout Calculation

Unless otherwise stated in a written commercial agreement, the applicable payout percentage shall be calculated on the **Merchant's eligible campaign value payable through OOTER**, after accounting for applicable taxes, statutory deductions, platform fees, penalties, refunds, adjustments, or other agreed deductions.

The exact payout calculation shall be reflected in the applicable campaign/order records.

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# 6. Campaign Go-Live Requirement

The Merchant must make the booked campaign live within the timeline communicated by OOTER.

The standard operational timeline may be **4–7 working days after booking confirmation**, subject to the campaign requirements and availability of creative material.

The first 25% payout timeline shall begin only after:

1. The campaign is successfully made live;
2. The Merchant marks the campaign as live on the Platform; and
3. Required execution proof is submitted and accepted/verified.

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# 7. Campaign Midpoint Verification

The second 25% payout is linked to the campaign midpoint.

Before releasing the second payout, OOTER may verify:

* Campaign continuity;
* Site availability;
* Correct advertisement display;
* Absence of unauthorized replacement;
* Absence of double-booking;
* Campaign photographs/videos; and
* Any User or OOTER complaint.

If a material issue is identified, OOTER may temporarily hold the affected payout until the issue is resolved.

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# 8. Campaign Completion & Final Settlement

The final 50% payout becomes payable after successful completion of the campaign.

The Merchant must ensure that:

* The advertisement remained displayed for the contracted period;
* The booked inventory was not replaced;
* The campaign was not prematurely removed;
* No material infringement occurred; and
* Completion proof is provided where required.

Where an unresolved material dispute exists, OOTER may hold the affected amount until the dispute is investigated and resolved.

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# 9. Payment Hold & Financial Safeguards

OOTER reserves the right to temporarily hold, delay, adjust, or deduct affected payments where there is reasonable evidence or confirmation of:

* Fraud;
* Misrepresentation;
* Fake inventory;
* Fake campaign proof;
* Double-booking;
* Unauthorized campaign replacement;
* Premature campaign removal;
* Inventory ownership dispute;
* Expired authorization/tender;
* Material policy violation;
* User complaint requiring investigation;
* Chargeback or financial dispute;
* Regulatory issue; or
* Other material breach of the Merchant's obligations.

Payment holds shall generally be limited to the amount reasonably connected with the relevant dispute, claim, campaign, or potential liability, where practicable.

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# 10. Merchant Infringement

Merchant infringement occurs when the Merchant:

* Replaces an OOTER campaign with another advertisement;
* Removes the OOTER advertisement before the contracted end date;
* Displays another advertiser on the same booked inventory;
* Double-books the inventory;
* Fails to honor a confirmed OOTER campaign; or
* Otherwise prevents the User from receiving the contracted advertising service.

Upon confirmation of infringement, OOTER may:

* Hold pending payouts;
* Deduct applicable penalties;
* Recover amounts paid to the Merchant;
* Provide compensation/refund to the User;
* Require campaign restoration;
* Extend the campaign;
* Suspend the affected inventory;
* Suspend the Merchant account; or
* Permanently debar the Merchant.

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# 11. Merchant Cancellation

Merchants are expected to honor all confirmed OOTER bookings.

Cancellation may only be permitted in legitimate circumstances recognized by OOTER, including:

1. Physical damage to the advertising site;
2. Written government restrictions;
3. Regulatory restrictions;
4. Prohibited advertisement content; or
5. Other exceptional circumstances accepted by OOTER.

Operational negligence, offline double-booking, failure to update inventory, or inventory misrepresentation shall generally not constitute a valid cancellation reason.

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# 12. Cancellation Penalty

Where a Merchant cancels a confirmed campaign due to operational negligence, including but not limited to:

* Offline double-booking;
* Failure to update availability;
* Selling the inventory to another advertiser;
* Misrepresentation of inventory;
* Failure to execute a confirmed campaign; or
* Other avoidable Merchant-side operational failure,

OOTER may impose a penalty of **up to 10% of the affected campaign value**, subject to the applicable commercial agreement and applicable law.

The penalty may be adjusted against pending or future Merchant settlements where legally permissible.

Repeated violations may result in suspension or permanent debarment.

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# 13. Inventory Availability Obligation

When a Merchant marks an inventory as **“Available”** on OOTER, the Merchant confirms that the inventory is genuinely available for booking.

The Merchant must immediately update the Platform if the inventory becomes:

* Booked offline;
* Temporarily unavailable;
* Under maintenance;
* Government-restricted;
* Damaged; or
* Otherwise unavailable.

Failure to maintain accurate availability may be treated as a policy violation.

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# 14. OOTER Booking Priority

Once an OOTER campaign is confirmed for an inventory, that specific inventory shall be blocked for the OOTER campaign for the contracted campaign period.

The Merchant shall not:

* Sell the same inventory to another advertiser;
* Allocate it to another campaign;
* Replace the OOTER advertisement; or
* Remove the OOTER advertisement without an approved reason.

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# 15. Inventory Ownership & Authorization

The Merchant is responsible for maintaining valid legal ownership, allotment, tender, license, authorization, or other rights necessary to operate the inventory listed on OOTER.

GST registration alone shall not be treated as sufficient proof of inventory ownership.

OOTER may request:

* Government allotment letters;
* Tender documents;
* Agreements;
* Licenses;
* Work orders;
* Authorization letters; or
* Other official ownership/authorization documents.

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# 16. Expiry of Inventory Rights

Where inventory rights are based on a tender, allotment, agreement, license, or government authorization, the Merchant must ensure that the inventory is not offered beyond the validity period.

If the authorization expires, the Merchant must:

1. Update the inventory status;
2. Stop accepting bookings beyond the valid period; and
3. Submit renewed documentation to OOTER where continued listing is required.

OOTER may suspend inventory where valid current authorization cannot be established.

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# 17. Campaign Downtime & Extension

If an active campaign is interrupted due to a verified Merchant-side issue, the Merchant shall cooperate with OOTER to restore the campaign.

Where appropriate, the campaign may be extended by the verified period of downtime or another reasonable period determined under the applicable OOTER policy.

No Merchant payout shall be considered finally settled for the affected period until the relevant issue is resolved, where applicable.

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# 18. Site Damage

If an advertising site is damaged during an active campaign, the Merchant must promptly notify OOTER and cooperate in restoration.

Where reprinting or remounting is required, responsibility for such costs shall be determined based on the cause of damage and the applicable OOTER policy.

Where Merchant negligence causes the damage or delay, OOTER may apply appropriate campaign, payment, or compensation adjustments.

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# 19. Fraud Prevention

OOTER maintains financial and operational safeguards to protect Users, Merchants, and the Platform.

OOTER may investigate:

* Fraudulent transactions;
* Fake documents;
* Fake campaign proof;
* Inventory ownership misrepresentation;
* Artificial availability;
* Double-booking;
* Payment manipulation;
* Collusion;
* Unauthorized campaign substitution; or
* Other suspicious activities.

Where necessary, OOTER may freeze affected transactions while an investigation is conducted.

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# 20. Merchant Account Suspension

OOTER may restrict, suspend, or permanently terminate a Merchant account for:

* Fraud;
* Material misrepresentation;
* Repeated campaign cancellations;
* Double-booking;
* Campaign infringement;
* Fake or invalid ownership documents;
* Unauthorized inventory;
* Repeated failure to execute campaigns;
* Payment manipulation;
* Serious or repeated policy violations.

Outstanding payments may be held to the extent reasonably connected with unresolved claims, disputes, penalties, or investigations, subject to applicable law.

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# 21. Taxes & Statutory Deductions

Merchants are responsible for complying with applicable taxation and statutory requirements.

Where applicable, OOTER may:

* Deduct TDS;
* Require GST-compliant invoices;
* Request tax information; and
* Apply other legally required deductions.

The Merchant remains responsible for its own tax filings and statutory compliance.

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# 22. Bank Account & KYC

Merchant payouts shall be made only to the Merchant's verified and KYC-compliant bank account registered with OOTER.

The Merchant must ensure that:

* Bank details are accurate;
* Account ownership is properly verified;
* KYC information remains current; and
* Any change in bank details is promptly communicated through the prescribed OOTER process.

OOTER shall not be responsible for delays caused by incorrect or incomplete Merchant banking information.

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# 23. Unauthorized Offline Settlement

Merchants shall not request or encourage Users to bypass OOTER's payment system for campaigns booked through OOTER.

Any attempt to divert an OOTER booking into an offline transaction may constitute a material policy violation.

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# 24. Special Commercial Agreements

OOTER may enter into separate written commercial agreements with selected Merchants.

Such agreements may provide different:

* Payment schedules;
* Inventory commitments;
* Commercial terms;
* Exclusivity arrangements;
* Platform commitments; or
* Campaign settlement structures.

Where a valid written commercial agreement expressly provides a different term, that specific term shall prevail over the corresponding provision of this Policy **only for the transactions and inventory covered by that agreement**.

For example, a Merchant may enter into a separate agreement providing a specific **25% / 25% / 50%** settlement arrangement or inventory commitment.

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# 25. No Automatic Payment Guarantee Beyond Applicable Terms

The payout timelines described in this Policy represent OOTER's standard settlement process and are subject to successful campaign execution, verification, compliance, and the conditions stated herein.

A Merchant shall not interpret the payout schedule as an unconditional payment guarantee where the Merchant has failed to perform its contractual or policy obligations.

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# 26. Force Majeure

OOTER shall not be liable for payment delays or operational failures directly caused by circumstances beyond its reasonable control, including:

* Natural disasters;
* Government restrictions;
* Regulatory actions;
* War;
* Strikes;
* Public emergencies;
* Payment gateway disruptions;
* Banking system failures; or
* Other force majeure events.

OOTER shall make reasonable efforts to process affected payments once the relevant disruption is resolved.

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# 27. Policy Updates

OOTER reserves the right to modify, update, or amend this Policy from time to time.

Where legally permissible, continued use of the Platform after such changes constitutes acceptance of the updated Policy.

Any separately executed commercial agreement shall remain governed by its specific terms for the applicable contractual period unless otherwise agreed in writing.

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# 28. Final Authority

Adbook Communication Private Limited reserves the right to interpret and enforce this Policy based on the facts and circumstances of each case, subject to applicable law and the contractual rights of the parties.

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# 29. Governing Law

This Policy shall be governed by and interpreted in accordance with the laws of India.

Any dispute shall be handled in accordance with the dispute-resolution provisions applicable to the Merchant under the OOTER Terms of Usage or applicable written agreement.

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# 30. Merchant Acceptance

By registering as a Merchant, listing inventory, accepting an OOTER campaign, or continuing to use the Platform, the Merchant acknowledges that it has read, understood, and agreed to this Merchant Payment & Settlement Policy.

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