Terms of Service
These Terms of Service ("Terms") govern access to and use of the Vidori auction infrastructure (the "Service") operated by Vidori, a Delaware LLC (formed/forming) ("Vidori", "we", "us"). By accessing the Service, by integrating with our API, or by submitting or receiving leads through the Service, you ("you", "Partner") agree to these Terms.
1. Description of the Service
Vidori operates a programmatic real-time auction engine that matches lead supply (from "Sellers") with lead demand (from "Buyers"). The Service includes ingest endpoints, an auction core, a fan-out delivery layer, scoring services, and supporting administrative tooling. The Service is currently in private pilot; access is by mutual written agreement between Vidori and the Partner.
2. Eligibility and Partner conduct
You represent and warrant that:
- You are a business entity with authority to enter these Terms.
- If you are a Seller, every lead you submit was captured under express written consent compliant with the Telephone Consumer Protection Act ("TCPA"), the FCC's one-to-one consent rule (47 C.F.R. § 64.1200 as effective for the lead's submission date), and applicable state telemarketing and data-privacy laws.
- Every consent record you submit (TrustedForm or Jornaya certificate URL, IP, user agent, timestamp, disclosure text) is accurate and corresponds to the consumer identified in the lead.
- If you are a Buyer, you will contact consumers only within the consent scope conveyed by the certificate URL and the disclosure text passed in the lead, and only for the purpose for which consent was obtained.
- You will not use the Service to submit synthetic, scraped, fabricated, recycled, or otherwise non-consented data.
- You will not use the Service to make outbound contact to consumers on the National Do Not Call Registry, state DNC lists, or any internal DNC list, except under an exemption you can document.
3. Fees and billing
Fee structure is documented in your individual partner agreement. Standard models include per-bid commission (engine takes a configurable basis-point share of each won auction), monthly platform fee (for higher-volume buyer tiers), and per-lead pricing for buy-first inventory. Invoices are issued monthly; payment terms are net-30 unless otherwise specified.
4. Compliance, audit, and recordkeeping
Vidori maintains a compliance log of every auction in which a lead's consent record was processed. This log is retained for a window matching the strictest applicable rule for the lead's jurisdiction (currently five years for US TCPA-jurisdiction and Brazilian LGPD-jurisdiction leads). The log is available to the originating Seller and the winning Buyer on written request for purposes of regulatory inquiry or dispute defense, subject to reasonable verification of the requesting party's identity.
You agree that we may suspend your account immediately upon reasonable belief that you have violated TCPA, state telemarketing law, the FCC one-to-one consent rule, or these Terms. We will provide notice and a cure period for non-material violations.
5. Data ownership and use
Sellers retain ownership of the consumer data they submit, subject to the routing and storage rights granted to Vidori under these Terms and the Privacy Policy. Buyers acquire a license to the lead data they purchase, scoped to the consent attached. Vidori does not claim ownership of consumer data and does not sell consumer data to third parties outside the auction-routing function.
Anonymized features derived from raw leads (PII-free typed fields) may be used by Vidori for scoring-model training, fraud detection, and aggregate analytics. These features are retained indefinitely and contain no name, email, phone, or street address.
6. Service availability
The Service is provided "as is" and "as available." We target high availability but do not guarantee uninterrupted service. We will publish material incidents to status.vidori.net. Scheduled maintenance windows will be announced to integrated partners by email.
7. Warranty disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED PARTNER AGREEMENT, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT LEADS WILL CLOSE, THAT BIDS WILL WIN, OR THAT SCORING WILL ACCURATELY PREDICT LEAD QUALITY IN ANY INDIVIDUAL CASE.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDORI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) FEES YOU PAID TO VIDORI IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
9. Indemnification
You will indemnify, defend, and hold harmless Vidori from any third-party claim, including reasonable attorneys' fees, arising out of (a) leads you submitted that lacked valid TCPA-compliant consent, (b) outbound contact you made outside the consent scope conveyed by a lead, (c) your breach of these Terms, or (d) your violation of applicable law.
10. Term and termination
These Terms remain in effect for as long as you access the Service. Either party may terminate the partner relationship on 30 days' written notice. We may suspend or terminate access immediately for material breach or for compliance reasons described in Section 4. Sections that by their nature should survive termination (including 5, 7, 8, 9, 12, 13) will survive.
11. Acceptable use
You will not (a) attempt to reverse-engineer, circumvent, or overwhelm the Service; (b) use the Service to transmit malware, scrape data, or violate the privacy or rights of any person; (c) resell access to the Service to third parties not party to a Vidori partner agreement; or (d) use the Service in any jurisdiction where doing so violates local law.
12. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. Disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, and conducted in English. Either party may seek injunctive relief in any court of competent jurisdiction for misuse of intellectual property or breach of confidentiality.
13. DMCA and intellectual property
To submit a DMCA takedown notice, contact [email protected] with the elements required under 17 U.S.C. § 512(c)(3). All Vidori-side software, configuration, documentation, and analytics are the intellectual property of Vidori.
14. Changes to these Terms
We may update these Terms from time to time. Material changes will be announced via notice to partner contacts at least 30 days before the effective date. Continued use of the Service after the effective date constitutes acceptance. If you do not accept a change, your sole remedy is to terminate per Section 10.
15. Contact
Vidori, a Delaware LLC (formed/forming).
General contact: [email protected]
Privacy + DSAR: [email protected]