Terms of Service

Acceptance

These Terms of Service form a binding contract between you and VERSE Ltd. By creating an account on hub.verse.ad, by using any of the products described below, or by continuing to browse verse.ad after the effective date shown above, you accept these Terms and our Privacy Policy. If you do not accept them, do not use the service. Use of the service is also subject to any additional product-specific terms we publish, those terms supplement, but do not replace, this agreement.

VERSE serves three audiences: advertisers (brands and direct buyers running campaigns through Ads Manager), venues (operators of physical screens connected through Screen Manager), and agencies (organisations managing campaigns on behalf of multiple advertiser clients through Agency Suite). Where a clause applies only to one of these audiences, we say so inline. Where a clause applies to all three, we use the term "you".

You are entering into this agreement with VERSE Ltd, registered in England and Wales under company number [Co. No. pending], with its registered office in London, United Kingdom. For services consumed in Tunisia, our Tunisian operating affiliate may countersign localised invoices and payout instructions; that does not change which entity stands behind the contractual commitments in these Terms.

Definitions

The following defined terms have the meanings given to them below. Other capitalised terms are defined where they first appear.

• Workspace, the top-level container in hub.verse.ad that groups one or more Accounts under shared billing and access controls.
• Account, an individual user identity, authenticated by email and password (and MFA where enabled), that holds permissions within one or more Workspaces.
• Campaign, a configured set of Creatives, targeting parameters, budget, and schedule that an advertiser or agency runs across one or more Screens.
• Creative, an image, video, or rich-media asset uploaded by an advertiser or agency for display in a Campaign.
• Screen, a physical display connected to the VERSE network through a paired runtime (Tizen, webOS, Android TV, or supported web playback).
• Playlist, a sequence of Creatives, menu items, or in-house promotions scheduled to play on one or more Screens belonging to a Venue.
• Pairing, the secure handshake by which a Screen is connected to a Workspace under Screen Manager, generating a paired device identifier.
• Sub-Account, under Agency Suite, an Account or Workspace that an agency operates on behalf of a named advertiser client.
• Wallet, a pre-funded balance in a particular currency held in a Workspace, used to settle Impression-based charges.
• Impression, one play of a Creative on a Screen, counted at the runtime and acknowledged by our backend, excluding plays during confirmed downtime.
• Scan, a recorded interaction with a QR code embedded in a Creative or in-venue surface.
• Payout, a transfer of funds from VERSE to a Venue or to an agency, settled in the currency you nominate at sign-up, with FX applied live where conversion is required.

Account eligibility

You may only create or use a VERSE Account if you are at least 18 years old and acting in a professional or business capacity. The service is not designed for, and is not offered to, consumers acting outside their trade. When you register, you confirm that the information you provide is accurate and that you have authority to bind the organisation you represent.

You are responsible for keeping your account credentials confidential and for all activity that takes place under your Account. Notify us immediately at security@verse.ad if you suspect your credentials have been compromised. We may require you to enable multi-factor authentication for roles that touch billing, payouts, or advertiser onboarding.

We may refuse to open an Account, or close an Account at any time, if we reasonably believe that the registrant is on a sanctions list, has provided false information, or intends to use the service for prohibited purposes. We comply with applicable UK, EU, and Tunisian sanctions and anti-money-laundering regimes.

What VERSE provides

VERSE operates a programmatic digital out-of-home (DOOH) advertising platform. The service is made up of three products, each with its own audience and feature set.

Ads Manager

Ads Manager is the advertiser product. It lets brands plan, forecast, launch, and report on DOOH campaigns across the VERSE network. Advertisers upload Creatives, configure targeting, set budgets and pacing, and watch live delivery and conversion metrics. Pricing is pay-per-Impression against the public rate card on our pricing page.

Screen Manager

Screen Manager is the venue product. It lets venue operators pair Screens, build Playlists, run in-house promotions and AI-assisted menus, opt in to monetisable advertising slots, and receive monthly Payouts for impressions delivered. The core digital signage features are free for venues, and they remain free.

Agency Suite

Agency Suite is the agency product. It layers multi-client management on top of Ads Manager, with consolidated reporting, multi-client billing, and Sub-Account permissions. Qualifying agency partners may receive a CPM discount tier on platform media; the discount is dynamic and recalculated monthly based on the criteria published on the pricing page. Agencies are not billed an additional service fee on managed media spend.

We provide the service "as is" with a target monthly availability of 99.5%, measured at the API and runtime layers and excluding scheduled maintenance windows announced at least 48 hours in advance. Our published status page at status.verse.ad records actual availability. Where we miss the availability target in any calendar month, the service-credit remedy described in our service-level addendum applies; that addendum is incorporated by reference into these Terms.

Advertiser obligations

If you are an advertiser, you confirm that you own the intellectual property in every Creative you upload, or that you hold all licences and consents necessary to display the Creative on the VERSE network for the duration of your Campaign. You are responsible for ensuring that Creatives are brand-safe, accurate, and compliant with the advertising rules that apply in the territory where they are displayed, including the UK Advertising Standards Authority (ASA) CAP and BCAP codes, the equivalent EU national authorities, and Tunisian advertising regulation.

Prohibited categories. You may not run Creatives promoting any of the following: firearms, knives, or other weapons; illegal drugs or drug paraphernalia; tobacco products (including heated tobacco) where local rules forbid OOH placement; gambling, except where the advertiser is licensed and the venue is in a jurisdiction that permits gambling advertising; political advertising, except during a window expressly opened by VERSE in compliance with local electoral law; sexually explicit content; content that incites violence or hatred; or content that is unlawful in the territory where it would be displayed. We may refuse, pause, or remove a Campaign that breaches this list, and may set further category restrictions on a per-territory basis.

You must respond promptly to creative-review queries from VERSE, from a venue, or from a public authority. Where a regulator, court, or qualifying complainant requires us to take a Creative down, we will, and you will not be entitled to a refund of Impressions delivered before the takedown.

Venue obligations

If you are a venue, you confirm that you own or are authorised to operate every Screen you pair to your Workspace, and that the Screen is installed in the location you have registered with us. You are responsible for the lawfulness of any in-house Playlist content you schedule, including menus, in-house promotions, and uploaded brand assets, and for ensuring that this content does not infringe third-party rights or breach local law.

You may control which advertiser categories or named advertisers are eligible to appear on your Screens through the venue controls in Screen Manager. We honour those controls in real time. We also reserve the right to withhold Creatives from a particular Screen where we reasonably believe that displaying them would put the venue or VERSE at legal risk.

You agree to keep paired devices online during your published opening hours, to apply security and runtime updates we publish, and to notify us promptly at support@verse.ad if a Screen is decommissioned, sold, or relocated. Inaccurate venue data, for example, screens showing as active when they are unplugged, undermines advertiser trust and may lead to suspension of your Workspace's monetisation features until it is corrected.

The VERSE Sense module is an optional hardware purchase for venue partners (£20, shipping included), supplied as a passive footfall and dwell sensor. It is not required to operate Screen Manager or to receive monetisation Payouts; venues that install it may unlock the maximum commission tier referenced in the Pricing and payments section.

Agency obligations

If you are an agency, you confirm that you act under a written engagement from each advertiser client whose campaigns you manage through a Sub-Account, and that you are authorised to enter into these Terms on that client's behalf with respect to the platform usage described here. You are responsible for the conduct of every user under your Workspace, including users employed by your client.

You must be transparent with your clients about how you bill them for VERSE-managed media. You must not present yourself as an employee or first-party representative of VERSE, and you must not imply an exclusive relationship with VERSE that does not exist. Where a client asks for a copy of the underlying VERSE invoice, you must make it available promptly. We may publish a list of accredited agencies; inclusion is at our discretion and does not amount to an endorsement of any specific campaign.

You must not resell raw API access or platform features beyond what Agency Suite permits. Reselling access, for example, by giving an unrelated third party programmatic access to the VERSE API under your credentials, is a material breach of these Terms.

Pricing and payments

Current pricing is published on our pricing page and is incorporated into these Terms. We may change pricing from time to time on at least 30 days' notice; price changes do not apply to Impressions already paid for or to media commitments already booked into a flight.

• Advertisers pay per Impression, billed against a pre-funded Wallet. Rates differ by venue category, time of day, and territory; Ads Manager always shows the applicable rate before you launch a flight. Invoicing is settled in any currency you nominate at sign-up, with FX applied live.
• Agencies pay the same per-Impression rate as advertisers. VERSE may apply a CPM discount tier to qualifying agency partners; the discount is dynamic and recalculated monthly against the criteria published on the pricing page under the Agencies tab. Agencies are not billed a separate service fee or platform commission on managed media spend.
• Venues use the digital signage core of Screen Manager free of charge, indefinitely. Where a venue opts in to monetisable advertising slots, the venue commission is up to 50% of attributable ad revenue; the live commission rate is dynamic, set by uptime, venue category, footfall, weather, and the VERSE Sense module status (where applicable). Payouts are made monthly in the currency you nominate at sign-up.

All charges are exclusive of VAT and any other applicable taxes, which are added to invoices at the rate applicable in the place of supply. We issue Payouts to venues on the first business day of each calendar month, covering Impressions earned in the prior month, subject to a minimum Payout threshold described in Screen Manager.

Where you dispute an invoice, you must notify us within 30 days of the invoice date, otherwise the invoice is treated as accepted. We will work with you in good faith to resolve disputes; we may not deduct or net disputed amounts from active campaigns without our written agreement.

Wallets and refunds

Advertiser and agency Workspaces are funded by topping up a Wallet through Stripe. Wallets are pre-funded balances and are not deposit accounts; they do not earn interest, and they are not guaranteed by any deposit-protection scheme. Wallets are non-refundable as a default, because they are typically used to fund campaigns within days of being topped up.

We will, on a goodwill basis and at our discretion, refund unspent Wallet balances where you close your Workspace cleanly and have no outstanding chargebacks. For Wallets that have been idle, meaning no top-up and no Impression spend, for more than 12 consecutive months, we will attempt to return the unspent balance to the original payment method or to a verified bank account in the Workspace's name; if we cannot identify a valid destination after reasonable effort, we may transfer the balance into a long-tail clearing account in line with applicable unclaimed-property law.

Chargebacks initiated against valid VERSE invoices may result in immediate suspension of campaigns and recovery of the disputed amount, plus reasonable administrative costs. We will always tell you before suspending a live campaign for non-payment, except where doing so would prejudice our ability to recover funds.

Suspension and termination

We may suspend your Account or your Workspace, in whole or in part, where we reasonably believe that doing so is necessary to protect the safety, security, or integrity of the platform, our users, or third parties; to comply with a legal or regulatory requirement; or to address a material breach of these Terms. Where the situation allows, we will give you advance notice and an opportunity to remedy. Where it does not, for example, an active security incident, we will act first and notify you as soon as it is safe to do so.

You may close your Account or your Workspace at any time through hub.verse.ad or by writing to support@verse.ad. Active campaigns will wind down with at least seven days' notice so that we and any affected venues can transition cleanly. Open invoices, Wallet reconciliation, and outstanding Payouts are settled before the closure is treated as final.

Termination does not relieve either of us of obligations that, by their nature, survive termination, including Sections on Intellectual Property, Liability and Warranties, Indemnity, and Governing Law and Disputes.

Intellectual property

You retain all rights, title, and interest in your Creatives, your venue content, your Playlists, and any other materials you upload to VERSE. We retain all rights, title, and interest in the VERSE platform, the Ads Manager, Screen Manager, and Agency Suite products, our APIs, our brand, our documentation, and any improvements we make to the service over time, including improvements informed by aggregate, de-identified usage data.

You grant VERSE a worldwide, non-exclusive, royalty-free licence to host, store, transmit, transcode, cache, and display your Creatives and your venue content for the limited purpose of operating the service for you and for your audiences, and only for the duration of the relevant Campaign or Playlist. You also grant VERSE a separate, narrow licence to use your name and logo in customer lists and case studies, which you can revoke at any time by writing to legal@verse.ad.

You must not remove, alter, or obscure any proprietary notice on the platform. You must not register a trademark or domain that is confusingly similar to VERSE's marks. We will defend our brand vigorously where necessary, while respecting genuine fair use, parody, and journalistic comment.

Acceptable use

You agree not to misuse the service. In particular, you must not:

• scrape, crawl, or otherwise extract data from VERSE properties at scale, except through documented APIs;
• circumvent or attempt to circumvent rate limits, authentication, or access controls;
• reverse engineer, decompile, or disassemble any part of the platform, except to the extent that this restriction is prohibited by law;
• resell, sublicense, or rebrand API access except as expressly permitted under Agency Suite;
• upload malware, run denial-of-service attacks, or otherwise interfere with the operation of the platform;
• impersonate another person or organisation, or misrepresent your relationship with one;
• use the service to send spam, to harvest contact details without consent, or to engage in deceptive marketing practices;
• use the service in any way that infringes the rights of third parties or that breaches applicable law.

We may publish further acceptable-use guidance from time to time, including category-specific creative review rules and payout-related anti-fraud rules. Those guidelines form part of these Terms.

Liability and warranties

To the fullest extent permitted by law, VERSE disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the service will be uninterrupted or error-free, that every campaign will reach the volumes you forecast, or that every paired Screen will deliver every scheduled play.

To the fullest extent permitted by law, the aggregate liability of VERSE arising out of or in connection with these Terms, whether in contract, tort, under statute, or otherwise, is capped at the total fees you paid to VERSE in the 12 months immediately preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data.

The limitations and exclusions above do not apply to: (a) liability for fraud or fraudulent misrepresentation; (b) liability for death or personal injury caused by negligence; (c) wilful misconduct; (d) infringement of the other party's intellectual property; or (e) any other liability that cannot be limited or excluded as a matter of applicable law. Where these Terms are read against UK consumer protection law, the EU Unfair Commercial Practices Directive as implemented locally, or Tunisian consumer law, nothing in this Section limits a right that cannot be waived.

Indemnity

You will indemnify and hold VERSE harmless from and against any third-party claim, demand, or loss (including reasonable legal fees) that arises out of or relates to: (a) any Creative, venue content, or Sub-Account activity that you, or a person acting under your Account, have uploaded or operated; (b) your breach of these Terms; or (c) your violation of any applicable law or regulation.

We will tell you promptly about any claim covered by this indemnity, give you reasonable control over the defence and settlement (provided that you do not settle in a way that admits liability on our behalf or imposes obligations on us without our written consent), and cooperate with you at your reasonable expense.

We will, in turn, defend you against any third-party claim alleging that the VERSE platform, used in accordance with these Terms, infringes the claimant's intellectual property rights, and we will pay damages and costs awarded against you by a competent court or agreed by us in settlement, subject to the liability cap in the Liability and Warranties section.

Force majeure

Neither party is liable for failure to perform, or delay in performing, any obligation under these Terms (other than payment obligations) where the failure or delay is caused by an event outside that party's reasonable control. Force majeure events include, without limitation, acts of God, war, terrorism, civil unrest, government action, pandemic, large-scale internet or power outage, and failures of upstream cloud or telecommunications providers.

The affected party will notify the other party as soon as practicable, take reasonable steps to mitigate, and resume performance as soon as the event ends. If a force-majeure event continues for more than 60 consecutive days, either party may terminate the affected services on written notice, without further liability beyond accrued amounts owed.

Governing law and disputes

The governing law and jurisdiction depend on where you are established. These rules apply automatically, but we will not use them to deprive you of any non-waivable consumer protection available in your country of residence.

• United Kingdom customers, these Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
• European Union customers, these Terms are governed by the laws of England and Wales, but the parties acknowledge that mandatory consumer-protection rules of your country of residence continue to apply where those rules cannot be waived by contract. EU business customers may bring claims in the courts of their place of establishment, and we may bring claims there too where required by EU procedural law.
• Tunisian customers, these Terms are governed by Tunisian law, and the competent commercial courts of Tunis have jurisdiction over any dispute arising out of or in connection with these Terms.

Before either party starts court proceedings, the parties agree to attempt good-faith mediation for at least 30 days where mediation is permitted by applicable law. Either party may still seek urgent injunctive relief from a competent court at any time, for example to stop ongoing IP infringement.

Changes to these Terms

We may update these Terms from time to time. The "Effective" date at the top of this page tells you when the current version came into force. For material changes, particularly any change that increases your obligations or reduces our liability, we will give you at least 30 days' advance notice by email and by a banner on hub.verse.ad. Continued use of the service after the effective date is acceptance of the updated Terms.

Where you do not accept a material change, you may close your Account before the effective date under the Suspension and Termination section, and the version of the Terms in force when your campaigns were booked will continue to apply to those campaigns until they wind down. Non-material changes, for example, fixing a typo or clarifying an existing obligation, take effect immediately and we publish them without separate notice.

Contact

For commercial and contractual questions, write to legal@verse.ad. For privacy matters, see our Privacy Policy and write to privacy@verse.ad or dpo@verse.ad as appropriate. For platform support, write to support@verse.ad; for security incidents, write to security@verse.ad.

Postal correspondence can be sent to VERSE Ltd, registered office in London, United Kingdom; the full postal address is available on request and on our public companies-house filing once registration is finalised. For Tunisian customers, our Tunisian operating affiliate can also be reached through the contact form at verse.ad/contact.