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Publisher Terms, Compliance & Campaign Notification Policy
The master terms that apply to every campaign Virtual Global Networks assigns to a publisher, in any vertical.
Version 1.3 · Effective 16 October 2026 · Headquarters: Las Vegas, Nevada, USA
On this page
- Parties & structure
- Key words
- Onboarding & ID checks
- Campaign Notifications
- Payout model & buffer
- Things you must never do
- Compliance with law
- Monitoring & records
- Bad calls & clawbacks
- Volume commitments
- Fraud & recovery
- Withheld buyer invoices
- Liability & guarantee
- Payment
- Confidentiality & non-circumvention
- Term & termination
- Law & disputes
- General terms
- Acceptance
- ANotification template
Summary of your obligations
- Every campaign starts with a written Campaign Notification. It sets the payout model (CPA, CPL, per-call or RevShare), buffer, qualification rules, states, hours and caps. A call that breaks even one rule is not paid.
- No coaching, no "free" or "no cost" language, no spoofing, no fake, recycled or incentivized calls, no sub-outsourcing and no contacting VGN's buyers directly.
- All traffic must comply with the TCPA, the Telemarketing Sales Rule, Do-Not-Call and state laws. Every call is recorded, and records are kept for 5 years and produced within 24 hours.
- Bad calls are not paid. If they were already paid, the money is clawed back or deducted from your next payment.
- If fraud is found, you lose unpaid amounts and repay what was paid. If a buyer withholds an invoice because of your traffic, you pay the full withheld invoice, and your principals are personally liable.
- If you miss committed volume without notice, you pay the documented costs the shortfall causes.
This summary is for convenience only. The numbered clauses below are the binding terms. Text highlighted like this is completed in the Publisher's onboarding form or the Campaign Notification.
1Parties and structure
- 1.1These Terms are a binding agreement between Virtual Global Networks (entity type, e.g. LLC, street address, Las Vegas, Nevada, USA) ("VGN"), acting as the Advertiser and buyer of traffic, and the call center, business or individual that submits the VGN onboarding form and accepts these Terms (the "Publisher").
- 1.2These Terms are master terms. They apply to every campaign, in any vertical, that VGN now or later assigns or outsources to the Publisher. Campaign-specific commercial terms and qualification rules appear only in the relevant Campaign Notification (Clause 4).
- 1.3The relationship is non-exclusive on VGN's side. VGN may work with other publishers and call centers on any campaign.
- 1.5Authorized Representatives. VGN is based in Las Vegas, Nevada, USA, and may act through authorized representatives in other countries (each an "Authorized Representative").
- An Authorized Representative may onboard Publishers, collect and verify KYC documents, witness signatures, issue DIDs, deliver Campaign Notifications, carry out inspections under Clause 8, and give notices on VGN's behalf.
- An Authorized Representative may not change these Terms, agree a payout, waive any right or approve sub-outsourcing unless VGN has authorized it in writing from its official notice email.
- VGN keeps a current list of its Authorized Representatives and will confirm any representative's authority on request. The Publisher must not rely on anyone claiming to act for VGN who is not confirmed.
- All payouts are made by VGN only. No Authorized Representative may collect money from, or make payouts to, a Publisher unless VGN has instructed it in writing.
- The appointment of an Authorized Representative in the Publisher's country is in addition to the courts in Clause 17, and VGN may use that representative's city as the place for court proceedings.
- 1.4If these Terms and a Campaign Notification conflict, the Campaign Notification governs for that campaign's commercial terms and qualification rules only. The prohibited conduct, compliance, fraud, clawback, liability and indemnity clauses of these Terms always prevail unless VGN expressly waives them in a signed writing.
2Key words
- 2.1Publisher, "you" and "your" include the Publisher's owners, staff, agents and anyone acting for it.
- 2.2Buyer means VGN's client that receives the calls or leads, such as an insurance agency, agent, brand or network.
- 2.3Consumer means the real person on the call or named in the lead.
- 2.4Traffic means any call, live transfer, lead, form submission, click or other consumer contact the Publisher delivers to VGN or to a destination VGN designates.
- 2.5Campaign Notification means the written brief, Insertion Order ("IO") or campaign sheet VGN sends by email, messaging app or partner portal describing a campaign.
- 2.6Qualified Traffic (or a Qualified Call) means Traffic that follows every rule in these Terms and in the Campaign Notification. Only Qualified Traffic is paid.
- 2.7Buffer means the minimum qualified call length, or other qualifying event, set in the Campaign Notification.
- 2.8Fraudulent Traffic means Traffic that involves any conduct listed in Clause 6.
- 2.9Principal means each director, each owner of 20% or more of the Publisher, and each person who accepts or signs these Terms for the Publisher.
- 2.10DID means a phone number, tracking link or posting endpoint VGN provides for sending Traffic.
- 2.11Losses means all chargebacks, refunds, clawbacks, withheld or credited Buyer invoices, Buyer penalties, fines, regulatory assessments, judgments, settlements, damages, investigation costs, and reasonable attorneys' and expert fees.
- 2.12Business Day means any day except Saturday, Sunday and US federal public holidays.
- 2.13Tracking Platform means the call-tracking, lead-distribution or reporting system used by VGN or the Buyer for a campaign.
3Onboarding and ID checks (KYC)
- 3.1VGN will not issue DIDs, and no payout is due, until all of the following are done:
- the Publisher has accepted these Terms and each Principal has accepted the personal guarantee in Clause 13.4;
- VGN has approved the Publisher's business registration certificate and number, a government ID (front and back) and live selfie holding that ID for each Principal, and proof of business address;
- the Publisher has provided a bank or payment account in its own registered name, and read-only access to its dialer or lead system.
- 3.2The Publisher promises that all documents and statements it provides are true and genuine. It must report any change within 5 Business Days.
- 3.3The Publisher must disclose in writing if any network, buyer or carrier has terminated or blacklisted it or any Principal for fraud or compliance reasons in the last 36 months.
- 3.4If any document or statement is false, VGN may end these Terms immediately. A publisher or Principal that VGN has terminated or blacklisted, and any company linked to them, may not rejoin under any name.
4Campaign Notifications
- 4.1Notice before traffic. Before the Publisher sends any Traffic to a campaign, VGN will issue a Campaign Notification containing, at minimum, the items in Schedule A. Traffic sent without a current Campaign Notification is not payable.
- 4.2Qualification rules. Each Campaign Notification sets out qualification rules for that campaign, such as the buffer, eligibility criteria, approved states, permitted hours, repeat-caller window and required data. Traffic qualifies only if it follows every rule. If it breaks even one, it does not qualify and is not paid.
- 4.3Acceptance. The Publisher accepts a Campaign Notification by written confirmation or by sending any Traffic to that campaign, whichever happens first. The accepted Campaign Notification then forms part of these Terms.
- 4.4Changes. VGN may change a campaign by sending an updated Campaign Notification.
- Changes to compliance, eligibility, states, hours or scripts take effect immediately when the notice is delivered.
- Changes to payout, payout model or buffer take effect 7 days after delivery, unless the Publisher agrees to an earlier date.
- No change applies to Traffic already delivered.
- 4.5Pause and cap notices. VGN may pause a campaign, lower a cap or close a state at any time. The Publisher must stop the affected Traffic within 15 minutes of the notice. Traffic sent after that time is not payable.
- 4.6Notice channels. Campaign Notifications are validly given when sent to the email or messaging account in the Publisher's onboarding form. The Publisher must monitor these during its operating hours.
5Payout model, buffer and pricing
- 5.1These Terms do not fix any payout. For each campaign, the payout model is agreed in the Campaign Notification and may be any of the following:
| Model | What is paid | Set in the Campaign Notification |
|---|---|---|
| CPA | A confirmed sale, enrollment, approval or other defined action | Qualifying action, validation window, rate |
| CPL | A qualified lead meeting all required fields and filters | Required fields, filters, dupe window, rate |
| Pay-per-call | A Qualified Call that passes the buffer | Buffer in seconds, hours, states, rate |
| RevShare | An agreed percentage of revenue VGN actually collects on the Publisher's Traffic | Percentage, revenue basis, reporting cycle |
- 5.2The Tracking Platform decides how long a call lasted, whether it was a duplicate and whether it qualified.
- 5.3If VGN provides dialer seats, DIDs, VoIP lines or other resources, their cost is stated in the Campaign Notification and deducted from the Publisher's payment.
- 5.4Buffer and pricing may differ for alternate lines, backup buyers or overflow destinations. VGN may review pricing on a production basis at the interval stated in the Campaign Notification.
- 5.5Under RevShare, the Publisher is paid only on revenue VGN actually receives. Buyer non-payment, returns or chargebacks reduce the Publisher's share accordingly.
6Things you must never do
- 6.1The Publisher and its staff must never do any of the following, directly or through anyone else:
- Coach the Consumer on what to say, or use words such as "free", "no cost", "no obligation" or "just information", or any language that misrepresents the product or its cost.
- Spoof or falsify caller ID, call records (CDRs), recordings or location data, or call the same Consumer from a different caller ID to avoid duplicate or fraud checks.
- Send fake, staged, recycled, incentivized or agent-to-agent Traffic. "Incentivized" means the Consumer received money, a gift or any reward to call.
- Use bought, scraped or unconsented lists, or use bots, soundboards or AI voices in place of a real Consumer or agent, unless approved in writing and permitted by law.
- Give a false answer to any qualifying question, or let another person pretend to be the Consumer.
- Sub-outsource any part of a campaign to another call center, publisher or person, or share or resell DIDs, dialer access or accounts, without VGN's prior written approval.
- Use three-way call recording, or try to obtain, request or download any Buyer recording, system or portal.
- Contact a Buyer or any VGN client directly to go around VGN.
- Claim to be, or to represent, Medicare, Social Security, the Health Insurance Marketplace, any government office, or any insurance company or brand not approved in the Campaign Notification.
- Delete or alter any recording or log, hide where agents are working (for example with a VPN, proxy or unapproved location), or block any monitoring or fraud check.
- 6.2Breaking any rule in Clause 6.1 is a material breach. Traffic involving such a breach is Fraudulent Traffic, and VGN never pays for it.
7Compliance with law
- 7.1Laws. The Publisher must comply with all laws that apply to its work. These include the Telephone Consumer Protection Act (TCPA) and FCC rules, the FTC Telemarketing Sales Rule, the National and state Do-Not-Call rules, state telemarketing and "mini-TCPA" laws, STIR/SHAKEN caller-ID rules, state call-recording consent laws, CAN-SPAM, and privacy and data-protection laws. They also include vertical rules (for example CMS, Marketplace and state insurance marketing rules for health-insurance campaigns), the Buyer's guidelines, and the laws of the Publisher's own country, including business, tax and telecom registration.
- 7.2Consent. Every Consumer must have given valid prior express written consent where the law requires it, covering the manner of contact used and the seller receiving the call. Consent must be captured with a third-party certificate (such as TrustedForm or Jornaya) or an equivalent audit trail.
- 7.3Do-Not-Call. All data must be scrubbed against the National DNC Registry, state DNC lists, known TCPA litigator lists and internal DNC lists before contact. No DNC, litigator or opt-out number may be transferred or entered into any VGN or Buyer CRM.
- 7.4Calling practices. Calls must be made only within permitted hours in the Consumer's local time zone (federal 8 a.m. to 9 p.m., or narrower state limits) and within the hours in the Campaign Notification. Calls must show a valid, non-spoofed caller ID, give any required recording disclosure, and honor every opt-out immediately.
- 7.5Scripts. Only scripts, ad copy and landing pages approved by VGN in writing may be used.
- 7.6Real-time and verified. Traffic must be live, exclusive and delivered in real time. The Publisher must re-verify each Consumer's identity, interest, eligibility and DNC status before any transfer.
- 7.7Complaints. The Publisher must notify VGN within 24 hours of any consumer complaint, attorney demand, lawsuit, regulator inquiry or carrier notice connected to VGN Traffic, and cooperate fully in its defense.
8Monitoring, recordings and records
- 8.1Before starting, and for as long as these Terms run, the Publisher must give VGN read-only login access to its dialer or lead system.
- 8.2The Publisher must record every call. It must keep recordings, consent certificates, DNC scrub logs, data sources and dialer logs for at least 5 years, and send any record to VGN within 24 hours of a request.
- 8.3VGN may inspect the Publisher's office, systems and records on 48 hours' notice, or without notice if it suspects fraud.
- 8.4Traffic for which the Publisher does not give access or records, or cannot produce valid consent evidence, is not paid.
- 8.5Recordings kept by VGN or a Buyer belong to VGN or the Buyer. When VGN rejects a call, it gives the reason. On request, it may provide a short written summary or play the recording in its presence, but will not allow a download.
9Bad calls, rejections and clawbacks
- 9.1Invalid Traffic. Traffic is invalid and not paid if it breaks any qualification rule, or is any of the following:
- a duplicate or repeat caller within the window in the Campaign Notification;
- a DNC, opt-out, litigator or wrong-party number;
- outside approved states, hours or eligibility criteria;
- below the buffer, a hang-up, dead air, IVR loop or voicemail;
- missing consent, or containing incomplete, false or fabricated data;
- a Consumer who was misled, pressured or coached;
- an abusive or prank caller;
- Fraudulent Traffic;
- sent after a pause, cap or state-closure notice took effect;
- rejected, returned or credited by the Buyer because of a problem with the Publisher's Traffic.
- 9.2Disputes. The Publisher may dispute a rejection in writing, with evidence, within 5 Business Days of the rejection report. VGN will not reject Traffic without a genuine reason and will reply within 10 Business Days. Undisputed rejections are final.
- 9.3Clawback. If a Buyer rejects, credits or takes back payment for Traffic within 90 days of delivery because of a problem with the Publisher's Traffic, that Traffic is not paid. If it was already paid, the Publisher must return the money within 5 Business Days. There is no time limit for clawback of Fraudulent Traffic or Traffic that breaks Clause 7.
- 9.4Set-off. VGN may deduct anything the Publisher owes from any payment due under any campaign.
- 9.5Pattern of bad calls. If Invalid Traffic exceeds 10% of the Publisher's Traffic in any week, VGN may hold payment for the affected period while it reviews, reduce caps or agent IDs, or suspend the Publisher from all campaigns.
10Volume commitments
- 10.1A Campaign Notification may state a committed daily, weekly or monthly volume, a minimum per-agent output, or both ("Committed Volume"). VGN relies on this when it commits capacity to Buyers and provisions DIDs, seats and lines.
- 10.2The Publisher must give at least 48 hours' written notice of any expected shortfall, stoppage or reduction.
- 10.3If the Publisher delivers less than 80% of its Committed Volume for 3 consecutive Business Days, or stops without the required notice, VGN may reduce caps, agent IDs or lines, revise the payout on notice, reassign the volume to other publishers, or end the Publisher's participation in the campaign.
- 10.4Shortfall losses. Where a shortfall occurs without the required notice, the Publisher is liable for VGN's documented, direct Losses caused by it. These include the costs of DIDs, seats and lines provisioned for the Publisher, and penalties or fees charged to VGN by its Buyers for undelivered volume. This liability is limited to the payout value of the undelivered Committed Volume for the affected period.
- 10.5Agent IDs or lines start at the number in the Campaign Notification. VGN may increase them if the Publisher consistently delivers the required volume and quality.
- 10.6Traffic above an agreed cap, or outside agreed hours, is not paid unless VGN approves it in writing beforehand.
11Fraud: suspension and recovery
- 11.1Suspension and hold. If VGN has good reason to suspect Fraudulent Traffic, it may suspend the Publisher's Traffic and hold payment for the calls concerned. If the fraud appears widespread, it may also hold other unpaid amounts reasonably at risk.
- 11.2Review. Unless urgent action is needed, VGN will notify the Publisher in writing, share its evidence and allow 5 Business Days for a reply. It will release unaffected amounts and complete its review within 15 Business Days. VGN's good-faith decision based on recordings, call records, dialer logs and Buyer reports is final, unless disputed under Clause 17.
- 11.3Fraud Event. If VGN finds that the Publisher or its staff sent Fraudulent Traffic (a "Fraud Event"), VGN may do any or all of the following without further notice or compensation:
- end these Terms immediately;
- refuse payment for the Fraudulent Traffic, and the Publisher loses all unpaid amounts for it;
- if the fraud is deliberate or exceeds 10% of the Publisher's Traffic in a billing period, withhold all unpaid amounts;
- recover all money already paid for the Fraudulent Traffic;
- recover any Buyer invoice amount withheld, rejected, credited or taken back because of the fraud (Clause 12);
- recover investigation costs, fines, Buyer penalties and legal fees;
- permanently blacklist the Publisher, its Principals and linked companies, and report the fraud, with evidence, to Buyers, networks, carriers, regulators and law enforcement.
- 11.4The Publisher cannot make any claim against VGN for a report made in good faith.
- 11.5The Publisher must tell VGN within 24 hours if it suspects fraud or misuse of DIDs or logins. A Fraud Event under one campaign allows VGN to suspend or end every other campaign and agreement with the Publisher.
12Withheld Buyer invoices
- 12.1This Clause applies if the Publisher or its staff are found to have sent fake, coached or incentivized Traffic, deleted or altered any record (especially call recordings), sub-outsourced without approval, or otherwise breached Clause 6 or 7. It applies where a Buyer withholds, rejects, credits or takes back any VGN invoice, in whole or in part, because of that conduct (a "Withheld Invoice").
- 12.2The Publisher must pay VGN the full amount of the Withheld Invoice within 5 Business Days of written demand. This applies even if the invoice also covers Traffic from other publishers. VGN may deduct this amount from anything it owes the Publisher.
- 12.3Affected publishers. If the Publisher does not pay on time, VGN may assign its claim, or the relevant part of it, to any other publisher whose payment was affected (an "Affected Publisher"). VGN will give written notice of each Affected Publisher and amount. The Publisher:
- agrees that VGN may share its name, its Principals' names, contact details and the evidence with Affected Publishers;
- must pay each Affected Publisher's claim in full within 10 Business Days of that notice;
- receives credit against its debt to VGN for each amount it pays an Affected Publisher.
- 12.4If you are an Affected Publisher. If a Buyer withholds an invoice because of another publisher's conduct under Clause 12.1, VGN may assign to you its claim for your affected payouts against that publisher, instead of paying those amounts itself. VGN will give written notice with that publisher's details and the evidence, and help with recovery. Any amount VGN itself recovers for those payouts will be paid to you within 7 Business Days of receipt.
13Liability, indemnity and personal guarantee
- 13.1Publisher liability. The Publisher is liable for, and must pay on demand, all Losses VGN suffers that arise from the Publisher's Traffic (including Traffic from its staff, vendors or any sub-publisher), from Fraudulent Traffic, from any breach of these Terms or a Campaign Notification, from any violation of law, or from a data leak on the Publisher's side. This includes the value of any Buyer contract VGN loses or has suspended because of the Publisher's Traffic.
- 13.2Indemnity. The Publisher will defend, indemnify and hold harmless VGN, its owners, staff, affiliates and Buyers against all claims, lawsuits, class actions, regulatory proceedings and Losses covered by Clause 13.1. VGN may choose its own counsel. The Publisher may not settle any claim naming VGN or a Buyer without VGN's written consent.
- 13.3VGN's indemnity. VGN will indemnify the Publisher against third-party claims caused solely by a script VGN provided, used exactly as instructed, or by VGN's own breach of law.
- 13.4Personal guarantee. Each Principal personally and jointly guarantees payment of every amount the Publisher owes under Clauses 9, 10.4, 11, 12 and 13 as if it were their own debt. Each Principal also promises not to work with VGN through a different company after a Fraud Event.
- 13.5Holdback. VGN may hold back up to 20% of each payment for up to 60 days as a reserve against clawbacks and Losses. Undisputed reserves are released at the end of that period.
- 13.6VGN's limit. VGN is not liable for indirect losses such as lost profit or lost business. Its total liability for any claim is limited to the checked, payable payouts for the 3 months before the claim. This limit never reduces VGN's duty to pay checked, undisputed payouts.
- 13.7No limit on liability applies to the Publisher's obligations under Clauses 6, 7, 9, 11, 12, 13.1, 13.2, 13.4 and 15, or to fraud.
14Payment
- 14.1Statements. At the end of each billing cycle in the Campaign Notification, VGN sends a Statement listing the Publisher's Traffic and the amount due within 3 Business Days. The Publisher sends its invoice within 2 Business Days. If the Publisher does not respond within 5 Business Days, the Statement is treated as accepted.
- 14.2Payment date. VGN pays checked, undisputed amounts within the payment terms in the Campaign Notification. If none are stated, it pays within 7 Business Days of a correct invoice. If only part of a Statement is disputed, the undisputed part is paid on time.
- 14.3Deductions. Before payment, VGN may deduct clawbacks, holdbacks, resource costs (Clause 5.3), shortfall Losses (Clause 10.4), Withheld Invoice amounts (Clause 12) and any other amount the Publisher owes.
- 14.4Account and currency. VGN pays only into the bank or payment account in the Publisher's registered name given in writing. A change requires a written notice signed by a Principal and is re-verified before use. Payments are made in US dollars.
- 14.5Fees and taxes. The Publisher bears its own transfer and transaction fees and all taxes, foreign-exchange and banking obligations in its country. VGN may deduct tax where the law requires it.
- 14.6Tax forms. Before the first payment, a US-based Publisher must provide a completed IRS Form W-9, and a Publisher outside the US must provide Form W-8BEN-E (or W-8BEN for an individual). VGN may hold payments until a valid form is received, and may withhold US tax where the law requires it.
15Confidentiality, data and non-circumvention
- 15.1Each party must keep the other's confidential information secret and use it only for these Terms. This includes rates, scripts, Buyer names, DIDs, logins, Consumer data, ID documents and these Terms. The duty lasts for the term and 5 years after it ends, and forever for Consumer data. The Publisher must never disclose VGN's rates or Buyers.
- 15.2The Publisher may use Consumer data only to deliver Traffic under these Terms. It must keep that data secure, never sell or reuse it, and report any data leak within 24 hours.
- 15.3The Publisher agrees that VGN may store and verify its ID documents, and share them with Buyers, verification providers, regulators and law enforcement where needed to prevent fraud or comply with law. VGN will keep them secure and restrict access to those who need it.
- 15.4Non-circumvention. During the term and for 24 months after it ends, the Publisher must not work directly or indirectly with any Buyer or client it was introduced to or learned of through VGN for similar products, and must not solicit VGN's staff or publishers. If it does, the Publisher must pay VGN the profit VGN would have earned, and VGN may seek a court order to stop it.
16Term and termination
- 16.1These Terms start on acceptance and continue until ended under this Clause. Either party may end them, or a single campaign, on 7 days' written notice.
- 16.2VGN may suspend or end these Terms immediately for any of the following:
- a Fraud Event;
- a breach of Clause 6 or 7;
- any other material breach the Publisher does not fix within 3 Business Days;
- false ID or documents;
- the Publisher's insolvency;
- a Buyer or regulator requiring it.
- 16.3The Publisher may end these Terms if VGN fails to pay an undisputed amount within 10 Business Days after written notice.
- 16.4On termination, the Publisher must stop sending Traffic immediately and return all DIDs and access. VGN pays for checked Qualified Traffic delivered before the end date, subject to Clauses 9, 11, 12 and 13 and the holdback period.
- 16.5Clauses 6, 8, 9, 10.4, 11, 12, 13, 15 and 17 survive termination.
17Governing law and disputes
- 17.1Law of the Publisher's country. These Terms are governed by the laws of the country where the Publisher is registered or, for an individual, where the Publisher lives, as stated in the onboarding form (the "Home Country"). Where that country has states or provinces, the law of the state or province of the Publisher's registered office applies. A Publisher based in the United States is governed by the laws of the State of Nevada. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- 17.2Laws that always apply. Whatever the Home Country, all Traffic must comply with the laws of the place where the Consumer is located. For US Consumers, this means US federal and state law, including the TCPA, the Telemarketing Sales Rule, Do-Not-Call rules and state telemarketing and insurance marketing laws (Clause 7). No Home Country law excuses a breach of these laws.
- 17.3Common Home Countries. For Publishers in the countries below, the governing law includes the following. If the Publisher's Home Country is not listed, its general contract, electronic-signature and arbitration laws apply in the same way.
| Home Country | Contract and e-signature law | Courts, or arbitration if agreed |
|---|---|---|
| United States | Nevada law; US E-SIGN Act; Nevada UETA (NRS Chapter 719) | State and federal courts in Clark County, Nevada; or AAA arbitration in Las Vegas |
| Pakistan | Contract Act 1872; Electronic Transactions Ordinance 2002 | Courts of the Publisher's city; or arbitration under the Arbitration Act 1940 |
| India | Indian Contract Act 1872; Information Technology Act 2000 | Courts of the Publisher's city; or arbitration under the Arbitration and Conciliation Act 1996 |
| Philippines | Civil Code of the Philippines; Electronic Commerce Act (RA 8792) | Courts of the Publisher's city; or arbitration under the ADR Act (RA 9285) |
| Bangladesh | Contract Act 1872; Information and Communication Technology Act 2006 | Courts of the Publisher's city; or arbitration under the Arbitration Act 2001 |
- 17.4Courts. Senior representatives of both parties must first try in good faith to resolve any dispute for 10 Business Days. If it is not resolved, the dispute is decided by the competent courts of the city in the Home Country where the Publisher has its registered office, or where VGN's Authorized Representative for that country is located, at VGN's choice. If both parties agree in writing, it may instead be decided by a single arbitrator in that Home Country, in English.
- 17.5VGN's other options. VGN may also bring a claim in the state or federal courts of Clark County, Nevada, USA, or in any country where the Publisher, a Principal or a linked company does business or holds assets, and may enforce any judgment there. The Publisher and each Principal submit to the jurisdiction of those courts. Either party may seek urgent relief from any competent court.
- 17.6Service of papers. The Publisher and each Principal agree that court papers may be served by email to their notice address, by international courier, or through VGN's Authorized Representative in the Home Country, in addition to any method permitted by law.
- 17.7Tax and registration. The Publisher must hold every business, tax and telecom registration its Home Country requires for this work, and is responsible for complying with its Home Country's tax, foreign-exchange and banking rules.
- 17.8The winning party recovers its reasonable legal costs from the other. Any claim by the Publisher about a Statement or payment must be made within 12 months of the Statement date.
18General terms
- 18.1Independent parties. The parties are independent businesses. The Publisher is not VGN's employee, agent or partner, and may not make representations on its behalf.
- 18.2No warranties. VGN does not guarantee any minimum volume, Buyer demand or uninterrupted operation of its Tracking Platform or lines.
- 18.3Updates. VGN may update these Terms by posting a new version on this page and notifying the Publisher by email. The update applies to Traffic delivered 7 days after notice. Continued delivery of Traffic after that date means acceptance.
- 18.4Assignment. The Publisher may not transfer these Terms or delegate the work. VGN may transfer them to a related company or successor, may assign claims under Clause 12, and may appoint Authorized Representatives under Clause 1.5.
- 18.5Notices. Notices and legal papers may be sent by email to the addresses in the onboarding form and to VGN at legal notice email, and by courier.
- 18.6Force majeure. Neither party is liable for events beyond its reasonable control. This never excuses payment obligations or fraud.
- 18.7Severability, waiver and language. If any part is found invalid, it is enforced to the maximum extent allowed and the rest remains in force. A failure to enforce is not a waiver. If these Terms are translated, the English version prevails.
- 18.8Entire agreement. These Terms and every accepted Campaign Notification are the entire agreement on this subject. They replace all earlier offers, chats and marketing messages.
19Acceptance
- 19.1The Publisher accepts these Terms by ticking the acceptance box and submitting the VGN onboarding form, by signing a copy, or by sending any Traffic to VGN.
- 19.2Each Principal accepts the personal guarantee in Clause 13.4 by ticking the guarantee box in the onboarding form or by signing separately.
- 19.3Electronic acceptance is a valid signature under the US Electronic Signatures in Global and National Commerce Act (E-SIGN), the Nevada Uniform Electronic Transactions Act (NRS Chapter 719) and the electronic-signature law of the Publisher's Home Country (Clause 17.3). The person accepting confirms they are authorized to bind the Publisher.
VGN record of acceptance (completed from the onboarding form)
Publisher legal name · Registration number · Principals and titles · Home Country and city (sets governing law, Clause 17) · Notice email · Date and time accepted · IP address · Terms version accepted (1.3) · Authorized Representative who onboarded (if any)
ASchedule A: Campaign Notification contents
Every campaign VGN outsources to a Publisher is issued with a Campaign Notification containing the fields below. Payout and model are agreed for each campaign and are never fixed by these Terms.
| Field | What it states |
|---|---|
| Campaign ID and vertical | Internal reference and vertical (for example ACA health, final expense, auto, home services) |
| Start date and term | Go-live date, review date and any end date |
| Payout model | CPA, CPL, pay-per-call or RevShare |
| Payout and buffer | Rate or percentage, buffer in seconds or qualifying action, and rate review interval |
| Traffic type | Inbound, live transfer, outbound dialing, data leads or web |
| Qualification rules | Each rule a call or lead must meet, such as age, income, coverage status, tax filing, required contact data or exclusions |
| Approved states and hours | Allowed states, operating hours and time zone |
| Repeat-caller window | Number of days within which a repeat Consumer is a duplicate |
| Caps and Committed Volume | Daily or weekly caps, Committed Volume, per-agent targets, agent IDs or lines allocated |
| Approved scripts and creative | Scripts, ad copy and landing pages the Publisher may use, and banned words |
| Consent requirements | Consent language, certificate provider and seller naming |
| Destination and tracking | DIDs, ping/post URL or tracking link |
| Resource costs | Any seat, DID or VoIP costs deducted from payment |
| Billing and payment | Billing cycle, payment terms, holdback percentage |
| Contacts | VGN campaign manager and escalation contact |