General Terms and Conditions of Placement Monetization
I. GENERAL PROVISIONS
- The Agreement comes into force and is binding the Parties from the date of acceptance (the “Effective Date”) by Yieldbird of the registration process of the Publisher via an interactive form available at the Yieldbird website (the “Registration Process”). The technical solutions applied by Yieldbird provide the Publisher with the possibility of detection and correction of errors in the data introduced to the form as well as convenient access to the Terms and Conditions.
- These Terms and Conditions shall apply to all Publishers who are in cooperation with Yieldbird, unless Parties agreed otherwise by separate agreement. Any other terms and conditions or other regulations or price sheets used by the Publisher shall not be applicable to Publisher's cooperation with Yieldbird.
- The technical condition necessary to commence the cooperation of the Parties under the Agreement in the optimum scope and quality is the Publisher's unlimited access to the Internet network and to a user's telecommunications device compatible with the latest version of a popular Internet browser.
- Yieldbird performs the provisions specified herein in principle for the benefit of entrepreneurs. In a situation when a consumer wishes to act as the Publisher, he shall inform Yieldbird via e-mail in order to conclude a separate individual agreement.
Unless otherwise explicitly reserved, the terms hereinafter have the meaning, as follows:
Ban: Banning the Website from the possibility of Advertisement broadcast under the Agreement.
eCPM: The factor which measures Yieldbird action effectiveness in Placements, i.e. the rate obtained by Yieldbird for the sale of 1000 Advertisement views.
Number of Advertisement Views: The number of single broadcasts of the Advertisement within Placement(s) on the user's devices.
Incorrect Traffic: Each form of Internet traffic within the framework of the Website that is invoked in an artificial manner, such as: (i) performed with any technique, artificial increase in the Number of Advertisement Views including, among others, the use of browsers with automatic respawn, the practice of automatic redirecting of users, the use of blind text links, misleading links, forced clicks, placement of network tags (website designation in the Internet) on blank Internet pages, etc.; or (ii) actions of spam nature, actions contrary to the regulations, and other principles applied by RTB Platform operators.
Settlement Period: A calendar month or another period set by the Parties.
Publisher's Panel: An online application rendered available by Yieldbird to the Publisher, used for the settlement and invoicing of Placement monetization results.
Insights: An online application rendered available by Yieldbird to the Publisher, used for the Placement monetization reporting.
Partners: Entities other than RTB Platforms that commission Yieldbird to broadcast Advertisements on the Website.
Placements: Advertising areas on the Website or on the mobile application, which are operated by Yieldbird under the provisions of the Agreement.
RTB Platforms: Technological platforms, managed by third parties (Google and others), intended for the optimization and automated sale as well as for broadcast Advertisements.
Terms and Conditions: A set of provisions falling under this document, which settle the Parties' rights and obligations in connection with the Agreement.
Advertisements: Any graphic, text, or multimedia units of advertising or promotional nature intended for broadcast on the Website in any format adjusted to technological requirements of Placements.
Website: An Internet and/or mobile website (websites) or mobile application of the Publisher, run at the URL address (or addresses) indicated by Publisher through Registration Process.
Parties: The Publisher and Yieldbird considered jointly as Parties to the Agreement or as entities mutually or jointly obliged under the Terms and Conditions.
Agreement: Entire of the provisions set forth in the Terms and Conditions and any additional document defining the rights and obligations of the Parties.
Publisher: the Party to the Agreement who provides the Placement(s) for monetization.
Yieldbird: “YIELDBIRD” spółka z ograniczoną odpowiedzialnością with its seat in Warsaw, at ul. Czerska 8/10, registered in the Register of Entrepreneurs maintained by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register under the National Court Register No. 0000324436; share capital in the amount of PLN 48,350.00 (forty eight thousand three hundred fifty zloty); Tax ID No. [NIP]: 679 299 6939,
III. SUBJECT OF THE AGREEMENT
- On the terms and conditions set forth in the Agreement, the Publisher undertakes, in exchange for the payment of agreed remuneration, to lease the Placement(s) to Yieldbird exclusively within the programmatic advertising model in order to its/theirs monetization.
- The number, type and localization of the Placements provided by the Publisher to Yieldbird will be determined by the Parties in the working mode.
IV. YIELDBIRD OBLIGATIONS
Yieldbird undertakes and agrees to:
- Act in accordance with its best knowledge and to the extent of the competences held in order to maximize Revenues obtained on account of Placement's management on the Website.
- Provide the Publisher with access to Insights.
Generate in Insights information concerning the Placement(s) managed by Yieldbird, including information:
- On the Number of Advertisement Views.
- On the eCPM amount – collectively and by division into particular Placements.
- On the amount of the remuneration due to the Publisher.
- Settle in timely manner with the Publisher for provided Placement(s).
- Remove immediately technical errors attributable to Yieldbird precluding the provisions under the Agreement.
V. PUBLISHER'S OBLIGATIONS
The Publisher undertakes and agrees to:
- Provide Yieldbird with continued and uninterrupted access to Placement(s) throughout the entire term of the Agreement.
- Place on the Website within three working days from the Effective Date Advertisement induction codes that count the Number of Advertisement Views and remain the codes unremoved or unchanged.
- Remain Placements unchanged or unremoved, including its specific localization on the Website, its visibility and uncovered by other advertising forms.
- Withhold from Incorrect Traffic practices and prevent from such practices on the Website resulting from acts or omissions of third parties.
- Withhold from practices which may result in imposing a Ban on the Website and, while operating the Website, comply with the provisions set forth in regulations and principles of RTB Platform functioning, in particular the principles of “Google Policy”.
- Inform Yieldbird – at least three days in advance – of each change on the Website, which may impact on the performance of the Agreement in particular about the change to the Website layout and technological changes, including the changes implemented to the HTML documents containing Advertisements, and impact on the localization and functionality of Placements.
- Inform Yieldbird of undertaking with other entities the cooperation in relation of the Website advertising space management, including broadcast of Advertisements on the Website.
- Inform Yieldbird – at least three days in advance – of acts which may impact on significant – i.e. more than 30% – change of the Number of Advertisement Views.
- Refrain from using any other tools offered by Google for monetization in relation to the Placements leased by Yieldbird.
- Refrain from refreshing Advertisements displayed as a result of management of the Placements by Yieldbird without Yieldbird's explicit permission.
- Remove the codes referred to in point 2. above at the request of Yieldbird, within three business days of the submission of such request by Yieldbird through communication in Insights or via e-mail used by the Publisher to communicate with Yieldbird. The Publisher acknowledges that failure to remove the codes within the specified time limit may result in damage to Yieldbird.
VI. PARTIES COOPERATION
- The Publisher undertakes and agrees to use best endeavours to maintain or increase the starting Number of Advertisement Views made via the RTB Platform, as declared in the Registration Process, throughout the entire term of the Agreement.
- In the event of the report of breach of applicable legal regulations referred to the Advertisement, Yieldbird shall be obliged to take immediate and reasonable measures, upon substantive analysis of the report, in order to block or change the Advertisement.
- The Publisher is entitled to request from Yieldbirdviae-mail for termination of broadcast of any Advertisement placed on the Website which is properly identified. In such case Yieldbird shall be obliged to prevent the access of the indicated Advertisement to the Website within three working days after receipt of the request. The request hereinabove may only relate to Advertisements which breach applicable legal regulations or the terms of “Google Policy” or equivalent.
- Yieldbird undertakes and agrees withhold from broadcast Advertisements referring to entities of who the Publisher raised an explicit objection against their Advertisements on the Website. The list of entities shall be served upon Yieldbird during the Registration Process by the Publisher. Any amendments to the list of entities hereinabove requires the Yieldbird consent granted in working mode. The provisions of item 3 of this clause shall be applied respectively.
VII. REPORTING AND SETTLEMENTS
- The amount of the remuneration due to the Publisher for the lease of Placement(s) paid by Yieldbird under the Agreement will be established through the Registration Process.
- The Revenue shall be settled in accordance with the information related to each Settlement Period that is generated automatically by Publisher's Panel and further verified and authorized by Yieldbird. The information hereinabove will be presented to the Publisher by Yieldbird within five working days upon the completion of the Settlement Period. Yieldbird shall provide the Publisher with informationviaPublisher's Panel and – upon the Publisher's request –serve the information upon the Publisher on the e-mail address indicated through the Registration Process. The information hereinabove constitutes the grounds for the issue of the invoice for Yieldbird by the Publisher for the remuneration due for given Settlement Period.
- Yieldbird declares that reported Revenues shall be in compliance with the actual status presented in the information reported to Yieldbird by the RTB Platforms and Partners.
- Yieldbird shall be entitled to make the adjustment of the settlement of the Revenue amount due for the Settlement Period and, as a consequence, the adjustment of the amount of remuneration due to the Publisher, in case of making a relevant adjustment of the settlements between the entity managing and RTB Platform or the Partner with Yieldbird for such a Settlement Period.
- Yieldbird explicit consent for the issue and delivery of invoices via e-mail to the address indicated through the Registration Processor by means of making it available at Publisher's Panel.
- In case of the Publisher's breach of obligations set forth in Section V.4, Section V.5, Section V.9 or Section V.10 of the Terms and Conditions, the Publisher shall not be entitled to remuneration, in relation to the Advertisements under the breach hereinabove. In addition, in each case of such a breach, the Publisher will be required to pay Yieldbird a compensation in the amount of the entire benefits that Yieldbird would receive from Placement monetization, if the breach had not occurred.
- The currency of remuneration shall be defined through the Registration Process. The payment term in relation to the Publisher's remuneration determined on the basis of the Revenue earned on the basis of cooperation with: (i) RTB platforms managed by Google shall be 30 days; (ii) Partners and RTB platforms managed by entities other than Google shall be 60 days. The payment term shall commence from the date of service of the invoice upon the Yieldbird's e-mail address indicated to Publisher.
- The Publisher, who is not a Polish tax resident, is obligated to deliver to Yieldbird a valid Publisher's tax residence certificate together with first invoice issued by the Publisher at the latest. In case the tax residence certificate expires, the Publisher undertakes to deliver to Yieldbird another valid tax residence certificate together with the first invoice issued after the expiration of the previous tax residence certificate.
- In the event that Yieldbird, in accordance with the applicable principles of cooperation, does not receive from the entity managing the RTB Platform or the Partner the Revenue within 60 days from the date when it becomes due;
- Yieldbird may require the Publisher to return such part of the remuneration which the Publisher has obtained on the basis of the Revenue settlements and which Yieldbird did not receive, if the Publisher's remuneration has been paid by Yieldbird in advance.
- Yieldbird may retain that part of the Publisher's remuneration, which should be paid to the Publisher in respect of the Revenue that Yieldbird has not received, if the Publisher's remuneration has not been paid by Yieldbird in advance.
- Yieldbird may require the Publisher to pay the amount of remuneration Yieldbird should receive in relation to the Revenue that Yieldbird has not received.
- Yieldbird is entitled to set off claims against the Publisher indicated in points 1 – 3 above with the Publisher's claims against Yieldbird regarding remuneration under this Agreement.
- The Publisher shall be entitled, to the extent that Yieldbird exercised the rights indicated in points 1 – 4 above, to directly seek claims against a given managing entity of the RTB Platform or Partner in relation to the benefits not obtained by the Publisher in respect of the Revenue that has not been received by Yieldbird, and the Publisher's claims against Yieldbird in this regard expire.
VIII. LIABILITY TERMS AND CONDITIONS
- Yieldbird shall not be held liable for the breach of any third parties' rights and for the breach of applicable legal regulations in connection with the Publisher's activity – including in connection with the content of the Website.
- Yieldbird shall not be held liable for interruptions in broadcast of Advertisements caused by reasons not attributable to Yieldbird, in particular such as: strikes, natural disasters, telecommunications network failures, third parties' deviations having impact on the performance of the Placement monetization.
- Yieldbird shall be entitled to suspend temporarily the broadcast of Advertisements for technical reasons. Yieldbird shall use reasonable endeavours to excercise such suspensions at night and for the shortest time possible. Suspensions due to technical reasons shall not impact the performance of Placement monetization by Yieldbird.
- In case of questions, suggestions, and possible comments regarding the Placement monetization availability or quality, the Publisher may contact the Yieldbird representative via e-mail, sending a complaint to the following e-mail address: email@example.com.
- The Parties' liability of statutory warranty and loss of profits shall be excluded.
- In the event of the breach of applicable legal regulations or provisions of the Agreement by the Publisher, the Publisher undertakes and agrees to satisfy, at its own cost, any claims of third parties on account of the breach of such persons' rights as a result of the breach of applicable legal regulations or the provisions of the Agreement, and if as a result of the foregoing, Yieldbird or a third party is obliged to pay a compensation or a financial penalty, under a legally binding judgement or decisions of a competent authority, in the event of satisfaction of such claims by Yieldbird or adjudicating from Yieldbird or imposing a financial penalty on Yieldbird – the Publisher undertakes and agrees to immediately reimburse, on recourse basis, upon the Yieldbird request, the amount of all the claims, penalties, or compensations covered, and any related expenses, including the costs of court, administration, arbitration, or reconciliation proceedings. The Publisher, moreover, undertakes and agrees to enter, at its own cost and at the request of Yieldbird or any competent authority, any court, administration, or out-of-court proceedings pending with the participation of Yieldbird and resulting from circumstances mentioned in the preceding sentence. Furthermore, the Publisher undertakes and agrees to provide Yieldbird with any necessary documents aimed at the defense of Yieldbird rights in negotiations or in court, administration, or out-of-court proceedings pending with the participation of Yieldbird.
- The Publisher is obligated to pay Yieldbird a contractual penalty of 1% of remuneration due to the Publisher, determined for the Settlement Period preceding the submission of Yieldbird's request for the performance of the Publisher's obligation referred to in Section V.11, for each day of delay in its performance. Yieldbird is entitled to seek compensation from the Publisher in excess of the reserved contractual penalty.In order to satisfy any claim arising out of a breach of the obligation set forth in this Section (including contractual penalties), Yieldbird shall be entitled to monetize the Placements based on the Publisher's unremoved codes and retain any benefits received therefrom, offsetting them against Yieldbird's claims. The monetization of Placements referred to in the preceding sentence does not constitute a business relationship between the Parties under this Agreement.
- During the term of the Agreement, Yieldbird is entitled to manage exclusively of Placements in the field of advertising in the programmatic model. In relation to the above, the Publisher undertakes, during the term of the Agreement, withhold from granting access the Website advertising space to third parties on the basis of any legal title in order to manage the broadcast of Advertisements on the Website in the programmatic model, unless the Parties agreed otherwise in the working mode.
- In the event of a breach by the Publisher of the obligations set out in Section IX.1 above, the Publisher shall pay Yieldbird liquidated damages of 30 % (in words: thirty percent) Revenue obtained in the Settlement Period preceding the breach. The payment of liquidated damages will not exclude claim for damages exceeding the liquidated damages.
- Each Party undertakes and agrees not to disclose any information rendered available, transferred or obtained otherwise, in connection with negotiations, execution, and implementation of the Agreement, in particular organizational and technological information concerning the other Party as well as commercial conditions on which the Parties concluded the Agreement (“Confidential Information”). The confidentiality obligation remains for a period of 3 years from obtaining given Confidential Information, irrespective of dissolution (i.e. termination, expiration) of the Agreement.
- Each Party undertakes and agrees that any Confidential Information transferred and disclosed by the other Party shall be used exclusively for purposes connected with the implementation of the Agreement and that it shall not be transferred or disclosed to any third party without explicit, prior consent of the other Party expressed in the written form.
- The confidentiality obligation shall not comprise: (i) information which is commonly known; (ii) information which was known to the Party prior to the disclosure thereof by the other Party, whereas the fact of knowing it before disclosure should be demonstrated; or (iii) information obtained from authorized third parties without the confidentiality obligation. Each Party shall be exempt from the confidentiality obligation relating to Confidential Information in the event if the obligation to disclose thereof results from absolutely applicable legal regulations. In each case the disclosing Party shall be obliged to, if possible due to absolutely applicable legal regulations: (i) immediately inform the other Party about the obligation to disclose Confidential Information to persons with respect to whom the disclosure is to occur or occurred; (ii) disclose only such a part of Confidential Information which is required under the law; and (iii) take up any possible actions in order to ensure that the Confidential Information disclosed is treated in a confidential manner and used only for purposes substantiated with the objective of disclosure.
XI. TERM OF THE AGREEMENT
- The Agreement will be in force for an indefinite period of unless the Parties will determine definite period of time through the registration process online.
- The Agreement in force for an indefinite period may be terminated by each Party with immediate effect. The statement on termination should be made in the electronic or written form to remain valid.
- Yieldbird shall have the right to terminate the Agreement with immediate effect and without a separate notice in case of material breach of the Agreement's provisions by the Publisher, in particular in case of occurrence of Incorrect Traffic or a Ban at the Website or the failure to comply with the provisions indicated in Section XIII of the Terms and Conditions.
- In the event of occurrence of Incorrect Traffic or a Ban, and the failure to comply with the provisions indicated in Section XIII of the Terms and Conditions, Yieldbird shall have the right to limit or block the broadcast of Advertisements on the Website and such action shall not constitute the grounds for raising any claims against Yieldbird by the Publisher.
- The Agreement may be terminated by either Party with immediate effect in the case of a material or repeated breach of the Agreement, Regulation or other applicable law in the field of personal data protection by other Party, subject to prior notice of non-breaching Party for providing remedy for the breach by the breaching Party within additional period, not shorter than 7 days, and unsuccessful expiration of that period.
XII. NEWSLETTER AND CONTACT FORM
The Newsletter (Yieldbird Digest) and Contact Form Services shall be governed solely by the provisions of the Regulations for Services By Electronic Means, available at the following address: electronic services regulation .
XIII. PERSONAL DATA
Publisher and Yieldbird are bound by the Data Protection Agreement available at the address: data protection agreement
XIV. RIGHT OF PUBLICITY
Publisher hereby grants to Yieldbird the express right to use Publisher's company name, logo and/or trademark as well as statistical information regarding cooperation such as number of Advertisement impressions, number of Advertisement Requests and Viewability in marketing, sales, and public relations materials solely to identify Publisher as a Yieldbird customer and to present Website as a case study of Placement monetization. Yieldbird hereby grants to Publisher the express right to use Yieldbird's company name, logo and/or trademark solely to identify Yieldbird as a performer of Placement monetization.
XV. FINAL PROVISIONS
- In case of the lack of information on the change of the address or other data, any correspondence sent to the address indicated through the Registration Process shall be considered served upon effectively.
- Invalidity or ineffectiveness of any provision of the Agreement shall not result in the invalidity or ineffectiveness of the remaining provisions.
- Yieldbird is entitled to amend unilaterally the content of the Terms and Conditions. Any amendments thereto shall be placed at the Terms and Conditions and they shall come into force on the date of publication thereof. In the event of the amendment thereto, Yieldbird shall notify the Publisher about that fact via Insights or via e-mail used by the Publisher for communication with Yieldbird, and the Publisher shall have the right to raise an objection to the Yieldbird e-mail address used to communicate the amendment thereto, within 10 days from the date of service the information of the amendment thereto. Raising an objection by the Publisher shall result in immediate termination of the Agreement, as of the date of raising the objection. The failure to raise the objection within the time limit set shall mean the Publisher's consent to the amendment thereto.
- Disputes which may arise in connection with the performance of the Agreement shall be settled by common court with territorial jurisdiction over the Yieldbird seat. The Agreement shall be governed by the Polish law, excluding any no-prejudice clauses which could impose the application of regulations of different law.