Services Terms and Conditions
[TERMS AND CONDITIONS OF ADVERTISEMENT BROADCASTING OPTIMIZATION SERVICES BY YIELDBIRD]
- 1. [GENERAL PROVISIONS]
- Yieldbird renders professional Service for the Publisher, against remuneration as defined in the Agreement.
- The Agreement comes into force and commences to be binding to the Parties as of the date of acceptance by Yieldbird of the Order placed by the Publisher(Agreement execution date) in the electronic form, via an interactive form available at the Yieldbird website. 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 the convenient access to the Terms and Conditions.
- The commencement of the use of any of the Services described herein shall be equivalent to full acceptance of the provisions of these Terms and Conditions by the Publisher, without the necessity to prepare a separate agreement.
- The technical condition necessary to use the Service 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.
- The service is basically offered to entrepreneurs. In a situation when a consumer wishes to act as the Publisher, they should inform Yieldbird about that via e-mail in order to conclude an individual Services agreement.
- 2. [DEFINITIONS]
Unless otherwise explicitly reserved, the terms below should be understood in relations between the Publisher and Yieldbird, with respect to the Service, as follows:
Ban – banning the Service from the possibility of Advertisement broadcasting.
eCPM – the factor which enables to measure Yieldbird action effectiveness at 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 at the user’s devices at particular Placements.
Incorrect Traffic – each form of the Internet traffic within the framework of the Service which 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) at 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 in the Order.
Publisher’s Panel – an on-line application rendered available by Yieldbird to the Publisher, used for the settlement of Advertisement broadcasting at the Website between the Parties.
Partners – other entities than RTB Platforms, which commission Yieldbird to broadcast Advertisements at the Website.
Placements – advertising areas in the Website which are operated by Yieldbird under the provisions of the Agreement.
RTB Platforms – technological platforms, managed by third parties, intended for the optimization and automated sale as well as for broadcasting Advertisements at the Website.
Revenue – net value of benefits generated by Yieldbird by means of management of cooperation with the RTB Platform operators and Partners, on account of broadcasting Advertisements at the Website, at Placements operated by Yieldbird.
Terms and Conditions – a set of provisions falling under this document, which settle the Parties’ rights and obligations in connection with the Service;
Advertisements – any graphic, text or multimedia units of advertising or promotional nature, intended for broadcasting at the Website, in any format adjusted to technological requirements of Placements.
GDPR – regulation No. 679/2016 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/4/EC (General Data Protection Regulation).
Website – an Internet and/or mobile website (websites) of the Publisher, run at the URL address (addresses) indicated in the Order.
Parties – the Publisher and Yieldbird considered jointly as Parties to the Agreement or as entities mutually or jointly obliged under the Terms and Conditions or the Order.
Agreement – an instrument settling the rights and obligations of the Parties in connection with the Service, composed of the Order, Terms and Conditions and applicable legal regulations.
Service – paid service of technological optimization of Advertisement broadcasting at the Website or other services rendered via the Website;
Publisher – the person ordering and/or using the Services;
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 47,550.00 (forty seven thousand five hundred fifty zloty); Tax ID No. [NIP]: 679 299 6939,
Order – a separate document settling the rights and obligations of the Parties in connection with the Service, which defines, in particular, the Publisher’s identification details, the Website details, amount of remuneration and payment terms, constituting an element of the Agreement.
- 3. [YIELDBIRD OBLIGATIONS]
Yieldbird undertakes to:
- take actions, in accordance with its best knowledge and to the extent of the competences held, in order to maximize Revenues reached on account of Placement management at the Website;
- provide the Publisher with access to the Publisher’s Panel;
- generate in the Publisher’s Panel information concerning Placements operated by Yieldbird, including information: (i) on the Number of Advertisement Views, (ii) on the eCPM amount – collectively and in break-up into particular Placements, (iii) on the amount of Revenues for successive Settlement Periods, in break-up into particular Placements, (iv) on the amount of the Revenue verified and authorized by Yieldbird and the remuneration due to the Publisher along with the information necessary to issue an invoice for Yieldbird by the Publisher;
- make settlements with the Publisher on time on account of Placements rendered available;
- immediately remedy technical errors attributable to Yieldbird and preventing the performance of activities under the Agreement.
- 4. [PUBLISHER’S OBLIGATIONS]
The Publisher undertakes to:
- constantly provide Yieldbird with access to Placements throughout the term of the Agreement;
- place at the Website – within three working days from the date of conclusion of the Agreement – Advertisement evoking codes which enable to count the Number of Advertisement Views and not to remove the codes and not to implement changes to the codes;
- not to implement changes to Placements, including in the scope of specific placement at the Website, as well as not to interfere with the Placement visibility and not to cover them with other advertising forms;
- not to take up the Incorrect Traffic practices as well as to prevent such practices made at the Website by third parties;
- not to take actions which may result in imposing a Ban and to observe the principles resulting from regulations and rules of RTB Platform functioning, in particular the “Google Policy” principles;
- to inform Yieldbird – at least three days in advance – about each change in the Website, which may have impact on the performance of the Agreement, in particular about the changes to the Website layout and technological changes, including the changes implemented to the HTML documents in which Advertisements will be placed, and having impact on the location and functioning of Placements;
- to inform Yieldbird about taking up cooperation with other entities, connected with the Website advertising space management, including broadcasting of Advertisements at the Website;
- to inform Yieldbird – at least three days in advance – about actions which may have impact on significant – i.e. more than 30% – change of the Number of Advertisement Views.
- 5. [PARTIES COOPERATION]
- The Publisher undertakes to make every effort to maintain or increase the starting Number of Advertisement Views made via the RTB Platform, as declared in the Order, throughout the term of the Agreement.
- In case of Advertisement with respect to which the breach of applicable legal regulations was reported, Yieldbird shall be obliged to immediately, upon subject matter related consideration of the breach notification by the entity raising a claim or the Publisher, take up relevant measures in order to change or block thereof.
- The Publisher may report to Yieldbird, via e-mail, a request to cease broadcasting of any Advertisement which it places at the Website in a manner which enables the identification thereof; then Yieldbird shall be obliged to prevent the access of the indicated Advertisement to the Website within three working days after receipt of the notification. The request may only relate to Advertisements which breach applicable legal regulations or the terms of “Google Policy” or equivalent.
- Yieldbird undertakes not to broadcast Advertisements referring to entities with respect to which the Publisher raised an explicit objection as regards the broadcasting of their Advertisements at the Website. The list of entities should be delivered to Yieldbird at the moment of placement of the Order by the Publisher. The change of the entities requires the Yieldbird consent granted in due course. The provisions of item 3 of this clause shall be applied respectively.
- 6. [REPORTING AND SETTLEMENTS]
- The verified and authorized by Yieldbird information generated automatically by the Publisher’s Panel, comprising each Settlement Period, presented to the Publisher by Yieldbird by the fifth working day upon the completion of the Settlement Period, shall constitute the basis for Revenue settlement. Yieldbird shall provide the Publisher with information within the framework of the Publisher’s panel and – upon the Publisher’s request – it shall send it to the e-mail address indicated in the Order. The information mentioned in the preceding sentence constitutes the grounds for the issue of the invoice for Yieldbird by the Publisher for the Settlement Period relating to the information, amounting to the remuneration due to the Publisher.
- Yieldbird guarantees 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 expresses a consent for the issue and delivery of invoices via e-mail, to the address indicated in the Order or by means of making it available at the Publisher’s Panel.
- In case of the breach of obligations defined in § 4 item 4 and 5 of the Terms and Conditions by the Publisher, the Publisher shall lose the right to remuneration due, in a part corresponding to the Advertisements which are related to such a breach.
- The remuneration currency and the payment term shall be defined in the Order.
- 7. [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 broadcasting of Advertisements caused by reasons not attributable to Yieldbird, among others, strikes, natural disasters, telecommunications network failures, third parties’ deviations having impact on the performance of the Service.
- Yieldbird shall be entitled to temporary interruption in broadcasting of Advertisements for technical reasons. Yieldbird shall make every effort for such interruptions to take place at night and for as short period of time as possible. Interruptions in rendering the Service for technical reasons shall not have impact on the assessment of the Agreement performance by Yieldbird.
- In case of questions, suggestions and possible comments as regards the Service availability or quality, the Publisher may contact the Yieldbird representative via e-mail, sending a complaint to the following e-mail address: firstname.lastname@example.org.
- The Parties’ liability on account of statutory warranty and lost 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 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 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 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 to provide Yieldbird with any necessary documents aimed at the defence of Yieldbird rights in negotiations or in court, administration or out-of-court proceedings pending with the participation of Yieldbird.
- 8. [CONFIDENTIALITY]
- Each Party undertakes to keep secret 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 lasts for the period of 3 years from obtaining given Confidential Information, irrespective of dissolution (termination, expiry) of the Agreement.
- Each Party undertakes 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.
- 9. [TERM OF THE AGREEMENT]
- The Service shall be rendered for indefinite period of time or as defined in the Order and it shall be subject to termination in cases as defined in the Agreement.
- The indefinite term Agreement may be terminated by any 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 call in case of gross 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 observe the provisions indicated in section 11 of the Terms and Conditions.
- In the event of occurrence of Incorrect Traffic or a Ban, and the failure to observe the provisions indicated in section 11 of the Terms and Conditions, Yieldbird shall have the right to limit or block the broadcasting of Advertisements at the Website and such action shall not constitute the grounds for raising any claims against Yieldbird by the Publisher.
- 10. [NEWSLETTER AND CONTACT FORM]
- The “Yieldbird Choice” and “Contact Form” services are free-of-charge services rendered at the order of the https://yieldbird.com/ website user, being the Publisher or advertiser.
- The “Yieldbird Choice” service consists in sending by Yieldbird, daily or once a month, to the e-mail address of the https://yieldbird.com/ website user, being the Publisher or an advertiser, of the newsletter containing the selection of the latest publications in the scope of Digital & Programmatic. The newsletter shall be sent to the address indicated in the registration form used for subscriptions for the aforementioned newsletter.
- The “Contact Form” service enables the users of the https://yieldbird.com/ website to contact Yieldbird via the contact form placed at the Website at the address: https://yieldbird.com/pl/kontakt/.
- In connection with rendering the “Yieldbird Choice” service, Yieldbird collects the following personal data: e-mail address, name and surname, workplace, position, Publisher/advertiser from the https://yieldbird.com/ website users and processes them.
- In connection with rendering the “Contact Form” service, Yieldbird collects the following personal data: e-mail address, name and surname, workplace, position, Publisher/advertiser, other information included in the content sent by the message user, from the https://yieldbird.com/ website users and processes them.
- The “Yieldbird’s Choice” or “Contact Form” users shall have the right of access to their data and they shall have the right to modify or remove them. Data modification or resignation from the newsletter shall be possible via the registration form available at the https://yieldbird.com/ website or clicking a relevant link available in the newsletter sent to the user.
- 11. [PERSONAL DATA]
- Yieldbird and the Publisher shall be the Website users’ personal data co-co-controllers. Yieldbird shall process data only in the scope limited to redirecting the data gathered by the Publisher via the cookie technology to Partners and RTB Platforms. Yieldbird shall not collect or store data in its IT systems. In the remaining scope the personal data shall be processed exclusively by the Publisher.
- Due to the fact that Yieldbird does not have real access to the Website user’s data, the Publisher shall be liable for exercising any rights which the data entities are entitled to in accordance with applicable legal regulations on personal data protection (in particular under GDPR), including the right of access to data, the right to obtain copies of data, the right to correct data, the right to remove data, the right to limit processing, the right to transfer data and the right to object.
- The Publisher shall be the so-called contact point for all matters connected with the Website user’s data processing, with respect to which the Parties are data co-controller. The Publisher shall place the information, for the Website users at Website, on the manner of contact with the Publisher as regards the processing of personal data. The Publisher shall be obliged to consider the applications of data entities on dates and terms defined by GDPR. If the Website user submits an inquiry or an application to Yieldbird, it shall be immediately transferred to the Publisher, and the Publisher shall be liable for consideration of the inquiry or the application, as if it was placed directly by the Website user to the Publisher.
“In order to display at the Website the advertisement tailor-made to your likes and preferences we use the solutions of Yieldbird Sp. z o.o., with its seat at ul. Czerska 8/10, 00-732 Warsaw. Yieldbird shall be the co-controller of personal data processed for that purpose. The substantial part of arrangements defining the scopes of co-controllers’ obligations, including the principles of exercising the website users’ rights as well as the list of recipients to whom data are displayed in connection with the display of a behavioural advertisement, is available at the address https://yieldbird.com/data/ . ”
- The Publisher shall be obliged to present relevant information and notifications on personal data processing to the Website users, and to obtain the consent for the Website users’ personal data processing in accordance with GDPR, the Polish regulations adopted for the purpose of enabling GDPR application and other applicable legal regulations and the Agreement. The Publisher shall incur full liability for the performance of obligations resulting from legal regulations applicable in this respect and from this section.
- The Publisher shall ensure, in particular, that Advertisements are presented at the Website only to the Website users who expressed the following consents to the Publisher:
- the consent allowing Yieldbird and its trusted partners (indicated at the address https://yieldbird.com/partners/) store the information or obtain access to information already stored in the Website user’s telecommunications device,
- the consent legalizing the processing, by Yieldbird and its trusted partners (indicated at the address https://yieldbird.com/partners/), the Website users’ personal data for the purpose of the display of the Advertisements within the framework of the Service.
The Publisher shall incur full liability for the performance of obligations resulting from legal regulations applicable in this respect and from this section.
- The Parties resolve that Yieldbird shall be entitled to independently conclude personal data processing agreements and other legal instruments which legalize personal data processing falling under co-controlling in the scope necessary to render Services under the Agreement, in particular personal data processing agreements with Partners and RTB Entities.
- The Parties undertake to provide their representatives and persons employed by them (irrespective of the legal grounds for employment e.g. civil law contracts), whose personal data will be disclosed to the other Party of the Agreement as the data administrator in connection with the conclusion and implementation of the Agreement, with the information known to the disclosing Party and indicated in Article 14 of GDPR.
- Each Party shall immediately inform the other Party about any proceedings, in particular administrative or court proceedings, pertaining to the processing of personal data by the other Party, about any administrative decision or judgement relating to such data processing, addressed at the other Party as well as about any planned, if known, or carried out controls and inspections with respect to processing, in particular carried out by inspectors authorized by the President of the Personal Data Protection Office or another body supervising personal data protection authorized under regulations of commonly applicable law, unless this is contradictory to commonly applicable legal regulations and/or a decision of a particular body.
- 12. [USE OF NAME]
- Publisher hereby grants to Yieldbird the express right to use Publisher’s company name, logo and/or trademark in marketing, sales and public relations materials solely to identify Publisher as a Yieldbird’s customer and as to present Website as a case study of use of Services. 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 Services to Publisher.
- 13. [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 in the Order shall be considered effectively delivered.
- Invalidity or ineffectiveness of any provision of the Contract shall not result in the invalidity or ineffectiveness of the remaining provisions.
- Yieldbird shall keep the right to unilateral amendment of the content of these Terms and Conditions. Any amendments to the Terms and Conditions shall be placed at the yieldbird.com website and they shall come into force on the date of publication thereof. In the event of the amendment of the Terms and Conditions, Yieldbird shall notify the Publisher about that fact 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 from which the information on the amendment of Terms and Conditions was sent, within 10 days from the date of sending the information on the amendment of Terms and Conditions. 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 of the Terms and Conditions.
- 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 another law.