[TERMS AND CONDITIONS FOR THE SERVICES OF ADVERTISING OPTIMIZATION BY YIELDBIRD]
- 1. [GENERAL PROVISIONS]
- Yieldbird professionally provides to the Publisher, for consideration, the Service on terms as specified in the Agreement.
- The Agreement enters into force and begins to bind the Parties as of the date Yieldbird accepts the Order placed by the Publisher (the day of concluding the Agreement) in electronic form using the interactive form available on the Yieldbird website. The technical solutions used by Yieldbird ensure that the Publisher can detect and correct errors in the data entered into the form, as well as convenient access to the content of the Regulations.
- Starting to use any of the Services described in this Regulation is equivalent to full acceptance by the Publisher of the terms of Regulations without the need to draw up a separate document.
- The technical condition necessary to use the Service in the optimal scope and quality is the unlimited access of the Publisher to the Internet network and to the compatible final telecommunications device with the latest version of the popular internet browser.
- The Service is generally offered to entrepreneurs. In a situation where a consumer wants to appear in the role of the Publisher, he should inform Yieldbird about it electronically.
- 2. [DEFINITIONS]
Unless specifically stated otherwise, the following terms should be understood in the relationship between the Publisher and Yieldbird in the subject of the Service as follows:
Ban – exclusion of the Website from the possibility of broadcasting Ads.
eCPM – a factor enabling the measurement of the effectiveness of Yieldbird’s actions on Placements, i.e. the rate obtained by Yieldbird for the sale of 1000 Ad views.
Number of Ad Views – number of individual Adverts on user’s end devices on particular Placement.
Improper Traffic – any form of Internet traffic within the Website that is artificially called, such as: (i) implemented by any technique to increase the number of Ad Views, including, inter alia, use of browsers with automatic respawn, practice of automatic user redirection, use of blind text links, misleading links, forced clicks, placing network tags (web page designations) on empty websites, etc.; or (ii) spam activities, actions that are contrary to the regulations and other rules applied by Platform RTB operators.
Settlement Period – a calendar month or another period determined by the Parties in the Order.
Publisher Panel – an online application provided by Yieldbird for the Publisher, used to settle between the Website’s Ad Views pages.
Partners – other than RTB Platforms, entities that commission Yieldbird to broadcast Ads on the Website.
Placements – advertising surfaces on the Website, which are provided by Yieldbird under the terms of the Agreement.
RTB Platforms – technology platforms managed by third parties for optimizing and automated sales and broadcasting of Ads on the Website.
Revenue – the net value of provisions generated by Yieldbird by managing the cooperation with Platform RTB operators and Partners for the issue of Ads on the Website on the Placements served by Yieldbird.
Regulations – a set of provisions covered by this document, which govern the rights and obligations of the Parties in connection with the Service;
Advertisements – any graphic, textual or multimedia units having an advertising or promotional character intended for broadcast on the Website in any format adapted to the technological requirements of the Placement.
Website – Internet and / or mobile service(s) of the Publisher, run (maintained) at the address (addresses) of the URL indicated (indicated) in the Order.
Parties – Publisher and Yieldbird jointly considered as parties to the Agreement or as entities mutually or jointly obliged under the Regulations or the Order.
Agreement – an instrument regulating the rights and obligations of the Parties in connection with the Service, which includes the Order, Regulations and provisions of applicable law.
Service – a chargeable service for technological optimization of broadcasting Ads on the Website or other services provided by the Website, within contact form or “Yieldbird’s Choice” newsletter.
Publisher – a person ordering and / or using the Services;
Order – a separate document regulating the rights and obligations of the Parties in relation to the Service, which defines in particular the Publisher’s identification data, Website data, remuneration and payment rules constituting an element of the Agreement.
- 3. [YIELDBIRD OBLIGATIONS]
Yieldbird is committed to:
- taking actions, to the best of his knowledge and, as far as his competences are concerned, in order to maximize the Revenue achieved by managing Placement on the Website;
- enable the Publisher to access the Publisher Panel;
- generate in the Publishers Panel information on Placement supported by Yieldbird, including information about: (i) about the number of Ad Views, (ii) about the eCPM – in aggregate terms and by individual Placements, (iii) about the Revenue amount for subsequent Settlement Periods, broken down by individual Placements, (iv) the amount of Revenue verified and authorized by Yieldbird and due to the Publisher of the remuneration along with the information needed to issue an invoice to Yieldbird by the Publisher;
- timely settlement of the Publisher due to the placement made available;
- immediate removal of technical errors on the part of Yieldbird and preventing the performance of activities provided for in the Agreement.
- 4. [PUBLISHER’S OBLIGATIONS]
The Publisher commits to:
- the continued provision of Yieldbird Placements throughout the duration of the Agreement;
- placing on the Website – within three business days from the date of conclusion of the Agreement – Yieldbird codes calling Ads and enabling the counting of the Number of Ad Views and not changing or modifying in any way these codes;
- not to hange or modify to the Placements, including their specific location on the Website, as well as not to interfere with the visibility of the Placements and not to cover them with other advertising forms;
- not to take up the practices of the Improper Traffic, as well as to prevent such practices performed on the Website by third parties;
- not to take any actions that may result in Ban being imposed, as well as obeying the rules of the Website in accordance with the regulations and rules of the RTB Platforms, in particular the “Google Policy” rules;
- inform Yieldbird – at least three days in advance – of any change in the Website that may affect the performance of the Agreement, in particular changes in the Website layout and technological changes, including changes to HTML documents in which Ads will be placed, and affecting the location and functioning of Placement;
- inform Yieldbird about cooperation with other entities related to the management of the Website’s advertising space, including the broadcast of Ads on the Website;
- informing Yieldbird – at least three days in advance – about activities that may affect a significant – i.e. over 30% – change in the Number of Ad Views.
- 5. [COOPERATION OF THE PARTIES]
- The Publisher undertakes to make the best efforts to maintain or increase the starting Number of Ad Views made through RTB Platforms, as declared in the Order, throughout the term of the Agreement.
- In the case of an Advertisement in relation to which a breach of applicable provisions of law has been reported, Yieldbird shall immediately, after substantive examination of the report of infringement by the claimant or the Publisher, take appropriate actions to change or block it.
- The Publisher may submit to Yieldbird by e-mail a request to cease broadcasting any Advertisement that he / she will locate on the Website in a manner allowing its identification; then Yieldbird will be obliged within three working days after receiving the notification to prevent access to the Website. The request may only apply to Ads that violate applicable law or “Google Policy” or equivalent terms.
- Yieldbird undertakes not to impress advertisements relating to entities for which the Publisher has expressly objected to the impress of their Ads on the Website. The list of entities should be delivered to Yieldbird when the Order is placed by the Publisher. The change of these entities requires the consent of Yieldbird in the working mode. The provisions of section 3 of this paragraph shall apply accordingly.
- 6. [REPORTING AND SETTLEMENT]
- The basis for Revenue accounting shall be verified and authorized by Yieldbird automatically generated by the Publisher Panel covering each Settlement Period, submitted to the Publisher by Yieldbird by the fifth business day after the end of the Settlement Period. Yieldbird will provide the Publisher with information within the Publisher Panel and – at the request of the Publisher – will send it to the email address provided in the Order. The information referred to in the preceding sentence is the basis for the Publisher to issue an invoice for Yieldbird for the Settlement Period covered by the information, referring to the remuneration due to the Publisher.
- Yieldbird guarantees that the Revenue reported will be in accordance with the status visible in the information reported to Yieldbird by the RTB Platforms and Partners.
- Yieldbird is entitled to adjust of the amount of Revenue due for the Settlement Period and, consequently, to adjust the amount of remuneration due to the Publisher if the managing entity of the RTB Platform or Partner corrects its settlements with Yieldbird for such a Settlement Period.
- Yieldbird agrees to issue and deliver invoices electronically, to the address indicated in the Order or by providing it in the Publisher Panel.
- In the event of a breach by the Publisher of the obligations set out in Paragraph 4 section 4 and 5 of the Regulations, the Publisher loses the right to remuneration due in the part corresponding to those Advertisements, which remain in connection with such violations.
- The currency of the remuneration and the date of payment shall be specified in the Order.
- 7. [TERMS OF RESPONSIBILITY]
- Yieldbird shall not be liable for any infringement of any third party rights and violation of applicable law in connection with the Publisher’s activities – including in connection with the content of the Website and the content presented therein.
- Yieldbird shall not be liable for interruptions in the broadcast of Ads caused by causes not related to Yieldbird, m. strikes, natural disasters, failures of telecommunications networks, failings of third parties having an impact on the implementation of the Service.
- Yieldbird is entitled to a temporary break in broadcasting Advertisements due to technical reasons. Yieldbird will take care that such breaks take place during the night hours and last as short as possible. The interruptions in the provision of the Service for technical reasons do not affect the assessment of the performance of the Agreement by Yieldbird.
- In the case of questions, suggestions, and any comments regarding the availability or quality of the Service, the Publisher may contact the representative of Yieldbird electronically by sending a complaint to the following email address: firstname.lastname@example.org.
- The liability of each Party under warranty and lost benefits is excluded.
- 8. [CONFIDENTIALITY]
- Each Party undertakes to keep confidential all information made available, transmitted or otherwise obtained in connection with the negotiations, signing and performance of the Agreement, in particular organizational and technological information about the other Party, as well as the commercial terms under which the Parties concluded the Agreement (Confidential information); the obligation of confidentiality lasts for a period of 3 years after obtaining the given Confidential Information, regardless of the termination (dissolution) of the Agreement
- Each Party undertakes that any Confidential Information provided and disclosed to it by the other Party will be used only for purposes related to the performance of the Agreement and that it will not be transferred or disclosed to any third party without the express prior consent of the other Party expressed in the form writing.
- The obligation of confidentiality does not include: (i) information that is publicly known; (ii) information known to the Party prior to its disclosure by the other Party, which prior knowledge should be demonstrated; or (iii) information obtained from authorized third parties without reservation of confidentiality obligations.
- Each Party shall be exempt from the obligation to keep Confidential Information confidential in the event that the obligation to disclose it results from the mandatory provisions of law. In any such case, the Party making the disclosure will be obliged, if it is possible due to the mandatory legal regulations, to: (i) immediately inform the other Party of the obligation to disclose Confidential Information to persons for which the disclosure is to take place or have occurred; (ii) disclose only part of the Confidential Information as required by law; and (iii) take all reasonable steps to ensure that the Confidential Information disclosed is treated in a confidential manner and used only for purposes justified by disclosure.
- 9. [DURATION OF THE AGREEMENT]
- The Service is provided for an indefinite period, or as indicated in the Order, and is subject to termination in cases as specified in the Agreement.
- An indefinite Agreement may be terminated by either Party with immediate effect. For validity, the notice of termination should be in electronic or written form.
- Yieldbird has the right to terminate the Agreement immediately and without separate request in the event of a material breach by the Publisher of its provisions, in particular in the case of the existence of the Improper Traffic or Ban.
- In the event of an Improper Traffic or Ban, Yieldbird has the right to limit or block the broadcast of Advertisements on the Website, and such action will not constitute grounds for the Publisher to raise any claims against Yieldbird.
- 10. [NEWSLETTER & CONTACT FORM]
- „Yieldbird’s Choice” is a service consisting in sending by Yieldbird once a day or once a month onto e-mail address of the newsletter’s user identified in the registration form, e-mails with choice of new publications concerning Digital & Programmatic.
- „Contact Form” is a service enabling users to contact with Yieldbird throughout the contact form provided on the Website – https://yieldbird.com/contact/
- “Yieldbird’s Choice” and “Contact Form” are free-of-charge services provided on Website’s user demand.
- Providing „Yieldbird’s Choice” service, Yieldbird collects from Website’s users and processes following users’ data: e-mail address, first name, last name, company, job title, I am.
- Providing “Contact Form” service, Yieldbird collects from Website’s users and processes following user’s data: name, email address, publisher/advertiser and other data included in the message sent by the user.
- “Yieldbird’s Choice” and “Contact Form” users have the right to access their data, the right to modify data or to erase their data. Data modification or resignation from the newsletter are realisable by the registration form accessible on the Website or by clicking to the link accessible in the newsletter’s message.
- 11. [FINAL PROVISIONS]
- In the absence of information about the change of address or other data, all correspondence sent to the address indicated in the Order will be considered effectively delivered.
- The invalidity or ineffectiveness of any provision of the Agreement shall not result in the invalidity or ineffectiveness of the other.
- Yieldbird retains the right to unilaterally change the content of these Regulations. Any changes to the Regulations will be posted on the yieldbird.com website and will come into force on the day of publication. In the event of a change to the Regulations, Yieldbird will inform the Publisher about this fact via e-mail used by the Publisher to communicate with Yieldbird, and the Publisher has the right to submit an objection to the Yieldbird e-mail address from which it was sent within 10 days from the date of sending the information about the change in the Regulations. information about the change in the Regulations. Submission of the objection by the Publisher will result in the immediate termination of the Agreement as of the date of submission of the objection. Failure to submit objections within the prescribed period shall mean the Publisher’s consent to amend the Regulations.
- Disputes that may arise in connection with the performance of the Agreement shall be considered by a common court having jurisdiction over the registered office of Yieldbird.
- The Agreement is governed by Polish law with the exception of any conflict clauses that could impose application of the provisions of another law.