Standard Terms for Publishers

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into and govern any media booking submitted by Buitenrustpad 11H, 1097 MX Amsterdam, The Netherlands (trading as “UPYIELD”) as advertiser or acting as agency for third-party advertisers.

Media bookings can either be agreed upon by way of a signed insertion order ("Insertion Order" or “IO”), or registered Publishers can use UPYIELD’s self-service platform “UPYIELD Marketplace” to select campaigns.
All media bookings shall be referred to as a “Booking”.

For the purposes of this Agreement, “Publisher” shall mean all parties directly or indirectly providing advertising inventory such as direct publishers, publisher networks, and supply-side platforms.

These Standard Terms and the Booking terms shall be collectively referred to as the "Agreement".
In case of discrepancies between these Standard Terms and the Booking terms, the Booking terms shall prevail.

1. UPYIELD Marketplace & Registration

  1. Publishers that wish to use the UPYIELD Marketplace platform may register a UPYIELD user account by following the steps described during the registration process.
    If registering on behalf of an employer or another entity, the registering party represents and warrants that they have full legal authority to bind their employer or such entity to this Agreement.
    Publishers warrant that all data provided is true, complete, and accurate.
    UPYIELD reserves the right to approve or disapprove access to the UPYIELD platform at its sole discretion.
    Publishers are responsible and liable for all actions under their account.
  2. UPYIELD reserves the right to modify, enhance, further develop, change, add, or remove features of the UPYIELD Marketplace from time to time, particularly where this is customary in the industry, required by applicable law and regulations, or necessary to optimize its services and the platform as a whole.

2. IO Terms, Cancellations, Modifications

UPYIELD reserves the right to suspend and/or cancel any Booking, in whole or in part, or to modify certain Booking terms such as payouts, territory, and other campaign specifications either by written notice (email valid) or by making changes to the offers that are visible on the UPYIELD Marketplace offerwall or otherwise within the platform.

If in writing, such changes as well as cancellations shall become effective at 0:00 CET on the first day following a 48-hour change period.

In UPYIELD Marketplace, modifications and cancellations may become effective in real time unless a longer period is indicated.

If the Publisher does not agree with a modified offer, the Publisher must stop the affected campaign(s) within the applicable change period.

A summary of all Bookings is available for download from the platform.

3. Advertising Material (the “Creative”)

  1. The Creatives, including the links provided by UPYIELD, must not be changed without the prior written consent of UPYIELD. UPYIELD must approve the final Creative. UPYIELD grants to the Publisher a limited, nonexclusive right to use, display, transmit, and distribute the advertisement and all contents therein solely for the limited purpose of fulfilling the advertising services in accordance with the terms of this Agreement.
  2. If the Publisher uses third parties to serve advertisements, then the Publisher shall be liable for their actions as for its own.
  3. Except as expressly set forth or agreed as part of the Booking, the specific positioning of advertisements by the Publisher shall be approved by UPYIELD’s contact person listed in the Insertion Order.
  4. The Publisher shall be liable for any unauthorized use of the Creative. Creatives must not be placed in any illegal environment or on media blacklisted by UPYIELD.
  5. UPYIELD reserves the right to suspend the use of any Creative at any time. The Publisher will take all necessary steps to terminate the use of such Creative and will return all copies of the Creative and Confidential Information (as defined below) at the request of UPYIELD.

4. General Rules & Restrictions

  1. For a Deliverable to be “Valid,” it must meet all criteria stated in a Booking, these Standard Terms, and the following:
    • All information requested must be provided accurately in a way that UPYIELD’s tracking mechanisms signal such lead.
    • The underlying user action must have been carried out by a natural person and must not be generated automatically or otherwise in a manipulative way.
    • Fraud detection software does not flag such lead as fraudulent.
    • Payment providers have not flagged the lead as fraudulent.
    • All campaign specifications must be adhered to.
  2. No misleading practices are allowed, including but not limited to: false or untrue free offers, misleading competitions, brand abuse (including unauthorized use of third-party brands), click-jacking, typo-squatting, or like-jacking. The use of iframes, false redirects, illegal content lockers, spam, malware, spyware, adware, ransomware, scareware, or any other deceptive practices is prohibited.
    • No free trials may be offered or implied without UPYIELD’s prior written approval.
    • Fake virus scans and ads implying that a user’s device may be infected are strictly prohibited.
    • No advertising in illegal contexts such as file sharing, copyright-infringing pages, pornography, racism, violence, hate speech, or other indecent or defamatory content unsuitable for children.
  3. UPYIELD and the advertised company shall not be responsible or liable for any campaigns with incorrect URLs, subject lines, or unauthorized Creatives.
  4. Clear records of any activity must be made available to UPYIELD immediately if requested by authorities or regulatory bodies, or if there is reasonable indication of a breach of this Agreement. The Publisher will stop such campaigns immediately at UPYIELD’s request or upon first becoming aware of a breach, whichever is earlier.
  5. Traffic limits (“Caps”) must not be exceeded without UPYIELD’s prior written consent (email valid). UPYIELD will not pay for any over-delivery.
  6. UPYIELD does not allow any first cookie to be overwritten for 24 hours if the second click has been activated by a user clicking on an ad unit served by adware of the Publisher. The Publisher must not alter or interfere with any UPYIELD tracker link to the detriment of another publisher.
  7. The Publisher must not use any UPYIELD website as a “pop-under” or “sub-site.” Affiliate cookies must not be placed unless through a deliberate user click.
  8. Email traffic: All email-based traffic sent by the Publisher must be 100% opt-in. The Publisher must provide opt-in information for any person who generates a spam complaint. In the event of a dispute, the Publisher must provide all reasonably requested information and materials necessary to demonstrate compliance and server logs prior to payment.
  9. Clicks: UPYIELD shall be credited for any low-interval multiple clicks from the same source (i.e. double or multiple clicks within three (3) seconds).
  10. If the Publisher is hosting the Creative, it must adhere to all advertising production specifications provided by UPYIELD. UPYIELD will not pay for traffic if the tracking tool or link provided by UPYIELD was not incorporated as agreed.
  11. No Brand Bidding: The Publisher is not allowed to deliver any ad units triggered by keywords using trademarks of UPYIELD or the advertised company.
  12. No Adware or Spyware: The Publisher shall not engage in any adware or spyware activities, either directly or through third parties, unless expressly agreed by both Parties.
    • The Publisher is not allowed to use any UPYIELD tracker link as a trigger for serving ad units to a user.
    • The Publisher is not allowed to deliver an ad unit over any UPYIELD website if that advertising unit links to any UPYIELD website.
  13. For each culpable breach of Sections 4(b) and 4(k) of these Standard Terms, the Publisher agrees to pay UPYIELD a penalty of one thousand euros (€1,000), regardless of whether the breach was committed by the Publisher or a third-party sub-publisher. UPYIELD reserves the right to claim higher damages, in which case the penalty amount will be offset.

5. Payment

  1. Payment in accordance with the applicable Booking terms shall be made to the Publisher
    (a) within 60 days of receipt of a proper invoice to the accounting contact indicated on the IO, or
    (b) UPYIELD may, at its discretion, make a self-invoicing tool available to Publishers that allows for receiving statements and payments through the UPYIELD platform.
  2. Invoices should contain reasonable detail, including the Booking reference number, the campaign invoiced, campaign duration, amount owed, the method and supporting data for assessing the amount owed, and payment instructions.
  3. Concerns against statements issued by UPYIELD must be declared by the Publisher within 14 days from receipt.
  4. UPYIELD reserves the right to suspend payment until the payout amount reaches at least 500 EUR. However, if the threshold of 500 EUR is not reached over a period of three months, UPYIELD will pay out smaller amounts at the Publisher’s request.
  5. Even after receipt of a Publisher invoice, if any Deliverables are found to be not Valid, the Publisher shall either issue a refund to UPYIELD or apply a mutually agreed credit to future invoices, unless the Publisher can prove that the Deliverable was Valid.
  6. Budgets agreed in a Booking do not represent a commitment of UPYIELD or the advertiser but a binding cap and therefore must not be exceeded without prior written approval by UPYIELD or the advertiser.
  7. For unused funds, the Publisher shall, at UPYIELD’s choice, either issue a credit note and refund or continue serving the Creatives. The payment term for refunds is 14 days from UPYIELD’s request. Late payments accrue interest at 7% per month or the maximum allowed under applicable law, whichever is lower.
  8. UPYIELD shall not be obliged to make payment for any Deliverables which are not Valid or otherwise not in accordance with campaign specifications, special instructions, or any other terms of this Agreement.
  9. UPYIELD reserves the right to set off refund claims and other claims it may have against the Publisher against the Publisher’s invoices.
  10. Payment by UPYIELD is subject to advertisers making payment to UPYIELD unless the advertiser is an affiliated company of UPYIELD.
  11. UPYIELD shall have the right to assign the payment claims against the advertiser that are related to the Publisher traffic to the Publisher. The Publisher hereby accepts such assignment as satisfactory in lieu of payment and, upon completion of the assignment, there will be no additional claims against UPYIELD related to the concerned traffic.
  12. Each party shall be responsible for and pay its own income taxes, sales and use taxes, value-added taxes, and any other taxes, license or registration fees, duties, and similar assessments or charges levied or imposed by any jurisdiction as a result of the execution of this Agreement, the performance of any obligations under this Agreement, or the transfer of any property, rights, or other grant under the terms of this Agreement.

6. Reporting

  1. Within two (2) business days of the agreed campaign start date, the Publisher will provide confirmation to UPYIELD in writing that delivery has begun (email sufficient).
  2. UPYIELD will provide statements in electronic form, either via email or through the UPYIELD Marketplace (“Statements”). The Statements indicate the consolidated amounts payable for the relevant accounting period. The accounting period is monthly unless expressly agreed otherwise.
    Ongoing reporting data, such as daily statistics made available by UPYIELD through UPYIELD Marketplace or another online reporting tool, is preliminary. Invoices and payment are based on the consolidated Statements only.
  3. If there is a discrepancy greater than 10% between Publisher data and the Statements, the Parties shall analyze and negotiate in good faith a mutually agreeable basis for invoicing.
    If the discrepancy cannot be resolved within ten (10) business days, the Publisher shall invoice based on UPYIELD’s numbers unless and to the extent that the Publisher can prove UPYIELD’s numbers incorrect.

7. Data Protection & Data Processing

  1. When processing personal data, both parties act as data controllers and ensure their compliance with all applicable data privacy laws, the terms of this Agreement, and their applicable privacy policies. Both parties expressly commit to adhere to the principles of data processing in accordance with Articles 5 and 32 of the EU General Data Protection Regulation (GDPR) and shall take appropriate measures to respect the rights of data subjects under the GDPR and all other applicable privacy laws and regulations.
  2. The parties will process data, including personal data, exclusively for the purposes of traffic validation, fraud prevention, and service optimization. Any processing of personal data received from the other party outside that scope shall require the prior written approval of the other party.
  3. Both parties ensure that they are legally entitled to provide traffic data, including advertising identifiers, IP addresses, and possibly other personal information, for the contractual purposes of traffic validation, fraud prevention, and service optimization, and, if required, have obtained the necessary consents.
    This includes the purpose of passing such data to the relevant advertiser, sub-publisher, or other third-party partner, provided that these third parties have committed to comply with applicable privacy laws.
    Such data must not be used for any other purpose and must be processed in accordance with applicable privacy laws.
  4. The sharing of personal data that would allow the immediate identification of a data subject, as well as data belonging to the special categories of personal data (Article 9(1) GDPR), is not the subject of this Agreement. Therefore, each party must not provide such data to the other party.
  5. Where personal data is transferred from the EU to “third countries” as defined by EU regulations, the parties will separately sign “Set II - Standard Contractual Clauses for the transfer of personal data from the Community to third countries (controller-to-controller transfers)” concerning such transfer, which shall form an integral part of this Agreement.

8. Liability

  1. The Publisher warrants that:
    • It will comply with all applicable laws and regulations, including those pertaining to advertising and data privacy, these Standard Terms, the Booking specifications, and any other specifications communicated by UPYIELD.
    • The Creative is not placed in any illegal context.
  2. The Publisher indemnifies UPYIELD and the advertised company against damages and all claims made by third parties resulting from any breaches of the Publisher’s warranties given under this Agreement.
  3. Both Parties’ claims under applicable law remain unaffected.

9. General Provisions

  1. Notices
    All notices shall be in writing and addressed to the party to be served at the respective addresses or email addresses set forth in the preamble of this Agreement.
  2. Changes to these Standard Terms
    1. UPYIELD reserves the right to amend these Terms and Conditions to reflect changes to its services, such as adding or removing features, or to comply with changes in applicable laws and regulations. UPYIELD will inform the Publisher in writing, either via email or by posting changes on the platform, at least two weeks in advance of:
      • such changes,
      • the Publisher’s right to object to such changes, and
      • the fact that unless the Publisher objects, such updated Terms and Conditions will become effective upon expiry of the two-week period.
        The foregoing applies only to changes that are not material to the Agreement, i.e. they do not affect the parties’ rights and obligations in a way that the original understanding between the parties is more than insignificantly affected.
    2. If the Publisher objects to a change of these Terms and Conditions, the previously agreed version will remain in effect. However, either party will be entitled to terminate the Agreement with two weeks’ notice.
  3. Entire Agreement
    This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior communication. UPYIELD accepts no counteroffers or other terms and conditions.
  4. Confidentiality
    “Confidential Information” means materials, data, and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers, and intellectual property rights of the other Party that may not be accessible or known to the public.Confidential Information includes, but is not limited to, the terms of this Agreement, the Creative, any incorporated third-party intellectual property, and any information concerning technical or financial details of UPYIELD’s or the advertised company’s operations.The Parties acknowledge that through their relationship under this Agreement, they may have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential Information (“Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (“Disclosing Party”)—both orally and in writing—in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party.The Receiving Party further agrees to use the Confidential Information only for performing this Agreement.
    The obligations set forth herein shall not apply to Confidential Information which:
    • is or becomes public through no fault of the Receiving Party;
    • was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;
    • is rightfully obtained by the Receiving Party from a third party lawfully in possession of such information without restriction;
    • is independently developed by the Receiving Party without reference to the Confidential Information; or
    • is required by law or judicial order, provided that the Receiving Party promptly notifies the Disclosing Party and works with them to seek protective measures.
  5. Amendments and Waiver
    Any term or provision of this Agreement may be amended, and the observance of any term may be waived, only in the form of a non-electronic record referencing this Agreement and signed by both Parties.
  6. Force Majeure
    Neither Party shall be deemed in default or held responsible for any cessation, interruption, or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to earthquakes, floods, fires, storms, natural disasters, acts of God, wars, terrorism, armed conflicts, labor strikes, lockouts, or similar events.
  7. Severability
    If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
  8. Assignment
    Neither Party may assign or transfer this Agreement or any obligation hereunder without the prior written approval of the other Party, except that UPYIELD may, upon written notice, assign or transfer this Agreement to an entity within its group of affiliated companies or to an entity acquiring all or substantially all of its assets, whether by acquisition of assets or shares, or by merger or consolidation.
    Any assignment in violation of this section shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
  9. Independent Contractors
    The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability of, or otherwise bind, the other Party.
    Each Party shall bear its own costs and expenses in performing this Agreement.
  10. Governing Law
    This Agreement and any disputes related to it shall be governed by, construed, and enforced in all respects in accordance with the laws of The Netherlands. The Parties submit to the exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts of Amsterdam, The Netherlands.

10. Other Definitions

The terms "Affiliate," "CPA Deliverables" ("CPA"), "CPC Deliverables" ("CPC"), "CPL Deliverables" ("CPL"), "CPM Deliverables" ("CPM"), "Deliverables," and "Third Party" shall have the meanings as defined by the Interactive Advertising Bureau (IAB) in the IAB Standard Terms and Conditions Version 3.0, available under the following link:
http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf