Terms and Conditions
Preamble
(i)
Yieldlove is a leading European provider of yield optimization technologies in managed and self-service. As a meta-sell-side platform, Yieldlove coordinates advertising networks using header bidding technology to deliver the most profitable campaigns on the digital offers. Yieldlove concludes contracts with these advertising networks, so-called ad exchanges, for the delivery of advertising formats on the partner’s digital offers in its own name and without the involvement of the partner.
(ii)
Partner would like to commission YL with the marketing of websites or mobile sites operated by the partner, hereinafter referred to as digital offers. Having said that, the parties agree as follows.
1. Contractual object
1.1
Partner commissions YL with the advertising marketing of the digital offers operated by him. The marketing of the digital offers is based on the so-called header bidding technologies of YL, as well as technical systems of third parties, which partner integrates into their digital offers (defined in more detail in section 3.2) and includes the planning and placement of advertising in any ad slots on the digital offers . An ad slot defines the location of the integration of advertising forms on the digital offers. The forms of advertising include (i) all in-page forms of advertising, (ii) all instream and outstream forms of advertising. The ad slots and forms of advertising are jointly defined for each digital offer at the start of the marketing contract.
1.2
Irrespective of the forms of advertising defined in Section 1.1, YL reserves the right to place new forms of advertising in the AdSlots in consultation with the partner in the event of a change in market conditions, which then also form part of this contract. The partner undertakes to inform YL as quickly as possible (sufficiently by email) about changes to the digital offers that have an impact on the design and/or the existence of the ad slots or forms of advertising. If existing AdSlots or forms of advertising are omitted without replacement due to the change in the digital offers, the partner will inform YL of this with a lead time of at least 2 weeks (sufficiently by email) so that YL can take this change into account accordingly when preparing the offer.
2. Definitions
2.1 SSP
A supply-side platform (SSP) is a software system that allows publishers to offer their available inventory to ad exchanges and demand-side platforms (DSP)s. In this context, supply side refers to the supply of advertising space, which is what the publisher is offering.
2.2 Advertiser
An advertiser is a media agency, network, or other party that purchases or attempts to purchase ad space through an SSP in order to serve ads on the relevant ad space.
2.3 Ad Inventory
Describes all digital advertising spaces, including but not limited to display banners on websites (standard formats and custom sizes), mobile ad formats for apps, AMP and mobile websites, as well as in-stream and out-stream video ad formats and other types of digital ad formats , which the publisher makes available via the Yieldlove adapter.
2.4 Adslot
Describes the page area available for the placement of digital advertising on a website registered by the publisher, as well as mobile applications.
2.5 Digital Offer
Digital Offers are all websites registered by the Publisher operated on the Internet to be marketed by Yieldlove including
- all sub-pages belonging to the aforementioned domains,
- mobile enabled internet pages (MEW) operated on the mobile internet,
- Accelerated Mobile Pages (AMP),
- smartphone and tablet applications (apps)
2.6 Ads.txt
«Ads» stands for «Authorized Digital Sellers», a script/programming code on the publisher’s digital offers. Yieldlove will make the current version of the file permanently available for integration. This script clearly discloses to all companies involved in the purchasing process which SSPs are actually authorized to programmatically offer the inventory of the respective digital offer to the purchasing site. This ensures that there is a relationship between advertiser, publisher and SSP and that unauthorized parties cannot sell the publisher’s advertising space and forms of advertising.
2.7 RTC Config
Real Time Config (RTC) allows publishers to add user-related information to ad requests from AMP pages in a generic way that can be used by all ad networks and all user-related providers. Common use cases for RTC are fetching data from first or third party or integrating third party demand, also known as header bidding. Yieldlove uses it to connect the publisher tags to our prebid server instance.
2.8 Programming codes (scripts and/or SDKs)
Programming codes are small pieces of software code written in a specific programming language that describe a specific task or functionality. Programming codes can often be used to easily add the described functionality (or feature) to a software project (e.g. a website).
2.9 Ad Fraud
Also Click Fraud or PPC Fraud is the categorical term encompassing all forms of online advertising fraud. The term describes the fraudulent pretense of an advertising service that has not been provided or has been provided incorrectly in order to obtain financial advantages. Bots are often used for this.
2.10 CMP
The Consent Management Platform is a technology that enables the signal forwarding of the TCF 2.0 consent string. By means of a user interface on the digital service of the respective publisher, the user can give his or her consent to the processing of personal data, such as the pseudonymous data in this case. Furthermore, the user can object to the data processing there, provided that the processing is based on legitimate interest. All processing companies are presented transparently to the user, and the purposes and legal bases of the processing are also presented to the user in a transparent manner. The TCF Policies contain comprehensive regulations in this regard, which serve to standardize the industry standard and provide transparency for the end user. The CMP is able to retrieve a current version of the GVL at any time from a technical interface (API) provided by the IAB. These interfaces enable the CMP to identify the companies participating in the TCF 2.0 Framework (TCF 2.0 Vendors) at any time, as well as to read out the legal bases stored for the respective TCF 2.0 Vendors and to process the information according to the TCF 2.0 Policies. The CMP acts as an intermediary between the Publisher, the Marketer, the End User and the TCF 2.0 Vendors.
The CMP creates a TCF 2.0 Consent String according to the selection made by the User in the CMP Frontend, which contains for each TCF 2.0 Vendor the respective consents to data processing or objections to data processing based on legitimate interest. In addition, the CMP makes the TCF 2.0 Consent String available on the Publisher’s digital service so that it can be read out by the online advertising system of the Publisher/Marketer, so that they forward the Consent String to the TCF 2.0 Vendors in real time, provided that the TCF 2.0 Vendors cannot read out the TCF 2.0 Consent String themselves from the CMP in real time.
3. Rights and obligations of Yieldlove
3.1
For the duration of this contract, YL is authorized to conclude contracts with advertising customers in its own name and for its own account for the placement of advertising on the partner’s digital offers («advertising contracts»). The advertising contracts include the placement of individual advertising or entire advertising campaigns, whereby the duration, type and scope of the respective advertising may vary. To clarify, this does not result in any data protection responsibility for joint data processing in accordance with Art. 26 GDPR.
3.2
YL is entitled to provide its online advertising technologies (hereinafter: «YL Online Advertising Technologies») via programming codes (scripts and/or SDKs) on partner’s digital offerings for integration by partner in order to enable YL to place advertising from direct marketing (IO processes) and/or programmatic marketing (Programmatic Advertising processes) in the AdSlots. In addition, YL is entitled to make use of further third parties or vicarious agents for the provision of services and in this context may include the programming codes of the technical systems of third parties, either via integration in its online advertising technologies or also directly on the Digital Offerings of partner through integration by partner.
Technical systems of these third parties and vicarious agents include:
- Systems for placing programmatic advertising (e.g., supply-side platforms (SSPs), demand-side platforms (DSPs), header bidding providers, advertising identity providers),
- Systems for the placement of directly booked advertising (e.g., ad servers, verification tools)
- as well as systems for the placement of contextual and/or profile-based advertising (e.g., data management platforms (DMPs), recommendation advertising platforms, or outstream technologies).
3.3
YL uses technologies to generally filter out certain categories of unwanted advertising from partner’s Digital Offerings. In addition, YL uses technologies that are suitable for identifying ad fraud and excluding it from delivery. YL cannot guarantee that, despite the filtering technologies used, no illegal advertisements will be served/that there will be isolated incidents of (ad) fraud.
3.4
YL further uses technologies to fulfill criteria of a blacklist of partner. YL guarantees that within one calendar year at least 99% of the delivered ad impressions, based on the total available ad impressions, do not contain content from companies/industries/products on the blacklist. For the blacklist, partner shall inform YL of all companies/industries/products from which partner does not wish any advertising material to be played on its digital offerings that are the subject matter of the contract.
3.5
YL is entitled to place user-related advertising on the contractual digital offerings of partner and may use third parties/performance agents for this purpose pursuant to section 3.2. The parties agree that user-related advertising may involve the processing of personal data (hereinafter: «pbd»).
Insofar as pbd are processed within the meaning of the GDPR, this shall generally only take place on the basis of the user’s consent or on the basis of legitimate interest.
The following data, among others, is collected by the online advertising technologies of YL integrated on the digital offerings, the technical systems of third parties or by the online advertising technologies of partners and used by the parties involved in this process as well as companies affiliated with YL pursuant to section 15 AktG:
- Cookie ID together with the content category of the page visited and the reference address of the page called up in each case
- Content data from user input (e.g. «age», «gender», «location») as well as
- Technically collected information on the respective end device of a user (e.g. operating system, browser, end device type)
- the IP address of the user
- Registration data and CRM data of partner’s digital offerings (after prior approval by partner).
The parties agree that the pbD can be used to refine advertising offers (e.g. by adding target group targeting) in order to optimize advertising campaigns. This includes both the online advertising technologies of YL and the technical systems of third parties as well as the online advertising technologies of the Partner.
In addition, technical data without personal reference (such as operating system or browser version) or how the advertising material played was reacted to (clicks) are temporarily stored.
3.6
YL has the obligation to interrupt the placement of an advertising medium within a reasonable period of time if there are indications that the content of the advertising medium and/or the target page is illegal and/or violates the rights of third parties. If partner’s attention is drawn to the illegal advertising by, for example, a user or a consumer protection association, partner must immediately notify YL of this infringement in writing (sufficiently by e-mail). Evidence in this sense is also always present if YL receives written notification (sufficiently by e-mail) from third parties that an advertising medium/target page is illegal.
3.7
YL markets the digital offerings at market and industry standard prices.
3.8
YL is entitled to transfer rights and obligations of this contract to companies affiliated with it according to § 15 AktG. These are in particular the following companies: Ströer SSP GmbH , Seeding Alliance GmbH, Ströer Digital Media GmbH.
4. Partner rights and obligations
4.1
Partner represents and warrants (i) that they are the owner of all rights necessary to perform this Agreement, (ii) that there are no third party rights in the digital offerings that could prevent the conclusion and performance of this Agreement.
4.2
Partner shall ensure that all AdTags pursuant to Clause 4.1.1 are implemented on the digital offerings as agreed. Partner shall continuously update the digital offerings during the term of this agreement and take all necessary measures to ensure marketing in accordance with this agreement.
4.3
Partner warrants that the digital offerings are technically structured in such a way that the jointly defined AdSlots and forms of advertising can be displayed. In this context, partner shall ensure that the provided programming codes (scripts and/or SDKs) of the online advertising technologies of YL and the technical systems of third parties pursuant to Clause 4.2 are implemented on the digital offerings of partner.
4.4
Partner or YL makes the settings in its Consent Management Platform (CMP) for data processing in accordance with the specifications of the Vendorenwhitelist. If one party requests changes with regard to the vendors during the term of the agreement, this party shall notify the other party of the change request in writing (sufficiently by e-mail). The other party may confirm or reject this change request. However, it may refuse the request only for justified reasons. If one of the parties does not respond to the other party’s change request within 14 calendar days, the change request shall be deemed accepted. The party expressing the change request shall specifically draw the attention of the other party to this consequence when expressing the change request. The changes shall become part of the contract.
4.5
The programming codes (scripts and/or SDKs) provided by YL may not be modified in any way, passed on to third parties or otherwise made available to third parties or used outside of the contractually defined websites intended for the respective Adtags and registered for sales purposes. It is prohibited to use the advertising programming codes (scripts and/or SDKs) provided by YL on illegal websites or websites with pornographic or similarly offensive, racist, extremist or xenophobic content or content that violates the rights of third parties or copyright, trademark or competition law. Any measures that serve to artificially generate traffic on partner’s websites (e.g. auto-reload or meta-refresh code), that generate clicks in an unnatural way (e.g. through misleading placement of advertising space so that the advertising is not recognizable as such to users) or that specifically prompt users to click on advertising banners are prohibited. A violation of the above rules may result in YL withholding the illegally generated revenue.
4.6
Partner must ensure that the user account is only used by him/herself and must in particular keep the password secret for this purpose. The owner of a user account is fully responsible for all activities carried out through his member account. If the publisher suspects unauthorized access, he will report this to Yieldlove immediately.
5. Technical requirements
5.1
For the performance of this agreement, partner shall use the online advertising technologies of YL and technical systems of third parties provided by YL as well as partner’s online advertising technologies and shall integrate these into the digital offerings via so-called AdTags in order to enable YL to place advertising from direct marketing (IO processes) and programmatic marketing (Programmatic Advertising Processes) in the AdSlots. In this respect, partner undertakes to implement the AdTags in a timely manner at its own expense and in accordance with YL’s specifications on the Digital Offerings referred to in Clause 1.1. YL shall provide the AdTags in writing (sufficiently by e-mail).
5.2
Partner is obliged to use a Consent Management Platform (hereinafter: «CMP») registered with «IAB Europe». The responsibility for the operation of the CMP lies with the service provider and thus with the partner.
5.3
Partner must notify YL in writing (sufficiently by e-mail) at least 2 weeks in advance of any changes to the content and technical aspects of the digital offerings that may require an adjustment to the integration of the online advertising technologies in order to continue the marketing in the same quality and quantity.
5.4
Partner undertakes to permanently store the files (programming codes) Ads.txt or App-Ads.txt provided by YL as part of the integration of the online advertising technologies of YL and the technical systems of third parties in the root domain of all digital offerings that are the subject of the contract (example: publisherwebsite.com/ads.txt or publisherwebsite.com/app-ads.txt) and to ensure that they are updated at regular intervals (at least once a week; recommendation: every 24 hours). Ads.txt stands for «Authorized Digital Sellers», a script/programming code on the partner’s digital offerings. For this purpose, YL will make the most current version of the file permanently available for integration. This script clearly discloses to all companies involved in the purchasing process which SSPs are actually authorized to programmatically offer the inventory of the respective Digital Offer to the purchasing side. This ensures that a relationship exists between buyer, seller and partner and that unauthorized parties cannot sell the partner’s AdSlots and ad formats.
6. Liability
6.1
YL shall not be liable to partner for the fulfillment of the contractual obligations of the respective advertising customer or for the content of the advertising marketed by YL and placed on the digital offerings.
6.2
Furthermore, YL shall not be liable for a specific utilization of partner’s AdSlot or the digital offerings, nor for damages due to force majeure or for technical disruptions that fall under the responsibility of other companies (e.g. transmission paths of telecommunications companies or disruptions at access providers).
6.3
Apart from that, the parties shall only be liable to each other for any damage incurred insofar as such damage is based on a breach of a material contractual obligation or on intentional or grossly negligent conduct by the respective party, its legal representatives or vicarious agents. If an essential contractual obligation is breached due to slight negligence, the mutual liability of the parties shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation shall be deemed to exist in the case of obligations the fulfillment of which makes the proper execution of the contract possible in the first place or on the compliance with which the respective other party has relied or was entitled to rely.
6.4
Any further liability for damages is excluded. Liability for culpable injury to life, limb or health in accordance with the statutory provisions shall remain unaffected. This also applies to other legally binding regulations.
7. Final clauses
7.1
Amendments to this contract must be made in writing to be effective. This also applies to the agreement of the written form itself. Verbal collateral agreements do not exist.
7.2
Should one or more provisions of this contract be or become invalid or void, the validity of the remaining provisions shall remain unaffected. The invalid or void provisions shall be replaced by those valid provisions which the contracting parties would have agreed upon at the time of the conclusion of the contract, had they known of the defect, in order to achieve the same economic success.
7.3
The exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Hamburg, Germany, to the extent permitted by law. German law shall apply exclusively.