Marketplace Partners
These Marketplace Partners Terms of Use (the "Agreement") are made by and agreed to between Outyield (hereinafter referred to as "Outyield"), and You (hereinafter referred to as "Ad Media").
Ad Media must accept the Agreement and also be accepted by Outyield, in order to use Outyield's services and platform, by selecting the accept mark on the Ad Media registration page.
Outyield manages and operates an online exchange ("Outyield Hub"), providing a joint platform for Ad Media and Advertisers to connect and trade.
The Agreement shall be valid from the date on which Ad Media accepts the Agreement upon registration with Outyield, until terminated by either party in accordance with the Agreement.
Outyield reserves the right to change, modify, add or remove portions of these Agreement at any time by posting the amended Agreement on our website outyield.io ("Site") or within Outyield's services. Unless Outyield states otherwise, changes are effective when posted. If Ad Media continues to use Outyield's services after the changes are posted, Ad Media agrees to the changes.
Account: Is the accepted access to the Outyield Hub in accordance with the Agreement. This includes your Ad Inventory and accurate relevant content provided.
Advertiser: A person, company or organization that distributes their products and services into the Outyield Hub to target the Ad Media's Ad Inventory.
Offer: An offer owned and operated by an Advertiser and/or Outyield on Outyield Hub which the Ad Media can promote.
Ad Media: You, either as a private person, company or organization whose business is to distribute the Advertisers' Offers (products and services) through your registered Ad Inventory in your Account.
Ad Inventory: This is the available advertising inventory the Ad Media have at their disposal to distribute the Advertisers' Offers (products and services). One Ad Media can have multiple Ad Inventories within one Account.
3.1. Outyield manages and operates the Outyield Hub. Ad Medias, Advertisers and Outyield itself are the participants. Advertisers offer their products and/or services into the Outyield Hub, and the Ad Media provides their Ad Inventory for promoting the Advertisers' Offers.
3.2. The Ad Media shall in each case conclude separate agreements with Outyield and the Advertiser for distributing the Advertisers' Offers, as a part of this contract.
3.3. The Advertiser will provide all relevant information and if stated, specific rules and regulations of distribution of Offers, and the Ad Media will accept these specific rules and regulations before the Ad Media can start promoting the Offer.
3.4. The Advertiser or Outyield is entitled to reject on behalf of the Advertiser the Ad Media's Ad Inventory in part or in full without stating reasons for this decision.
3.5. Ad Media will not have any claim against the Advertiser or Outyield in any case other than gross negligence or willful misconduct.
3.6. Outyield records and monitors all transactions through the Outyield Hub. This provides Advertisers and Ad Media with all tracking data and a list of conversions to their respective Accounts. Outyield can only apply successful identification of transactions for traffic usage of the Outyield platform, and is not responsible for third party tracking solutions.
3.7. The Ad Media recognizes and accepts that no technical tracking solution is ever able to track all tracking data and conversions because e.g. consumers may use ad blocking technology or similar.
3.8. The Ad Media shall enable their Ad Inventory for the Advertiser when approaching the Advertiser and the Advertisers' Offer(s). The Ad Media may not insert special reservations or conditions other than stated in the Ad Inventory of the Ad Media.
3.9. The agreement between the Advertiser and the Ad Media is done through the Outyield Hub; however Outyield can be entitled to be a part of individual agreements between the Advertiser and the Ad Media.
3.10. The Advertisers are obligated to provide terms and conditions for each Offer for the Ad Media to read and accept. The Advertisers are bound by its Offer for the stated period, volume and/or value of each Offer.
3.11. The Ad Media using the Outyield Hub can monitor and control their Ad Inventory statistics and activities, and will be visible through their Account.
3.12. Outyield is continuously developing and improving the Outyield Hub Platform. Outyield is free to change, modify, alter, and to insert new features on the Account and the Outyield Hub. Due to maintenance or improvements, some functions may be temporarily unavailable. The services are provided on an as-is basis and Outyield shall not have any obligation to cover any losses incurred by the Ad Media for any reason resulting from the use of the services. Outyield is also allowed to alter the services if the changes are legally demanded by law.
By registering with an Account with Outyield, Ad Media shall accept the Agreement entirely and the following conditions:
4.1. Ad Media shall be solely responsible for all registered data on Ad Media and that their Account is complete and correct at all times. The account data will always be available to view and change in the Account.
4.2. The Ad Media is obligated to submit their VAT identification number issued by their local tax authority, as a part of the registration acceptance process.
4.3. Ad Media is responsible for keeping their registration data confidential, and is obligated to contact Outyield if they suspect a third party has become aware of this data.
4.4. If the Ad Media is a natural person he/she must be at least 18 years of age.
5.1. Ad Media is fully responsible for its Ad Inventory and its contents and shall ensure that they conform at all times to all applicable laws, regulations and Offer restrictions.
5.2. Ad Media guarantees that the rights to all information and content on the Ad Inventory belong to the Ad Media or that the owner of the rights to the information and content on the Ad Inventory has given his explicit permission.
5.3. Ad Media also guarantees that the information and content on the Ad Inventory do not violate the rights of any third party, including intellectual property, copyrights, trademark rights, personal rights or similar rights.
5.4. Ad Media furthermore warrants that the Ad Inventory must not contain any prohibited or questionable content including without limitations pornography, racism and hate content, adware, spyware and file sharing.
5.5. When participating in an Offer, Ad Media is authorized and agrees to display the related Offer Ads and content on the Ad Inventory for the duration and according to the conditions set forth in the Offer conditions and policies.
5.6. If the Advertiser or Outyield request to remove an Offer Ad from the Ad Inventory, the Ad Media is obligated to remove this Ad within one working day.
5.7. Ad Media who are operating a network with sub-partners themselves hereby warrant to communicate the Agreement and all Offer policies to their sub-partners and to monitor and enforce their compliance. Ad Media will be held fully liable for the conduct of their sub-partners.
5.8. The Ad Media must respect the prohibition of unsolicited advertising ("Spam") when sending emails containing Offers. Therefore, the consent of each and every recipient is to be obtained prior to sending emails; should Outyield so request, Ad Media must provide written evidence that such consent has been granted.
5.9. The Ad Media must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("brand bidding"), unless the respective Advertiser has expressed its permission in writing.
5.10. The Ad Media must not generate Fraudulent Traffic, which is for example invalid impressions, clicks and conversions that can result from automatic opening, robots, searches in email or chat rooms, script generators, the placing of links on Ad Inventories other than those specified, and clicks that are not generated by a browser, clicks that are not preceded by an informed action of a user who wishes to access a specific website. If the Ad Media generates any Fraudulent Traffic, Outyield and the Advertiser have the right to withhold all Payments to the Ad Media and to claim damages from the Ad Media.
5.11. The Ad Media hereby undertakes to refrain from attacks of any kind on the Outyield Hub. Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the Outyield Hub or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the Outyield Network or individual participants in the Outyield Hub.
6.1. Outyield is to register and monitor the traffic generated by the Ad Medias in the Outyield Hub and provide relevant tracking data in the Account.
6.2. Outyield shall use commercially reasonable efforts to make the Outyield Hub available 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond Outyield's reasonable control.
6.3. Outyield shall not be responsible for temporary unavailability of services due to maintenance, technical errors, or causes beyond its control.
6.4. Outyield's total liability to Ad Media for any claim arising under or related to this Agreement shall not exceed the total fees paid or payable by the relevant Advertiser to Ad Media in the three (3) months preceding the event giving rise to the claim.
6.5. Outyield shall not be liable for any indirect, incidental, special, consequential or punitive damages, loss of profits, loss of data, or loss of business arising out of or related to this Agreement.
7.1. Outyield will pay the Ad Media commissions in accordance with the terms set forth in the individual Offer.
7.2. Payments are made based on the tracking data recorded by Outyield in the Outyield Hub. Outyield's tracking data shall be the sole basis for calculating payments.
7.3. Outyield will only make payments when the accumulated balance of the Ad Media exceeds the minimum payout threshold as stated in the Account.
7.4. Ad Media is responsible for providing correct and complete payment details in their Account. Outyield shall not be liable for failed payments resulting from incorrect payment details provided by Ad Media.
7.5. Outyield reserves the right to withhold payment if there is reasonable suspicion of fraudulent activity or breach of this Agreement, pending investigation.
7.6. Ad Media is solely responsible for all taxes applicable to their earnings from use of the Outyield Hub.
8.1. Outyield retains all rights, title and interest in and to the Outyield Hub, including all related intellectual property rights.
8.2. Ad Media is granted a limited, non-exclusive, non-transferable licence to access and use the Outyield Hub solely in accordance with this Agreement.
8.3. Ad Media shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Outyield Hub or any part thereof.
9.1. Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement and not to disclose such information to any third party without prior written consent.
9.2. The confidentiality obligations shall not apply to information that is or becomes publicly known through no breach of this Agreement, or is required to be disclosed by law or court order.
10.1. This Agreement remains in force until terminated by either party.
10.2. Either party may terminate this Agreement at any time with written notice. Outyield may terminate immediately if Ad Media breaches this Agreement.
10.3. Upon termination, Ad Media's access to the Outyield Hub will be revoked and any outstanding undisputed payments will be settled in accordance with the payment terms.
10.4. Provisions of this Agreement that by their nature should survive termination shall survive, including without limitation payment obligations, confidentiality, intellectual property, and limitation of liability.
11.1. This Agreement shall be governed by and construed in accordance with applicable law.
11.2. Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties.
11.3. If the dispute cannot be resolved through negotiation, it shall be submitted to the competent courts.
12.1. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.
12.2. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
12.3. Outyield's failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.
12.4. Ad Media may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Outyield.
If you have any questions about these Terms of Use, please contact us at legal@outyield.io