Demand Partner Master Service Agreement

This Demand Partner Master Service Agreement ("Agreement") is entered into between YieldMaximizer, Inc. ("YieldMaximizer," "we," "us," or "our") and the demand partner entity ("Demand Partner," "you," or "your") accessing our advertising platform services.

1. Definitions

2. Platform Services

Core Platform Access

YieldMaximizer provides Demand Partners with access to:

• Real-time bidding (RTB) auction participation
• Premium advertising inventory from vetted publishers
• Advanced targeting and audience segmentation tools
• Campaign management and optimization features
• Real-time reporting and analytics dashboards
• Fraud detection and brand safety measures
• Viewability measurement and verification
• Cross-device and cross-platform advertising capabilities

Premium Services

• Private marketplace (PMP) deal access
• Programmatic guaranteed inventory
• Custom audience creation and management
• Dedicated account management and support
• Custom reporting and data analysis
• API access for programmatic integration

3. Demand Partner Obligations

Technical Integration

Demand Partner agrees to:

• Implement proper RTB integration protocols
• Maintain technical compatibility with platform requirements
• Respond to bid requests within specified timeframes
• Provide accurate campaign and targeting information
• Implement proper tracking and measurement pixels

Compliance and Standards

• Comply with all applicable advertising laws and regulations
• Adhere to industry standards and best practices
• Respect user privacy choices and consent preferences
• Maintain appropriate data security measures
• Cooperate with audits and compliance reviews

4. Billing and Payment

Pricing Structure

Payment Terms

• Payment Schedule: Net 30 days from invoice date
• Billing Frequency: Monthly billing cycles
• Payment Methods: Wire transfer, ACH, or credit card
• Currency: USD unless otherwise specified
• Late Fees: 1.5% per month on overdue amounts

Billing Adjustments

YieldMaximizer may adjust billing for:

• Invalid traffic or fraudulent impressions
• Technical errors or measurement discrepancies
• Policy violations or non-compliant campaigns
• Viewability or brand safety issues

5. Advertising Standards and Restrictions

Prohibited Advertising Content

Demand Partner campaigns must not contain or promote:

Creative Standards

• Comply with IAB creative guidelines and specifications
• Ensure proper creative file formats and sizes
• Implement appropriate landing page experiences
• Maintain reasonable file sizes for optimal performance
• Include required disclosures and legal notices

Brand Safety Requirements

• Respect publisher content adjacency preferences
• Comply with brand safety and suitability standards
• Implement appropriate frequency capping
• Avoid disruptive or intrusive ad experiences

6. Data and Privacy

Data Usage and Processing

Demand Partner acknowledges that all data processing will comply with applicable privacy laws and YieldMaximizer's Privacy Policy.

Privacy Compliance Obligations

• Respect user consent preferences and opt-out choices
• Comply with GDPR, CCPA, and other applicable privacy laws
• Implement appropriate data security measures
• Honor user data deletion and access requests
• Maintain compliant privacy policies and notices

Data Sharing and Usage

Demand Partner agrees to:

• Use data only for authorized advertising purposes
• Not attempt to re-identify anonymous or pseudonymous data
• Implement appropriate data retention policies
• Protect confidential and proprietary information

7. Intellectual Property

YieldMaximizer IP

YieldMaximizer retains all rights to its Platform, technology, algorithms, and related intellectual property. Demand Partner receives a limited license to access the Platform solely for authorized advertising activities.

Demand Partner IP

Demand Partner retains ownership of its advertising creatives, campaigns, and proprietary data. Demand Partner grants YieldMaximizer a limited license to display and distribute advertising content through the Platform.

Third-Party IP

Demand Partner warrants that it has all necessary rights and licenses for any third-party content, trademarks, or intellectual property used in its campaigns.

8. Representations and Warranties

Demand Partner Representations

Demand Partner represents and warrants that:

• It has the right and authority to enter into this Agreement
• Its advertising campaigns comply with all applicable laws
• It owns or has proper licenses for all campaign content
• It will not engage in fraudulent or deceptive advertising practices
• All campaign information and targeting data is accurate
• It maintains appropriate insurance coverage

Platform Performance

While YieldMaximizer strives to provide high-quality services, we do not guarantee specific campaign performance outcomes, as results depend on various factors including creative quality, targeting, and market conditions.

9. Indemnification

Demand Partner Indemnification

Demand Partner agrees to indemnify and hold harmless YieldMaximizer from claims arising from:

• Demand Partner's breach of this Agreement
• Advertising content and campaign materials
• Violation of applicable advertising laws or regulations
• Infringement of third-party intellectual property rights
• Fraudulent or deceptive advertising practices
• Data privacy violations or unauthorized data use

YieldMaximizer Indemnification

YieldMaximizer agrees to indemnify Demand Partner from claims arising from:

• YieldMaximizer's breach of this Agreement
• Infringement of third-party IP rights by the Platform
• YieldMaximizer's negligent or wrongful acts

10. Termination

Termination Rights

Either party may terminate this Agreement:

• With 30 days' written notice for convenience
• Immediately for material breach (with 10 days' cure period)
• Immediately for non-payment of fees
• Immediately for violation of advertising standards
• Immediately for insolvency or bankruptcy

Effect of Termination

Upon termination:

• All active campaigns will be paused immediately
• Final billing will be processed according to standard terms
• Platform access will be revoked
• Confidentiality obligations will survive
• Data will be handled according to applicable privacy laws

11. Limitation of Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES.

EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. General Provisions

Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.

Dispute Resolution

Disputes will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

Confidentiality

Both parties agree to maintain the confidentiality of proprietary information, including pricing, performance data, and business strategies.

Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, or technical failures.

Contact Information

For questions about this Agreement or to report issues: