Agreement Summary
This Master Service Agreement governs the relationship between publishers and YieldMaximizer for the provision of supply-side platform services, ad serving, and revenue optimization.
Services: SSP, Ad Serving, Analytics
Revenue Share: Competitive industry rates
Payment Terms: Net 30 days
This Publisher Master Service Agreement ("Agreement") is entered into between YieldMaximizer, Inc. ("YieldMaximizer," "we," "us," or "our") and the publisher entity ("Publisher," "you," or "your") accessing or using our supply-side platform services.
1. Definitions
- Ad Inventory:
- Available advertising space on Publisher's digital properties
- Demand Partners:
- Advertisers, agencies, and demand-side platforms purchasing ad inventory
- Platform:
- YieldMaximizer's supply-side platform technology and services
- Properties:
- Publisher's websites, mobile applications, and other digital media properties
- Revenue Share:
- The percentage of advertising revenue retained by Publisher after YieldMaximizer's service fee
2. Services Provided
Core Platform Services
YieldMaximizer will provide the following services:
- Supply-side platform (SSP) technology and infrastructure
- Real-time bidding (RTB) auction management
- Ad serving and delivery optimization
- Yield optimization and revenue maximization
- Header bidding integration and management
- Programmatic guaranteed and private marketplace deals
- Fraud detection and invalid traffic filtering
- Analytics, reporting, and performance dashboards
Additional Services
- Technical integration support and consultation
- Account management and optimization recommendations
- Custom reporting and data analysis
- Training and educational resources
3. Publisher Obligations
Technical Requirements
Publisher agrees to:
- Properly implement YieldMaximizer's ad tags and code
- Maintain technical compatibility with Platform requirements
- Provide accurate property and traffic information
- Notify YieldMaximizer of significant changes to Properties
- Cooperate with technical troubleshooting and optimization efforts
Compliance Requirements
- Comply with all applicable laws and regulations
- Maintain appropriate privacy policies and user consents
- Implement required consent management tools
- Adhere to industry standards and best practices
- Cooperate with audits and compliance reviews
4. Revenue and Payment
Revenue Sharing
Revenue Share Structure: Publisher retains a competitive percentage of net advertising revenue, with YieldMaximizer's service fee clearly disclosed in your account dashboard.
Specific revenue share percentages are provided in your individual Publisher Agreement or account terms.
Payment Terms
- Payment Schedule: Net 30 days from month-end
- Minimum Threshold: $100 minimum payment threshold
- Payment Methods: Wire transfer, ACH, or other agreed methods
- Currency: USD unless otherwise specified
- Tax Responsibility: Publisher responsible for applicable taxes
Revenue Adjustments
YieldMaximizer may adjust revenue for:
- Invalid traffic or fraudulent activity
- Advertiser disputes or chargebacks
- Technical errors or discrepancies
- Policy violations or non-compliance
5. Content Standards and Restrictions
Prohibited Content
Publisher Properties must not contain:
Illegal Content
- • Illegal activities or substances
- • Copyright infringement
- • Trademark violations
- • Fraudulent schemes
Harmful Content
- • Violence or hate speech
- • Harassment or bullying
- • Discriminatory content
- • Malware or viruses
Quality Standards
- Maintain high-quality, original content
- Ensure proper website functionality and user experience
- Implement appropriate content moderation
- Comply with advertising industry standards
6. Data and Privacy
Data Processing
Publisher acknowledges that YieldMaximizer will process user data in accordance with applicable privacy laws and our Privacy Policy.
Publisher Privacy Obligations
- Maintain compliant privacy policies
- Obtain necessary user consents for data processing
- Implement consent management platform (CMP) tools
- Respect user privacy choices and opt-outs
- Comply with GDPR, CCPA, and other applicable privacy laws
Data Security
Both parties agree to implement appropriate technical and organizational measures to protect personal data and maintain data security.
7. Intellectual Property
YieldMaximizer IP
YieldMaximizer retains all rights to its Platform, technology, algorithms, and related intellectual property. Publisher receives a limited license to use the Platform solely for the purposes outlined in this Agreement.
Publisher IP
Publisher retains ownership of its content and Properties. Publisher grants YieldMaximizer a limited license to access and analyze Publisher's Properties for the purpose of providing Services.
Feedback and Improvements
Any feedback, suggestions, or improvements provided by Publisher may be used by YieldMaximizer without restriction or compensation.
8. Representations and Warranties
Publisher Representations
Publisher represents and warrants that:
- It has the right and authority to enter into this Agreement
- Its Properties comply with all applicable laws and regulations
- It owns or has proper licenses for all content on its Properties
- It will not engage in fraudulent or deceptive practices
- All information provided to YieldMaximizer is accurate and complete
Mutual Warranties
Both parties warrant that they will:
- Perform their obligations in a professional manner
- Comply with all applicable laws and regulations
- Maintain appropriate insurance coverage
- Protect confidential information
9. Indemnification
Publisher Indemnification
Publisher agrees to indemnify and hold harmless YieldMaximizer from claims arising from:
- Publisher's breach of this Agreement
- Content on Publisher's Properties
- Publisher's violation of applicable laws
- Infringement of third-party intellectual property rights
- Publisher's negligent or wrongful acts
YieldMaximizer Indemnification
YieldMaximizer agrees to indemnify Publisher 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 insolvency or bankruptcy
- Immediately for violation of content standards
Effect of Termination
Upon termination:
- Publisher must remove all YieldMaximizer code and tags
- Final payment will be made according to standard payment terms
- Confidentiality obligations will survive
- Data will be handled according to applicable privacy laws
11. Limitation of Liability
LIABILITY LIMITATION
THIS SECTION LIMITS LIABILITY BETWEEN THE PARTIES. PLEASE READ CAREFULLY.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE.
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.
Modifications
This Agreement may only be modified in writing signed by both parties, except that YieldMaximizer may update policies and technical requirements with reasonable notice.
Assignment
Publisher may not assign this Agreement without YieldMaximizer's written consent. YieldMaximizer may assign this Agreement in connection with a merger, acquisition, or sale of assets.
Contact Information
For questions about this Agreement or to report issues: