Section 1 Area of use

a) YIELDKIT GmbH (hereinafter referred to as “YIELDKIT”) is a provider of technology which enables operators of websites, ad networks or software (hereinafter referred to as “PUBLISHER”) to monetise existing content, product links, names of products, manufacturers/brands or shops (hereinafter referred to as “Keywords”) or product-related traffic. This is accomplished by connecting links to websites or products from ad networks or advertisers (hereinafter referred to collectively as “Advertisers”) using Keywords with the help of YIELDKIT tools, and thus to advertise. The Advertisers undertake to pay a commission for any transaction carried out or users’ clicks.

b) The legal relationship between the PUBLISHER and YIELDKIT, established via registration, is exclusively subject to the prevailing General Terms and Conditions of business in their current (i.e. German) version.

c) Any deviations to the PUBLISHER’s T&Cs and any amendment or supplement to these shall only be valid subject to their having been accepted by YIELDKIT in writing. This is also the case even if the PUBLISHER’S terms and conditions have not been expressly revoked.

d) In addition to these T&Cs, the respective terms and conditions of the business of the Advertisers with which YIELDKIT collaborates, shall apply unless the PUBLISHER has listed specific advertisers as “to be excluded” in their system settings. Details of the networks’ respective general terms and conditions are available from YIELDKIT upon request. By registering for the services provided by YIELDKIT, the PUBLISHER also expressly accepts the terms and conditions of business of the Advertisers as an integral part of the contract.

Section 2. Subject of contract 

a) The technology provided by YIELDKIT GmbH enables the PUBLISHER to carry out content-specific monetisation in the area of online marketing. YIELDKIT using its technology to convert product links, links to shops or manufacturers and Keywords into campaign links. It combines these with the Advertisers’ corresponding advertising campaigns. The data-driven real-time automation platform handles the delivery, data management and revenue optimisation, which makes it easier to integrate Advertisers on one or more of the PUBLISHER’s websites. When a user clicks on the link, the technology checks in real time whether there is an advertising program for the link. If a program exists, the technology converts this link without visibly changing it. After clicking on the link, the user is directed to a third-party website where a transaction can be carried out. When the user is forwarded to the third-party provider, the technology records the user’s data, which can be found under the User Data menu option in the YIELDKIT Data Privacy Policy. This is exclusively pseudonymised data that cannot be used to trace back to an actual person.
b) YIELDKIT provides the following technologies (hereinafter “Tools”) for the monetisation of websites:

      • “YieldLink” converts existing product links on websites into campaign links at the very moment that the user clicks on the link. After clicking on the link, the user is directed to a third-party website where a transaction can be carried out.
      • “YieldConnect” converts Keywords into product links without changing the name of the Keyword. After clicking on the link, the user is directed to a third-party website where a transaction can be carried out.
      • “YieldShare” allows the PUBLISHER to convert a product link or link to a website into a campaign link without the need for technical integration. If the user clicks on this link and a business transaction takes place as a result, a commission is paid.
      • “YIELDKIT API” provides the open APIs “Search API”, “Advertiser API” and “Incentives API”, with which the PUBLISHER is able to monetise content or traffic by means of an individual advertising integration. The advertising integration is enabled by YIELDKIT.

c) The PUBLISHER is given the right to use these tools for the term of the contract. Further rights are not transferred. YIELDKIT reserves the right to technically adapt, amend, exchange or replace the tools at any time with other technologies.

d) The use of the tools and functions which make up YIELDKIT is available to the PUBLISHER free of charge.

 

The conversion of product links, links to shops or manufacturers and Keywords in campaign links gives the PUBLISHER the opportunity to receive commission on completed transactions that have taken place between end customers and retailers, who advertise their products via an ad network or via their own campaign programme.

The analysis for transactions, clicks or commissions is carried out exclusively between YIELDKIT and the Advertisers. YIELDKIT will collect the finals commissions confirmed by the Advertisers and will pay them proportionally to the PUBLISHER as described in Section 8 Remuneration. YIELDKIT shall only retain a portion of the commission generated with the Advertisers.

Section 3 Parties to contract

a) YIELDKIT and the PUBLISHER are the contractual parties.

b) The PUBLISHER operates one or more websites with editorial content or user-generated content, or operates software which enables product-relevant content to be monetised.

c) YIELDKIT has a separate contractual relationship with Advertisers.

d) The PUBLISHER has a separate contractual relationship with its users, over which YIELDKIT has no influence.

e) The contract does not substantiate any kind of relationship pertaining to a commercial representative, middleman or commission agent; it also does not entitle any of the contracting parties to issue legally binding statements concerning both or the other party or to obligate or represent them in any way.

Section 4 Conclusion of contract

a) The PUBLISHER shall register its website at https://home.yieldkit.com/sign-up, thereby accepting the prevailing terms and conditions of business. By completing the registration, the PUBLISHER undertakes to provide all information required in full and truthfully as well as to keep the information up to date. With the submission of the registration form, the PUBLISHER agrees to conclude the contract for the use of YIELDKIT tools.

b) Insofar as YIELDKIT accepts the offer, YIELDKIT shall send confirmation by email to the email address provided, which is then confirmed by the PUBLISHER.

c) By confirming the registration, the PUBLISHER agrees to these terms and conditions of business, and the service provided by YIELDKIT is activated.

d) YIELDKIT reserves the right to decline the registration without the need to cite reasons for doing so. In this case, any details provided during the registration process shall be deleted by YIELDKIT without delay.

Section 5 Rights and obligations pertaining to YIELDKIT

a) YIELDKIT shall make the tools and system available for the PUBLISHER to be able to register, manage and configure its account.

b) YIELDKIT provides the PUBLISHER with an analysis tool with which it is able to check the performance of specific campaigns and Keywords as well as revenues generated.

c) YIELDKIT shall establish the connection in its system between the PUBLISHER’s websites and Advertisers’ campaigns.

d) YIELDKIT establishes the contractual relationship with the Advertisers and invoices them for income generated from turnover.

e) YIELDKIT may, at any stage, include further Advertisers. The PUBLISHER shall accept these insofar as they have not been listed in the PUBLISHER’s personal settings as “to be excluded”.

f) YIELDKIT settles the commissions earned with PUBLISHERS on a monthly basis.

Section 6 Rights and obligations pertaining to the PUBLISHER

a) The PUBLISHER integrates the JavaScript received after having logged into the YIELDKIT system into the HTML code for its website or incorporates it into its own software and configures the products in accordance with its own requirements.

b) The PUBLISHER is able to check commission claims on its dashboard from traffic that has been forwarded. Moreover, it is able to control participation in campaigns or collaboration with certain networks, or else decline them.

c) The PUBLISHER is entitled to use the services provided by YIELDKIT solely for the purpose and to the extent as described in Section 2.

d) The PUBLISHER logs into the system and configures it according to its own requirements. The PUBLISHER defines the intensity with which they work with the services provided, i.e. what kind of Keywords are converted into links, what word frequency links can be set as well as where and how often ad placements can be used.

e) If the user hovers with the mouse over the link set by “YieldConnect”, a text, icon or ad is displayed that is configured individually by the PUBLISHER. Text example: “YIELDKIT product recommendation”.

f) The PUBLISHER defines Advertisers and shops, the links for which are not to be converted.

g) The PUBLISHER defines whether pre-existing (either editorial or set by users) affiliate links are converted.

h) The PUBLISHER sets a password and undertakes to take appropriate measures to protect this password and access to the user account from unauthorised third parties. If there is reason to suspect that third parties have obtained knowledge of the password or access data for the user account, the PUBLISHER undertakes to inform YIELDKIT immediately by email at: [email protected].

i) The PUBLISHER gives assurance that it possesses the necessary rights to the website and/or for the monetisation of that website. Furthermore, the PUBLISHER is still obliged to ensure that its website is duly endorsed with a provider designation within the context of Section 5 of the German Telemedia Act (TMG). In addition, the PUBLISHER hereby undertakes not to publish any content that is unlawful, infringes the rights of third parties or offends common decency. Illicit content includes such content that breaches intellectual rights, industrial rights or any other rights of third parties, in particular copyrights, trademark rights as well as personal rights of third parties. The PUBLISHER undertakes, in particular, not to publish any content of a criminal nature, pornographic or racist material, as well as subject matter that glorifies violence and/or is liable to have a harmful influence on the development of young people.

j) In the event of any breach of obligations stated in Section 6 h) and i), the PUBLISHER hereby releases YIELDKIT from any claims, including claims for compensation, made by third parties (such as, e.g. Advertisers) against YIELDKIT. The PUBLISHER shall accept all reasonable costs incurred by YIELDKIT as a result of the above, including reasonable costs incurred for legal defence. All further rights and compensation claims asserted by YIELDKIT shall remain unaffected. The PUBLISHER retains the right to prove that YIELDKIT actually incurred lower costs. Where the PUBLISHER is not responsible for the breach of law, the aforementioned duties of the PUBLISHER shall not apply.

k) The PUBLISHER shall not make the services or software provided by YIELDKIT available to third parties. Moreover, the PUBLISHER shall not

i. change, translate, decompile or create products derived from YIELDKIT’s services or software, nor
ii. transfer, lend, rent out or make available YIELDKIT’s documentation to third parties.

Section 7 Term of contract, notice of termination

a) The contract between YIELDKIT and the PUBLISHER shall come into force when the PUBLISHER creates an account and on the date when the account is activated by YIELDKIT in accordance with Section 4.

b) The contract may be terminated by either Party, subject to a notice period of 30 days to the end of a calendar month.

c) When notice of termination has been served, any confirmed remuneration shall be processed as residual balance until the actual contract expiry date. If the remaining balance is less than 30.00 euros, an administrative charge of 5.00 euros shall be levied.

d) If there have been no confirmed sums credited to the PUBLISHER’s account within a period of two (2) years following registration, YIELDKIT reserves the right to close the account and to annul the registration, thereby ending the contractual relationship. A registration renewal by the PUBLISHER is possible.

Section 8 Remuneration

a) As soon as a transaction is effected via a product link or ad display that has been converted, placed or displayed by way of one of the services described in Section 2, YIELDKIT is eligible to claim commission from the Advertisers (hereinafter “Claim for commission”). As regards CPC or CPM campaigns, a variable amount is paid out, which depends on various factors such as number of valid clicks, number of valid ad impressions or the CPC or CPM amount negotiated with the Advertiser. YIELDKIT bills the Advertisers for the commission amount due.

b) The number of transactions generated as well as the commission amount can be viewed at any stage using the analysis tool in the “dashboard” (https://home.yieldkit.com).

c) YIELDKIT passes on a share of the commission earned from the Advertisers (hereinafter “Revenue Share”) to the PUBLISHER. The following conditions as well as the provisions under Section 9 of the T&Cs govern how Revenue Share is generated and calculated.

d) The subject of the Revenue Share is basically only an actually confirmed commission claim; a claim that has been registered does not necessarily mean that the credit amount is due. The Revenue Share is only credited after payment has actually been received by YIELDKIT.

e) The Revenue Share is calculated on the basis of the “Net Revenue”, which, in turn, is the commission amount paid by the Advertiser less the following expenses incurred by YIELDKIT:

i. all taxes that YIELDKIT has to pay or deduct in connection with the rendering of the services, all charges pertaining to the processing of credit card payments, bad debts and chargebacks, commission or discounts that are granted or paid to advertising agencies, costs in conjunction with creative services, reimbursements to advertisers and business partners, miscellaneous payments to third parties, provided that YIELDKIT makes these in order to claim the commission; and
ii. costs incurred from selling (including web-serving costs), costs in connection with acquiring YIELDKIT business partners, advertising costs as well as costs associated with implementing and maintaining software and services, insofar as YIELDKIT renders these in each case in order to achieve its commission claim.

f) The PUBLISHER receives Net Revenue less a percentage amount retained by YIELDKIT, which is shown in the “PUBLISHER commission list” that is currently valid. The PUBLISHER commission list is an integral part of the contract and is saved under “PUBLISHER commission list”. The percentage amount in question is based on the type of campaign as well as the tools and services provided by YIELDKIT.

g) The PUBLISHER is able to recruit further publishers. If an advertisement is successful, the former receives 10% of the turnover for one year, which YIELDKIT retains in the Revenue Share from the acquired publisher. The recently acquired publisher must be generated by means of the personal partner link which the PUBLISHER will find in its account.

h) The PUBLISHER agrees to the procedure of receiving credits rather than the billing of amounts. YIELDKIT will issue monthly billing statements if the turnover amount equals or exceeds 30 euros. If the amount is less than 30 euros, it will be accumulated and a statement issued once the threshold value has been reached. Credited amounts will be sent by email to the address given by the PUBLISHER and transferred to the bank account or PayPal account stored under the PUBLISHER’s details. The amounts will only be credited and transferred once the commission claim has actually been paid. Where costs have been involved in transferring the amount, e.g. SWIFT, the charges will be shared.

i) Individual remuneration claims expire after a period of three (3) years has elapsed, calculated from the end of the year in which the PUBLISHER’s account was credited with the amount.

Section 9 Recording and determining remuneration sums

a) When a user clicks on a link created or converted by the PUBLISHER using YIELDKIT, various types of recording technologies (“tracking”) are used as part of the campaign programmes. In using these technologies, the different YIELDKIT partners monitor possible transactions arising from the visit of a third party to websites (e.g. online shops and other providers of goods and services on the Internet) as a result of the linked recommendation.

b) If, as a result of such a link, a business transaction is subsequently concluded between the user and the provider of the advertised website, which has stemmed from a recommendation by the solicited website, YIELDKIT will receive an income-related remuneration (commission claim) from the Advertisers. YIELDKIT tracks through which PUBLISHER the transactions have come about and credits the PUBLISHER, where applicable, in accordance with the conditions described in more detail in Section 8 of these T&Cs.

c) The PUBLISHER’s claim to Revenue Shares arises only if the following cumulative prerequisites have been met:

i. A business transaction has been concluded by a third party with the respective recommended website. This came about by means of the link set on the PUBLISHER’s website or converted by YIELDKIT,
ii. The link was successfully linked to a campaign programme from one of YIELDKIT’s partners,
iii. The transaction has been tracked by the affiliated campaign programmes and has been approved by them or their respective partners, and
iv. The completed transaction is not the result of brand bidding, i.e. bidding by the PUBLISHER on registered brand names in search engines with a view to monetising the resulting traffic using services provided by YIELDKIT,
v. The completed transaction did not result from cookie stuffing or cookie dropping, i.e. by the PUBLISHER placing a third-party cookie without the user’s knowledge whilst visiting a website or using software with the intention of monetising this cookie using the services provided by YIELDKIT,
vi. The third party has not withdrawn from the purchase or the transaction by returning or cancelling the goods or services,
vii. Abuse has not occurred, in particular but not exclusively to the feigning of business transactions that did not actually take place, e.g. by the unauthorised provision of third party details or giving false or non-existent data when ordering goods and/or services or during the online registrations.

Section 10 Data privacy, use of data

a) YIELDKIT expressly undertakes to comply with the statutory provisions governing the safeguarding of personal data.

b) When using the services provided by YIELDKIT, only that data shall be recorded and processed that is deemed necessary in order to register, operate, use or further develop YIELDKIT products.

c) For further information on data privacy, please read the separate data privacy policy pertaining to “YIELDKIT”; this can be obtained at Data Privacy Policy.

d) When using the services offered by YIELDKIT, the PUBLISHER undertakes to comply with all provisions governing the Data Privacy Policy, to provide an adequate data privacy policy on their respective website and, above all, not to process any personal data without having a sufficient legal basis.

e) All user data obtained by the PUBLISHER while using the services offered by YIELDKIT belong exclusively to the PUBLISHER during the term of this contract.

f) YIELDKIT shall save the PUBLISHER’s user data during the term of this agreement and shall make it available to the PUBLISHER. The PUBLISHER hereby grants YIELDKIT a non-exclusive, worldwide, royalty-free licence to use, compile, store, process, reproduce and make its user data exclusively for the purpose of the PUBLISHER.

g) In the event that the PUBLISHER’s data is lost or damaged, YIELDKIT will undertake to provide remedial action insofar as these measures are limited to the restoration of this data from the current back-up and can be carried out within a reasonable commercial framework. YIELDKIT is not liable for the loss, destruction, alteration or disclosure of user data by third parties, unless these third parties are in a contractual relationship with YIELDKIT in connection with master data maintenance or data back-up.

Section 11 Liability

a) YIELDKIT does not accept liability for the content of external websites, nor for any damage caused by the PUBLISHER’s software or hardware being faulty or incompatible, or for damage caused by faulty Internet connections or Internet performance.

b) Moreover, liability is only assumed – regardless of legal grounds –

i. in the event of wilful intent or gross negligence by a legal representative or senior member of staff or other vicarious agent,
ii. basically with any culpable breach of a material contractual obligation (whereby the term ‘material contractual obligation’ refers to the obligation, the fulfilment of which is essential for the proper performance of the contract and the observance of which the other party may regularly rely upon), in the case of delay or impossibility.

c) The degree of liability for pecuniary and property damage in accordance with Section 11.b.ii is limited to amount of damage that is typically foreseeable.

d) The aforementioned limitations of liability do not apply in cases of mandatory legal liability, especially under the Product Liability Act, when a guarantee has been given and in the event of culpable injury to life and limb, or health.

Section 12 Subject to change

a) In accordance with the following provisions, YIELDKIT reserves the right to amend the T&Cs and services, with the exception of major contractual obligations, provided that such changes are reasonable when taking the interests of YIELDKIT and the PUBLISHER into consideration, especially taking into account changes in circumstances over which YIELDKIT had no influence, or to close a loophole in the contract, or if such changes are not overly associated with any disadvantages for the PUBLISHER, e.g. concerning changes to contact information, acceptance of additional services or the like.

b) Furthermore, YIELDKIT shall inform the PUBLISHER of any changes to these T&Cs prior to them taking effect in one of the following ways: either the amended terms of use will be made available to the PUBLISHER prior to activating the new functions or services within the YIELDKIT products and their consent is obtained, or YIELDKIT will inform the PUBLISHER with reasonable advanced notice, but no less than one (1) month prior to the intended changes coming into force, via an e-mail sent to the e-mail address specified at registration.

c) Consent to changes is deemed to have been given if the PUBLISHER has not objected to the changes in writing within one (1) month after having received the notification. Receipt of the objection by YIELDKIT shall be decisive for compliance with the time limit.

d) In the event of an objection, YIELDKIT is entitled to serve notice for exceptional reasons.

e) YIELDKIT will inform the PUBLISHER of the possibility of objection, its form and deadline, the legal consequences of an objection that is not compliant with the form and deadline as well as include the option for YIELDKIT to invoke termination of contract for exceptional reasons in the notification of the intended change(s) to these T&Cs.

f) The aforementioned provisions b. to e. shall apply accordingly to a change to the PUBLISHER commission list.

Section 13 Final provisions

a) The prevailing law is the law of the Federal Republic of Germany, excluding UN Convention on Contracts for the International Sale of Goods (CISG).

b) Where legally admissible, the exclusive place of jurisdiction is agreed to be Hamburg, Germany.

c) Where YIELDKIT’s contractual partner has permanent residence or their main registered office outside of the European Union, all aforementioned disputes shall be finally settled under the Rules of Arbitration of the Hamburg Chamber of Commerce, to the exclusion of the ordinary courts of law.

d) Should certain provisions of these General Terms and Conditions not be legally effective, lose their legal effectiveness due to a later circumstance, or should a loophole emerge in the General Terms and Conditions, this shall not affect the legal validity of the remaining provisions.

e) The contract parties hereby agree to replace the ineffective provision with an effective one that comes closest to the economic purpose of the invalid provision.

Section 14 Other components of the contract

The following appendices form a major part of this contract:

– Appendix A: Publisher commission list, available from https://www.yieldkit.com/commissions/
– Appendix B: YIELDKIT data privacy policy, available from https://www.yieldkit.com/privacy/

Last updated: October 2020

YIELDKIT GmbH
Jarrestraße 44b
D-22303 Hamburg