Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and YieldMaximizer, Inc., a corporation with principal offices at 517 California Street, Suite 4800, San Francisco, California 94104 ("YieldMaximizer," "we," "us," or "our"), and, where the context requires, our Affiliates. These Terms govern your access to and use of our website, advertising platform, and related services (collectively, the "Services").

By accessing or using the Services, whether as a visitor, registered user, publisher, advertiser, agency, demand partner, or data provider, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and Cookie Policy, each of which is incorporated into these Terms by reference.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to bind that entity and its Affiliates to these Terms. If you do not have such authority, or if you do not agree to be bound, you must not access or use the Services.

2. Definitions

The following terms have the meanings set out below whenever they are used in these Terms:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests of the entity.
• "Client" means any publisher, advertiser, agency, demand partner, data provider, or other party that accesses or uses the Services under these Terms or under an applicable Schedule or Order.
• "Confidential Information" means all non-public information disclosed by or on behalf of one party to the other, whether marked as confidential or which a reasonable person would understand to be confidential, including pricing and revenue terms, product roadmaps, End User Data, Inventory Data, security information, and the existence and contents of agreements between the parties.
• "Digital Property" means any website, mobile application, connected television application, or other online property owned or operated by a Client through which advertising inventory is made available.
• "End User" means any visitor to, or user of, a Digital Property whose browser, device, application, or other identifier is associated with inventory transacted through the Platform.
• "End User Data" means data collected from or about an End User in connection with the Services, including identifiers, contextual signals, and interaction data such as impressions, views, and clicks.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, database rights, design rights, and all other intellectual property rights of any kind throughout the world.
• "Inventory Data" means data reflecting the availability, characteristics, pricing, delivery, or performance of advertising inventory transacted through the Platform.
• "Platform" means YieldMaximizer's proprietary advertising technology platform, including its software, interfaces, systems, and APIs, through which the Services are provided.
• "Service Data" means data generated through the operation of the Services, including bidding, auction, delivery, and performance data, and data derived from End User Data or Inventory Data in aggregated or de-identified form.

3. Description of Services

YieldMaximizer operates an advertising technology platform through which publishers offer advertising inventory for sale and advertisers, agencies, and demand partners purchase that inventory through automated auctions and direct deals. The Services include:

• Supply-side platform (SSP) and ad network services that connect publisher inventory with demand sources
• Header bidding, open auction, and private marketplace transaction technologies
• Campaign management, pacing, and optimization tools for advertisers and agencies
• Reporting and analytics covering revenue, fill rate, viewability, and audience metrics
• Fraud detection, invalid traffic filtering, and brand safety verification tools

Publishers and their representatives use the Services to sell access to advertising inventory on their Digital Properties. Advertisers, agencies, and demand partners use the Services to bid on and purchase that inventory. YieldMaximizer acts as an intermediary and technology provider in these transactions and is not a party to the underlying advertising relationships except as expressly stated in a Schedule.

We may add, modify, or discontinue features of the Services from time to time. We retain all right, title, and interest in and to the Services, and nothing in these Terms transfers any ownership right in the Services to you or any other party.

4. Eligibility and Account Registration

You may access or use the Services only if you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. The Services are offered only to persons and entities eligible to contract with us under applicable law, and are not available in jurisdictions where their provision would be unlawful.

As part of registration, and on an ongoing basis, you agree to provide accurate, current, and complete information about yourself and, where applicable, the entity you represent, and to keep that information up to date.

You are responsible for safeguarding your account credentials, API keys, and other access mechanisms, and for all activity that occurs under your account, whether or not authorized by you. You must notify us promptly at legal@yieldmaximizer.com if you suspect any unauthorized use of your account.

You may not share account credentials or seat access with unauthorized persons, and you may not create duplicate accounts or sub-accounts designed to circumvent usage limits, contractual terms, or enforcement actions taken under these Terms.

We reserve the right, exercised reasonably, to refuse or cancel any registration, close accounts, or decline to provide the Services to any person or entity in our discretion, including where required to comply with law or to protect the Platform, our clients, or third parties.

5. Use of Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license during the Term to access and use the Services for your internal business purposes. All rights not expressly granted to you under these Terms are reserved by YieldMaximizer and its licensors.

In using the Services, you agree that you will not, and will not permit any third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or internal architecture of the Platform or any part of the Services, except to the extent such restriction is prohibited by applicable law;
2. use the Services for benchmarking or competitive intelligence purposes, including running systematic performance comparisons of the Services against other providers or disclosing the results of any such comparison to any third party;
3. sublicense, resell, rent, lease, distribute, or otherwise provide access to the Services to any third party, except to your authorized users acting on your behalf within the scope of these Terms and any applicable Schedule;
4. interfere with, overload, probe, or test the vulnerability of the Services or any infrastructure used to deliver them, or use the Services in any manner that could harm, disable, or impair the Services, our clients, or any third party;
5. scrape, crawl, or use automated means such as bots or spiders to extract data, content, or reporting from the Services, except through APIs we document and authorize in writing.

We may impose reasonable rate limits, usage quotas, and other technical measures to protect the stability and security of the Platform, and we may enforce them without prior notice.

6. Acceptable Use Policy

Compliance with Laws

You will comply with all applicable laws in connection with your use of the Services, including privacy and data protection laws such as the GDPR, the CCPA and CPRA, and ePrivacy rules on cookies and electronic communications; child protection laws such as COPPA; advertising and marketing laws, including the FTC Act and the CAN-SPAM Act; and applicable industry advertising standards, including the self-regulatory codes administered by the Network Advertising Initiative (NAI) and the Digital Advertising Alliance (DAA).

Prohibited Content and Inventory

You will not use the Services to distribute, sell, or promote the following categories of content or inventory:

• Inventory that distributes or facilitates the distribution of malware, spyware, adware, or other harmful code
• Content, creatives, or inventory that infringes or misappropriates the intellectual property, privacy, or publicity rights of any third party
• Invalid traffic of any kind, including automated and bot traffic, incentivized clicks or impressions, hidden, stacked, or auto-refreshing ad units, and artificially generated interactions
• Deceptive creatives, misleading claims, fake user interface elements, or advertising for unlawful products, services, or activities
• Content or inventory in categories that we restrict under our published policies or that applicable law prohibits

Prohibited Data Categories

You will not transmit to, or make available through, the Services any data that consists of or is derived from:

• Direct identifiers, such as names, postal or email addresses, telephone numbers, government-issued identifiers, or financial account or payment card numbers
• Data collected without a valid legal basis, required notice, or consent, or in violation of any applicable privacy law
• Data relating to an identified or identifiable individual under eighteen (18) years of age
• Precise geolocation data
• Special-category data, including health, genetic, or biometric information; racial or ethnic origin; religious or philosophical beliefs; trade union membership; sex life or sexual orientation; or criminal history

Enforcement

If we reasonably believe that content, inventory, or data violates this Section 6 or any applicable law, we may remove it, block or reject associated inventory, withhold associated payments, or suspend or terminate access to the Services, in each case without prior notice.

7. Data Use and Privacy

Our collection and use of personal data in connection with the Services is described in our Privacy Policy and, for data processed in the course of operating the Platform, our Platform Privacy Notice. This Section sets out additional contractual commitments regarding End User Data, Inventory Data, and Service Data.

• Security. We encrypt End User Data and Inventory Data in transit over public networks and at rest where stored in our systems, and we limit access to personnel, Affiliates, and subprocessors who need access in order to operate, secure, and support the Services.
• Limited purposes. We process End User Data and Inventory Data only to operate, deliver, bill for, and support the Services; to detect and prevent fraud, invalid traffic, and security incidents; to comply with law; and for other purposes for which we have a valid legal basis or consent.
• Flow-down restrictions. We require our personnel, Affiliates, and subprocessors to protect such data under obligations at least as protective as those in these Terms, and we permit processing only on our documented instructions where we act as a processor on your behalf.
• Service Data. We may use Service Data to develop, improve, test, benchmark, debug, and secure the Services and for other lawful business purposes. We will not disclose Service Data in a form that identifies you or your End Users, and we will not disclose to third parties the performance of YieldMaximizer on your behalf, except in aggregated or de-identified form or with your written consent.

8. Compensation and Payment

Fees, revenue shares, payment terms, and reporting obligations are governed by the applicable Schedule, Order, or insertion order. If a Schedule is silent on a payment matter, the default mechanics in this Section apply.

Publisher Payments

• We pay publisher revenue share from advertising monies actually received and retained by YieldMaximizer for the Client's account, net of amounts charged back, reversed, or credited.
• Our standard payout schedule is NET-30: amounts due for a calendar month are paid within thirty (30) days after the end of that month.
• All payments are made in U.S. dollars unless a Schedule specifies another currency, and payment by us of the applicable amount discharges the corresponding obligation.
• If the accrued amount due to you is less than one hundred U.S. dollars (USD 100), we may hold payment until accrued amounts reach that threshold or until these Terms terminate, at which point we will pay the remaining balance however small.

Taxes, Offsets, and Recoveries

• Amounts payable under these Terms are exclusive of taxes. Each party is responsible for its own income taxes, and you are responsible for any sales, use, value added, or similar taxes imposed on your activities, except taxes measured by our net income.
• We may offset or net amounts you owe us against amounts we owe you under these Terms or any applicable Schedule.
• Amounts subsequently reversed due to invalid traffic, fraud, advertiser non-payment, make-goods, or credits may be deducted from future payments or invoiced to you.
• You must raise any dispute regarding an invoice or payout statement within ninety (90) days after its date; after that period the statement is accepted as final. You remain obligated to pay any undisputed amounts while a dispute is being resolved.

9. Intellectual Property Rights

Our Property

The Platform and the Services, including all software, code, algorithms, models, systems, documentation, interfaces, designs, logos, trademarks, and trade names, are and remain the exclusive property of YieldMaximizer and its licensors, and are protected by Intellectual Property Rights and other laws. No ownership or other rights in or to the Platform are transferred to you under these Terms.

Your Content and Data

As between the parties, you retain ownership of your content, creatives, trademarks, Digital Properties, End User Data, and Inventory Data. To the extent needed to provide the Services, you grant YieldMaximizer a non-exclusive, worldwide, royalty-free license to host, cache, store, transmit, reproduce, adapt, and otherwise use such materials solely to operate and improve the Services and to exercise the rights and fulfill the obligations in these Terms.

Trademarks

Each party may use the other party's trademarks, service marks, names, and logos only in the form provided by the owner, only as expressly authorized in writing by the owner, and only for the limited purposes the owner approves. The owner may revoke any such consent at any time, and all goodwill arising from any permitted use inures to the owner.

Public Statements

Neither party will issue a press release, publish a case study, or make any other public statement that refers to the other party or to the parties' relationship without the other party's prior written approval, except that either party may identify the other as a client or business partner in a general client list or similar disclosure on its website or in marketing materials, subject to any brand guidelines the owner provides and to any written restriction or opt-out.

10. Confidentiality

Each party (as a receiver) agrees to hold the other party's Confidential Information in confidence, to protect it using reasonable care and no less than the degree of care it uses for its own confidential information, and to use it only to exercise its rights and perform its obligations under these Terms.

Confidential Information does not include information that:

• is or becomes publicly available through no act or omission of the receiver;
• was lawfully known to the receiver, free of any obligation of confidence, before disclosure by the discloser;
• is lawfully received from a third party without restriction and without breach of any obligation to the discloser; or
• is independently developed by the receiver without use of or reference to the discloser's Confidential Information.

If the receiver is required by law, regulation, or a valid order of a court or other authority to disclose Confidential Information, it will, to the extent lawful, give the discloser prompt written notice so the discloser can seek a protective order or other remedy, and it will disclose only the portion of the Confidential Information legally required to be disclosed.

Upon termination of these Terms or the discloser's written request, the receiver will promptly return or destroy the discloser's Confidential Information, except that the receiver may retain one archival copy for legal, audit, and record-keeping purposes and any copies contained in routine backups, in each case subject to the confidentiality obligations of this Section for as long as the copies are retained.

11. Compliance Obligations

Each party will comply with all applicable laws and regulations in connection with these Terms and the Services, including as relevant:

• the EU and UK General Data Protection Regulation (GDPR) and the ePrivacy Directive and its implementing national laws, including rules on cookies and electronic marketing;
• the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA) and other applicable U.S. state privacy laws;
• the Children's Online Privacy Protection Act (COPPA) and equivalent child protection laws;
• the FTC Act, including the FTC's guides concerning endorsements, testimonials, and deceptive advertising;
• the CAN-SPAM Act and equivalent email and electronic messaging laws;
• self-regulatory programs and codes, including IAB Tech Lab standards such as the Transparency and Consent Framework, ads.txt, app-ads.txt, and sellers.json, the NAI Code of Conduct, and the DAA Self-Regulatory Principles;
• export control and economic sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC); and
• anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.

Consent Mechanisms

Where the Services involve processing personal data for advertising purposes, the party that operates the relevant Digital Property or campaign is responsible for providing the required notices, obtaining valid consent or asserting another lawful basis, and transmitting corresponding signals (including IAB TCF consent strings and Global Privacy Control signals) to the Platform. Where consent is required under the TCF, that party must use a consent management platform registered with the IAB Tech Lab.

Sanctions

Each party represents and warrants that neither it, nor any person or entity controlling it, is identified on any applicable restricted-party, denied-person, or sanctions list, and that it will not use the Services in, for the benefit of, or on behalf of any country, region, person, or entity subject to applicable trade sanctions or export restrictions.

12. Representations and Warranties

Mutual Representations

Each party represents and warrants that:

• it has the full power and authority to enter into these Terms, and that these Terms constitute a valid and binding agreement enforceable against it in accordance with their terms;
• its entry into and performance under these Terms does not conflict with any other agreement, obligation, order, or judgment binding on it, or with applicable law;
• it holds, or will hold, all rights needed to perform its obligations, and its performance will not violate, infringe, or misappropriate any right of any third party; and
• it will comply with all laws applicable to its performance under these Terms, including the compliance obligations in Section 11.

Additional Client Representations

Each Client further represents and warrants that:

• all information it supplies to us in connection with the Services, including registration, billing, inventory, and reporting data, is and will be accurate and complete;
• its content, creatives, data, and Digital Properties do not and will not infringe, misappropriate, or otherwise violate any third-party right; and
• where it offers inventory through the Platform, it owns or controls all rights to the inventory it offers for sale, including the right to authorize YieldMaximizer, its demand partners, and their agents to deliver advertising onto its Digital Properties, and it has obtained all necessary consents for the associated data.

13. Indemnification

Each party (as an indemnifying party) will defend, indemnify, and hold harmless the other party and its Affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, suit, investigation, or demand, and all resulting liabilities, damages, losses, fines, penalties, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• the indemnifying party's breach of these Terms or of any policy incorporated into them;
• the indemnifying party's use of the Services in violation of these Terms, our Privacy Policy, or applicable law;
• the indemnifying party's violation of third-party rights, including intellectual property, privacy, and publicity rights;
• for a Client, claims arising from the Client's content, creatives, data, or Digital Properties, claims that advertising placed at the Client's direction was unauthorized, unlawful, or improper, and disputes between the Client and its advertisers, publishers, or End Users; and
• any dispute between a Client and a third party regarding inventory, payments, or data exchanged through the Services to the extent the dispute arises from the Client's acts or omissions.

Procedure

The indemnified party will give the indemnifying party prompt written notice of any claim for which it seeks indemnity (provided that any delay relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay), will reasonably cooperate in the defense, and may participate in the defense with its own counsel at its own expense. The indemnifying party will control the defense and settlement of the claim with counsel of its reasonable choice, but will not settle any claim in a manner that imposes liability, obligations, or admissions on the indemnified party without the indemnified party's prior written consent.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS SET FORTH BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, UNLESS THE APPLICABLE SCHEDULE SPECIFIES A DIFFERENT AMOUNT.

Nothing in this Section limits or excludes either party's liability for its willful breach of these Terms, for fraud, for its indemnification obligations under Section 13, or for any other liability that cannot be limited or excluded under applicable law.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE SCHEDULE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ANALYTICS, FRAUD DETECTION, INVALID TRAFFIC FILTERING, OR BRAND SAFETY TOOLS WILL DETECT OR PREVENT EVERY ISSUE OR IMPROPER PLACEMENT. NO ADVICE OR INFORMATION OBTAINED FROM US, WHETHER ORALLY OR IN WRITING, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Term and Termination

These Terms take effect when you first access or use the Services and remain in effect until terminated in accordance with this Section (the "Term").

Termination for Convenience

Either party may terminate these Terms for any or no reason upon thirty (30) days' prior written notice to the other party, unless an applicable Schedule provides a different notice period.

Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

• the other party materially breaches these Terms and fails to cure the breach within ten (10) days after receiving written notice of it (or immediately, by notice alone, for breaches that cannot be cured);
• the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days; or
• the other party ceases, or announces an intention to cease, conducting business in the ordinary course.

Effect of Termination

Upon termination, each party will return or destroy the other party's Confidential Information in accordance with Section 10, and all payment obligations accrued before the effective date of termination remain payable in accordance with Section 8. Sections 2, 7, 9, 10, 13, 14, 15, 19, 20, and 21, together with any other provision that by its nature is intended to survive, survive termination of these Terms.

17. Suspension of Services

In addition to our rights under Section 16, we may suspend all or part of the Services immediately and without prior notice (giving notice afterwards where reasonably practicable) if we determine in good faith that:

1. your use of the Services presents an actual or potential security risk to the Services, our clients, our personnel, or any third party;
2. your use materially and adversely affects the Platform, its performance or integrity, or the ability of other clients to use the Services;
3. we reasonably believe you have breached these Terms, our acceptable use rules, or applicable law;
4. you have failed to pay amounts when due and remain delinquent after notice, or your account is repeatedly delinquent;
5. we are required to suspend by applicable law, a court order, or a request of a governmental or regulatory authority; or
6. we reasonably suspect fraud, invalid traffic, money laundering, or other unlawful activity in connection with your account.

We will restore suspended Services promptly once the underlying issue is resolved to our reasonable satisfaction. We will have no liability for any suspension made in good faith under this Section.

18. Modifications to Terms

We may modify these Terms at any time by posting the updated version on our website with a revised "Last updated" date, and, for material changes, by notifying registered users through the email address on file or a notice within the Services before the changes take effect.

The modified Terms take effect on the posted effective date or, if later, the date stated in the notice. Your continued access to or use of the Services after that date constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate as described in Section 16.

19. Governing Law and Dispute Resolution

Governing Law and Venue

These Terms, and any dispute, claim, or controversy arising out of or relating to them or to the Services, are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. Subject to the waivers below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, and each party waives any objection to such venue as inconvenient or improper.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING, AND THAT THE PARTIES WILL NOT COMBINE DISPUTES WITH THOSE OF ANY OTHER PERSON.

Jury Trial Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

Equitable Relief

Nothing in these Terms limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction, and each party consents to such relief, without the requirement of posting a bond, for breaches of the intellectual property and confidentiality provisions of these Terms.

20. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under these Terms (other than payment obligations already accrued) to the extent caused by an event beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, labor disputes, failures of utilities, telecommunications networks, or internet infrastructure, actions of government authorities, and epidemics or pandemics.

The affected party will give the other party prompt notice of the event, will use commercially reasonable efforts to mitigate its effects and to resume performance as quickly as practicable, and, if the event continues for more than thirty (30) consecutive days, either party may terminate these Terms on written notice.

21. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, our Cookie Policy, and all applicable Schedules and Orders, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous understandings, proposals, and agreements, whether written or oral.
• Amendment: No amendment to these Terms is binding unless made in writing and signed by authorized representatives of both parties, except for modifications made through the posting and notice procedure in Section 18.
• Assignment: Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign to an Affiliate or to a successor in a merger or sale of substantially all of its assets, provided the assignee assumes all obligations under these Terms.
• Waiver: No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right, and no waiver is effective unless it is in writing and signed by the waiving party.
• Severability: If any provision of these Terms is found invalid, illegal, or unenforceable, it will be modified to the minimum extent needed to make it enforceable or, if that is not possible, severed, and the remaining provisions will remain in full force and effect.
• Independent Contractors: The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
• No Third-Party Beneficiaries: These Terms are for the benefit of the parties and their respective Affiliates only, and there are no third-party beneficiaries, except for the indemnitees identified in Section 13.
• Notices: Notices to YieldMaximizer must be sent by email to legal@yieldmaximizer.com or by mail to the headquarters address in Section 22. Notices to you are validly given to the email address or mailing address associated with your account, or through prominent notice within the Services. Email notices are deemed received when sent.
• Publicity: Neither party may use the other party's name, marks, or logos, or publicly describe the relationship, without prior written consent, except as permitted under the client-list exception in Section 9.
• Conflict: In the event of any conflict between these Terms and a Schedule or Order, the Schedule or Order controls with respect to its subject matter, except where a provision of these Terms states that it applies notwithstanding anything in a Schedule.

22. Contact Information

Questions about these Terms, requests for consent, and formal notices should be directed to our legal department at legal@yieldmaximizer.com or by mail to any of our offices below.