FOR THE FYBER ADVERTISER CONTROL PANEL (“ACP”)
This Service Order is entered into by and between Fyber GmbH with offices at Johannisstraße 20, 10117 Berlin, Germany ("Fyber") and the legal entity or Individual accepting this Service Order during the registration process for the ACP or (as applicable) the entity detailed in Appendix A attached hereto (the "Demand Partner") effective either on the date of acceptance of this Service Order by Demand Partner or by the later date of the two signatures in Appendix A the "Service Order Effective Date" This Service Order is made pursuant to and incorporates the terms and conditions of the Master Service Agreement for Demand Partners available at https://www.fyber.com/legal/msa-demand/ (the "MSA"). Capitalized terms not defined in this Service Order shall have the same meaning ascribe to them in the MSA. In case of any discrepancy or conflict between the terms of this Service Order and the MSA, the terms of this Service Order shall prevail. In case of any discrepancy or conflict between the terms of an offline Service Order and the default online Service Order, the terms of the offline Service Order shall prevail.
If you have accepted this Service Order during the registration process via the ACP, then the following terms shall apply:
IF YOU DO NOT ACCEPT THIS SERVICE ORDER IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE ANY SERVICE. IF YOU ARE AN INDIVIDUAL WHO CONSENTS THIS SERVICE ORDER ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THE AGREEMENT, AND THAT YOUR CONSENT TO THIS SERVICE ORDER WILL BE TREATED AS THE CONSENT OF THE BUSINESS. IN THAT EVENT, THE TERMS "BUSINESS”, "YOU" OR "YOUR" WILL REFER AND APPLY TO YOU AND TO THAT BUSINESS. YOU ALSO CONSENT TO THE USE OF: (A) ELECTRONIC MEANS TO CONSENT TO AND COMPLETE THIS SERVICE ORDER, AND TO PROVIDE YOU WITH ANY NOTICES GIVEN PURSUANT TO THIS SERVICE ORDER; AND (B) ELECTRONIC RECORDS TO STORE INFORMATION RELATED TO THIS SERVICE ORDER AND YOUR USE OF ANY SERVICE.
Demand Partner’s Ad campaign information shall be as set forth via the ACP or in Appendix A
- Subject to the terms of the Agreement, Fyber shall enable Demand Partner to use its proprietary dedicated advertising platform through which Demand Partner is able to upload and distribute Ads to Users of the Property which are owned, maintained, or controlled by third-party Supply Partners. Demand Partner may create and manage advertising campaigns through Fyber's dashboard, and Fyber will deliver the Ads on behalf of Demand Partner to Users through the Property (the "Fyber Direct Service" or the "Service").
- Demand Partner is solely responsible for submitting Ads through the Service to Supply Partners. Supply Partners decide in their own discretion whether or not, and to what extent, they display the Ads on their Property. Fyber provides no guarantee that Ads will be displayed in a quantity or manner satisfactory to Demand Partner.
- Fyber may, at a Supply Partner’s discretion, encourage Users of the Property to interact with, view, or otherwise perform activities related to the Ads (including any Payable Events identified in the table above). A "Payable Event" means any view (web/mobile), Ad Impression, installation (mobile), or other compensable activity of Users, subject to availability, as set forth in the table above. The Payable Events do not require that any further activities or outcomes to be achieved (e.g., an ‘install’ is valid irrespective of whether an individual ever uses the installed application).
- Demand Partner shall implement upon Fyber’s request all code provided by Fyber for the tracking of the Ads, if reasonably necessary. Demand Partner shall bear all of its own costs and expenses related to such implementation. Demand Partner must not alter or modify the code provided by Fyber without Fyber's prior written consent.
Payment and Tracking
- Fyber will issue invoices to Demand Partner on a calendar-month basis, based upon the Payable Events count reported by Fyber.
- Demand Partner will pay to Fyber the amounts due under this Service Order within thirty (30) days after the end of the calendar month, subject to invoice. The Invoice shall be produced at the end of the calendar month according to Fyber’s monthly reports generated at GMT (UTC) time zone.
- Late payments will bear interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by law, if less.
- If Demand Partner has made a pre-payment into the Demand Partner Account, Fyber will offset the amount payable under any applicable invoice by any Demand Partner Account balance, and no interest will be due.
- Payable Event is presumed valid and compensable when it is recorded in the Service.
- To the extent that a Demand Partner has made a pre-payment into an account maintained by Fyber on the Demand Partner’s behalf ("Demand Partner Account"), Fyber will credit the Demand Partner Account accordingly. Balances on the Demand Partner Account can be used for the payment of invoices in accordance with this section.
Term and Termination
- Either party may terminate this Service Order for convenience upon 48 hours written notice to the other party.
- If Fyber terminates the Agreement for convenience, Demand Partner will be refunded for any payments it may have already made under any applicable IO and which are still credited to Demand Partner's account, unless the parties mutually agree otherwise, and Demand Partner will not have any other claims against Fyber.
- This Service Order shall remain in force and effect until the earlier of a) it has been terminated in accordance with this section or b) it has been terminated for cause in accordance with section 10.3 of the MSA.
Demand Partner and Campaign Information:
The parties consent to use a third-party service for purposes of electronically signing this Service Order and agree to be bound by electronic signature.
IN WITNESS WHEREOF, the Parties have executed this Service Order with their respective signatures