Terms of Service

1. Acceptance of Terms

By accessing RelayYield.com, creating an account, or integrating any Relay Yield tracking code, widget, or link into your properties, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you must not use the Services.

2. Definitions

• "Advertiser" means a person or entity that uses the Services to promote offers, products, or services and pays for measurable outcomes such as clicks, leads, or sales.
• "Publisher" means a person or entity that places Relay Yield ad units, links, or widgets on its websites, applications, or other properties in exchange for compensation based on performance.
• "Offer" means an advertiser campaign made available through the platform, including its creative assets, payout terms, targeting rules, and any offer-specific restrictions.
• "Conversion" means a completed action defined by an Offer (for example a sale, sign-up, or qualified lead) that is recorded and validated by our tracking systems.
• "Tracking Technology" means the pixels, redirect links, smart links, JavaScript widgets, and server-to-server (S2S) postbacks we provide to measure clicks, events, and Conversions.
• "Platform Data" means data generated by or passing through the Services, including click IDs, transaction IDs, event timestamps, and performance reporting.

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. By using RelayYield.com, you represent and warrant that you meet these requirements, that any registration information you submit is accurate and complete, and that your use of the Services does not violate any law or agreement that applies to you. We may refuse registration, decline to approve an application, or revoke access at our discretion.

4. Description of the Services

Relay Yield operates a performance advertising platform that connects Advertisers and Publishers. The Services include, without limitation: offer listing and approval workflows, ad units and embeddable widgets, click and event tracking, Conversion attribution via pixels and S2S postbacks, performance reporting dashboards, and payment administration between Advertisers and Publishers. We may add, change, or discontinue features at any time. We do not guarantee any particular volume of traffic, Conversions, revenue, or fill rate.

5. Accounts and Registration

Certain features require an account. When you register, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately at support@relayyield.com of any unauthorized use of your account or any other breach of security.

You may not share, sell, or transfer your account to any other person or entity without our prior written consent. Each Publisher and Advertiser may maintain only one account unless we approve otherwise in writing.

6. Publisher Terms

Approval: Publisher accounts and individual Offer applications may be subject to review and approval. We may approve or reject any application at our sole discretion and may revoke approval at any time.

Placement: You may only place our Tracking Technology and ad units on properties that you own or are expressly authorized to operate, and that you have accurately disclosed to us. You must comply with any placement, creative, or brand guidelines associated with an Offer.

Traffic Quality: All traffic you send through the platform must be genuine human traffic generated by lawful means. Unless an Offer expressly permits otherwise in writing, you may not:

• Generate clicks, leads, or Conversions using bots, scripts, emulators, click farms, or any other automated or non-human means.
• Use incentivized traffic, forced clicks, misleading buttons, auto-redirects, popunders, or toolbar or adware injections.
• Bid on or use an Advertiser's trademarks, brand names, or confusingly similar terms in paid search or domain names.
• Send traffic from sources that were not disclosed and approved, or misrepresent the source, geography, or nature of your traffic.
• Place tracking links or pixels in unsolicited email, SMS, or messaging (spam) or in violation of CAN-SPAM, TCPA, CASL, or similar laws.
• Promote Offers on properties containing illegal content, hate speech, malware, deceptive downloads, or content that infringes third-party rights.
• Stuff cookies, fire pixels without a genuine corresponding user action, or otherwise manipulate attribution.

Disclosures: You are responsible for making any disclosures required by law in connection with your promotion of Offers, including material connection disclosures required by the FTC's Endorsement Guides and equivalent rules in other jurisdictions.

7. Advertiser Terms

Offer Accuracy: You are responsible for the accuracy and legality of your Offers, landing pages, creative assets, and products or services promoted through the platform. Offers must not be deceptive, must honor the payout terms stated at the time a Conversion occurs, and must comply with all applicable advertising, consumer protection, and industry-specific regulations.

Conversion Reporting: You agree to implement our Tracking Technology as documented, to fire postbacks or pixels for all valid Conversions promptly and accurately, and not to withhold, delay, or misreport Conversions in order to reduce amounts owed.

Payment Obligations: You agree to pay for validly tracked Conversions in accordance with the payment terms associated with your account. Amounts owed for valid Conversions are not contingent on your downstream collection from customers, except for reversals permitted under Section 8.

Restricted Categories: Offers involving regulated products or services (for example financial services, health claims, alcohol, or gambling) require our prior written approval and must comply with all licensing and marketing rules that apply to those categories.

8. Payments, Payouts, and Fees

Payment Terms: Payment schedules (such as Net 1, Net 7, Net 15, Net 30, Net 60, or Net 90), minimum payout thresholds, and payment methods are specified in your account settings or in a separate written agreement or insertion order. If your accrued balance is below the applicable minimum threshold, it rolls over to the next payment period.

Validation: All clicks, leads, and Conversions are subject to validation. We and our Advertisers may review activity for compliance and quality before amounts become payable. Figures shown in dashboards prior to validation are estimates and do not constitute a payment obligation.

Reversals and Chargebacks: Conversions may be reversed, and corresponding amounts deducted or clawed back, where the underlying transaction is refunded, charged back, cancelled, duplicated, fails Advertiser validation, or is determined to result from a violation of these Terms.

Holds: We may withhold or delay payment, in whole or in part, while we investigate suspected fraud, invalid traffic, or a material breach of these Terms. If we determine in good faith that traffic or Conversions were fraudulent or generated in violation of these Terms, the related amounts are forfeited.

Taxes: You are responsible for all taxes associated with amounts you receive through the platform. We may require valid tax documentation (such as a W-9 or W-8 series form) before releasing payment, and we may withhold amounts where required by law.

Errors: If we overpay or underpay you due to a tracking or accounting error, either party may correct the error in a subsequent payment period. Payment disputes must be raised in writing within sixty (60) days of the statement date to which they relate; statements not disputed within that period are deemed accepted.

9. Tracking, Attribution, and Reporting

Our tracking systems are the system of record for the Services. Except where a written agreement with an Advertiser provides otherwise, the click, event, and Conversion counts recorded by Relay Yield are final and controlling for billing and payout purposes. We are not responsible for tracking discrepancies caused by ad blockers, browser privacy features, misconfigured integrations, or third-party systems outside our control. You agree not to modify, obscure, wrap, or interfere with our Tracking Technology except as documented.

10. Prohibited Conduct

In connection with the Services, you may not:

• Use the Services for any fraudulent, deceptive, or illegal activity.
• Attempt to interfere with the proper working of the site or bypass any security or access controls.
• Reverse engineer, decompile, or disassemble any aspect of our Tracking Technology or platform, except to the extent such restriction is prohibited by law.
• Use automated systems (bots, spiders, scrapers) to access the site or extract data without our express written permission.
• Probe, scan, or test the vulnerability of our systems, or introduce viruses, malware, or other harmful code.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Resell, sublicense, or provide access to the Services to third parties except as expressly permitted.
• Use Platform Data for any purpose other than managing and evaluating your own activity on the platform.

11. Fraud and Invalid Traffic

We employ automated and manual systems to detect invalid traffic, including bot activity, click spam, attribution manipulation, and Conversion fraud. Determinations of invalid traffic are made by us in good faith based on our data and industry-standard signals. We may reverse related Conversions, withhold related payments, suspend accounts, and report unlawful activity to Advertisers, payment providers, or law enforcement. Repeated or egregious violations will result in permanent termination and forfeiture of unpaid amounts attributable to the violation.

12. Intellectual Property

All content, logos, designs, software, and documentation on RelayYield.com are the intellectual property of Relay Yield or its licensors and are protected by copyright, trademark, and other laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services, and to place our provided Tracking Technology and ad units on your approved properties, solely for their intended purpose. Advertisers grant Publishers and Relay Yield a limited license to use approved Offer creative assets solely to promote the relevant Offer. All licenses end when your participation in the relevant Offer or the Services ends.

If you provide feedback or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation.

13. Confidentiality

"Confidential Information" includes non-public payout rates, Offer terms, performance data, business strategies, and any information a reasonable person would understand to be confidential. You agree to use Confidential Information only as needed to participate in the Services and not to disclose it to third parties without prior written consent, except to advisors bound by confidentiality obligations or where disclosure is required by law. This obligation survives termination of these Terms.

14. Privacy and Data Compliance

As Relay Yield provides tracking and attribution services (including pixels and S2S postbacks):

• Compliance: You agree to comply with all applicable privacy and data protection laws (including GDPR, UK GDPR, CCPA/CPRA, and other US state privacy laws) in your collection, use, and sharing of any data generated through the Services.
• Transparency: If you use our Tracking Technology on your own properties, you are responsible for maintaining a legally compliant privacy policy that discloses such tracking to your end users, and for obtaining and honoring any legally required consents (for example cookie consent under the ePrivacy rules).
• Consent Signals: You agree to pass through and honor applicable opt-out and consent signals, and not to use the Services to process data of end users who have validly opted out where the law requires that opt-out to be honored.
• No Sensitive Data: You must not transmit to us any sensitive personal information (such as health, financial account, or government identification numbers) through tracking parameters or postbacks unless we have expressly agreed in writing.

Our own data practices are described in our Privacy Policy, which is incorporated into these Terms by reference.

15. Third-Party Sites and Services

The Services may contain links to third-party websites, offers, or services that we do not control, including Advertiser landing pages and Publisher properties. We are not responsible for the content, policies, or practices of any third party. Your dealings with Advertisers, Publishers, or other third parties found through the Services are solely between you and that party.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT TRACKING WILL CAPTURE EVERY EVENT, OR THAT ANY PARTICULAR LEVEL OF EARNINGS OR RESULTS WILL BE ACHIEVED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELAY YIELD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY US TO YOU, OR PAID BY YOU TO US, DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100). NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

18. Indemnification

You agree to defend, indemnify, and hold harmless Relay Yield and its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your properties, Offers, products, or content; (c) your violation of these Terms or of any law or regulation; or (d) your violation of any third-party right, including intellectual property and privacy rights. We reserve the right to assume the exclusive defense of any matter subject to indemnification, in which case you agree to cooperate with our defense.

19. Suspension and Termination

You may stop using the Services and close your account at any time by contacting us. We may suspend or terminate your access to the Services at our sole discretion, with or without notice, for conduct that we believe violates these Terms, creates risk or legal exposure for us, or is harmful to other users or our business interests.

Upon termination: (a) all licenses granted to you end and you must promptly remove our Tracking Technology and ad units from your properties; (b) validly earned and validated amounts will be paid on the normal payment schedule, except amounts forfeited under Sections 8 and 11; and (c) sections that by their nature should survive (including confidentiality, indemnification, limitation of liability, and dispute resolution) survive termination.

20. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in North Carolina, and you consent to the personal jurisdiction of those courts. Each party waives any right to a jury trial to the extent permitted by law. Any claim must be brought within one (1) year after the claim arises, or it is permanently barred, except where prohibited by applicable law.

21. Changes to These Terms

We may modify these Terms at any time. For material changes, we will provide notice by updating the "Effective Date" at the top of this page and, where practical, by email or a notice within the platform. Changes take effect when posted unless the notice states otherwise. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to a change, you must stop using the Services.

22. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any written insertion order or Offer-specific terms, constitute the entire agreement between you and Relay Yield regarding the Services. If a signed agreement or insertion order conflicts with these Terms, the signed document controls for that conflict.
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Independent Contractors: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations already accrued.
• Notices: We may provide notices by email to the address on your account or by posting within the Services. Legal notices to us must be sent to the email address below.

23. Contact Us

For any questions regarding these Terms, please reach out to: Email: support@relayyield.com