stone five

Publisher Terms and Conditions

Last updated: July 2026 | stone five LLC d.b.a. upyield

1. Definitions

In these Publisher Terms and Conditions (“PTC”), the following terms shall have the meanings set out below:

  • “Company” means stone five LLC, a Delaware limited liability company (State Entity ID: 10679745), operating under the trading name upyield, with its registered office at 8 The Green #24610, Dover, DE 19901, USA.
  • “Publisher” means the party that has executed an Insertion Order with the Company for the supply of traffic, leads, or installs.
  • “IO” means an Insertion Order executed between the Company and the Publisher, incorporating these PTC by reference.
  • “Campaign” means the advertising or lead generation campaign described in the applicable IO.
  • “Traffic” means clicks, impressions, leads, installs, or other actions delivered by the Publisher in connection with a Campaign.
  • “Install” means a verified mobile application installation attributed to the Publisher’s traffic under the applicable tracking methodology.
  • “Lead” means a consumer record delivered by the Publisher that meets the acceptance criteria specified in the applicable IO.
  • “Effective Date” means the start date set out in the applicable IO.
  • “Agreement” means these PTC together with the applicable IO.

2. Publisher obligations

2.1 The Publisher shall deliver Traffic in accordance with the specifications, volume, and quality requirements set out in the applicable IO.

2.2 The Publisher represents and warrants that: (a) all Traffic delivered is genuine, human-generated, and not the product of bots, click farms, incentivised traffic, or any fraudulent method; (b) all consumer data collected and provided to the Company is collected with appropriate consumer consent in compliance with applicable federal and state laws, including the TCPA and CAN-SPAM Act; (c) it will not engage in rebrokering — defined as sourcing traffic from other networks or exchanges without the prior written consent of the Company; and (d) it has the legal right and authority to enter into and perform this Agreement.

2.3 Rebrokering is strictly prohibited. Any network traffic delivered without the prior written approval of the Company shall be deemed rebrokered. In such cases, the Company reserves the right to withhold payment for all Traffic delivered on the affected Campaign.

2.4 The Publisher shall promptly disclose all traffic sources upon the Company’s reasonable request. Failure to disclose shall entitle the Company to withhold payment and terminate the IO immediately.

2.5 The Publisher shall pause all Traffic within 24 hours of receiving written notice from the Company that traffic quality does not meet Campaign KPIs, and shall provide full details of traffic sources and screenshots within 48 hours of such notice.

3. Quality standards and KPIs

3.1 Each Campaign may include one or more hard quality KPIs as specified in the IO, which may include: user retention rates, user engagement metrics, in-app purchases, user loyalty indicators, tutorial completion rates, or other campaign-specific KPIs.

3.2 The Company will provide timely quality feedback to the Publisher through the designated account manager. A minimum volume of Traffic (as specified in the IO, or 100 installs/actions per day where not specified) is required before quality evaluation can be performed.

3.3 If Traffic quality does not meet the specified KPIs, the Company may: (a) request the Publisher pause Traffic immediately; (b) withhold payment for non-compliant Traffic; or (c) terminate the IO with immediate effect.

3.4 The Company evaluates traffic quality using its own tracking and attribution platform. In the event of discrepancies between the Publisher’s reported numbers and the Company’s tracked numbers, the Company’s tracked numbers shall prevail unless the Publisher can demonstrate a material tracking error.

4. Fees and payment

4.1 The Company shall pay the Publisher the fees set out in the IO, subject to quality validation and the terms of this Agreement. Unless otherwise stated in the IO, payment terms are monthly net 30 upon receipt of invoice.

4.2 Billable numbers shall be confirmed by the Company by the 15th of each month following the month in which the Traffic was delivered, subject to availability of quality data.

4.3 The Company reserves the right to withhold payments in full or in part where: (a) quality issues have been identified and not resolved; (b) rebrokering is suspected or confirmed; (c) Traffic is identified as fraudulent; or (d) the Publisher has breached this Agreement.

4.4 All fees are stated in US Dollars (USD) unless otherwise agreed in the IO. The Publisher is responsible for all taxes applicable to payments received from the Company.

4.5 The Publisher shall submit invoices to finance@stone-five.com. Invoices must reference the applicable IO number and campaign name.

5. Fraud and non-compliant traffic

5.1 The Company employs real-time and post-campaign fraud detection tools. If fraudulent Traffic is identified, the Company may: (a) reverse any payment already made in respect of such Traffic; (b) offset the value of fraudulent Traffic against future payments; and (c) terminate the IO immediately.

5.2 The Publisher shall fully cooperate with any fraud investigation, including providing access to traffic source data, sub-publisher lists, and campaign delivery logs.

5.3 The Publisher shall indemnify the Company for any losses, costs, or damages arising from fraudulent, incentivised, or non-compliant Traffic delivered by or attributed to the Publisher.

6. Data and privacy

6.1 The Publisher shall collect all consumer data in compliance with applicable US federal and state privacy laws. Where the Publisher collects data on behalf of the Company, it acts as a service provider under applicable law and shall process data only as instructed by the Company.

6.2 The Publisher shall not sell, transfer, or otherwise disclose consumer data received from or on behalf of the Company to any third party without the Company’s prior written consent.

6.3 The Company’s privacy practices are described at stone-five.com/privacy-policy/. Where a formal Data Processing Agreement is required by applicable law, the parties shall execute one prior to the commencement of any data processing activities.

7. Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement, including pricing, campaign details, performance data, and traffic source information. This obligation survives termination for three (3) years.

8. Indemnification

8.1 The Publisher shall indemnify, defend, and hold harmless the Company and its affiliates, officers, managers, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Publisher’s breach of this Agreement; (b) fraudulent, non-compliant, or rebrokered Traffic; (c) the Publisher’s violation of applicable law; or (d) any third-party claim relating to the Publisher’s data collection practices.

8.2 The Company shall indemnify the Publisher against claims arising directly from the Company’s gross negligence or wilful misconduct.

9. Limitation of liability

9.1 In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.

9.2 The Company’s total aggregate liability to the Publisher shall not exceed the total fees paid by the Company to the Publisher in the three (3) calendar months immediately preceding the event giving rise to the claim.

10. Term and termination

10.1 This Agreement commences on the Effective Date of the first IO and continues until terminated in accordance with this clause or the applicable IO.

10.2 Either party may terminate an IO at any time upon written notice. Termination does not relieve either party of obligations accrued prior to termination.

10.3 The Company may terminate this Agreement or any IO immediately upon written notice if the Publisher: (a) materially breaches this Agreement; (b) delivers fraudulent or rebrokered Traffic; (c) becomes insolvent or ceases business; or (d) fails to meet quality KPIs after receiving written notice and a reasonable opportunity to cure.

10.4 Clauses 4, 5, 6, 7, 8, 9, and 11 shall survive termination.

11. Governing law and dispute resolution

11.1 This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

11.2 Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Delaware. The language shall be English. The arbitral award shall be final and binding.

12. Miscellaneous

12.1 This Agreement (comprising these PTC and the applicable IO) constitutes the entire agreement between the parties and supersedes all prior agreements. In the event of conflict between the IO and these PTC, the IO shall prevail.

12.2 These PTC may be amended by the Company at any time by posting an updated version at stone-five.com/publisher-terms/. Continued supply of Traffic after such amendment constitutes acceptance.

12.3 Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign to an affiliate without consent.

12.4 If any provision is found invalid or unenforceable, the remaining provisions continue in full force. No waiver by conduct. This Agreement may be executed in counterparts including electronic signatures.

stone five LLC · 8 The Green #24610, Dover, DE 19901, USA · Delaware State Entity ID: 10679745 · info@stone-five.com