stone five

Advertiser Terms and Conditions

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

1. Definitions

In these Advertiser Terms and Conditions (“ATC”), 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.
  • “Advertiser” means the party that has executed an Insertion Order with the Company for the purchase of advertising services.
  • “IO” means an Insertion Order executed between the Company and the Advertiser, incorporating these ATC by reference.
  • “Campaign” means the advertising campaign described in the applicable IO.
  • “Lead” means a consumer record generated through a Campaign that meets the acceptance criteria specified in the applicable IO.
  • “Net Revenue” means gross revenue from an Advertiser less any applicable refunds, chargebacks, or credits agreed in writing.
  • “Effective Date” means the start date set out in the applicable IO.
  • “Agreement” means these ATC together with the applicable IO.

2. Services

2.1 The Company shall provide lead generation and digital advertising services to the Advertiser as described in the applicable IO. The Company does not guarantee any specific volume, quality, or conversion rate of Leads unless explicitly stated in the IO.

2.2 The Company reserves the right to use any media channels, publishers, or traffic sources it deems appropriate to fulfil a Campaign, unless specific restrictions are agreed in writing in the IO.

2.3 The Company may suspend or terminate a Campaign at any time if it determines, in its reasonable judgment, that the Campaign violates applicable law, these ATC, or the Company’s policies.

3. Advertiser obligations

3.1 The Advertiser represents and warrants that: (a) it has the legal right and authority to advertise the products or services described in the IO; (b) all advertising materials provided by the Advertiser comply with applicable federal and state laws and regulations, including but not limited to the Federal Trade Commission Act, the CAN-SPAM Act, and the Telephone Consumer Protection Act (TCPA); (c) it will not use Leads for any purpose other than that stated in the IO; and (d) it will handle all personal data received from the Company in compliance with applicable privacy laws, including the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) where applicable.

3.2 The Advertiser shall promptly notify the Company of any complaints, regulatory inquiries, or legal proceedings relating to a Campaign.

3.3 The Advertiser shall not resell, rebroker, or transfer Leads to any third party without the prior written consent of the Company.

4. Lead acceptance and rejection

4.1 The Advertiser shall review and accept or reject each Lead within the timeframe specified in the IO. If no timeframe is specified, Leads shall be deemed accepted within 72 hours of delivery.

4.2 Leads may only be rejected on the grounds of: (a) duplicate submission (same consumer already in the Advertiser’s system); (b) failure to meet the specific acceptance criteria stated in the IO; or (c) verifiably invalid contact information. Rejection on subjective quality grounds not specified in the IO is not permitted.

4.3 Disputed Leads must be raised in writing within 10 business days of delivery. After this period, all delivered Leads shall be deemed accepted and billable.

5. Fees and payment

5.1 The Advertiser shall pay the fees set out in the IO in accordance with the payment terms stated therein. Unless otherwise agreed, payment is due every 14 days. If the Advertiser fails to finalise amounts within 10 days after each payment term, the Company shall invoice the amounts tracked by the Company.

5.2 All fees are stated in US Dollars (USD) unless otherwise agreed in the IO. Payment shall be made by bank transfer to the account designated by the Company.

5.3 Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment.

5.4 The Company reserves the right to suspend active Campaigns immediately upon non-payment without liability to the Advertiser.

5.5 All amounts are exclusive of applicable taxes. The Advertiser is responsible for all applicable federal, state, and local taxes arising from its purchase of services.

6. Data and privacy

6.1 The Company collects, processes, and transfers consumer personal data in connection with its lead generation services. All such activities are conducted in compliance with applicable US federal and state privacy laws.

6.2 The Advertiser acknowledges that consumer consent to share personal data with the Advertiser is obtained at the point of lead capture. The Advertiser shall not contact any consumer in a manner inconsistent with the consent obtained, including in violation of the TCPA.

6.3 Where required by applicable law, the parties shall enter into a separate Data Processing Agreement. The Company’s privacy practices are described in its Privacy Notice at stone-five.com/privacy-policy/.

6.4 The Advertiser agrees to implement and maintain reasonable security measures to protect consumer personal data received from the Company against unauthorised access, disclosure, or use.

7. Intellectual property

7.1 Each party retains ownership of its own intellectual property. Nothing in this Agreement transfers any intellectual property rights from one party to the other.

7.2 The Advertiser grants the Company a limited, non-exclusive licence to use the Advertiser’s trademarks, logos, and creative materials solely for the purpose of running the Campaign during the term of the applicable IO.

8. Confidentiality

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

9. Representations and warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance does not violate any applicable law, regulation, or third-party agreement.

10. Indemnification

10.1 The Advertiser 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 Advertiser’s breach of this Agreement; (b) the Advertiser’s use of Leads in violation of applicable law; (c) any claim that the Advertiser’s products or services infringe the rights of any third party; or (d) any regulatory action arising from the Advertiser’s conduct.

10.2 The Company shall indemnify the Advertiser against claims arising directly from the Company’s gross negligence or wilful misconduct in providing the Services.

11. Limitation of liability

11.1 In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or loss of business, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

11.2 The Company’s total aggregate liability to the Advertiser under or in connection with this Agreement shall not exceed the total fees paid by the Advertiser to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim.

12. Term and termination

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

12.2 Either party may terminate an IO at any time upon written notice to the other party. Termination does not relieve either party of obligations accrued prior to the termination date, including the Advertiser’s obligation to pay for all Leads delivered prior to termination.

12.3 The Company may terminate this Agreement immediately upon written notice if the Advertiser: (a) materially breaches this Agreement and fails to cure within 10 business days of written notice; (b) becomes insolvent or ceases business; or (c) engages in fraudulent or illegal conduct.

12.4 Clauses 5, 6, 8, 10, 11, and 13 shall survive termination of this Agreement.

13. Governing law and dispute resolution

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

13.2 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.

14. Miscellaneous

14.1 This Agreement (comprising these ATC and the applicable IO) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. In the event of conflict between the IO and these ATC, the IO shall prevail.

14.2 These ATC may be amended by the Company at any time by posting an updated version at stone-five.com/advertiser-terms/. Continued use of the Company’s services after such amendment constitutes acceptance. The Company will provide reasonable notice of material changes.

14.3 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.

14.4 If any provision of this Agreement 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