MASTER TERMS AND CONDITIONS
Yahoo! reserves the right at any time, for any or no reason, to reject or remove any Advertising Materials from the Distribution Network. You at all times remain solely responsible for your Advertising Materials. We do not undertake to review the content of Advertiser Materials and any review and/or approval by us will not be deemed to constitute an acceptance by us that they comply with the Agreement, applicable laws or industry standards or any waiver of any of our rights. If you do not provide all Advertising Materials, including any updates, at least 3 business days for standard ads and 5 business days for rich media and video ads prior to their anticipated distribution, or if the Advertising Materials do not conform to the Policies (it being acknowledged by you that we do not have any obligation to determine whether your Advertising Materials comply with the Policies): (i) we are not required to fulfill any guaranteed portion(s) of the IO, (ii) you are still responsible for the media (and related charges) purchased pursuant to the IO and (iii) Yahoo! may distribute, at its option: (a) back-up advertisements based on materials Advertiser has previously given Yahoo! or (b) public service announcements of Yahoo!’s choice, and charge Advertiser the rates set out in the IO for inventory held by Yahoo! pending receipt of acceptable Advertiser Materials.
Without limiting the foregoing, Yahoo! may, as agreed upon in the IO, deliver ads on a space available, pre-emptible basis (“Pre-emptible Ads”). For Pre-emptible Ads, you will pay only for the impressions actually served, and Yahoo! has no duty or obligation, express or implied, to publish, post, host, stream or otherwise deliver any ads. Except for Pre-emptible Ads, in the event (a) Yahoo! fails (except as a result of your breach of the Agreement) to publish an ad in accordance with the IO schedule, (b) Yahoo! fails to deliver the placements specified in the IO (if any) by the end of the specified period, or (c) of any failure caused by a Yahoo! Entity of an ad to appear as provided in the IO, then notwithstanding anything otherwise set out in the Agreement, the sole liability of Yahoo! to Advertiser shall be limited to, at Yahoo!'s sole discretion (i) a pro rata refund of any pre-paid fees, (ii) placement of the ad at a later time in a comparable position, or (iii) extension of the IO until the under-delivery is fulfilled.
Notwithstanding anything contained in the Agreement to the contrary, we may at any time for any reason (including nonpayment) terminate the Agreement suspend or limit your participation in the Distribution Network and/or any Program, and modify or discontinue offering any Yahoo! Site, products or services. Your outstanding payment obligations become immediately due and payable under any of these circumstances. None of the Yahoo! Entities shall have any liability for such termination, suspension, or discontinuation.
Section 3, the second, third, and fifth sentences of Section 4, Sections 5 and 6, the second paragraph of Section 7 and Sections 8 through 13 of these MTCs and additional survival terms set out in any Program Terms will survive expiry or termination of the Agreement.
We may change the terms of the Agreement at any time without liability by posting them on the Yahoo! Sites or, at our discretion, by sending an email to the address you provided to us. You must ensure your contact and account information is current and correct, and you must promptly notify us in writing of any changes to such information. You must send notices to us by email to your designated Yahoo! contact with a copy to Yahoo!’s Legal Department at email@example.com. Your participation in the Distribution Network after such notice shall be deemed to be continued acceptance by you of the then current Agreement. If you do not agree to any such change, you must immediately: (i) notify Yahoo! in writing; and (ii) stop using the Yahoo! Sites and any Programs.
Except for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, riots, terrorism, Internet and/or electrical outages, natural disasters, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control.
We and you agree that this Agreement and any documents ancillary thereto be drawn up in English only but without prejudice to any such documents or instruments which may from time to time be drawn up in French only, or in both French and English. Nous et vous au présent confirment leur volonté que le présent contrat de même que tous les autres documents s'y rapportant soient rédigés en anglais seulement, mais sans préjudice cependant à tous tels documents qui pourraient à l'occasion être rédigés en français seulement, ou en français et en anglais.
Last updated: September 2011