ENTERPRISE WEB SERVICES COMMERCIAL LICENSE PROGRAM TERMS AND CONDITIONS

1. USE. We provide you access to the Enterprise Web Services (“EWS”) Commercial License Program (the “Commercial License Program”) for your use. These Commercial License Program Terms are solely for Representative’s, and not Advertisers’, use of the Commercial License Program.

2. PAYMENT; MARKETING FUND.

1. PAYMENT.You will be charged the monthly service fees set forth in the applicable Commercial License Program Insertion Order. If you exceed the access limits assigned to you, you will also pay the fees set forth in the Commercial License Program Insertion Order for all access in excess of such limits. If we fail to comply with the EWS Commercial License Program Service Level Agreement attached as Exhibit A to these Program Terms (the “SLA”), we shall make available to you the credits and/or other remedies set forth therein. We may modify the Commercial License Program fees from time to time upon prior notice to you.

2. CO-MARKETING BUDGET.For Tier-1 licensees under the Commercial License Program, provided that you have paid all fees as provided in the Agreement, we intend to allocate a percentage of the monthly service fees, up to the total annual dollar amount specified in the Commercial License Program Insertion Order (which will be pro-rated if the Commercial License Program terminates before the end of the one-year period starting on the initial billing date of the Commercial License Program Insertion Order, or any one-year anniversary thereafter), to the marketing of the Application and our Programs, as we determine in our sole discretion. We shall retain any unused amounts of the co-marketing budget.

3. EFFECTS OF TERMINATION. Sections 2.a., 3, 5, 6, 7, 8 and 11 herein shall survive termination of these Commercial License Program Terms.

4. LIMITED USE LICENSE.Subject to your compliance with the Agreement, including the API Access Program Terms (currently located at http://info.yahoo.com/legal/us/yahoo/advertising/apiaccess/apiaccess-337.html) which are incorporated by reference herein, the Commercial License Program permits you to develop an application to interact via API Access (defined in the API Access Program Terms) between your service, website, or application (the “Application”) and certain Program account information and/or features that we make available to you hereunder, in order to improve Advertisers’ experience with such Programs. Your initial use of the Application requires our prior written consent and we may grant and revoke consent for use of the Application in our sole discretion. You agree to make the Application available to us for our review and provide us with a list of Advertisers and keywords that you are managing using the Application. You and the Advertisers agree that the Yahoo! Entities shall not have any liability for any suggestions made to you or the Advertisers in connection with the Program, nor for any changes made based on such suggestions.

5. RESTRICTIONS.

1. ACCESS TO YAHOO! SEARCH MARKETING SYSTEMS. 1. Sessions. If the Application logs into the Yahoo! Company systems, it must also log out for each session it creates because the Yahoo! Company systems may not automatically end sessions by time-out. You may not maintain more than one (1) concurrently-active session with the Yahoo! Company systems per Advertiser account, provided that you may maintain up to five (5) concurrently-active sessions with the Yahoo! Company systems per authorized agency account.

   2. Access Restrictions. You may access an Advertiser’s Program account via API Access provided that: (i) you and each Advertiser are enrolled in such Program and comply with the terms and conditions applicable thereto, (ii) you and the Advertiser comply with the Agreement and any other agreements you or the Advertiser may have with us, and (iii) you have valid written legal authority from the Advertiser to do so. Except as expressly permitted herein, you will not: (x) sell, sublicense, transfer, distribute, facilitate, or otherwise allow API Access from any location or source other than the Application; (y) permit or enable third parties to copy or obtain API Access, including data obtained via API Access (in whole or in part, on a standalone basis or co-mingled with third party information), from you in any manner; or (z) use or permit use of any alternative means such as scripts, robots, spiders, scraping or other technology to obtain API Access.

2. DISPLAY OF CONTENT. Information obtained via API Access must be: (i) displayed only within the Application; (ii) disclosed only to the Advertiser to whom such information directly pertains; and (iii) referenced as originating from us and displayed together with a timestamp clearly indicating the time and date the information was obtained from us.

3. REQUIRED DISCLOSURES. You must display a prominent disclosure on the Application that the Advertiser’s user ID, password and account information are communicated to and from the Yahoo! Companies via the public Internet. In addition, you must display the following statement on the same screen as, and immediately above, every place within the Application where a user enters, edits or modifies the Advertiser’s user ID and password: “You are about to provide your personal Yahoo! account information to [INSERT YOUR NAME]. By so doing you are designating [INSERT YOUR NAME] to act as your authorized agent to make changes to your Yahoo! account, including increasing or decreasing your bid amounts. You are liable to Yahoo! for any charges to your account made using your account information. Yahoo! is not responsible for errors made by or through the use of this product or service.”

4. OPT-OUT; PRIVACY. 1. Opt-out. You agree to provide an easy to use, conspicuous, and readily available opt-out method for Advertisers that desire you or the Application to stop accessing their Program account(s). The opt-out method must be accessible and able to be completed from within the Application. Upon an Advertiser’s election to so opt out, you and the Application shall immediately cease to access that Advertiser’s Program account.

   2. Privacy. Neither you nor the Application shall collect any information from Advertisers without their express permission. You shall safeguard the privacy and security of all information you collect from, and provide to, Advertisers and Yahoo! Company users.

5. SPAM. You will not send or facilitate the sending of unsolicited communications of any type. You will not use Customer Information to solicit users in any way nor facilitate or permit third parties to do so. You will not solicit users, or facilitate the solicitation by any third party of users, as a result of their status as Advertisers or being our users.

6. MESSAGING. You shall not describe you or the Application as providing services associated with reducing the spread in bid amounts between Advertisers, including using such terms as “bubble popping” or “bid gaps.” You may describe you and/or the Application as providing services associated with Advertiser “return on investment,” “convenience,” “efficiency,” “time management” or “cost effectiveness.” You shall not describe you or the Application as being in any way endorsed by a Yahoo! Company, including describing the Application as “endorsed,” “certified,” “authorized,” “preferred,” “selected,” or “chosen” by us except that you may, provided that you are in compliance with the Agreement, describe the Application as a “Yahoo! Search Marketing-approved third party service” or “Yahoo! Search Marketing-approved third party application.” You shall not refer to your relationship with us as a partnership or alliance of any kind, but you may describe your relationship with us as an “agreement.”

7. TRADEMARKS. Except as expressly provided herein, you may not use the Yahoo! Inc., Overture Services, Inc., Yahoo! Search Marketing, or other Yahoo! Company name, trademark, logo, service mark, trade name, and/or legal notice (“Trademarks”). All use, display or reproduction of the Trademarks must be pre-approved by us in writing and in accordance with the Agreement. The reproduction and display (including the size, place, and manner) of the Trademarks must comply with the Yahoo! Trademark Guidelines, attached hereto as Exhibit B, as modified from time to time by us. Upon our request, you agree to promptly remove or replace any Trademark, but in no event later than three (3) business days after receipt of any such request. Your use of the Trademarks does not confer or imply any ownership, goodwill or other rights in the Trademarks. You recognize the unique value, goodwill, and secondary meaning associated with the Trademarks. You acknowledge that all right, title, and interest in the Trademarks (and as incorporated in or on the Application or in connection with any other use, in each case if expressly permitted herein) and the goodwill pertaining thereto automatically vests in us or another Yahoo! Company, and at all times will remain owned by and in the name of us or another Yahoo! Company. You shall not contest the validity or our ownership of any Trademarks. You shall not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark, domain name or other indication of origin, any Trademark, or any word, symbol or device, or any combination confusingly similar to any Trademark.

8. ADVERTISER DATA. You agree to provide us a data feed containing information obtained from and/or in connection with Advertisers who are customers of the Application, which data feed is compliant with the requirements set forth in this paragraph. You agree to share Advertiser data with us, including the following information in categories we specify: (i) clicks on Advertiser listings by source and date; (ii) cost per click of Advertiser listing by source and by date; and (iii) such additional Advertiser data as is requested by us. All Advertiser data will be made available to us at such times and in such format as specified by us from time to time. With respect to each Advertiser, such data feed must be provided by you and determined by us to be compliant and functional before the Application may be used for or by such Advertiser. You represent, warrant and covenant that you have all necessary rights to provide to us for our use all information in the data feed and any other information provided hereunder, including information from or about Advertisers.

9. ADDITIONAL PROGRAMS. You shall use commercially reasonable efforts to ensure that the Application shall enable Advertisers to access features of additional Programs within 90 days after we make access to such Program features available under the Commercial License Program. Such access may be subject to different and/or additional terms, and you agree to enter into one or more addenda hereto, as requested by us, in order to effectuate such modifications to these Commercial License Program Terms.

6. CUSTOMER INFORMATION. You agree that any information that you or the Application gather or receive from us regarding Advertisers (“Customer Information”) will be limited to information permitted, and reasonably necessary to perform your services, under the Agreement. For clarification, Customer Information does not include information you collect from users of the Application independent of us, the Programs, or the Yahoo! Company systems. Any use by you or the Application of Customer Information may be only as authorized by the Advertiser and expressly permitted herein and is subject to your reasonable privacy policy that shall be adequately displayed throughout the Application and meets current industry and legal standards.

7. REPRESENTATIONS. You represent, warrant and covenant that your products and services: (a) do not violate any Law; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any person or entity; (c) do not breach any duty toward, or rights of, any person or entity including rights of publicity and/or privacy; and (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening.

8. COMPETING APPLICATIONS. Notwithstanding anything to the contrary in the Agreement, you acknowledge and agree that: (i) we do, and we have the right to, develop, create, obtain, modify, transfer, provide, and/or distribute, whether privately, commercially, or otherwise, any and all applications (including third-party applications) in connection with Programs (“Competing Applications”), regardless of the means, methods, applications, materials, or processes employed by us, and regardless of whether such Competing Applications include some or all the functionality of the Application or the API Code (defined in the API Access Program Terms), and (ii) we and the Yahoo! Entities will not be subject to, nor liable for, any Claims in connection therewith.

9. TRAINING. We may from time to time: (i) provide training sessions to your sales personnel who market the Application, and/or (ii) formally certify the capability of such personnel who pass an examination provided by us and who are qualified to represent the relevant Programs in connection with the Application. You agree to ensure that any of your personnel who market the Application shall have received the training and obtained the certification described in this Section (as applicable) and shall remain knowledgeable about the Programs and the Application. In addition, if we so request, you and we will meet with Advertisers who are customers of the Application to train such Advertisers on the Application as it interfaces with and relates to Programs. You agree to coordinate with us to schedule such training sessions at mutually convenient times.

10. TIER 1 TECHNICAL CONSULTING SERVICES. Tier 1 licensees will have access to Yahoo! technical consulting services. Such services may be subject to, and are conditioned upon your acceptance of, additional terms and conditions.

11. ADDITIONAL TERMS. Without limitation, all information relating to the Yahoo! Companies’ security and firewall rules, is our Confidential Information regardless of whether marked as such. Except as otherwise provided or permitted under the Agreement, we may change these Commercial License Program Terms at any time upon 15 days’ notice to you by posting such on the applicable Yahoo! Company Website or by email, and such revised Program Terms shall supersede and replace the earlier Program Terms. If you do not agree to such changes, your sole remedy is to terminate the Commercial License Program Terms within such 15-day notice period upon written notice to us. Any use by you or Authorized Users of the Commercial License Program or API Access after such notice period shall be deemed to be acceptance by you of the revised Program Terms. If an Advertiser claims that (i) you are not its authorized agent and it is not legally bound to us for charges to its Program account made as a result of your actions, or (ii) it has not expressly authorized changes made by you to its Program account, you shall be liable (jointly and severally with the Advertiser) for all charges resulting from changes made by you to the Advertiser’s Program account.

1. General. This SLA specifies the standards for our provision to you of support services in connection with the Commercial License Program and the sole remedies in the event we do not provide such support services to you as specified herein. We may modify the SLA from time to time, including in connection with the introduction of new applications and support services. Except as otherwise provided herein, this SLA, the SLA applies solely to Advanced and Tier 1 licensees under the Commercial License Program.

2. Support Services

   A. System Availability.

   “System Availability” means the availability of the Yahoo! Company systems essential to the operation of the Commercial License Program. System Availability downtime occurs when there is 100% failure of response by the Yahoo! Company systems to valid queries from a Commercial License Program Application. System Availability downtime is measured from the time we acknowledge such failure of the Yahoo! Company system to the time when we determine the Yahoo! Company system responds to valid queries from a Commercial License Application.

   Each month System Availability will be not less than the percentage of time specified in the Commercial License Program Insertion Order. Should System Availability be less than the time specified in the Commercial License Program Insertion Order during a month, we will credit you for such month 5% of the monthly service fee set forth in such Insertion Order for every 0.1% drop in a month below the specified level (up to 100% of your base monthly service fee). Example: If System Availability specified in the Commercial License Program Insertion Order is 98.3% and it falls in a month once to 98.1% and once to 97.9%, we will credit you 10% and 20%, respectively, of your base monthly service fee, for a total of 30% of your base monthly service fee for such month.

   B. Technical Support Service.

   • Root-Cause Analysis. “Root-Cause Analysis” means the attempt to analyze the root causes of problems that we determine to be problems with the Yahoo! Company system related to the Commercial License Program so that, if appropriate, we may take measures to correct such problems. We will provide an initial response to a request for Root-Cause Analysis within the time specified in the Commercial License Program Insertion Order.

   • Bug Fix Isolation. “Bug Fix Isolation” means the emergency attempt to identify Yahoo! Company system operations that we determine do not comply with current Commercial License Program internal system specifications so that we may repair such problems. This includes system errors, “hung” or halted requests, or unexpected results within the Yahoo! Company system that render the Commercial License Program inoperable. We will provide an initial response to a request for Bug Fix Isolation within the time specified in the Commercial License Program Insertion Order.

   • Top Priority Access (applicable only to Tier 1 licensees). Tier 1 Commercial Program licensees will receive the highest level priority associated with Root-Cause Analysis and Bug Fix Isolation.

   We will provide an initial response to your request for Root-Cause Analysis and/or Bug Fix Isolation, as applicable, within the period of time specified in the Commercial License Program Insertion Order. Should the response time exceed such period, we will credit you for the month 5% of the base monthly service fee for every business hour thereafter during which you receive no response (up to 100% of your base monthly service fee). Example: If the Technical Support Response Time specified in the Commercial License Program Insertion Order is two (2) business days and we do not respond until four (4) hours after the start of business on the third business day, we will credit you 20% of your base monthly service fee.

   C. Change Management (applicable only to Tier 1 licensees). In the event that we release a new version or major modification of a current version of API Access for the Commercial License Program, we will provide access to and support for the immediately preceding version of API Access for the period of time specified in the Commercial License Program Insertion Order in order to allow you time to migrate to the new or modified version.

3. Exceptions.

Notwithstanding anything to the contrary in the Agreement or this SLA, we shall have no obligation under this SLA, and you are not eligible for the foregoing support services or any credits under this SLA, if (i) you are delinquent in your payments to us under the Commercial License Program or any other Program as of the date when the problem or request occurs, or (ii) the failure or deficiency of the Commercial License Program operations is caused by or attributable to:

• Conditions resulting directly or indirectly from strikes, shortages, riots, acts of terrorism, insurrection, sabotage, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our reasonable control.


• Failure, interruption, or delay of data or telecommunication services, including a provider’s faulty network or error.


• Our or a third-party provider’s scheduled or emergency network maintenance or software/hardware upgrade.


• Our inability to obtain third-party software or hardware.


• Network or Internet security breaches, including virus/worm attach, denial of service, or misuse of service by authorized or unauthorized users.


• DNS or email issues beyond our direct control.


• Failure of your equipment, systems, or operations.


• Your act or omission or the acts or omissions of others.

4. Credit Requests. Notwithstanding anything to the contrary in the Agreement or this SLA, in order to be eligible for a credit request hereunder, your Commercial License Program account must be in good standing with no outstanding charges at the time when the problem or request occurs. You are responsible for documenting and submitting all evidence of the alleged problems. All related claims shall be consolidated into one single claim. Each credit request must be received within five (5) business days of the alleged problem occurrence and must be validated by us. Failure to submit a credit request in timely manner will result in the forfeiture of the claim. We shall determine valid credit requests in our discretion.

   If a request is validated, credit will be applied to an invoice within two billing cycles after our approval of your credit request. Credits are exclusive of any applicable taxes charged to you or collected by us. Notwithstanding anything in this SLA to the contrary, the total amount credited to you will not exceed the base monthly program service fee specified in the Commercial License Program Insertion Order.

1. You may use the Trademarks solely for the purpose authorized herein by us and only in compliance with the specifications, directions, information and standards supplied by us and modified by us in our discretion from time to time. All specific uses of any Trademarks must be approved in advance by us. Approval can be requested by completing the Request for Approval Form attached as Schedule 1 and including complete samples of each proposed use.

2. You agree to: (i) comply with any requirements established by us concerning the style, design, display and use of the Trademarks; (ii) correctly use the trademark symbol (™) or registration symbol (®) with every use of the trademarks, service marks and/or trade names as part of the Trademarks as instructed by us; (iii) use the registration symbol (®) upon receiving notice from us of registration of any trademarks, service marks and/or trade names that are part of the Trademarks.

3. You may not alter or use the Trademarks in any manner that may dilute, diminish, or otherwise damage a Yahoo! Company’s rights or goodwill in any trademarks, trade names and/or service marks that are part of the Trademarks.

4. You may not use the Trademarks in any manner that implies sponsorship or endorsement by a Yahoo! Company of services and products other than those provided by the Yahoo! Companies.

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These Commercial License Program Terms were last updated on July 11, 2007.

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