1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT
1.1 The Yahoo! Directory Submit Service ("Yahoo! Directory Submit" or the "Service"), owned and operated by Yahoo!, Inc. ("Yahoo!"), is provided to you ("you" or "Applicant") under the terms and conditions of this Yahoo! Service Agreement (the "Agreement").
1.2 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
1.3 Yahoo! reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.
2.0 DESCRIPTION OF YAHOO! DIRECTORY SUBMIT SERVICE
2.1 Yahoo! Directory Submit is a fee-based service that allows you to pay for expedited consideration of your web site for possible inclusion in Yahoo!'s directory of web sites (the "Directory"). Inclusion in the Directory is not guaranteed. Subject to the terms below, and in Yahoo!'s sole discretion, if your web site is accepted for inclusion in the Directory through Yahoo! on or after December 28, 2001, then your web site's continued inclusion in the Directory will be subject to an additional review each year and to the applicable, then-current NON-REFUNDABLE recurring annual fee ("Recurring Annual Fee"). You may choose to submit your site for consideration through Yahoo!'s free "Suggest a Site" service. Note: due to the number of free suggestions received, Yahoo! cannot guarantee a response within a particular time period. When you submit through Yahoo! Directory Submit, Yahoo!'s directory team will review your site for compliance with minimum site criteria (see section 3.0 below) and respond to your request for inclusion in the Directory on an expedited basis. In consideration of your payment and participation in Yahoo! Directory Submit in accordance with this Agreement, Yahoo! agrees that its directory team will review you site for possible inclusion in the Directory, and respond to you within seven (7) business days from the date that you submit your site for consideration (excluding holiday periods observed by Yahoo! and any delays due to problems processing your request). Response times are measured on Yahoo!'s mail servers.
2.2 In order for Yahoo! to consider your site for inclusion in the Directory, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the then-current, applicable NON-REFUNDABLE fee for expedited review and response. If your site is included, you agree that each year, your site will be subject to an additional review for minimum site criteria and your credit card will be charged the then-current Annual Fee. Yahoo! reserves the right to remove your site from the Directory for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section 3.0 below.
2.3 If your site offers services on a subscription basis, you must provide Yahoo! a trial password or subscription ID as part of the registration form. The password/subscription ID will be used by Yahoo! solely as part of its evaluation of whether your site meets and maintains the minimum site criteria explained below.
2.4 The current fee for Yahoo! Directory Submit for initial consideration in the Directory is a NON-REFUNDABLE fee of US $299.00 applicable for each web site submitted that does not include adult content and/or services. If you are submitting a site offering adult content and/or services, the applicable fee for initial consideration in the Directory is a NON-REFUNDABLE FEE of US $600.00. All adult sites must be submitted to the most appropriate category under Business and Economy/Shopping and Services/Sex. You acknowledge that the payment of this fee is for consideration of your site AND DOES NOT IN ANY WAY GUARANTEE THAT YOUR SITE WILL BE INCLUDED IN THE DIRECTORY. Your payment only guarantees that Yahoo! will consider and respond to your request within seven (7) business days, by either accepting or not accepting your site. You expressly agree to pay to Yahoo! such fee whether or not your site is accepted or denied inclusion in the Directory. If your web site is accepted for inclusion in the commercial Directory as part of Yahoo! Directory Submit on or after December 28, 2001, then your web site's continued inclusion in the Directory will be subject to an additional annual review for compliance with the minimum site criteria and you agree that your credit card will be charged the then-current Recurring Annual Fee. Subject to Section 1.3 above, the current Recurring Annual Fee is US $299.00 for web sites that do not offer adult content and/or services and is US $600.00 for web sites that do offer adult content and/or services. If Yahoo! is unable to successfully charge your card or if the charge is refused, your site will be removed. IT IS THE APPLICANT'S RESPONSBILITY TO KEEP CREDIT CARD INFORMATION CURRENT.
2.5 NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON YAHOO! OR IN THE DIRECTORY. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.
2.6 Please note that Yahoo! Directory Submit is only open to sites that DO NOT ALREADY EXIST in the Directory. Do not submit your site to the Yahoo! Directory Submit program if your site already appears in the Directory. IF YOU SUBMIT A SITE THAT ALREADY EXISTS IN THE DIRECTORY THROUGH YAHOO! DIRECTORY SUBMIT, YOUR CREDIT CARD WILL BE CHARGED THE THEN- CURRENT, APPLICABLE FEE FOR EXPEDITED REVIEW. Nor should you submit change requests to the Yahoo! Directory Submit program. If you need to make a change to your listing in the Directory (this includes changing the URL, title, and/or description of the existing site), you must use the change form, NOT Yahoo! Directory Submit. IF YOU SUBMIT CHANGE REQUESTS THROUGH YAHOO! DIRECTORY SUBMIT, YOU WILL BE CHARGED THE THEN-CURRENT, APPLICABLE FEE FOR EXPEDITED REVIEW, AND THE CHANGES YOU SUBMIT WILL NOT BE MADE.
2.7 YOUR REPRESENTATIONS REGARDING YOUR SITE
You represent and warrant that the site you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the site submitted for consideration comply with all applicable laws and regulations.
3.0 MINIMUM SITE CRITERIA
3.1 All web sites submitted to Yahoo! Directory Submit must meet the following minimum criteria:
THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND YAHOO!, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING, OR REMOVING A SITE.
4.0 SELECTION AND LISTING OF SITES
4.1 Yahoo! reserves the right to decide whether, where, and how a site is listed in the Directory. If Yahoo! accepts your site for inclusion in the Directory, Yahoo! will consider your preferences, but reserves the right to list your site in any category or subcategory as Yahoo! deems appropriate, in its sole discretion. Yahoo! reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory.
4.2 Yahoo! also reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site. Please note: Yahoo! Directory does not accept listings for online gambling sites and prescription drug sites. Online gambling sites are those that have gambling as their central theme, including those that accept wagers or require payment in exchange for the chance to win prizes, as well as sites that offer both information and links related primarily to the promotion of online gambling. Prescription drug sites are those that sell prescription drug products, as well as sites that offer information or links related primarily to the sale of prescription drugs.
4.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Yahoo! in writing. Yahoo! reserves the right to withhold approval of any public announcement in its sole discretion.
5.1 Yahoo! will contact Applicant by email describing whether the site has been accepted or rejected. If the site is rejected, Applicant is entitled to request one reconsideration, or appeal, of the site at no additional charge by sending an email to the address provided by Yahoo!. Yahoo! must receive the Applicant's email within thirty days from the date that Yahoo! transmits the rejection email to the Applicant. If the request is timely received, Yahoo! will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Directory. If Yahoo! reaffirms its denial of the site, no further appeals or submissions will be considered.
5.2 If Yahoo! accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by Yahoo!. Yahoo! must receive the Applicant's email within thirty days from the date that Yahoo! transmits the acceptance email to the Applicant. If a timely request is received, Yahoo! will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Directory, if Applicant makes any substantial changes to the site, Applicant must comply with Yahoo!'s standard change process form to make any changes to the listing in the Directory.
6.1 If you wish to terminate participation in the Yahoo! Directory Submit program, you must send a notice to Yahoo as set forth in Section 11, "Notices," below. Please state that you wish to terminate your site's inclusion in the Yahoo! Directory and from Yahoo! Directory Submit. To avoid your credit card being billed for the Recurring Annual Fee, requests for termination must be received by Yahoo! at least five (5) business days before the end of the year that you intend to be your last year of participation. The "end of the year" is defined as 365 days from the date that your web site was added to the Yahoo! Directory as noted on the confirmation emailed to you at that time. Once Yahoo! receives such notification from you, your participation in the Yahoo! Directory Submit program will cease, and your listing will be removed at the end of the year. If you request that your listing be removed before the end of a year for which you have pre-paid the Recurring Annual Fee, you agree that Yahoo! will not be required to refund any portion of such fee.
7.0 APPLICANT PRIVACY
7.1 Yahoo! maintains information about Applicant on Yahoo! servers, including but not limited to Applicant's registration information. Applicant agrees that Yahoo! may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Yahoo! may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Yahoo! or others; provided, however, that nothing in this section shall impose a duty on Yahoo! to make any such disclosures.
7.2 Yahoo! may contact Applicant regarding Yahoo! Directory Submit using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Yahoo!'s advertisers.
Applicant agrees to indemnify, defend and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. Yahoo! reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.
9.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
9.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
9.2 YAHOO!, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF YAHOO! IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, YAHOO!'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR YAHOO!'S CONTINUED LISTING OF A SITE IN THE DIRECTORY.
9.3 YAHOO!'S LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO YAHOO! UNDER THIS AGREEMENT.
10.0 FORCE MAJEURE
10.1 Yahoo! is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.
11.1 Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Yahoo!, such notices shall be addressed to email@example.com or to Yahoo! Directory Submit Producer at 701 First Avenue, Sunnyvale, California, 94089, USA. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that Yahoo is notified of any changes to Applicant's address as specified in this Section.
12.0 ENTIRE AGREEMENT
13.1 The Agreement and the relationship between Applicant and Yahoo! are governed by the laws of the state of California, U.S.A., without regard to that state's conflict of laws rules. Applicant and Yahoo! hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California for the resolution of disputes arising from or in connection with this Agreement. Yahoo!'s failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California within one (1) calendar year after such claim or cause of action arose or be forever barred.
13.2 The section titles in the Agreement are for convenience only and have no legal or contractual effect.