1.0 ACKNOWLEDGMENT AND ACCEPTANCE
1.1 These Yahoo! Local Listings Terms of Service ("TOS") are between you ("you" or "your") and Yahoo! Inc. and its affiliates ("Yahoo!") and consist of the most recent versions of the terms and conditions of the TOS, the Yahoo! Terms of Service, and Yahoo!'s applicable policies and guidelines for the Yahoo! Local Listings service (the "Guidelines," as further described below in Section 3.1) (all together, the "Terms"). The Yahoo! Terms of Service and the Guidelines are incorporated herein by reference. Any person or entity acting on your behalf shall also be bound by the Terms and you agree to be responsible for such person's or entity's actions.
1.2 BY CLICKING THE "I AGREE, PLACE ORDER" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU HAVE PROVIDED TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS) AS PROMPTED BY THE SERVICE REGISTRATION FORM, THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO AND PERFORM UNDER THE TERMS AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND TO COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS.
1.3 Yahoo! reserves the right, in its sole discretion, to update, change, add or remove all or part of the Terms from time to time with or without notice to you. You can find the most recent version of the TOS at http://info.yahoo.com/legal/us/yahoo/locallisting/, the most recent version of the Guidelines at the URL listed in Section 3.1 and the most recent version of the Yahoo! Terms of Service at http://info.yahoo.com/legal/us/yahoo/utos/utos-173.html. Regardless of whether Yahoo! has provided you notice, your continued use of the Service (as defined in Section 2.1 below) following Yahoo!'s notice or posting of changed Terms will constitute your acceptance of such changes. It is your responsibility to check regularly for changes to the Terms and ensure that any contact, billing or payment information you provide to Yahoo! is updated and correct.
2.0 DESCRIPTION OF THE YAHOO! LOCAL LISTINGS SERVICE
2.1 Yahoo! Local Listings (the "Service") is a service provided by Yahoo! to serve the needs of businesses. Business owners who sign up for the Service may submit an enhanced business listing (an "Enhanced Listing")--including photos, enhanced web links, and searchable business descriptions, in addition to other information that is valuable to the user--for consideration for placement in a searchable Yahoo! database.
2.2 Enhanced Listings may be made available for distribution and use on the Yahoo! network and various Yahoo! authorized or Yahoo! affiliate authorized third party sites (the "Yahoo! Distribution Network Entities"). You agree that Yahoo! may display your Enhanced Listing or portions thereof in forms such as search results, listing comparisons, reviews and other placements that may be made available from time to time. Provision of your Enhanced Listing and use of the Service is subject to your compliance with the Terms. For clarity, the Service is a "Service" under the Yahoo! Terms of Service.
2.3 To participate in the Service, you must have a Yahoo! ID. If you do not yet have a Yahoo! ID, you will be prompted to create one during the registration process. You are responsible for keeping your Yahoo! ID, password and other Service account information confidential. You agree to notify Yahoo! immediately of any actual or suspected unauthorized use of your Yahoo! ID, password or access to the Service.
3.0 PROVISION OF YOUR ENHANCED LISTING
3.1 Your Enhanced Listing must comply with the Guidelines set forth at http://help.yahoo.com/help/us/performance/customer/local/local-01.html. It is your responsibility to keep backups of all Enhanced Listings as Yahoo! is not responsible for the loss of any Enhanced Listings for any reason.
3.2 All listings submitted to the Service must meet the following minimum criteria:
Additionally, Yahoo! expressly prohibits any impermissible activities through the Service or your Enhanced Listing, including but not limited to: (a) listing businesses with inappropriate or inaccurate information; (b) multiple listings of identical businesses; (c) multiple submissions of identical Enhanced Listings under different Yahoo! ID's, aliases or accounts; or (d) any other fraudulent activity or purpose. Yahoo! may immediately terminate the TOS if Yahoo! suspects that you are engaged in any impermissible activities through the Service. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND YAHOO!, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING OR REJECTING AN ENHANCED LISTING.
3.3 Yahoo! reserves the right to decide whether, where, and how an Enhanced Listing is displayed hereunder. Yahoo! will have the right, but not the obligation, to review the contents of your Enhanced Listing. Your Enhanced Listing will be categorized into the appropriate Yahoo! Local category(ies) chosen by you (from categories provided by Yahoo!), and will be placed in a geographic area by Yahoo! based on the listing address provided by you. Yahoo! reserves the right at any time to categorize or re-categorize any listings, as determined solely by Yahoo! in its reasonable discretion. Incorrectly categorized Listings may be terminated without refund or recategorized. NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO PLACE YOUR LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE. It is your responsibility to keep backups of all Enhanced Listings, as Yahoo! is not responsible for the loss of any Enhanced Listings for any reason. You acknowledge and agree that Yahoo! has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, guidelines, features and other elements of the Service and any section of the Yahoo! network or Yahoo! Distribution Network Entities' sites, including any pages on which your Enhanced Listing may be displayed or delivered, or linked to or from.
3.4 You hereby grant to Yahoo!, its affiliates and Yahoo! Distribution Network Entities a non-exclusive, worldwide, royalty-free license to use, reproduce, reformat, publicly display, publicly perform and electronically distribute your Enhanced Listing or portions thereof (including any content, images, technology, trademarks, or other brand features contained therein) during the Term for the purposes of (a) displaying and promoting you and your Enhanced Listing; and (b) providing features and functionality of Yahoo!, its affiliates, and the Yahoo! Distribution Network Entities, including but not limited to the right to incorporate your Enhanced Listings into a searchable database. Yahoo! will have the right, but not the obligation, to review your Enhanced Listing. Yahoo! reserves the right to immediately cancel or reject, without notice, any Enhanced Listing, or suspend your access to the Service and terminate the TOS and your Yahoo! ID (including email), at any time for any reason whatsoever (including but not limited to the belief by Yahoo! that the Enhanced Listing or any information included in an Enhanced Listing may subject Yahoo! to criminal or civil liability). Nothing herein will limit Yahoo!'s right to use any information or data that is in the public domain or that is publicly accessible.
3.6 You acknowledge and agree that Yahoo! has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, guidelines, features and other elements of the Service and any section of the Yahoo! network or Yahoo! Distribution Network Entities' sites, including any pages on which your Enhanced Listing may be displayed or delivered, or linked to or from.
4.0 PAYMENT TERMS
4.1 By clicking on the "I Agree, Place Order" button on the order confirmation form, you authorize Yahoo! to charge your credit card the monthly fee for the corresponding Yahoo! Local listing category(ies). No part of this amount is creditable or refundable. YOU ACKNOWLEDGE AND AGREE THAT THE CHARGE OF YOUR CREDIT CARD DOES NOT IN ANY WAY GUARANTEE THE ACCEPTANCE OR DISPLAY OF YOUR ENHANCED LISTING OR PORTIONS THEREOF IN ANY FORM, OR ANY MEASURE OF PERFORMANCE OR SUCCESS OF YOUR LISTING.
4.2 In order for Yahoo! to consider your listing, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged (a) the current monthly fee on the date that you submit your listing for the corresponding Yahoo! Local listing category(ies), and (b) the current monthly fee on the same day of each subsequent month during the term of this Agreement. All fees are non-refundable and non-creditable. Yahoo may change its fees upon notice to you.
4.3 You authorize Yahoo! to automatically charge your credit card each month the applicable monthly fee. You: (a) must keep your credit card information current; (b) authorize Yahoo! to store your credit card and billing information; (c) authorize Yahoo! to automatically charge your credit card each month; and (d) agree that your authorization is valid until the termination of the TOS by you or Yahoo! or until your credit card expires. If at any time Yahoo! is unable to successfully charge your credit card or the charge is refused, the display of your Enhanced Listing may be suspended by Yahoo!
4.4 If the display of your Enhanced Listing is suspended pursuant to Section 4.3 above, you will need to re-authorize Yahoo! to charge your credit card at least the then-current minimum charge to re-enable the display of your Enhanced Listing.
4.5 You acknowledge and agree that the usage statistics provided by Yahoo! are the official, definitive measurements of a click delivery. All such usage statistics are Yahoo! Confidential Information, which must be treated by you in accordance with Section 8 below.
5.0 TERM AND TERMINATION
5.1 The initial term of the TOS will be for a period of one (1) month commencing on the date that you click the "I AGREE, PLACE ORDER" button to the TOS, or any longer period of time indicated during your registration for the Service (the "Initial Term") and will automatically renew for successive monthly periods (collectively, the "Term") at renewal rates applicable at the time, unless terminated by either party according to the terms of Sections 5.2 or 5.3 below--provided, however, that to qualify for each renewal the listing must, at the time of renewal, be in substantial compliance with the material terms and conditions of the Terms. Yahoo! shall have the right, but not the obligation, to review the listing for compliance with the Terms as part of the renewal process, or at any time.
5.2 Either party may immediately terminate the TOS at any time, in its sole discretion; provided, if Yahoo! is the terminating party, then notice will be provided to you in the manner described in Section 13 and the termination will be effective upon your receipt of such notice. If you are the party terminating, then you must complete the online process for termination set forth at http://ordering.yahoo.com and termination will be effective when your request is completely processed. Your Yahoo! ID and password will be required for you to complete the online termination process, and it is your responsibility to remember these. If termination of the TOS takes place prior to the end of a pre-paid month, cancellation of the Service will not take effect until the end of that month and you will not receive a refund. You authorize Yahoo! to keep and use during and after the Term, in accordance with Section 6 below, a record of any information related to your use of the Service.
5.4 If your Yahoo! ID is terminated for any reason, the TOS and your access to the Service will also be terminated pursuant to section 5.3.
5.5 The provisions of Sections 3.5, 5.2, 6, 8, 9, 10, 11, 12, 13 and 14 and this section 5.5 will survive any termination or expiration of the TOS.
6.0 PRIVACY AND COMMUNICATIONS
6.2 As part of your registering for the Service, you agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding your account with Yahoo!, updates to the Service and your Enhanced Listing. In order to opt-out of receiving such communications you must cancel the Service.
6.3 As part of the Service, you agree to receive the first of an ongoing series of product update communications related to the Service ("Product Updates"). Product Updates may include information about new or updated product features, enhanced functionality, new pricing categories, additional distribution opportunities, or related products and services. Upon receipt of this first Product Update, you will have the opportunity to opt-out of future Product Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication. Please note that you may also visit your Yahoo! Marketing Preferences page at any time to manage your communication preferences for other optional communication categories.
7.0 RATINGS. Please note that Yahoo! enables users to rate and provide written reviews on you and your services or products, which ratings and reviews will be publicly displayed. By participating in the Service, you agree to be subject to such rating and review features.
8.0 CONFIDENTIALITY. Except as otherwise expressly provided herein, each party agrees not to disclose Confidential Information of the other party without prior written consent. "Confidential Information" means any confidential, proprietary or trade secret information relating to the Terms or disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term including business, financial or technical information that is not (a) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (b) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (c) lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (d) independently developed by the Receiving Party; or (e) required or reasonably advised to be disclosed by law as long as the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of the Confidential Information.
11.0 LIMITATION OF LIABILITY. YAHOO!, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND YAHOO! DISTRIBUTION NETWORK ENTITIES WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL 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!, ITS AFFILIATES OR YAHOO!'S DISTRIBUTION NETWORK ENTITIES ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, YAHOO!'S ACCEPTANCE, REJECTION, REMOVAL, OR CANCELLATION OF AN ENHANCED LISTING, YAHOO!'S PUBLICATION OF AN ENHANCED LISTING, USERS CLICKING ON AN ENHANCED LISTING AND ACCESSING THE LINKED WEB SITE, OR USERS RATING OR PROVIDING PUBLICLY DISPLAYED REVIEWS ON YOU OR YOUR SERVICES OR PRODUCTS. YAHOO!'S, ITS AFFILIATES' OR A YAHOO! DISTRIBUTION NETWORK ENTITY'S LIABILITY TO YOU WILL NOT, FOR ANY REASON, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO YAHOO! UNDER THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12.0 OWNERSHIP. You acknowledge and agree Yahoo! is the exclusive owner of the Yahoo! network and the Service, including, without limitation, any and all intellectual property or proprietary rights therein.
13.0 NOTICES. Any notices or communications under the TOS to you will be addressed to the electronic address specified in your Service registration form or mailing address specified in your Service registration form, as you may update such information from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail and three days after mailing in the case of standard written mail. If to Yahoo!, such notices shall be addressed to firstname.lastname@example.org, or to such other address as Yahoo! may provide to you.14.0 GENERAL. The Terms and the relationship between you and Yahoo! are governed by the laws of the state of California without regard to its conflict of law provisions. Any dispute or claim arising out of or in connection with the Terms will be adjudicated either 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. Yahoo!'s failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. If any provision of the Terms 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 agree that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, to the Terms, or to your Enhanced Listing must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may not resell, assign or transfer any of your rights or obligations under the Terms to any other entity without Yahoo's express written permission. Neither party to the Terms will be liable to the other for any delay or failure in performance under the Terms resulting directly or indirectly from acts of nature or causes beyond its reasonable control. The section titles in the TOS are for convenience only and have no legal or contractual effect. Any and all press releases and other public announcements related to your participation in the Service must be approved in advance by Yahoo! in writing. The Terms constitutes the entire agreement between the parties with respect to the Service and supersede all previous proposals, both oral and written, representations, writings, and all other communications between the parties. In the event that the terms and conditions of the TOS conflict or are inconsistent with the Guidelines or the Yahoo! Terms of Service, the terms and conditions of the TOS will be deemed to control.