Introduction and Definitions.
Welcome to Yahoo!. As used in these Terms of Use (defined below), the following capitalized terms have the meanings ascribed to them as follows:
“Mobile Widget” means a software module developed in accordance with these Terms of Use and capable of operating on the Yahoo! Mobile Widget Platform that enables users to access certain content and/or services from such software module.
“Yahoo! Mobile Widget Platform” means the software platform developed and hosted by Yahoo! on which Mobile Widgets operate.
“Yahoo! Mobile Widget Gallery” means Yahoo!’s online gallery featuring Yahoo! developed and third party developed Mobile Widgets from which users may access and use such Mobile Widgets.
“Yahoo! Mobile Widget SDK” or “SDK” means, collectively, any software code, documentation, instructions, tutorials, testing environments and tools, APIs, files and other materials Yahoo! makes available to you to enable your development of Mobile Widgets.
These Yahoo! Mobile Widget Developer Terms of Use (“Developer TOU”), which incorporate by reference the Yahoo! Terms of Service ("TOS") (collectively, the “Terms of Use”) govern your access to and use of the SDK. If you disagree with any of the provisions in these Terms of Use, then Yahoo! does not grant you a license to access or use the SDK. Yahoo! can update and change these Terms of Use at any time, without notice to you. Your access to and/or use of the SDK after any such change means you accept such change. At any time you can review the most current versions of the TOS at: http://info.yahoo.com/legal/us/yahoo/utos/utos-173.html, and the Developer TOU at http://info.yahoo.com/legal/us/yahoo/.
SDK License Grant, Restrictions and Requirements.
2.1 All rights not expressly granted to you in these Terms of Use are reserved by Yahoo!, its licensors or their respective owners. Yahoo! grants you the right to access and use the SDK solely for the purpose of developing Mobile Widgets, subject to the limitations and restrictions set forth in these Terms of Use.
2.2 You are solely responsible for developing your Mobile Widgets, and for any content or services that you display, transmit, make available, or distribute via your Mobile Widgets. You are also solely responsible for supporting users of your Mobile Widgets and for providing and enforcing terms, policies and restrictions applicable to your Mobile Widgets with such users.
2.3 You may not sell, lease, share, transfer, reverse engineer, derive the source code of, decompile, or sublicense the SDK or any portions thereof, or any access or access codes thereto.
2.4 While you may communicate generally to the public about your Mobile Widgets, you must do so truthfully, and you may not use the Yahoo! trademarks, service marks, or logos in connection with your Mobile Widgets, or otherwise give the general public the impression that any of your Mobile Widgets are created, endorsed, or sponsored by Yahoo!.
2.5 You may provide technical and other evaluation and feedback to Yahoo! concerning the Yahoo! Mobile Widget Platform, Yahoo! Mobile Widget Gallery, and SDK (“Feedback”). You shall not provide any Feedback to Yahoo which consists of proprietary or confidential information for which you do not have the right to share with Yahoo!. Any Feedback you provide to Yahoo! will be subject to the license terms set forth in Section 3 of these Terms of Use.
2.6 You MAY NOT use the SDK to develop Mobile Widgets or otherwise use the SDK:
(i) in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, phishing, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons or accessories;
(ii) in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
(iii) to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake. You understand that the Yahoo! Mobile Widget Platform is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Yahoo! is not responsible;
(iv) in the following ways: to sell, lease, share, transfer, or sublicense the SDK or the Yahoo! Mobile Widget Platform, or access or access codes thereto, or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise, without Yahoo!'s prior, express, written permission; or
(v) in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with these Terms of Use, or the Yahoo! Mobile Widget Platform requirements, or guidelines, as determined by Yahoo! in its sole discretion.
2.7 You SHALL do the following:
(i) If your Mobile Widget will access, store, copy, distribute, or otherwise use personal information of users, such as users’ log-in identifications, email addresses, or any information or files stored or created by a particular user on an Internet service or website, you must (a) notify each user of your Mobile Widget of how the user’s personal information will be collected, stored, and used by you and your Mobile Widget, and (b) collect, store, and use such personal information in a manner that respects and safeguards the user’s privacy. You must also post your privacy policy in a manner that is easy for your Mobile Widget users to access.
(ii) You represent and warrant to Yahoo! that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute any content in or made available via your Mobile Widgets, and that any such content and your Mobile Widgets shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), and shall comply with all applicable laws.
(iii) If Yahoo! notifies you that any of your Mobile Widgets have infringed upon any third party rights or is not in compliance with relevant laws, you will remove or disable access to such Mobile Widgets immediately.
(iv) You shall truthfully represent at all times what your Mobile Widgets will do for users, and what your Mobile Widgets will do with user data.
Ownership and Intellectual Property
Yahoo! and its licensors own all right, title, and interest in and to the SDK and the Yahoo! Mobile Widget Platform, which may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Yahoo!'s and its licensors’ rights apply to the SDK, the Yahoo! Mobile Widget Platform and all associated output and executables. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Service. Yahoo! will have a perpetual, worldwide, irrevocable, sublicensable, and royalty-free license to utilize, modify, and distribute your Feedback, as well as incorporate such Feedback into the SDK, Yahoo! Mobile Widget Gallery, and/or Yahoo! Mobile Widget Platform or versions thereof. However, you agree that Yahoo’s incorporation of Feedback into such offerings does not grant you any proprietary rights therein. Other than the license grant expressly set forth herein, these Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by Yahoo!.
Term and Termination.
These Terms of Use continue until terminated by either party. You may terminate these Terms of Use at any time by discontinuing your use of the SDK and by destroying all your copies thereof. These Terms of Use terminate automatically if you violate any term hereof, Yahoo! publicly posts a written notice of termination on Yahoo!'s web site, or Yahoo! sends a written (including email or text message) notice of termination to you directly. Your obligations in these Terms of Use survive any termination of these Terms of Use.
Disclaimer of Warranties.
THE SDK IS EXPERIMENTAL. YAHOO! DOES NOT REPRESENT OR WARRANT THAT ANY PORTION OF THE SDK IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.
THE SDK IS PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND YAHOO! EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT.
YOUR USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SDK, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA OR DAMAGE TO YOUR OR ANY OF YOUR MOBILE WIDGET USERS’ COMPUTER SYSTEMS OR SOFTWARE.
Limitation of Liability.
YAHOO! SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SDK, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT YAHOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL YAHOO! BE LIABLE TO YOU FOR ANY AMOUNT.
Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 5 AND 6 MAY NOT APPLY TO YOU.
Release and Waiver.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against Yahoo! and its subsidiaries, affiliates, officers, employees, agents, licensors, co-branders, distribution partners or other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of the SDK. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Hold Harmless and Indemnity.
To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Yahoo! and its subsidiaries, affiliates, officers, employees, agents, licensors, co-branders, distribution partners or other partners from and against (i) any breach by you of a warranty or representation set forth herein, and (ii) any third party claim arising from or in any way related to your use of the SDK, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Yahoo! shall use good faith efforts to provide you with written notice of such claim, suit or action.
General Terms.
10.1 Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of these Terms of Use, you and Yahoo! shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Yahoo!, express or implied, and you shall not attempt to bind Yahoo! to any contract.
10.2 Invalidity of Specific Terms. If any provision of these Terms of Use 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 the other provisions of such documents remain in full force and effect.
10.3 Location of Lawsuit and Choice of Law. These Terms of Use and the relationship between you and Yahoo! shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Yahoo! agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California.
10.4 No Waiver of Rights by Yahoo!. Yahoo!'s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.
10.5 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the SDK or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
10.6 Miscellaneous. The section headings and subheadings contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect these Terms of Use. Any construction or interpretation to be made of these Terms of Use shall not be construed against the drafter. These Terms of Use and any documents incorporated herein by reference constitute the entire agreement between Yahoo! and you with respect to the subject matter hereof superseding any prior agreements between you and Yahoo! with respect to the SDK. In the event of any inconsistency between the Developer TOU and the TOS, the Developer TOU shall control, except to the extent that the TOS impose additional restrictions and liabilities on your actions.
Version date: December 28, 2007
