TERMS – GENERAL DESCRIPTION AND ACCEPTANCE OF TERMS
Welcome to Yahoo! Search BOSS (the “Services”), which offers a suite of Yahoo! Inc.’s search technology services delivering algorithmically-derived Internet search results (“Web Search Results”), when made available by Yahoo!, in response to Queries provided by a user. This Yahoo! Search BOSS Terms of Use (“TOU”) is a binding agreement between Yahoo! Inc. (“Yahoo!”) and You and, if applicable, the company or other legal entity You represent (collectively, "You" or “Your”). This TOU incorporates by reference (1) the Yahoo! Terms of Service ("TOS") and (2) any applicable guidelines or requirements, technical, operational, or otherwise (“Guidelines”), relating to the Services, including but not limited to the requirements here, as may be published by Yahoo! from time to time.
By requesting an Application ID or, if applicable, downloading Services-related materials such as software, or accepting any modification to this TOU in accordance with Section 1(c) below, You agree to be bound by the terms and conditions of this TOU. If You are entering into this TOU on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to this TOU, in which case “You” or “Your” shall mean such entity. If You do not have such authority, or if You do not agree with the terms and conditions of this TOU, You must not request an Application ID, and You may not use the Services or any Services-related materials.
Yahoo! reserves the right to update and change, from time to time, this TOU and all documents incorporated by reference. Any revised terms shall be effective upon posting (unless expressly stated otherwise at the time of posting). If any modification is unacceptable to You, Your only recourse is to stop using the Services. Your continued use of the Services following any posted update or change will constitute Your binding acceptance to the update or change. You can always find the most recent version of this TOU here and the most recent version of the TOS at the URL indicated above. In the event of any inconsistency between this TOU and the TOS, this TOU shall control.
THE SERVICES/LICENSE
You are permitted to use the Services only for the purpose of incorporating and displaying Web Search Results from such Services as part of a Search Product deployed on your Web site (“Your Offering”). A “Search Product” means a service which provides a response to a request in the form of a search query, keyword, term or phrase (each request, a “Query”) served from an index or indexes of data related to Web pages generated, in whole or in part, by the application of an algorithmic search engine.
During the Term and subject to Your compliance with this TOU, Yahoo! grants to You a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license to access the Services, and use and display Links and Web Search Results on Your Offering, solely for purposes contemplated in this TOU. This license includes the limited, non-assignable, non-sublicensable right to use and reproduce, without right of distribution, the software code and/or URLs that allow You to create Links and receive Web Search Results, only for internal purposes that support Your implementation of the Services on Your Offerings. As used in this TOU, “Services” includes this software code and URLs, and any other Services-related material supplied by Yahoo!, but excludes any other service (such as other data services) or software supplied by your or others which You may be using in conjunction with the software code, URLs or Services.
You may not sell, resell, redistribute, sublicense, or transfer (i) all or any portion of the Services, or (ii) Your Offering to the extent that they are using the Services or that incorporate any Web Search Results. For example, You may not use Your Offering on or within any other offering, application, platform, website or service of a third party where such third party requires You to sublicense or give any other rights to the Services or Yahoo! properties to such third party or any other person. If You wish to sell, resell, redistribute, sublicense or transfer any Services or Web Search Results in connection with Your Offering, You must obtain Yahoo!’s prior written approval.
REQUIREMENTS
Application ID. You shall use instructions provided to place application identification information (”Application ID”) into any offering You develop that incorporates or makes any use of the Services. You may only create a single Application ID per offering and such Application ID must accompany all web services requests coming from Your Offering. You can sign up for an Application ID at http://developer.yahoo.com/wsregapp/. You must provide accurate identification, contact, and other information required as part of the registration process. You SHALL NOT create any script or other automated tool that attempts to create multiple application IDs. You are fully responsible for all activities that occur under Your account identifiers, regardless of whether such activities are undertaken by You or a third party. Application IDs are for Your personal use only, and You may not sell, transfer, sublicense or otherwise disclose Your private key to any other party.
You will comply with all Guidelines published by Yahoo!, including data field use requirements as made available by Yahoo! and updated by Yahoo! from time to time. You acknowledge that Yahoo! may change, deprecate or republish APIs and associated requirements for the Services or feature of the Services from time to time; You are responsible to ensure that calls to any Services are compatible with then-current APIs for the Services.
You agree to provide information and/or other materials related to Your Offering as reasonably requested by Yahoo! to verify Your compliance with this TOU, and further agree that Yahoo! may crawl or otherwise monitor Your Offering for the purpose of verifying Your compliance.
You will include in the user interface of Your Offering at least one of the following implementations of the Service (each, a “Link”): (i) a field or graphical area that accepts typed-in text (i.e., a “Search Box”) enabling a user to enter a Query (ii) words that are displayed in the form of hyperlinks, that generate a Query comprising when clicked on or used by a user (a “Hyperlink”); or (iii) a method that sufficiently elicits a user’s specific intent to initiate or refine a certain Query. You will use the Links to initiate a Query to the Services, in response to which Web Search Results are served from Yahoo!. You will not request Web Search Results by any means except such Links, and will not place Links or Web Search Results on any location except for the Your Offering.
You must at all times maintain full possession or control of any cached Web Search Results.
You acknowledge that any changes to the presentation or adjustments, reordering, or reranking of Web Search Results may affect relevance or performance, and is part of the sole and exclusive responsibility You undertake for Your Offering.
RESTRICTIONS
Yahoo! may suspend or throttle Services until Yahoo! believes the number of Queries will not exceed capacity limitations. Yahoo! reserves the right to change in its sole discretion the limits and measurement period used for projected Queries, for example, where doing so will allow Yahoo! to better manage network capacity.
You will not, will not attempt, or will not permit or take actions designed to enable other third parties to: (i) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ii) reverse engineer or otherwise discover the architecture and technology behind Yahoo!’s web crawl, index, search, ranking systems, or any other aspect of the Web Search Results or Services; (iii) perform any analysis, reverse engineering or processing of the Web Search Results or any correlation with other data sources that could be used to determine or infer personally identifiable information of any Yahoo! user; (iv) access or use the Services for the purpose of aggregating, analyzing, extracting, or repurposing any Yahoo! branded properties; (vi) use the Services, including the display of Web Search Results in connection with any of the Prohibited Offering set forth in Section 5.
PROHIBITED OFFERINGS
You will not, and will not permit or take actions designed to enable other third parties to, operate any service or provide any product or offering that: (a) constitutes, promotes, facilitates, or permits to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, 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, adult or child 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 or gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories; (b) includes, promotes or facilitates illegal or unauthorized activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) engages in deceptive practices such as spamming, posing as another service for the purposes of phishing, pharming or other illegal or unsolicited marketing activities; (d) constitutes, includes, distributes, shares, or facilitates the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; (e) violates, misappropriates, or infringes the rights (such as rights of privacy, publicity, or intellectual property rights) of any third party; (f) constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including without limitation, software, algorithms, or other data that is subject to export laws.
RESPONSIBILITY FOR YOUR SEARCH OFFERING
You are solely responsible, and Yahoo specifically disclaims all liability, for Your Offering, any content (text, graphical, software or otherwise) or other service displayed in or through, accessed via or related to Your Offering (“Your Content”), and any use, display or implementation of Links and Web Search Results made available to You under this TOU, including without limitation, any combination of Web Search Results or Links with Your Content. Specifically, You shall, without limitation, be solely responsible for: (a) development, operation, and maintenance of Your Offering; (b) the accuracy and appropriateness of any materials posted on or within Your Offering; (c) the accuracy and delivery of the Queries to Yahoo, including assuring that the Queries delivered do not violate this TOU; (d) ensuring that any materials (Your Content, Links, Web Search Results) on Your Offering are not illegal or displayed in a manner that does not comply with applicable law or Your own policies (including its privacy policy), and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) complying with any obligations under applicable law to remove materials (e.g., Your Content, Web Search Results) from Your Offering, and maintaining and performing a process under which requests to remove materials are addressed and resolved; (f) ensuring that Your Offering accurately and adequately discloses, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from users, including, where applicable, that third parties (including advertisers) may serve content and collect information directly from users of Your Offering and may place or recognize cookies on users’ browsers; (g) any of Your users’ or customers’ claims or other customer care issues relating to Your Offering, Your Content, Links, or Web Search Results, or any other services utilized in connection with Your Offering; (h) maintaining licenses and adhering to the license or other terms of any software or services run by You. Further, You are solely responsible for complying with all legal process served upon You or Yahoo by private litigants or government agencies seeking the disclosure of information relating to, displayed on, or stored for purposes of display on Your Offering, including user information, Web Search Results or Your Content. You are also solely responsible for all costs associated with processing such requests. In responding to such requests, You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the disclosure of data related to the Services. Nothing in the preceding three sentences shall be construed to limit Yahoo!’s ability to independently manage the Services and information that are part of the Services provided to You.
SERVICE DOWNTIME
You acknowledge that: (i) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) Yahoo! shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit Yahoo! to conduct maintenance or make modifications to any part of the Services; (b) in the event of a denial of service attack or other attack on the Services or other event that Yahoo! determines, in its sole discretion, may create a risk to the applicable Services, to You or to any of Yahoo!’s users if the Services were not suspended; or (c) in the event that Yahoo! determines that any Service is prohibited by law or Yahoo! otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Without limitation to Section 13, Yahoo! shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension.
NO ATTRIBUTION
You shall not refer to the Services, or use or display any Yahoo! trademarks, service marks, logos or other Yahoo!-related branding in connection with any Links or Web Search Results or in any other manner, except where expressly and specifically authorized by Yahoo! in writing.
You shall not issue a press release or other written public statement regarding this TOU without Yahoo!’s written approval; Yahoo! may list You as a user of Yahoo! Search BOSS.
You understand and acknowledge that Yahoo! is not certifying nor endorsing, and has no obligation to certify or endorse, any aspect of Your Offering or Your Content.
FEES AND PAYMENT
Yahoo! does not prohibit Your use of third party products or services in connection with the Services, so long as You are in compliance with this TOU. Yahoo! reserves the right, in its sole discretion, to charge fees for use of or access to some or all of the Services made available by Yahoo!. If Yahoo! decides to charge fees for Services, such fees and additional terms and conditions will be disclosed to You prior to the effective date when such fees or requirements would be imposed.
OWNERSHIP; RESERVATION OF RIGHTS
As between Yahoo! and You, all right, title and interest in the Services and any information provided via or in connection therewith are exclusively owned by Yahoo! or its licensors. Except to the extent expressly granted in Section 2, nothing in these Terms shall be construed as granting any intellectual property rights, licenses, forbearances, or any other interest or obligation of any kind from Yahoo!, whether by express grant, implication, exhaustion, estoppel, or otherwise.
INDEMNITY
You agree to indemnify, defend and hold harmless Yahoo!, Yahoo!’s affiliates, subsidiaries and licensors, and each of their respective employees, officers, directors, agents and representatives, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising from or in connection with (i) Your use of the Services in violation of this TOU, (ii) Your use, display, or modification of the Web Search Results; (iii) Your Offering, Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Offering and/or Your Content, (iv) Your breach of any term or condition of this TOU, or (v) You or Your employees' or personnel's negligence or willful misconduct.
DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY RELATED MATERIALS) WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SERVICES OR ANY ASSOCIATED SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YAHOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR (iii) ANY OTHER MATTER RELATING TO THE SERVICES (INCLUDING ANY MATERIALS MADE AVAILABLE BY YAHOO! RELATED TO THE SERVICES). 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 MAY NOT APPLY TO YOU.
TERM AND TERMINATION
The term of this TOU ("Term") will commence, once You agree to the terms and conditions of this TOU by applying for an Application ID or initiating a download of any materials related to the Services. The TOU will remain in effect until terminated by You or Yahoo! in accordance with this Section.
You may terminate this TOU for any reason or no reason at all, at Your convenience, by (a) discontinuing use of the Services for more than 60 days, or (ii) closing Your account to the extent which Yahoo! provides an account closing mechanism.
This TOU terminates automatically if (i) You violate any term of this TOU, (ii) Yahoo! publicly posts a written notice of termination on Yahoo!'s Web site, (iii) Yahoo! sends a written notice of termination to You, or (iv) Yahoo! ceases providing access to the Services to You.
Yahoo! may suspend Your access to and use of the Services, and all of Your rights with respect to the Services shall be terminated during the period of the suspension, at any time and for any duration, if: (i) You attempt a denial of service or similar attack on any of the Services; (ii) You seek to hack or break any security mechanism on any of the Services or Yahoo! otherwise determines that Your use of the Services poses a security or service risk to Yahoo!, to any user of services offered by Yahoo!, to any third party sellers on any of our websites, or to any of our or their respective customers or may subject Yahoo! or any third party to liability, damages or danger; (iii) You otherwise use the Services in a way that disrupts or threatens the Services; (iv) Yahoo! determines, in Yahoo!’s sole discretion, there is evidence of fraud with respect to Your account; (v) You use any of the Web Search Results other than as expressly permitted herein; (vii) Yahoo! receives notice or Yahoo! otherwise determines, in its sole discretion, that You may be using the Services for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (viii) Yahoo! determines, in its sole discretion, that Yahoo!’s provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.
Upon termination of this TOU for any reason: (i) all of Your rights under this TOU shall immediately terminate; (ii) You shall immediately and completely delete or otherwise remove from Your Offering or any related system all Web Search Results which may have been stored by You, and (iii) You shall immediately cease using and delete or destroy any materials or software provided by Yahoo! related to the Services. The following sections of this TOU survive any termination hereof: 10-13, 14(e), 15, and any term definition applicable to these sections.
GENERAL TERMS
Authorization and Account Information. You represent and warrant that: (i) the information You provide in connection with Your registration for the Services is accurate and complete; (ii) if You are registering for the Services as an individual, that You are at least 18 years of age and have the legal capacity to enter into this TOU; and (iii) if You are registering for the Services as an entity or organization, (a) You are duly authorized to do business in the country or countries where You operate, (b) the individual applying for an Application ID or receiving Services-related materials (e.g., software) Services meets the requirements of subsection (ii) above and is an authorized representative of Your entity, and (c) Your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind You to this TOU and all transactions conducted under Your account.
Entire Agreement. These terms constitute the entire agreement between You and Yahoo! concerning Your use of the Services (including any materials made available by Yahoo! in connection with the Services), superseding any prior agreements between You and Yahoo! with respect to the Services, and is the sole source of Your rights concerning use of the Services.
Waiver and Severability. The failure of Yahoo! to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. If any provision of this TOU 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 this TOU remain in full force and effect.
Export. You will comply with any applicable license, import or export classification requirements or other approvals from the U. S. Department of Commerce or any other agency or department of the United States Government (including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control), or the government of any other country for the export or import, either directly or indirectly, of any materials associated with or derived from the Services or Your Offering.
Choice of Law And Location Of Lawsuit. This TOU is governed by, and will be construed according to the laws of the State of California, United States of America without regard to conflict of laws rules that would otherwise apply laws of any other state or jurisdiction. Each party hereby consents to exclusive venue and non-exclusive personal jurisdiction in the federal and state courts for Santa Clara County, California, USA.
Assignment. You may not assign any of Your rights or delegate any of Your obligations under these Terms without prior consent from Yahoo!. Any attempt to assign or delegate any rights or obligations without Yahoo!'s prior written consent shall be null and void.
Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this TOU, 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.
