1.0 ACKNOWLEDGMENT AND ACCEPTANCE
1.1 These Yahoo! Travel Submit 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 set forth below, the Yahoo! Terms of Service, and Yahoo!'s applicable policies and guidelines (the Guidelines as further specified below in Section 3.1) for the Yahoo! Travel Submit service (the Service) (all together, the Terms). The Yahoo! Terms of Service and the Guidelines are incorporated herein by reference. Any person, entity, or agent 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. If you are an agent of a travel provider, you agree to be bound by these Terms and you accept full responsibility under these Terms for all acts and omissions of the travel provider you represent.
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 and Guidelines 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/travelsubmit/travelsubmit-241.html, the most recent version of the Guidelines at the URLs 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 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! TRAVEL SUBMIT SERVICE
2.1 Yahoo! Travel Submit is a service that enables you to submit your travel offer information (Travel Feed) for consideration of inclusion on the Yahoo! network and distribution by Yahoo! as described below. You agree that Yahoo! may display the Travel Feed or portions thereof in forms such as lists of travel offers, search results, travel comparisons, reviews and other placements that may be made available from time to time (each a Travel Offer). Travel Offers may be made available for distribution, display and use on the Yahoo! network and various Yahoo! authorized or Yahoo! affiliate (including Overture Services, Inc.) authorized third party networks (the Yahoo! Distribution Network Entities). Provision of your Travel Feed 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.
2.2 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 and up to date. 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 TRAVEL FEED
3.1 Your Travel Feed must be submitted to Yahoo! in accordance with the Travel Feed Specifications or in accordance with other specifications that Yahoo!, in its sole discretion, deems acceptable to Yahoo!. You must comply with the Yahoo! Travel Advertiser Guidelines . Travel Offers must be described in English, priced in United States dollars, and any associated documents or other materials must be available for shipping to the United States. Travel Offers in your Travel Feed will be categorized into the appropriate Yahoo! Travel category either by you or by Yahoo!, provided that, Yahoo! reserves the right at any time to categorize or re-categorize any Travel Offers, as determined solely by Yahoo! in its reasonable discretion. It is your responsibility to keep backups of all Travel Feeds as Yahoo! is not responsible for the loss of any Travel Feeds for any reason. Yahoo! expressly prohibits any impermissible activities through the Service or your Travel Feed, including but not limited to: (a) listing Travel Offers with inappropriate or inaccurate information; (b) multiple listings of identical Travel Offers in the same Travel Feed; (c) multiple submissions of identical Travel Feeds under different Yahoo! ID's, aliases or accounts; or (d) any other fraudulent, inappropriate activity or purpose, as determined in Yahoo!'s sole discretion. Yahoo! may immediately terminate the TOS, with or without notice, 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 A TRAVEL FEED. If your Travel Feed is accepted by Yahoo!, posting of your Travel Offers on the Yahoo! network and/or with the Yahoo! Distribution Network Entities will generally take 72 hours per new Travel Feed submission.
3.2 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 distribute over any medium your Travel Feed, Travel Offers or portions thereof (including any content, images, technology, trademarks, brand features contained therein) during the Term for the purposes of: (a) displaying and promoting you, your Travel Feed and Travel Offers; 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 the Travel Feed into a searchable database. Yahoo! will have the right, but not the obligation, to review your Travel Feed. Yahoo! reserves the right to immediately cancel or reject, without notice, any Travel Feed, Travel Offer or discontinue a type of Travel Offer, 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 Travel Feed or placement of a Travel Offer 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.
3.3 You represent and warrant to Yahoo! that: (a) you have and will have at all times, all right, title and interest necessary to grant any and all licenses hereunder for the purposes contemplated by these Terms; (b) nothing in your Travel Feed or any Travel Offer is false, misleading, defamatory, libelous, slanderous, illegal, violates applicable regulations, or is threatening; (c) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and provide all Travel Offers and other materials contained in your Travel Feed or on your website; (d) you will not engage in any impermissible activities; (e) you are solely responsible for all customer service, order fulfillment, returns, or payment of taxes or charges associated with any Travel Offers or services that link from a Travel Offer or that are available from your site; and (f) your Travel Feed (including all content, images, trademarks, and technology contained therein), Travel Offers, and all products, services and materials available from your site will comply with all applicable laws, rules and regulations, the TOS, the Guidelines and the Privacy Policy (as defined in Section 6 below) and will not infringe the rights of any third party, including any intellectual property rights.
3.4 You acknowledge and agree that Yahoo! has the right with or without notice, 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' network, including the manner in which your Travel Offer may be displayed, delivered or linked to or from.
3.5 By using a keyword, title, description, link, listing and/or other element of a Travel Offer that may be suggested by Yahoo!, you represent, warrant and covenant that such keyword, title, description link, Travel Offer or other element thereof is authorized by you and in compliance with these Terms. You agree that Yahoo! shall not have any liability for any Travel Offers or Travel Feeds or for any changes that you make thereto based on suggestions by Yahoo!.
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 amount you designate, but in no event less than the then current minimum charge. This amount will be credited to your Service account (your Account) and no part of this amount, or any other amounts funded to your Account, is refundable except pursuant to Sections 4.6, 4.7 or 5.2 below. YOU ACKNOWLEDGE AND AGREE THAT THE CHARGE OF YOUR CREDIT CARD DOES NOT IN ANY WAY GUARANTEE: (a) THE ACCEPTANCE OR DISPLAY OF YOUR TRAVEL FEED OR PORTIONS THEREOF IN ANY FORM; (b) CLICKS ON A TRAVEL OFFER; OR (c) ANY OTHER MEASURE OF PERFORMANCE OR SUCCESS.
4.2 You agree to pay Yahoo! the applicable fee for the corresponding Yahoo! Travel category each time a user clicks on your Travel Offer, as solely measured by Yahoo! (a Click). Yahoo! reserves the right to change the applicable fees at any time with or without notice. Yahoo! will deduct all Clicks and other applicable charges, including any applicable taxes, from your Account approximately once per hour. Clicks that occur after you have submitted an updated Travel Feed, but prior to Yahoo!'s implementation of the update will be charged to your Account. Travel Feed updates may take Yahoo! up to twenty-four (24) hours to implement.
4.3 Payment for Clicks will be based on which payment plan you choose for your Account. If you select the Manual plan, then you must periodically re-authorize Yahoo! to charge your credit card at least the then current minimum charge or the display of your Travel Feed may be suspended by Yahoo! when your Account balance reaches zero (US$0.00) dollars. If you select the Automatic plan, then you authorize Yahoo! to automatically charge your credit card each time your Account balance reaches the level you designate on the payment plan selection form. If you select the Monthly plan, then you authorize Yahoo! to automatically charge your credit card on a recurring basis each month, on the date you last selected the Monthly plan, the amount necessary to bring your Account balance to the level you designate on the payment plan selection form. If your Account balance reaches zero (US$0.00) dollars under the Monthly plan, then the display of your Travel Feed may be suspended by Yahoo! until the following scheduled charge of your credit card or until you manually authorize a charge of your credit card. With either the Automatic or Monthly payment plan, 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 the renewal charge you designate on the payment plan selection form (but in no event less than the then current minimum charge); 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 renewal charge you designate or the charge is refused, or if we suspect that you have submitted inaccurate or invalid card information, the display of your Travel Feed may be refused, suspended, or terminated by Yahoo! when your Account balance reaches zero (US$0.00) dollars.
4.4 If the display of your Travel Feed 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 Travel Feed. If the funds in your Account are insufficient to cover any amounts owed by you to Yahoo! for the Service, you agree that you: (a) are responsible for such amounts; (b) will pay any such amounts immediately upon being notified such amounts are due and owing; and (c) are responsible for all reasonable expenses (including attorneys' fees) incurred by Yahoo! in collecting such amounts.
4.5 You acknowledge and agree that the usage statistics provided by Yahoo! are the official, definitive measurements of Click delivery. No other measurements or usage statistics (including yours or a third party's) will be accepted by Yahoo! or have bearing on this TOS.
4.6 You may request a refund of all or part of the funds remaining in your Account after all charges and fees accrued for the Service have been charged against your Account by completing the refund request process. Your Yahoo! ID and password will be required for you to complete the online refund request process, and it is your responsibility to remember these. For clarity, you will not receive a refund for any amounts owed or paid by you to Yahoo! for Clicks or for other charges, if any, but you will receive a refund of your remaining Account balance reflecting unused, prepaid fees. It may take up to four (4) weeks to process your refund.
4.7 In addition, if you have not clicked on any portion of the Service for a period of at least six (6) months, then Yahoo! will refund all remaining unused, prepaid fees in your Account to the credit card used to fund the Account and terminate the TOS.
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 and will automatically renew for successive one (1) month periods, unless terminated by either party according to the terms of the TOS (the Term). 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, subject to Section 3.1 or 5.3, 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 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.
5.2 Upon termination of the TOS, your Travel Feed will be deleted and the funds remaining in your Account, if any, after all charges and fees accrued for the Service have been charged against your Account, will be refunded to the credit card number used to fund your Account. It may take up to four (4) weeks to process your refund and up to twenty-four (24) hours to delete your Travel Feed. You will be responsible for payment of all Clicks that occur up to the deletion of your Travel Feed. 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.
5.3 Notwithstanding anything to the contrary herein, Yahoo! may, but has no duty to, immediately terminate the TOS with or without notice, and remove a Travel Offer or Travel Feed if Yahoo! in its sole discretion concludes that: (a) you have provided false information as part of your registration or billing information (including credit card related information); (b) you are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services in conjunction with a Travel Offer or Travel Feed; (c) you have violated the TOS, the Guidelines, the Privacy Policy; (d) you are engaged in activities or sales that may damage the rights of Yahoo! or others; or (e) your credit card company, financial institution or you have or have attempted to charge back or reverse any fees paid or given to Yahoo! hereunder. Any termination under this section 5.3 will take effect immediately without any opportunity to cure.
5.4 If your Yahoo! ID is terminated for any reason, the TOS and your access to the Service will also be terminated, and you will receive a refund pursuant to Section 5.2.
5.5 The provisions of Sections 3.3, 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.
6.1 Your registration information is subject to our privacy policy as set forth at http://privacy.yahoo.com (the Privacy Policy). In accordance with the Privacy Policy, you agree that Yahoo! may share data related to your use of the Service, including any Yahoo! registration or other related information, with Overture Inc. or other Yahoo! affiliates, contractors, or agents for the purpose of supporting your use of the Service and to offer or provide you with other related services from Yahoo! or Yahoo! affiliates.
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, updates to the Service and your Travel Feed. 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 Travel update communications related to the Service (Travel Updates). Travel Updates may include information about new or updated features, enhanced functionality, new pricing categories, additional distribution opportunities, in addition to other related products and services. Upon receipt of this first Travel Update, you will have the opportunity to opt-out of future Travel 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 Travel Offers, which will be publicly displayed. By participating in the Service, you agree to be subject to such rating and review features. If you wish not to be rated and reviewed, then you must cancel the Service.
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 the calculation of fees, and any other 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.
9.0 INDEMNITY. You agree to indemnify, defend, and hold harmless Yahoo!, and its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, and Yahoo! Distribution Network Entities from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your use of the Service; (b) the submission, acceptance or rejection of your Travel Feed; (c) the publication of a Travel Offer; (d) any content, images, material, Travel or service of yours to which users can link through the Travel Offer; (e) any alleged violation of the TOS, the Guidelines, or the Privacy Policy; or (f) any alleged violation of any rights of others related to your use of the Service, your Travel Feed, or the publication of your Travel Feed or portions thereof (including without limitation, any claim of patent, trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices). Yahoo! reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations.
10.0 DISCLAIMER OF WARRANTIES AND LIABILITIES. THE SERVICE, THE YAHOO! NETWORK AND THE YAHOO! DISTRIBUTION NETWORK ENTITIES' SITES ARE 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, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER THE TOS, GUIDELINES, PRIVACY POLICY, YAHOO! TERMS OF SERVICE NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
11.0 LIMITATION OF LIABILITY. YAHOO!, AND ITS 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! 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 A TRAVEL OFFER OR TRAVEL FEED, PUBLICATION OF A TRAVEL OFFER OR TRAVEL FEED, USERS CLICKING ON A TRAVEL OFFER AND ACCESSING THE LINKED WEB SITE, OR USERS RATING OR PROVIDING PUBLICLY DISPLAYED REVIEWS ON YOU OR YOUR 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.
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 Travel Feed or Travel Offer 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 supersedes 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.