Yahoo! WebPlayer License and Terms of Service

This is your Yahoo! WebPlayer License and Terms of Service (the “Agreement”) with Yahoo! Inc. (“Yahoo!”) governing your use of Yahoo! WebPlayer (the “Player”) that you may install on a third party website, network, service or platform (such as a blogging site) that is NOT owned and operated by Yahoo! and is owned and operated by you (collectively “Third Party Site”). By using the Player, you agree to be bound by the Yahoo! Terms of Service at http://info.yahoo.com/legal/us/yahoo/utos/utos-173.html (the “TOS”), which is incorporated herein by reference. The Player will access and distribute content or services licensed, owned or provided by either Yahoo! or a third party and your use of such Yahoo! content or service is governed by this Agreement and the TOS. Yahoo! can update and change this Agreement and TOS by posting a new version without notice to you. If you choose to use the Player after such changes, your use of constitutes your acceptance of the changes. You can find the most recent version of this Agreement by visiting the Yahoo! Info Center at http://info.yahoo.com/legal/us/yahoo/, and the most recent version of the TOS at http://info.yahoo.com/legal/us/yahoo/utos/utos-173.html.

1. ELIGIBILITY. In consideration of your use of the Player, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree that, if asked by Yahoo!, you shall provide and maintain true, accurate, current and complete information about yourself. If you provide any information that is untrue, inaccurate, not current or incomplete, or Yahoo! has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Yahoo! has the right to suspend or terminate any and all current or future use of the Player. Yahoo! is concerned about the safety and privacy of all its users, particularly children. For this reason, you must be at least 13 years of age in order for Yahoo! to permit you to use the Player.
2. PRIVACY POLICY. If your use of the Player collects any data about you, such data and information is subject to our Privacy Policy. For more information, see our full privacy policy at http://info.yahoo.com/privacy/us/yahoo/webplayer/. By using the Player, you consent to the collection and use of this information as set forth in the Privacy Policy, including the transfer of this information to the United States and/or other countries for storage, processing and use by Yahoo! and its affiliates.
3. LICENSE. Yahoo! licenses to you the Player (and any documentation, files or other materials related thereto) that you install on the Third Party Site and offer to its visitors, on a worldwide, non-exclusive, non-sublicenseable basis, subject to the terms and conditions in this Agreement and the TOS. You shall not sell, license, reproduce, modify (other than basic skinning or customization modifications), or distribute the Player in a manner inconsistent with this Agreement without Yahoo!’s prior written consent, which consent may be conditioned upon additional or different terms of use. You shall not remove, modify, disable, or obstruct any copyright or trademark notices or restrictions on the Player. You shall not reverse-engineer, deconstruct, decompile, or otherwise attempt to derive the source code of the Player. This license covers all updates, revisions, substitutions, and any copies of the Player made by or for you, which are all considered part of the Player. Your use of the Player must comply with the terms and conditions governing the Third Party Site to which you have installed the Player.
4. OWNERSHIP. The Player may be protected by Yahoo!’s patents, copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. All rights not expressly granted to you are reserved by Yahoo! or their respective owners. You agree to abide by all applicable proprietary rights, laws and other laws, as well as any additional copyright and trademark notices or restrictions contained in the Player and this Agreement and the TOS. Yahoo! and Yahoo!'s licensors own all rights, title, and interest in and to their applicable contributions to the Player. Other than as set forth in this Agreement, Yahoo! grants you no right, title, or interest in any intellectual property owned or licensed by Yahoo! in connection with the Player and Yahoo! trademarks.
5. ADVERTISING. You understand and agree that the Player may allow for advertisements and that these advertisements are necessary for Yahoo! to provide the Player for your use.
6. FEES. Yahoo! WebPlayer is free, but Yahoo! reserves the right to charge fees for future use of or access to the Player at Yahoo!'s sole discretion.
7. THIRD PARTY APPLICATION, HARDWARE, AND SERVICES. Any third party hardware, and services (whether required or optional) that you use in conjunction with the Player or are made available through the Player, is the sole responsibility of such third party, and is subject to the terms, conditions, warranties and disclaimers provided by such third party.
8. SUPPORT AND UPDATES. Yahoo! offers no technical or maintenance support for the Player. Yahoo! may offer upgrades or updates to the Player in its sole discretion. Yahoo! may change, suspend or discontinue any aspect of the Player at any time without notice to you.
9. TRADEMARK INFORMATION. You agree that all of Yahoo!’s trademarks, trade names, service marks and other Yahoo! logos and brand features, and product and service names are trademarks and the property of Yahoo! Inc. (the "Yahoo! Marks"). Other than as part of installing and using the Player in the manner permitted under this Agreement, you agree not to display or use in any manner the Yahoo! Marks without prior written permission from Yahoo!
10. GENERAL PRACTICES REGARDING USE AND STORAGE. You acknowledge that Yahoo! may establish general practices and limits concerning use of the Player. You agree that Yahoo! has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Player. You acknowledge that Yahoo! reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Yahoo! reserves the right to modify these general practices and limits from time to time.
11. MODIFICATIONS TO SERVICE. Yahoo! reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Player (or any part thereof) with or without notice. You agree that Yahoo! shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Player.
12. INTERSTATE NATURE OF COMMUNICATIONS ON YAHOO! NETWORK. You acknowledge that in using the Player, you may be causing electronic communications to be sent through Yahoo!'s computer networks, portions of which are located in California, Texas, Virginia, and other locations in the United States, and portions of which are located abroad. As a result, and also as a result of Yahoo!'s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, you acknowledge that use of the Player results in interstate data transmissions.
13. DISCLAIMER OF WARRANTY. The Player is licensed “AS-IS.” You bear the risk of using it. Yahoo! assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. To the extent permitted by your local laws, YAHOO! DISCLAIMS ANY WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. You may have additional consumer rights under your local laws which this agreement cannot change.
14. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (the “YAHOO ENTITIES”) 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 PLAYER; (ii) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE PLAYER.
15. INDEMNIFICATION. You agree to indemnify and hold Yahoo! and Yahoo Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Player, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.
16. TERMINATION. This Agreement continues until it is terminated by either party. You may terminate the Agreement by discontinuing use of all or any of the Player and by removing the Player from all third party websites, services, or networks to which you have installed the Player. This Agreement terminates automatically if you violate any term of this Agreement, or if Yahoo! disables the Player, publicly posts a written notice of termination on Yahoo!'s web site, or sends a written notice of termination to you directly.
17. GENERAL INFORMATION.

    Entire Agreement. This Agreement and the TOS constitute the entire agreement between you and Yahoo! and governs your use of the Player, superseding any prior agreements between you and Yahoo! with respect to the Player.

    Choice of Law and Forum. This Agreement 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 and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

    Assignment. You may not assign any of your rights or delegate any of your obligations under this Agreement without prior written consent from Yahoo!. Any attempt to assign or delegate any rights or obligations without Yahoo!'s prior written consent shall be null and void.

    Non-Restrictive Relationship. The relationship of the Parties is not exclusive. Nothing in this Agreement will be construed as preventing Yahoo! or its affiliates from independently developing or providing applications that may be the same or similar.

    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 or the government of any other country for the export or import, either directly or indirectly, of the Player. Specifically, you agree that your use of the Player to build, test, release and publish software, technology, and other technical data may be subject to the export and import laws of the United States and other countries. You agree to comply strictly with all applicable export and import laws and regulations. In particular, you: (a) represent and warrant that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists; (b) agree not to use the Player for military, nuclear, missile, chemical or biological weaponry end uses; and (c) agree not to build, test, release or publish via the Player any software, technology or other technical data in violation of U.S. or other applicable export or import laws

    Waiver and Severability of Terms. The failure of Yahoo! to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this 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 the other provisions of this Agreement remain in full force and effect.

    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 use of the Player, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    Cumulative Remedies. The rights and remedies of Yahoo! and its affiliates under the Agreement are not exclusive and may be exercised alternatively or cumulatively, with any other rights and remedies available under the Agreement or in law or equity.

    Independent Contractors. The Parties are independent contractors. Nothing herein will be construed as creating any agency, partnership, or other form of joint enterprise between the parties. In addition, neither party may create any obligations or responsibilities on behalf of the other party.

    Titles. The titles in this Agreement are for convenience only and have no legal or contractual effect. Your obligations in this Agreement survive any termination of this Agreement.

Version dated February 10, 2011