TERMS AND CONDITIONS
1.
INTRODUCTION AND DEFINITIONS. We
provide you and, if applicable, Authorized Users, access to our products,
services, code, and/or programs (each a “Program”) for your use, subject
to your acceptance of and compliance with these Terms and Conditions (the “Terms
and Conditions”), the terms and conditions, if any, of the Programs in
which you enroll (each, “Program Terms”), and the terms and conditions
of any applicable insertion order(s) that you or your Affiliate(s) enter into
that specifically references these Terms and Conditions and/or applicable
Program Terms (each, an “Insertion Order”) (collectively, the “Agreement”).
In the Agreement, (i) “we,” “us,” and “our” mean Yahoo! Inc.
(“Yahoo!”), except as set forth in Section 11 below, (ii) a “Yahoo!
Company” means Yahoo!, Yahoo! SARL, or an Affiliate of Yahoo! or Yahoo! SARL, (iii) “Yahoo!
Entities” are the Yahoo! Companies and their officers, directors,
consultants, contractors, agents, attorneys, employees, third-party service
providers, and third parties distributing ads via the Distribution Network,
(iv) “Yahoo! Company Websites” means all the website pages, including
any Microsite, that are owned, operated, authorized, or hosted by or for the
Yahoo! Companies, (v) “Yahoo! Code” is proprietary software code and
related tools that we may offer to you in connection with a Program, and which
are part of such Program, (vi) “Distribution Network” means the network
of advertising channels, including all forms of media, applications, and
devices, through which we distribute ads, whether on or off the Yahoo! Company
Websites, (vii) “you” and “your” mean the entity electronically
accepting the agreement, or the company named in an Insertion Order, and any of
its Affiliates that execute an Insertion Order for any Program, (viii) “Affiliate”
means, with respect to an entity, any other entity that directly or indirectly
controls, is controlled by, or is under common control with such entity, (ix) “Authorized
Users” means your agents, representatives, contractors, and any person or
entity acting or apparently acting on your behalf, and your Affiliates that
access a Program without executing their own separate Insertion Order, and (x)
“PII” means personally identifiable information. Terms used but not
defined herein have the meanings given to such terms in any Program Terms or
Insertion Order, as applicable. Terms used in any Program Terms or Insertion
Order, but not defined therein, have the meanings given to such terms in these
Terms and Conditions. All definitions apply both to their singular and plural
forms, as the context may require.
2.
ACCESS. You will not: (i) use
any automated means, including agents, robots, scripts, or spiders, to access,
monitor, scrape, or manage your account(s) with us, or to access, monitor,
scrape or copy the Yahoo! Company Websites or Yahoo! Company systems or any
data therein, except those automated means expressly made available by us or
authorized by us in advance in writing (e.g., third-party tools approved by
us), (ii) bypass any robot exclusion headers on the Yahoo! Company Websites
(including using any device, software, or routine to accomplish that goal),
(iii) interfere or attempt to interfere with the proper working of the Yahoo!
Company Websites, Programs, or Yahoo! Company systems, nor (iv) use or combine
our Programs with software offered under an open source license which create
any obligations with respect to our Programs contrary to the Agreement, or
grant to any third party any rights to or immunities under our intellectual
property or proprietary rights in our Programs. Our Programs, including your
password(s) related to your account(s), may not be used by, or made available
to, any third party, except Authorized Users. You will promptly notify us in
writing if you become aware of a potential breach of security relating to your
account(s) with us, e.g., the unauthorized disclosure or use of your username
or password. Authorized Users must comply with the Agreement and you are liable
for their acts and omissions in connection with the Agreement, and any charges,
costs, fees, or expenses they may accrue. You may use data made available to
you in connection with a Program solely for internal use to manage your
account(s) with us and you will neither publish such data, nor create profiles
of our users. We reserve the right to modify or discontinue offering any
Program or part thereof. Your Information must comply with our policies and
specifications, which we may change from time to time. The Yahoo! Companies may
provide free clicks, free impressions, ads, credits, and/or discounts,
including in connection with contests, incentives, promotions, or donations. If
you have been granted API Access, you are bound by the API Access &
Analytics Program Terms, below.
3.
YOUR SITE AND INFORMATION. We
are not responsible for any aspect of your or any third-party website(s). You
represent, warrant, and covenant that: (i) all information you provide or use
(including our suggestions) in connection with the Agreement and/or on your
website, including all creative, titles, descriptions, trademarks, logos, listings,
abstracts, keywords, ad target options, domain names, content of ads, data,
data feeds, Selected Ad Groups, Content, and URLs (each of the foregoing,
individually and collectively, “Information”) is, and will be updated to remain,
current and accurate, and (ii) your website does not contain any content owned
or licensed by us, except pursuant to a separate signed agreement with us, and
(iii) your Information is either original to you or you have secured all
necessary rights and licenses for its use as contemplated by the Agreement, and
you are responsible for all royalties, payments, and fees with respect thereto.
4.
USE OF INFORMATION. In
order to participate in any Program, you grant the Yahoo! Entities a
non-exclusive, royalty-free, worldwide license in connection with all Programs
to: (i) use, copy, adapt, reformat, recompile, communicate by
telecommunication, truncate, edit, and/or modify any part of the Information
for public performance, public display, marketing and promotion, and
distribution, (ii) access, index, cache, and display the website(s) to which
ads link, or any portion thereof, by any means, including web spiders and/or
crawlers, (iii) create and display copies of any text, images, graphics, audio,
or video on the websites to which ads link, and (iv) distribute ads through the
Distribution Network. None of the Yahoo! Entities will have any liability for
ads or Information. You will provide all Information to us for our review
before it is posted to the Distribution Network. A Yahoo! Entity may refuse,
reject, cancel, or remove any ad, Information, or space reservation at its
discretion at any time.
5.
CONFIDENTIALITY. “Confidential
Information” means any information disclosed to you by us, either directly
or indirectly, in writing, orally, or by inspection of tangible objects, other
than information that you can establish: (i) was publicly known and made
generally available in the public domain prior to the time of disclosure to you
by us, (ii) becomes publicly known and made generally available after
disclosure to you by us other than through your action or inaction, or (iii) is
in your possession, without confidentiality restrictions, prior to the time of
disclosure by us, as shown by your files and records. You will not at any time:
(i) sell, license, or transfer any Confidential Information, (ii) disclose or
otherwise make available to any person or entity any Confidential Information
(other than to those of your employees and Authorized Users who are bound in
writing by use and confidentiality restrictions which are no less protective of
us than those contained in the Agreement and who have a legitimate need to know
such Confidential Information in connection with the Agreement), or (iii)
access, use, reproduce, or copy any Confidential Information, except as
necessary in connection with the purpose for which such Confidential
Information is disclosed to you and in accordance with the Agreement. You will
take all measures to protect the secrecy of, and to avoid disclosure and
unauthorized use of, the Confidential Information. If required by law to
disclose Confidential Information, you may do so provided that: (i) you give us
prompt written notice of such requirement prior to such disclosure, (ii) at our
request, you assist us in obtaining an order protecting the Confidential
Information from public disclosure, and (iii) any such disclosure is limited to
the minimum extent necessary to comply with the legal requirement. All
Confidential Information will remain our personal property, and all documents,
electronic media, and other items containing or relating to any Confidential
Information must be delivered to us, destroyed, or uninstalled immediately upon
our request, or upon termination of the Agreement. Nothing contained in the
Agreement will prevent a Yahoo! Company from complying with applicable privacy
laws and regulations, and if there is any conflict between the Agreement and
the terms of the applicable Yahoo! Company privacy policy (“Privacy Policy”)
(as posted on or linked from a Yahoo! Company Website), the Agreement will
control. Notwithstanding anything to the contrary in the Agreement or the
applicable Privacy Policy, all data and information gathered or received by us
in connection with providing the Programs and all information described in the
applicable Privacy Policy may be shared with and used by (x) the Yahoo!
Entities (and you acknowledge the country of the Yahoo! Entity receiving the
data or information may not afford the same level of protection of such data as
the country in which the data or information was collected), and/or (y) certain
selected third parties only in anonymous form. You may not issue any press
release or other public statement regarding the Agreement, the Programs, or a
Yahoo! Company without our prior written consent.
6.
REPRESENTATIONS. You
represent, warrant, and covenant that: (i) you have the rights, authority, and
any required permission and consent to enter into the Agreement, (ii) you are a
business, not a consumer, (iii) your use of each Program is solely for lawful
business purposes, (iv) all Information is free of viruses, Trojan horses, trap
doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots,
and/or other computer programming routines that may potentially damage,
interfere with, intercept, or expropriate any Yahoo! Company system data or
information, (v) you will not engage in, nor cause others to engage in,
spamming or improper, malicious, or fraudulent (as determined by us) clicking,
impression, or marketing activities relating to any Program, (vi) the
Information, all emails, newsletters, and other materials and technology in
connection therewith, any tools or code you use or make available in connection
with a Program, and/or any act or omission by you relating to a Program or the
Yahoo! Entities: (a) do not violate any applicable law, statute, directive,
ordinance, treaty, contract, or regulation, or Yahoo! Company policies or
guidelines (collectively, “Laws”), (b) do not infringe any copyright,
patent, trademark, trade secret, or other intellectual property right of any
person or entity, (c) do not breach any duty toward, or rights of, any person
or entity, including rights of publicity and/or privacy, (d) are not false,
deceptive, misleading, unethical, defamatory, libelous, or threatening, and (e)
do not (as determined by us) reflect poorly on or tarnish the reputation or
goodwill of a Yahoo! Entity, (viii) you will not reverse engineer, disassemble,
reconstruct, decompile, copy, or create derivative works of any Programs, or
any aspect or portion thereof, or Confidential Information, including source
code or algorithms, (ix) you will not alter or remove any identification,
trademark, copyright, or other notice from any aspect of the Programs, (x) you
will comply with any trade sanction, or import or export regulation that
applies to your use of our Programs and agree to obtain all necessary licenses
to use, export, re-export, or import our Programs as applicable, and (xi) you
will not provide access to the Programs, except to Authorized Users or
employees, who are bound in writing by use and confidentiality restrictions
which are no less protective of us than those contained in the Agreement.
7.
INDEMNIFICATION. You
will indemnify, defend, and hold harmless the Yahoo! Entities from all claims,
whether actual or alleged (collectively, “Claims”), that arise out of or
in connection with your Information, your or Authorized Users’ use of any
Program, Yahoo! Company system, or Yahoo! Company Website, your website, or
your or Authorized Users’ breach of the Agreement. You are solely responsible
for defending any Claim against a Yahoo! Entity, subject to such Yahoo!
Entity’s right to participate with counsel of its own choosing, and for payment
of all judgments, settlements, damages, losses, liabilities, costs, and
expenses, including reasonable attorneys’ fees, resulting from all Claims
against a Yahoo! Entity, provided that you will not agree to any settlement
that imposes any obligation or liability on a Yahoo! Entity without its prior
express written consent.
8.
WARRANTY DISCLAIMER. THE
PROGRAMS, YAHOO! COMPANY SYSTEMS, YAHOO! COMPANY WEBSITES, YAHOO! CODE, AND
DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY,
REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND
YOUR USE THEREOF IS AT YOUR OWN RISK. WE HEREBY DISCLAIM ON BEHALF OF ALL
YAHOO! ENTITIES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY,
MERCHANTABLE QUALITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.
9.
LIMITATION OF LIABILITY. THE YAHOO!
ENTITIES DO NOT WARRANT THAT THE PROGRAMS, YAHOO! COMPANY SYSTEMS, YAHOO!
COMPANY WEBSITES, YAHOO! CODE, AND DOCUMENTATION WILL BE ERROR FREE, AVAILABLE
WITHOUT INTERRUPTION OR BUGS, OR AVAILABLE AT ALL. INFORMATION PROVIDED OR
ACCESSIBLE THROUGH THE PROGRAMS, YAHOO! COMPANY SYSTEMS, YAHOO! COMPANY
WEBSITES, YAHOO! CODE, AND DOCUMENTATION MAY BE DELAYED, INACCURATE, OR CONTAIN
ERRORS OR OMISSIONS, AND YAHOO! SHALL HAVE NO LIABILITY WITH RESPECT THERETO. THE
YAHOO! ENTITIES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, LOSS PROFITS, BUSINESS INTERRUPTION, LOSS OF OR
INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER DAMAGES, WHETHER IN CONTRACT,
TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, IN CONNECTION WITH THIS AGREEMENT,
YOUR USE OF THE YAHOO! PROGRAMS, YAHOO! COMPANY SYSTEMS, YAHOO! COMPANY
WEBSITES, YAHOO! CODE, DOCUMENTATION, OR YOUR INABILITY TO USE OR ACCESS ANY OF
THE FOREGOING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU
WILL NOT HOLD THE YAHOO! ENTITIES RESPONSIBLE FOR THE SELECTION OR RETENTION
OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH
THE AGREEMENT. THE PROGRAMS, YAHOO!
COMPANY SYSTEMS, YAHOO! COMPANY WEBSITES, YAHOO! CODE, AND DOCUMENTATION ARE MADE
AVAILABLE PRIMARILY AS A CONVENIENCE TO YAHOO!’S USERS AND, AS SUCH, YOU AGREE
THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES. THE
ABOVE LIMITATION(S) MAY NOT APPLY TO YOU BECAUSE YOUR JURISDICTION MAY NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER
DAMAGES.
10.
TERMINATION. At
any time, for any or no reason, you or we may terminate the Agreement and/or
your participation in any Program, and we may suspend or limit your
participation in any Program or part thereof. The Yahoo! Entities will not have
any liability regarding the foregoing decisions. Upon termination of any
Program Terms or the suspension or discontinuation of any Program or your
participation therein, your outstanding payment obligations incurred under such
Program will become immediately due and payable. Sections 2 (second, fourth,
and fifth sentences only), 3(ii), and 4 through 14 of these Terms and
Conditions, the defined terms of the Agreement, and those provisions specified
in any Program Terms will survive termination of the Agreement.
11.
NOTICES. We
may give notices to you by posting on any Yahoo! Company Website, or by email
to the address provided by you. You must ensure that your contact and account
information is current and correct, and promptly notify us in writing of any
changes to such information. You will send all notices to us via recognized
overnight courier or certified mail, return receipt requested, to: General
Counsel, Yahoo! Inc., 701 First Avenue, Sunnyvale, California 94089. If you
enroll in a Program outside the United States,
Canada, Argentina, Mexico,
or Brazil,
Yahoo! SARL will exclusively be “we,”
“us,” and “our,” as referred to throughout these Terms and Conditions, Program
Terms, and any applicable Insertion Orders. The Agreement does not permit you
to enroll in any of our Program(s) in Japan
or the People’s Republic of China
or our Display Advertising Program in Australia
or New Zealand.
12.
CHOICE OF LAW; VENUE. The
terms of the Agreement and any dispute relating thereto or between you and us
will be governed by the laws of the State of California, without regard to
conflict/choice of law principles. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to the Agreement. You agree
to submit to the exclusive jurisdiction of the state and federal courts located
in Los Angeles County
or Santa Clara County, California, or another location designated
by us. Any claim against us will be adjudicated on an individual basis and will
not be consolidated in any proceeding with any claim or controversy of any
other party.
13.
OTHER. The Agreement
constitutes the entire agreement and understanding between you and us regarding
the subject matter contained herein and supersedes all proposals,
representations, claims, and communications in all forms of media (including
all instructions, advertisements, messages, and policies), written and oral,
regarding the subject matter contained herein. No terms or conditions other
than those set forth in these Terms and Conditions, any Program Terms or
Insertion Order(s) will be binding on us unless expressly agreed to in writing
by us. The terms of any specific Program Terms govern only that Program, and
not any other Program, except as specifically referenced in such Program Terms.
If there is a conflict between the Terms and Conditions, any Program Terms, and
any Insertion Order, the conflict will be resolved according to the following
order of precedence: (1) Program Terms, (2) Terms and Conditions, and (3)
Insertion Order. Notwithstanding the foregoing, an Insertion Order may amend
the Terms and Conditions and/or the applicable Program Terms, only if the
amended terms contained in such Insertion Order: (i) apply only to the
account(s) listed in the Insertion Order, (ii) apply only to that Insertion
Order and not to any other Program or Insertion Order(s), and (iii)
specifically identify the provision(s) of the Program Terms or the Terms and
Conditions they amend. Only a written instrument specifically waiving
compliance that is executed by whichever of you or us is entitled to waive such
compliance may waive any term(s) and/or condition(s) of the Agreement. No
waiver by you or us of a breach of any provision hereof will be deemed a waiver
of any other breach of such provision or a waiver of the provision itself. If
any provision of the Agreement is held or made invalid or unenforceable for any
reason, such invalidity will not affect the remainder of the Agreement, and the
invalid or unenforceable provision will be replaced by a valid provision that
has a similar economic effect. We will have no liability under the Agreement by
reason of any failure or delay in the performance of our obligations on account
of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood,
storm, explosions, earthquakes, Internet and/or electrical outages, computer
viruses, acts of God, war, governmental action, or any cause that is beyond our
reasonable control. You and we are independent contractors and nothing in the
Agreement will be construed to create, evidence, or imply any agency,
employment, partnership, or joint venture between you and us. Except as
otherwise set forth in the Agreement, neither you nor we will have any right,
power, or authority to create any obligation or responsibility on behalf of the
other and the Agreement is not intended to benefit, nor will it be deemed to
give rise to any rights in, any third party. Notwithstanding the foregoing, you
acknowledge and agree that the Yahoo! Companies will be third-party beneficiaries
to the Agreement and will be entitled to directly enforce, and rely upon, any
provision in the Agreement which confers a benefit on, or rights in favor of,
them. You may not assign, sublicense, or transfer the Agreement or any right or
duty under the Agreement. Any assignment, transfer, or attempted assignment or
transfer in violation of this Section 13 will be void and of no force or
effect. We and our subsequent assignees may assign, delegate, sublicense, or
otherwise transfer from time to time the Agreement, or the rights or
obligations hereunder, in whole or in part, to any person or entity such as to
our Affiliate(s). The Programs are proprietary to us and are protected by the
applicable state, federal, and international intellectual property laws and we
retain all rights, title, and interests in the Programs, together with all
derivative works, modifications, enhancements, and upgrades, but excluding your
Information. Any rights not expressly granted in the Agreement are reserved by
us, and all implied licenses are disclaimed. Headings used in the Agreement are
for reference purposes only. As used in the Agreement, the word “including” is
a term of enlargement meaning “including without limitation” and does not
denote exclusivity and the words “will,” “shall,” and “must” are deemed to be
equivalent and denote a mandatory obligation or prohibition, as applicable. We
may change the Agreement and/or a Privacy Policy at any time by posting such on
the applicable Yahoo! Company Website or by email, and such revised Agreement
and/or Privacy Policy will supersede and replace the earlier Agreement and/or
Privacy Policy. Any use by you or Authorized Users of any Program after such
notice will be deemed to be acceptance by you of the revised Agreement and/or
Privacy Policy. Services and obligations to be performed by us hereunder may be
performed by other Yahoo! Companies and/or third-party service providers.
14.
REPRESENTATIVE. If
you are an advertising agency, search engine marketer, reseller, or other entity
representing Advertisers (“Representative”), this Section applies, and
in such case, “you” and “your” mean Representative, any
Affiliates of Representative who execute an Insertion Order, together with
Advertisers. “Advertiser” means an entity (including a sole proprietor)
which is/will be enrolled in a Program by you. a. Representative
represents, warrants, and covenants that: (i) it is the authorized agent of the
Advertiser and has the legal authority to enter into the Agreement on behalf of
the Advertiser, make all decisions, and take all actions relating to the
Advertiser’s accounts, (ii) by Representative executing an Insertion Order or
otherwise enrolling an Advertiser in a Program, the Advertiser is also entering
into the Agreement, (iii) Representative will not, without our prior written
consent: (a) make any representation, guarantee, condition, or warranty
concerning any Program or Yahoo! Entity, including that Representative is an
affiliate or partner of a Yahoo! Entity, (b) make any commitments (e.g.,
guarantees as to placement of ads) to an Advertiser or potential Advertiser
regarding any Program, (c) negotiate any terms or conditions related to the
Programs which may affect the rights, protections, and/or obligations of a
Yahoo! Entity, and/or that are inconsistent with the Agreement, or (d) engage
in any telesales or telemarketing in connection with any Program, and (iv)
Representative will perform its duties pursuant to the Agreement in a
professional manner consistent with the requirements established by us. Upon
our request, Representative will immediately deliver to us each agreement that
designates Representative as the Advertiser’s agent and authorizes
Representative to act on the Advertiser’s behalf in connection with the
Agreement. In the event of a termination of your relationship with an
Advertiser, such Advertiser may continue to use the Information, including
account and performance history, and Representative will no longer have API
Access for such Advertiser’s accounts. Representative will not at any time use
data or information received in connection with the Agreement to conduct any
marketing efforts targeted at our existing advertisers. While the Agreement is
effective and for twelve (12) months thereafter, Representative will not,
directly or indirectly, refer for employment or solicit our employees,
consultants, or agents. b. Payment Liability. Without limiting any other
provision of the Agreement, Representative and each Advertiser will be jointly
and severally liable for all payment obligations, if any, and you hereby waive
any Law that may require us to proceed against one or more of you prior to
proceeding against any others who may also be liable. Notwithstanding the
foregoing, (i) if we offer you Sequential Liability in a particular country and
we approve the applicable Advertiser’s credit application, we will hold
Representative liable for payments, solely to the extent Representative has
received payment from such Advertiser; for sums not received by Representative,
we will hold the Advertiser solely liable (“Sequential Liability”), and
(ii) If Representative (x) breaches or allegedly breaches Section 14a.(i),
above, or (y) fails to comply with our request to confirm whether an Advertiser
has paid to it in advance funds sufficient to make payments, Representative
will be obligated to immediately pay all such amounts due us regardless of
whether it has received payment from such Advertiser. You acknowledge that we
may directly contact any Advertiser represented by Representative, including if
we have not received payment for such Advertiser’s account within 60 days from
the date of the applicable invoice.
15. ELECTRONIC SIGNATURES EFFECTIVE. a. If the Agreement is an electronic contract, then this Section applies in order to set out the legally binding terms of your use of our Programs, including the Yahoo! Company Websites. You accept the Agreement and the terms, conditions, and notices contained or referenced herein by clicking on the “I Accept” button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the “I Accept” button during enrollment, you also consent to having the Agreement provided to you in electronic form. b. You have the right to receive the Agreement in non-electronic form and may request a non-electronic copy of the Agreement before or after you electronically sign the Agreement by submitting a request to us as specified below. You also have the right, at any time, to withdraw your consent to have the Agreement provided to you in electronic form. Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, we will discontinue your then-current username and password. This means that you will not have the right to use any Program unless and until we issue you a new username and password. We will only issue you a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon written request. To withdraw your consent and/or request a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to the applicable address set forth in Section 11, above. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above. Prior to such effective date, the Agreement electronically signed by and provided to you will remain legally valid and enforceable. c. In order to access and retain the electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer and modem or other access device). Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.
API ACCESS PROGRAM TERMS - If you participate in the API Access Program in a particular country, the following Program Terms apply.
1.
USE. If we grant you API
Access in connection with a Program(s) (“API Access Program”), API
Access will be considered part of such Program(s). “API Access” is the
ability, via the API Code, to access certain Program account information and/or
features, and to execute commands for your Program account(s). You may not use
your API Access, including any data obtained therefrom, for purposes other than
managing your Program account(s) to which the API Access relates. In the event
your use of a Program terminates, your API Access to such Program will
terminate immediately. We may limit, modify, or terminate your API Access, in
our discretion, at any time, and such modifications may require you to make
changes, at your expense, to the API Code for continued API Access. “API
Code” is software enabling API Access created by you or us using an
XML/SOAP interface we specify. You may not use API Access pursuant to this
section if you are party to another agreement with a Yahoo! Company that
provides for such access.
2.
CODE. If we give you Yahoo!
Code, either the API Code itself or software to be incorporated into the API
Code developed by you, we grant you a non-exclusive, revocable,
non-transferable, non-sublicensable, limited, internal-use license to use the
Yahoo! Code given to you by us solely for API Access. Upon our request, you
will make the API Code available to us for our review, and notify us of the
features and functionality of such API Code and the application to which the
API Code connects. Your use of API Access must not place an unreasonable or
disproportionately large load on our systems (as determined by us) or exceed
access frequency limits set by us from time to time. If you are a
Representative, this Section gives you, and not the Advertiser(s), API Access.
3. EFFECTS OF TERMINATION. None of the terms and conditions of the API Access Program Terms will survive the termination of these API Access Program Terms or the Program Terms of the Program for which you have been granted API Access.
ANALYTICS PROGRAM TERMS – If you participate in the Analytics Program in a particular country, the following Program Terms apply.
1.
USE. We may provide you
with Analytics in connection with a Program(s) for your use (“Analytics
Program”). “Analytics” is Yahoo! Code for insertion on your webpages
to enable the analytical tools available for your account. Provided that you
install Analytics, Yahoo! Code will be delivered into the Internet browser of
visitors to your website(s) during their interaction with your website(s).
Subject to the terms of the Agreement, we grant you a non-exclusive, revocable,
non-transferable, non-sublicensable, limited internal-use license for use with
your Program account to use, execute, and display Analytics on your website.
During the Analytics set-up process, we may append certain parameters to the
URL associated with your ad to enable the Analytics Program. You may not edit
or delete such parameters, which would prevent the proper functioning of
Analytics and would render impaired or inaccurate results.
2.
YOUR WEBSITE. As a
condition of using Analytics, you will: (i) obtain on behalf of the Yahoo!
Entities all rights and permissions necessary for the Yahoo! Entities to use
the Analytics data, including statistical and traffic information collected by
us and/or provided by you, as contemplated under the Agreement, and (ii)
maintain and adhere to a privacy policy on your website(s) which must, at a
minimum: (a) be available as a clear and conspicuous link from the main page of
your website(s) and any other website page where visitors may provide PII, (b)
clearly and prominently display the notice and opt-out link in Section 3,
below, and (c) comply with all applicable Laws.
3. NOTICE AND ABILITY TO OPT-OUT. You will prominently display within your website’s privacy policy a notice that includes each of the following disclosures in close proximity: (i) a statement that expressly identifies Yahoo! as a provider of third-party web beacons on your website(s), (ii) a statement that describes your use of the data gathered by the Analytics, (iii) a statement that expressly identifies Yahoo! and its use of the Analytics data to improve Yahoo!’s products and services and to provide advertisements about goods and services that may be of interest to end users, and (iv) a statement that describes how the end user may learn more about the choices offered in connection with the use of Analytics information, including an active link to the following URL: http://info.yahoo.com/privacy/us/yahoo/opt_out/targeting/details.html (or the appropriate link for your country available on http://info.yahoo.com/privacy/opt-out/, if you are participating in the Analytics Program outside the United States). Sample language that meets the above criteria is below:
“Third-Party Web Beacons: We use third-party web beacons from Yahoo! to help analyze where visitors go and what they do while visiting our website. Yahoo! may also use anonymous information about your visits to this and other websites in order to improve its products and services and provide advertisements about goods and services of interest to you. If you would like more information about this practice and to know your choices about not having this information used by Yahoo!, click here.”
4. EFFECTS OF TERMINATION. Upon termination of these Analytics Program Terms or the Program Terms of the Program for which you have been provided Analytics, (i) you must promptly remove or have removed the Analytics from your website(s) and all items under your possession, custody, and/or control, and (ii) Section 2(i) of these Analytics Program Terms will survive.
YAHOO! WEB ANALYTICS CONSULTANT NETWORK PROGRAM TERMS – If you participate in the Yahoo! Web Analytics Consultant Network (“YWACN”) Program in a particular country, the following Program Terms apply.
1.
AUTHORIZATION.
Subject to our approval of you as a member of the YWACN, in our sole
discretion, and your compliance with the Agreement, we authorize you to be a
non-exclusive provider of Yahoo! Web Analytics (“YWA”) support services (“Consulting
Services”) directly to your Clients.
“Clients” are entities that
have purchased or will purchase Consulting Services from you. You will be solely responsible for providing
all Consulting Services to Clients.
Consulting Services will include, at a minimum, those services (and such
other services as may be reasonably related) that we list or describe on the
YWA website and related marketing or promotional materials which we provide to
you and which may be updated by us from time to time. You will provide all Consulting Services via
a separate contract between you and Clients, and you will be responsible for
all billing and collections related thereto.
You will provide all Clients with transparency into your pricing for
Consulting Services. You will not charge
Clients for YWA products or services, but only for Consulting Services you
provide directly to Clients. You will
conduct your business in your own name, and not as an agent, joint venturer,
partner, or franchisee of any Yahoo! Entity.
You will not engage any third party to carry out your obligations under
the Agreement or to act as a provider of Consulting Services to Clients, absent
our express prior written consent.
2.
PERFORMANCE OF CONSULTING SERVICES. You
agree to provide Consulting Services to Clients in accordance with the
Agreement, and pursuant to such training, qualification, and standards as we
may provide and update from time to time, in our sole discretion. You will provide, at your sole expense, all
systems, software, hardware, Internet connections, telephone lines, and
facilities that are reasonably necessary to provide the Consulting
Services. You will host and maintain a
web page, linked from your website homepage, that clearly describes all of your
Consulting Services and associated costs.
In addition, you will provide to us, upon our reasonable request,
suggested product improvements, common Client complaints, and other product and
services feedback.
3. WARRANTY DISCLAIMER. You will make no representations or warranties regarding any of the Yahoo!
Entities or Programs. We make no
representations or warranties for the direct or indirect benefit of any Client.
4. TRADEMARKS. (a)
Subject to your compliance with the Agreement, we grant you a limited,
revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable,
royalty-free license during the term of the Agreement to use the Yahoo! Web
Analytics product name, trademark, logo, service mark, trade name, and/or legal
notice (collectively, “YWA Trademarks”),
which we provide to you, solely for the purpose of your marketing and
performance of Consulting Services under the terms of, and subject to the
conditions set forth in, the Agreement.
Upon our request, you will promptly remove or replace any YWA Trademark,
but in no event later than three (3) business days after receipt of any such
request. All use, display, or
reproduction of the YWA Trademarks by you must be pre-approved by us in writing
and in accordance with these Program Terms.
The reproduction and display (including the size, place, and manner) of
the YWA Trademarks must fully comply with our Trademark Guidelines, attached
hereto as Exshibit A, as modified from time to time by us in our sole
discretion. (b) Your use of the YWA Trademarks does not imply or confer in you
any ownership, goodwill, or other rights in the YWA Trademarks. You recognize the unique value, goodwill, and
secondary meaning associated with the YWA Trademarks. You acknowledge that all rights, title, and
interests in the YWA Trademarks (and as incorporated in or on your website(s)
or in connection with any approved use) and the goodwill pertaining thereto
automatically vests in us, and/or the Yahoo! Entities, and at all times will
remain owned by and in the name of Yahoo! and/or the Yahoo! Entities. You will not contest the validity or
ownership of the YWA Trademarks. You
will not, in any jurisdiction, adopt, use, register, or apply for registration
of, whether as a corporate name, trademark, domain name, service mark, or other
indication of origin, any word, symbol, device, or combination thereof
confusingly similar to the YWA Trademarks.
(c) In connection with your
participation in the YWACN Program, you grant to us a nonexclusive license to
include, in our sole discretion, your product name, trademark, logo, service
mark, trade name, and/or legal notice on our web properties, in public
presentations, and in marketing and promotional materials.
5.
EFFECTS OF TERMINATION.
If you terminate, or upon our notice of termination of these YWACN
Program Terms, (i) you will promptly (but not later than seven (7) days) remove
all YWA Trademarks and references thereto from your website(s) and any
promotional materials; (ii) within seven (7) days of termination, you will
inform all Clients in writing that you are no longer a member of the YWACN and
that Clients may seek to continue using YWA directly through Yahoo!. Sections 3, 4(b), 5, and any defined terms of
these YWACN Program Terms will survive any termination of these YWACN Program
Terms.
Exhibit A
YAHOO! TRADEMARK GUIDELINES
1. You may use the YWA Trademarks solely for the purpose authorized herein by us and only in compliance with the specifications, directions, information and standards supplied by us and modified by us in our discretion from time to time. All specific uses of any YWA Trademarks must be approved in advance by us. Approval can be requested by completing the Request for Approval Form attached as Schedule 1 and including complete samples of each proposed use.
2. You agree to: (i) comply with any requirements established by us concerning the style, design, display and use of the YWA Trademarks; (ii) correctly use the trademark symbol (™) or registration symbol (®) with every use of the trademarks, service marks and/or trade names as part of the YWA Trademarks as instructed by us; (iii) use the registration symbol (®) upon receiving notice from us of registration of any trademarks, service marks and/or trade names that are part of the YWA Trademarks.
3. You may not alter or use the YWA Trademarks in any manner that may dilute, diminish, or otherwise damage a Yahoo! Company’s rights or goodwill in any trademarks, trade names and/or service marks that are part of the YWA Trademarks.
4. You may not use the YWA Trademarks in any manner that implies sponsorship or endorsement by a Yahoo! Company of services and products other than those provided by the Yahoo! Companies.
Schedule 1 – Request for Approval Form
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Request For Approval to Use YWA Trademarks Print this form, provide the required information on separate sheets, and fax your request to 818-524-3001, Attn: Trademark Request
2. Layout/sample of visual that features any YWA Trademarks; and 3. Specific description of materials in which YWA Trademarks will appear. Please include: A. Description of nature and content of work (be as specific and thorough as possible); and
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These Yahoo! Web Analytics Terms and Conditions and Program Terms were last updated on August 9, 2011.