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    Yahoo Web Analytics Terms and Conditions & Program Terms

    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: https://info.yahoo.com/privacy/us/yahoo/opt_out/targeting/details.html (or the appropriate link for your country available on https://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

    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

    1. Exact name and title and contact information (email, phone, fax, mailing address) of organization and/or person requesting permission, as well as title and date of, and parties to, agreement under which usage of the Yahoo Web Analytics name, trademark, logo, service mark, trade name, legal notices, other designated logo and/or other materials (collectively “YWA Trademarks”) is sought;

    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

      1. Distribution plans for materials (including channels of distribution, territory, number of copies, and timeframe).


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    These Yahoo Web Analytics Terms and Conditions and Program Terms were last updated on August 9, 2011.