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 Master Terms and Conditions (the “Master Terms and Conditions”), the terms and conditions of the Programs in which you enroll (each, “Program Terms”), if any, and the terms and conditions of any applicable insertion order(s) that you or your Affiliate(s) enter into, online or offline, that specifically references these Master Terms and Conditions and/or applicable Program Terms (each, an “Insertion Order”) (collectively, the “Agreement”). In the Agreement, (i) “we,” “us,” and “our” mean the Yahoo! Company providing you the applicable Program; (ii) “Yahoo!” is Maktoob.com Inc, having offices at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, the British Virgin Islands (acting through its TECOM Branch (License no. 19325)). (iii) a “Yahoo! Company” means Yahoo!, Yahoo! Inc., or another Affiliate of Yahoo! Inc (iv) “Yahoo! Entities” are the Yahoo! Companies and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and third parties distributing your ads via the Distribution Network, (v) “Yahoo! Company Websites” means all the website pages, including any Microsite, that are owned, operated, authorized, or hosted by or for the Yahoo! Companies, (vi) “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, (vii) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices (including any mobile device), through which we distribute ads, whether on or off the Yahoo! Company Websites, (viii) “you” and “your” mean the entity signing below, the company name you provided during the online registration, or the company name in an Insertion Order, and any of its Affiliates that execute an Insertion Order for any Program, (ix) “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, (x) “Authorized Users” means your agents, representatives, contractors, account managers, 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, (xi) “Information” is, individually and collectively, including all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content ads, data, data feeds, content, and URLs, and (xii) “PII” means personally identifiable information. Terms used but not defined herein will 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, will have the meanings given to such terms in these Master Terms and Conditions. All definitions shall apply both to their singular and plural forms, as the context may require.
CHARGES, FEES, AND PAYMENT.For any Program in which you enroll, you agree to pay us for all charges and fees you incur in connection with each Program in the currency indicated by us. You agree that our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. You agree that (i) we may bill your payment method for all such charges and fees in connection with each Program, including if you enroll in a payment plan, or alternatively, (ii) if we have determined that you may be billed on an invoice basis, then we will submit an invoice to you at the e-mail or mailing address (at our discretion) on the Insertion Order or as required by applicable law, and you agree to pay such charges, without offset or deduction, within 30 days of the invoice date. If we agree to your request to send an invoice to a third party on your behalf, you agree that such third party will timely pay the invoice, and in the event such party does not pay the invoice, you are obligated to immediately pay all such amounts. If you provide us with a payment method and/or enroll in a payment plan, you agree to be bound by the payment method & payment plan program terms that we will provide you with. If we are unable to receive payment from your payment method successfully, or if we do not otherwise receive timely payment from you, you agree to pay all amounts then owing by you to us upon our demand and, in addition to other rights, we may suspend performance, remove your ads, and/or terminate any agreement with you. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. You agree to submit any disputes about charges to your account(s) to us in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will pay an administration fee equal to 1% monthly (or the highest amount allowed by law if less than 1% monthly) of all past due charges, and all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due charges. Charges and fees do not include any applicable bank charges, sales, use, value- added, withholding, excise, or any other taxes or government charges (exclusive of our income taxes), which are payable by you and are in addition to any amounts due to us hereunder. Accounts with no activity for more than 24 months will be closed by us and will be assessed an account closing fee not to exceed the lesser of $25 U.S. (or its equivalent) or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that may be owed to you. In the event we are unable to refund any such balance using your contact information on file with us, we will dispose of the balance pursuant to the Agreement and our policies and procedures.
ACCESS. You agree that you will not, and will not permit anyone to: (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 (for example, 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, (iv) use or combine our Programs with software offered under an open source license which would 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, (v) use any Program in connection with any hazardous activity, or any other activity for which its failure might result in serious property damage, serious bodily injury, or death, nor (vi) make available to us or our Affiliates any PII of visitors, users, or customers of your website(s) in connection with your access or use of our Program(s). Our Programs, including your password(s) related to your account(s), may not be used by, nor made available to, any third party, except Authorized Users. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us, such as the unauthorized disclosure or use of your username or password. Authorized Users must comply with the Agreement and you are liable for all of their acts and omissions in connection with the Agreement, and any charges, costs, fees, or expenses whatsoever that they may accrue. You may use data made available to you in connection with a Program solely for internal use to manage your advertising account(s) and you will neither publish such data, nor create profiles of our users. In order to improve our Programs, we frequently test traffic, implementations, and/or features, and you agree to pay all charges as set forth in the applicable Insertion Order or your online account (e.g., impressions, clicks) during those tests. We may redesign or modify the organization, specifications, structure, and/or appearance of any location where your ads may be displayed. Further, we reserve the right to modify or discontinue offering any Program or part thereof. Your Information, Promotions (if applicable), and ads must comply with our policies and specifications, which we may change from time to time in our discretion. The Yahoo! Companies may provide free clicks, free impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations.
YOUR SITE AND INFORMATION. You agree that 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 is, and will be updated to remain, current and accurate, (ii) the website to which any ad links will look substantially the same to all end users regardless of the end users’ location (provided, however, that you may display different content to different users so long as it is relevant to the Selected Ad Groups and ads), (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 and (iv) your website does not contain any content owned or licensed by us, including any ads published by us or through the Distribution Network, except pursuant to a separate valid and enforceable agreement with us.
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, manipulate, communicate by telecommunication, and/or modify any part of the Information for public performance, communication to the public, public display, and distribution, (ii) store, access, index, cache, and display the website(s) to which your 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 your ads link or elsewhere, and (iv) distribute your ads through the Distribution Network. You agree that none of the Yahoo! Entities shall have any liability for your ads or Information, including your Selected Ad Groups. You must provide all Information to us for our review before it is posted to the Distribution Network. A Yahoo! Entity may refuse, reject, truncate, edit, cancel, or remove any ad, Information, or space reservation at its discretion at any time. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our discretion. We do not guarantee that your ads will be placed in, or available through, any part of the Distribution Network, nor do we guarantee that your ads will appear in a particular position or rank.
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) a click on your ad will not cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (vi) 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, (vii) the Information, the ads (including products and services referenced therein), the website(s) to which the ads link, 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: (1) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or Yahoo! Company policies or guidelines (collectively, “Laws”), except where failure to violate such Laws would result in any Yahoo! Entity being treated as participating or cooperating in an international boycott within the meaning of the U.S. Internal Revenue Code and is not impermissible and would not subject any Yahoo! Entity to penalties under U.S. or other applicable law, (2) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (3) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (4) are not false, deceptive, misleading, unethical, defamatory, libellous, or threatening, harmful, abusive, harassing, tortuous, vulgar, obscene, pornographic, invasive of another's privacy, subversive, hateful, or racially, ethnically or otherwise objectionable or contrary to public interest, public order, or national harmony, and (5) 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, provided that such compliance does not result in any Yahoo! Entity being treated as participating or cooperating in an international boycott within the meaning of the U.S. Internal Revenue Code and is not impermissible and would not subject any Yahoo! Entity to penalties under U.S. or other applicable law, 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.
OBLIGATION TO DEFEND AND PAY LOSSES. You agree to defend and hold harmless the Yahoo! Entities from, and to promptly pay the Yahoo! Entities the amount of any losses arising from, all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with your Information and/or ads, 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 agree to be 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.
WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE PROGRAMS, DISTRIBUTION NETWORK, INDEXES, 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 THAT YOUR USE THEREOF IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, SATISFACTORY QUALITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF THE YAHOO! ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE LESSER OF THE AMOUNT ALREADY PAID BY YOU TO US PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND U.S. $250,000 (OR ITS EQUIVALENT). IN NO EVENT SHALL ANY YAHOO! ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSS OF PROFITS OR REVENUE ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD US RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS AND/OR IMPRESSIONS BY ANY THIRD PARTY ON YOUR ADS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
TERMINATION. You may not terminate the Agreement or your participation in any Program (unless otherwise provided in the relevant Program Terms). Notwithstanding anything contained in the Agreement to the contrary, we may at any time for any reason terminate the Agreement or terminate, suspend or limit your participation in any Program or part thereof, including removing your ads. None of the Yahoo! Entities shall have any liability for any such termination. Upon termination, suspension, or discontinuation of any Program or your participation therein, all and any outstanding payment obligations incurred under the Agreement will become immediately due and payable.
These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Any suspension or termination (howsoever caused) shall not affect any accrued rights or obligations of either party or the Yahoo! Entities nor shall it affect the continuation in force of any provision of these Master Terms and Conditions and Program Terms which by implication are intended to survive any termination or suspension of the Agreement, and any provisions under Sections 2, 4(iii), and 5 through 16 of these Master Terms and Conditions, the defined terms of the Agreement, and those provisions specified in any Program Terms shall survive termination of the Agreement.
Following termination of this Agreement you agree to immediately cease: (i) using the Yahoo! Company Sites and any Program; (ii) any other distribution of your Information by any Yahoo! Entity which has been suspended or terminated; and (iii) using all Information, data, program code or software, user names and passwords, Intellectual Property Rights and Confidential Information (and destroy all copies thereof and, if requested by us, promptly certify such destruction in writing to us.
NOTICES. We may give notices to you by posting them on any Yahoo! Company Site or by written notice (at our discretion), including by email, to the address provided by you to us. It is your responsibility to ensure that your contact and account information is current and correct, and you must promptly notify us in writing of any changes to such information. All notices to us shall be sent via recognized overnight courier or certified mail to: General Counsel, Maktoob.com Inc, TECOM branch, 49th Floor, Business Central Tower A, Dubai Internet City, Dubai, P.O Box 500074, United Arab Emirates.
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 and Advertiser. “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, Representative agrees that such Advertiser may continue to use the Information, including account and performance history with respect to its ads, and Representative shall no longer have API Access for such Advertiser’s accounts. Representative shall 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 shall 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 shall be jointly and severally liable for all payment obligations pursuant to Section 2 of these Master Terms and Conditions, 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.
PAYMENT LIABILITY. Without limiting any other provision of the Agreement, Representative and each Advertiser shall be jointly and severally liable for all payment obligations pursuant to Section 2 of these Master Terms and Conditions. Representative acknowledges that we may directly contact any advertiser represented by Representative, including if we have not received payment for such advertiser’s account by the due date for payment of the applicable invoice.
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 enrolment. 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 enrolment, 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 address set forth in Section 12, above. Your withdrawal of consent shall 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.
THIRD PARTIES. You acknowledge that Yahoo! Entities, are, where applicable, intended to be third-party beneficiaries of Sections 3 to 11 and 14 of these Master Terms and Conditions. You agree that (i) only you and we are parties to the Agreement, (ii) that Yahoo! Companies may enforce, jointly and severally, the provisions of Sections 3 through 11 and 14, and (iii) Contracts (Rights of Third Parties) Act 1999 shall apply to the Agreement to the extent and in the manner set out in the foregoing, but to no further extent and in no other manner. Program Terms
DISPLAY ADVERTISING PROGRAM TERMS If you participate in the Display Advertising Program in a particular country, the following Program Terms apply.
We provide you access to the display advertising Program (“Display Advertising Program”) for your use. You agree that you will pay for all impressions and/or clicks on your ads that we deliver. In the event of any inconsistencies between these Display Advertising Program Terms, any Insertion Order and the Master Terms and Conditions, the relevant provisions of Section 14 of the Master Terms and Conditions shall apply.
Your ads must comply with our then policies and specifications located at http://en.adspecs.maktoob.com/guidelines/submission-guidelines, which we may change from time to time. Terms defined in the Master Terms and Conditions shall have the same meanings in these Display Advertising Program Terms. In addition:
“Click Through” means the initiation of a user presence at any site that originates from any of the Advertising Materials posted by us pursuant to your Insertion Order as recorded by our advertiser reporting system;
A “Direct Response Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Regular Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
“Start Date” means with respect to an advertising campaign, the start date referred to as such in the relevant Insertion Order;
A “Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order and shall for the purpose of the Advertising Program Terms include Tier 1, 2 and 3 Section Sponsorships;
A “Tier 1 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 2 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 3 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 1 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 2 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 3 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order.
DISPLAY OF ADVERTISING MATERIALSWe may optimize your campaign by modifying the line items of an Insertion Order. Notwithstanding the second sentence of Section 14 of the Master Terms and Conditions, we may optimize your campaign by modifying the line items of an Insertion Order. We must approve in advance in writing the serving of ads by anyone other than us. For ads in an Insertion Order that specify frequency caps, we will use commercially reasonable efforts to comply with such frequency caps, provided that you agree that we are not liable if your ads are viewed in excess of the frequency cap. For dynamically priced campaigns, we may adjust the location of, and price for, your ads in an effort to meet your target goals (e.g., CPC, CPA or CPL).
MAKE GOODSExcept for Direct Response Campaigns, if we fail to deliver, by the end of the period specified in an Insertion Order, the aggregate number of ads as agreed in the Insertion Order (subject to any reductions permitted under Section 2, above) or the ads are delivered in the wrong location, then (i) for purposes of this Section 3 of the Display Advertising Program Terms only, the first sentence of Section 10 of the Master Terms and Conditions does not apply, and (ii) your sole and exclusive remedy is limited to the following, which we may choose in our discretion: (a) a refund of the charges representing the ads that were undelivered or delivered to the wrong location, (b) placement of the ads at a later time in a comparable position as determined by us, and/or (c) an extension of the term of the Insertion Order with a refund representing any remaining undelivered ads at the end of such extended term.
PROVISION OF ADVERTISING MATERIALS
4.1 You must provide us with all Advertiser Materials (including GIF or JPEG files) in accordance with the Agreement and within the following delivery deadlines:
(i) at least 10 (ten) working days in advance of Start Date for new campaigns for Tier 1 Front Page Campaigns (“Tier 1 Delivery Deadline”); In the event of a delay in the delivery of compliant Advertiser Material for any Tier 1 Front Page Campaign, the Start Date of the campaign will be rescheduled to another date (“Rescheduled Launch Date”) at our discretion. If you fail to deliver the compliant Advertiser Material within the Tier 1 Delivery Deadline of the Rescheduled Launch Date (i.e. 10 working days in advance of such date), Yahoo! may at its own discretion consider this delay as a cancellation of the Insertion Order by you and you shall be subject to the cancellation fee applicable to this campaign as specified in Section 9 below of the Display Advertising Program Terms.
(ii) at least 5 (five) working days in advance of Start Date for new campaigns for Tier 2 and 3 Front Page Campaigns (“Tier 2 Delivery Deadline”); In the event of a delay in the delivery of compliant Advertiser Material for any Tier 2 and 3 Front Page Campaigns, the Start Date of the campaign will be rescheduled to a Rescheduled Launch Date (i.e. 5 working days in advance of such date) at our discretion. If you fail to deliver the compliant Advertiser Material within the Tier 2 Delivery Deadline of the Reschedule Launch Date, Yahoo! may at its own discretion consider this delay as a cancellation of the Insertion Order by you and you shall be subject to the relevant cancellation fee applicable to this campaign as specified in Section 9 below of the Display Advertising Program Terms.
(iii) at least 2 (two) working days in advance of Start Date for new campaigns for Sponsorship campaigns (“Sponsorship Delivery Deadline”). If you fail to deliver the compliant Advertiser Material within the Sponsorship Delivery Deadline of the Reschedule Launch Date, Yahoo! may at its own discretion consider this delay as a cancellation of the Insertion Order by you and you shall be subject to the relevant cancellation fee applicable to this campaign as specified in Section 9 below of the Display Program Terms.
(iv) at least 3 (three) working days in advance of Start Date for new campaigns for Direct Response Campaigns (“Direct Response Deadline”). In the event of a delay in the delivery of compliant Advertiser Material for any Direct Response Campaign, the start date of the campaign will be rescheduled to another date at our discretion. and
(v) at least 2 (two) working days in advance of Start Date for new campaigns for regular campaigns. We may charge you United States Dollars Two Hundred and Fifty (US$ 250) per day late for each late delivery of Compliant Advertising Material.
4.2 All creative must comply with our Ad Specifications. We will not be required to publish any Advertiser Materials that have not been provided accordingly, and we reserve the right to charge you, at the rate specified in the Insertion Order, for inventory which does not comply, pending our receipt of compliant Advertiser Materials.
4.3 We reserve the right to run or not run any creative (or part thereof) in our absolute discretion.
ADDITONAL PAYMENT TERMS
5.1 You shall pay for all impressions, clicks and/or Click-Throughs in respect of your Advertiser Materials that we deliver in accordance with the Agreement.
5.2 Where you agree to spend an aggregate amount of money over a period of time, you must spend at least 20%, and at most 33%, of such amount in each quarter of that period, subject to availability of the requested positions.
DIRECT RESPONSE BOOKINGS
Where your Insertion Order relates to Direct Response product:
6.1 sections 5.2 and 8.1 of these Display Advertising Program Terms shall not apply; and
6.2 the following provisions shall apply:
(i) we will use our reasonable endeavours to meet the times, dates and/or positions agreed with you in writing. However: (a) we do not guarantee the times, dates, positions and/or delivery of the Advertiser Materials and they are subject to change by us; and (b) we do not warrant that the Advertiser Materials will not be displayed after the end date specified;
(ii) charges shall be based on actual delivery of impressions or clicks, as measured by Yahoo!;
COST PER CLICK
The following additional terms apply to all cost per click deals:
7.1 you must provide us with fresh creative frequently (and in any event not less than every 8 weeks) during the term of the Insertion Order so as to increase the likelihood of a higher number of Click-Throughs; and
7.2 all Advertiser Materials must invite the user to click on the advertisement. We reserve the right to reject any Advertiser Materials which do not in our opinion invite the user to click.
LIMITATION OF LIABILITY
8.1 If we fail on any guaranteed inventory order to publish any Advertiser Material or deliver the number of impressions or Click-Throughs provided in the Insertion Order, our liability will be limited (at our option) to either: (a) as soon as reasonably practicable, publishing the Advertiser Material (or any replacement Advertiser Material provided by you and accepted by us) in positions agreed in writing between the parties for such time as is necessary to generate a number of substitute impressions or Click-Throughs to make up the shortfall; or (b) refunding to you the relevant proportion of the amounts paid in advance by you in respect of the relevant Advertiser Materials which were not published / delivered, provided that such Advertiser Materials were provided by you in accordance with the Agreement. If the amounts were not paid in advance by you, you agree that such amounts will not be due or payable by Yahoo!.
8.2 Where you use a third party server to serve Advertiser Materials to us: (a) we will have no liability and you will hold only the third party server (and not us) liable for the failure to publish any Advertiser Material or deliver the number of impressions or Click-Throughs provided in the Insertion Order or any other loss of any kind suffered by you where those failures or losses are due to or arise out of or in connection with any act or omission of the third party server; (b) the statistics provided by us are the official and definitive measurements; and (c) we may terminate at any time in our absolute discretion the right of the third party server to serve your Advertiser Materials to the Distribution Network. In the event of such termination, we may serve the Advertiser Materials instead.
RENEWAL;TERMINATION;EFFECTS OF TERMINATION
9.1 Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional Advertiser Materials will be at our sole discretion. The rates applicable to such renewal period (if any) are subject to change by us from time to time in our absolute discretion.
9.2 Notwithstanding Section 11 of the Master Terms and Conditions, you may cancel an Insertion Order under these Display Advertising Program Terms upon written agreement with us and subject to the following conditions:
9.3 If you terminate the Display Advertising Program Terms, all terms and conditions of these Display Advertising Program Terms shall survive until such time as all Insertion Orders under this Program have ended. This Section 9 (Renewal; Termination; Effects of Termination) and Section 8 (Limitation of Liability) of these Display Advertising Program Terms shall survive termination of these Display Advertising Program Terms. These Display Advertising Program Terms are subject to the Master Terms and Conditions
MICROSITE PROGRAM TERMS If you par,ticipate in the Microsite Program the following Program Terms apply, and are governed by the Master Terms and Conditions, above.
USE AND DEFINITIONS
In connection with the Microsite Program, you grant us a non-exclusive, royalty-free, worldwide license (and, if applicable, with respect to User-Generated Content, agree to obtain the foregoing from the creating and/or submitting user) to use, copy, sublicense, encode, store, archive, distribute via the Distribution Network, transmit, modify, translate, create teaser content of, render into an audible format, publicly display, and publicly perform the Content, in whole or in part.
USE OF DATA
TERMINATION; EFEFCTS OF TERMINATION
When a Line ID in the Insertion Order refers to “Development Fees”, the sum indicated shall be payable to us for creative development fees for building Advertiser Materials or creating other content for you.
Notwithstanding Section 11 of the Master Terms and Conditions, you may cancel an Insertion Order under these Microsite Program Terms upon written agreement with us and subject to the following conditions:
In the event of a termination of the Microsite Program Terms, all terms and conditions of these Microsite Program Terms will survive until such time as all Insertion Orders related to a Microsite have ended; provided, however, the grants and rights with respect to User-Generated Content described in Section 2, above, will not terminate. Sections 4 and 5 of these Microsite Program Terms will survive termination of these Microsite Program Terms.
PROMOTION PROGRAM TERMS If you participate in the Promotion Program, the following Program Terms apply, and are governed by the Master Terms and Conditions, above.
We provide you access to our contest, sweepstakes, coupon, special offer, or other promotion Program (“Promotion Program”) for your use. Each promotion described in an Insertion Order or elsewhere is a “Promotion.” The terms and conditions of any advertising to promote a Promotion will be subject to an Insertion Order and the applicable Program Terms, and the terms and conditions of any Microsite associated with a Promotion will be subject to an Insertion Order and the Microsite Program Terms. Notwithstanding our approval or assistance in connection with a Promotion as may be specified in an Insertion Order or elsewhere, you are responsible for the Promotion(s), including the official rules, offer terms, or regulations governing a Promotion and the timely acquisition and fulfillment of all prizes, premiums, or discounts that may be offered in connection with a Promotion. Our approval of the official rules, offer terms, or regulations for any Promotion does not constitute an opinion as to the legal appropriateness, accuracy, or adequacy of those rules or their manner of use, nor a waiver of our indemnity rights under the Agreement
TERMINATION; EFFECTS OF TERMINATION
Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel a Promotion or an Insertion Order related to a Promotion. If you terminate these Promotion Program Terms, all terms and conditions of these Promotion Program Terms will survive until such time as all Insertion Orders related to a Promotion have ended. Sections 1 (last sentence), 2, and 3 of these Promotion Program Terms will survive termination of these Promotion Program Terms.