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Yahoo Application Programming Interface Terms and Conditions

These Yahoo Application Programming Interface (“API”) Terms and Conditions (“Agreement”) are a binding legal agreement, between Yahoo! Inc. (“Yahoo” or “us”) and you, the entity entering into this Agreement (“you”). This Agreement governs your license and access to Yahoo APIs (individually and collectively, “Yahoo APIs”) and their specifications (“Yahoo API Specifications”) and is binding upon you whether you are acting on your own behalf or are acting on behalf of another entity. If you are acting on behalf of another entity that has been issued Yahoo API Credentials for the Yahoo APIs, you represent that you have the authority to manage and access the account of such party, and to bind such party to this Agreement. You agree to ensure that any agent, representative, employee or other person or entity acting on your behalf in connection with accessing the Yahoo APIs complies with the terms of this Agreement. You understand that you are responsible and liable for the acts and omissions of anyone accessing the Yahoo APIs through your account and/or Yahoo API Credentials, including such person’s or entity’s failure to comply with this Agreement. If a person or entity is accessing the Yahoo APIs on your behalf or otherwise through your account and/or Yahoo API Credentials, “you” or “your” will include any such person or entity.

By using the Yahoo APIs, you are agreeing to the terms of this Agreement. If you disagree with any of the terms in this Agreement, Yahoo does not grant you a license to use the Yahoo APIs. The Yahoo APIs are a feature of Yahoo’s various commercial programs and You acknowledge that any use of the Yahoo APIs in connection with those programs may be subject to additional, separate agreements between you and the applicable Yahoo entity.

  1. Definitions
  2. To “access” or “use” the “the Yahoo APIs” means any use of the Yahoo APIs including: (i) using the Yahoo APIs to communicate with any Yahoo server or Yahoo commercial account; (ii) any use of the Yahoo API Specifications including any use of the services or data types described within the Yahoo API Specifications; and/or (iii) the use, distribution and/or development of a Yahoo API Client.

    Account Owner” means the owner of record of a Yahoo commercial account.

    Affiliate” of a party means an entity that controls, is controlled by or is under common control with that party, where “control” means the power to direct the management and policies of such entity or ownership of at least fifty percent (50%) of such entity, and includes that entity’s officers, directors, agents, employees, and permitted successors and assigns.

    Authorized Users” means your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf.

    Yahoo API Client” means any software or application that can access or communicate with Yahoo’s servers using the Yahoo APIs.

    Yahoo API Credentials” means credentials provided to you that enable you to access Yahoo’s servers through a Yahoo API Client.

    API Data” means any data, information, instruction or content which you provide to Yahoo and/or that Yahoo provides to you (or the Account Owner) using the Yahoo APIs.

    Yahoo API Specifications” means all information and documentation Yahoo provides specifying or concerning the Yahoo APIs and any Yahoo-supplied implementations or methods of use of the Yahoo APIs.

  3. Grant of Rights to Use the Yahoo APIs
    1. Permission to Use. Subject to your compliance with all the terms and conditions of this Agreement, Yahoo grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Yahoo APIs, solely using your own Yahoo API Credentials or Yahoo API Credentials that you are expressly authorized to use, and solely for the purposes of: (i) developing a Yahoo API Client; or (ii) managing a Yahoo commercial account via the Yahoo API Client that you are expressly authorized to manage and access. Any API Data that you or the Yahoo API Client gather or receive from Yahoo will be limited to information permitted under this Agreement and reasonably necessary to perform your services under this Agreement.
    2. At present, there are no fees charged under this Agreement for Yahoo API access and use; however, at a future date, fees may be charged in Yahoo’s sole discretion upon reasonable notice to you. Your refusal to accept and remit such fees will immediately terminate your license to use the Yahoo APIs and Yahoo API Credentials.

    3. Restrictions and Requirements of Use.
    4. (1) No Transfer of Materials. You may not disclose or transfer, in whole or in part, your access to the Yahoo APIs, Yahoo API Specifications or your Yahoo API Credentials to any third party unless such third party: (i) is your agent acting on your behalf; and (ii) has executed a written agreement agreeing to comply with the terms of this Agreement, including protecting Yahoo’s Confidential Information and intellectual property rights to at least the same degree as required by this Agreement. You are fully responsible and liable for any use of your Yahoo API Credentials. You must notify Yahoo immediately if your Yahoo API Credentials are stolen or you believe them to have been compromised in any way.

      (2) No Transfer of API Data; Spam. If you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, you may not disclose, sublicense, distribute or otherwise transfer, in whole or in part, any API Data to any third party except to the applicable Account Owner. In addition, (i) neither you nor the Yahoo API Client will collect any information from Account Owners without their express permission; (ii) you will not send or facilitate the sending of unsolicited communications of any type or use Account Owner information to solicit users in any way or facilitate or permit third parties to do so; and (iii) you will not solicit users, or facilitate the solicitation by any third party of users, as a result of their status as Account Owners or Yahoo users.

      (3) Security. You will use your best efforts to ensure that the API Data, your Yahoo API Credentials and the Yahoo API Specifications are kept confidential (in accordance with subsection V. b. below) and maintained in a secure environment at all times, according to commonly acceptable security standards for enterprise data. All data transfers using the Yahoo APIs will be secured using at least 128 Bit SSL encryption or, for transmissions directly with Yahoo, at least as secure as the protocol being accepted by Yahoo API servers. If you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, you will safeguard the privacy and security of all information you collect from and provide to such Account Owner. Any use by you or the Yahoo API Client of Account Owner information is subject to your privacy policy, which will be adequately displayed throughout the Yahoo API Client and meets current industry and legal standards. If you discover or suspect any security flaw or security issue related to your use of the Yahoo APIs, you will report it immediately to security@yahoo-inc.com.

      (4) Yahoo API Clients.

      (A) Without limiting any other restrictions set forth in this Agreement, neither you nor the Yahoo API Clients will: (i) use or transfer API Data except as expressly permitted under this Agreement; (ii) collect personally identifiable information from any person without obtaining such person’s express, affirmative and informed consent to do so; (iii) co-mingle any API Data with the data or content of any third party; (iv) interfere or attempt to interfere with the proper workings of the Yahoo APIs or interfere with or attempt to interfere with any monitoring by Yahoo of Yahoo API activity; (v) use any automated means other than the Yahoo APIs, including agents, robots, scripts or spiders, to access, query or otherwise collect Yahoo-related information (including API Data) from Yahoo or any Yahoo partner site; (vi) attempt to bypass or circumvent any Yahoo security measures relating to the Yahoo APIs; (vii) take any action that imposes a strain or burden on Yahoo’s infrastructure, including the Yahoo APIs, as determined by Yahoo in its sole discretion; (viii) use or combine the Yahoo APIs with software offered under an open source license which creates an obligation with respect to the Yahoo APIs contrary to this Agreement, or grant to any third party any rights to, or immunities under, Yahoo’s intellectual property or proprietary rights in the Yahoo APIs; (ix) make available to Yahoo or any Yahoo Affiliate any personally identifiable information of visitors, users, or customers of any website(s) in connection with your access to or use of the Yahoo APIs; (x) reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Yahoo APIs or Yahoo API Specifications, or any aspect or portion thereof, or Yahoo Confidential Information (as defined below), including source code or algorithms; or (xi) otherwise engage in (or cause others to engage in) any practice in connection with your use of the Yahoo APIs that might reasonably be considered to be unlawful, fraudulent, deceptive, unethical, misleading, or harmful to the Yahoo APIs, Yahoo, or any Yahoo product, technology, system, reputation or goodwill.

      (B) The Yahoo API Clients will: (i) comply with all applicable laws, rules and regulations and not infringe the intellectual property or any other rights of any third party; (ii) if you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, enable the applicable Account Owner to associate its account(s) with the services and/or functionality you provide via the Yahoo API Client; and (iii) use the most current version of the applicable Yahoo APIs. You will update all Yahoo API Clients within ninety (90) days following the release of a new version of the applicable Yahoo APIs and cease distribution of any Yahoo API Client using the prior version of the applicable Yahoo APIs within such ninety (90) day period. You understand that Yahoo may cease all support of prior versions of the Yahoo APIs at any time.

    5. Reservation of Rights. Yahoo reserves all rights not expressly granted to you herein. As between you and Yahoo, Yahoo and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright and other proprietary rights) in and to the Yahoo APIs, the Yahoo API Specifications, the Yahoo API Credentials, all Yahoo websites and all Yahoo programs and services, as well as any derivative works in connection therewith. Except as otherwise expressly set forth in this Agreement, all rights granted herein are not sublicenseable, transferable or assignable.

  4. Additional Requirements Related to Your Use of the Yahoo APIs
    1. Compliance. You must comply with all applicable laws, rules and regulations, all third-party rights and all applicable Yahoo policies in connection with your use of the Yahoo APIs and Yahoo API Specifications. All information you provide in connection with your use of the Yahoo APIs must be 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 system data or information. You will make the Yahoo API Client available to Yahoo for inspection and review upon reasonable notice and, if you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, you will provide Yahoo with a list of Account Owners that you are managing using the Yahoo API Client. Yahoo and its Affiliates will not have any liability for any suggestions made to you (or the Account Owner(s)) in connection with the use of the Yahoo APIs, Yahoo API Specifications and/or Yahoo API Client, nor for any changes made based on such suggestions.
    2. Account Owner Opt-Out. If you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, you acknowledge and understand that any Account Owner may disassociate its Yahoo commercial account(s) from your services and prevent you from using its Yahoo API Credentials to access its Yahoo commercial account(s) at any time without notice to you. You agree to provide an easy to use, accessible, conspicuous and readily available opt-out method for Account Owners that desire you or the Yahoo API Client to stop accessing their accounts and to promptly comply with such opt-out.
    3. Yahoo Brand Use. Unless otherwise set forth in a separate agreement between you and Yahoo, and except as may be necessary in your Yahoo API Client to textually reference Yahoo, you will not use any Yahoo or Yahoo Affiliate name, trademark, logo, service mark and/or trade name (“Mark” or “Marks”) in connection with this Agreement. Upon Yahoo’s request, you will remove or replace any Mark immediately but no later than three (3) business days after receiving such request. Except as otherwise provided herein, all use, display or reproduction of any Mark must be pre-approved by Yahoo in writing and in accordance with this Agreement and the Yahoo Brand Guidelines attached hereto as Exhibit A. Your use of the Marks does not confer or imply any ownership, goodwill or other rights in the Marks. You acknowledge that all right, title and interest in the Marks and the goodwill pertaining thereto automatically vests in Yahoo or its applicable Affiliate, and at all times will remain owned by and in the name of Yahoo or its applicable Affiliate. You will not, at any time, in any jurisdiction, challenge or assist third parties in challenging Yahoo’s rights in any of the Marks, nor attempt to register or use any of the Marks or any word, symbol, device or combination thereof confusingly similar to any Mark. You will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Yahoo APIs or Yahoo API Specifications.
    4. Access to Yahoo Systems (Sessions). If the Yahoo API Client logs into any Yahoo system, it must also log out for each session it creates because the Yahoo system may not automatically end sessions by time-out.
    5. Display of Content. Information obtained via the Yahoo APIs must be: (i) displayed only within the Yahoo API Client; and (ii) disclosed only to the Account Owner to which such information directly pertains, consistent with this Agreement and any other applicable agreement; and (iii) referenced as originating from Yahoo and displayed together with a timestamp clearly indicating the time and date the information was obtained from Yahoo.
    6. Required Disclosures. You must display a prominent disclosure on the Yahoo API Client that the Account Owner’s Yahoo API Credentials, account information and API Data are communicated to and from Yahoo and its Affiliates via the public Internet. In addition, you must display a statement substantially similar to the following statement on the same screen as, and immediately above, every place within the Yahoo API Client where a user enters, edits or modifies the Account Owner’s Yahoo API Credentials: “You are about to provide your personal Yahoo account information to [INSERT YOUR NAME]. By so doing, you are designating [INSERT YOUR NAME] to act as your authorized agent to make changes to your Yahoo account. You are liable to Yahoo for any actions taken in or changes to your account made using your account information. Yahoo is not responsible for errors made by or through the use of this product or service.”
    7. Messaging. You will not describe yourself and/or the Yahoo API Client as being in any way endorsed by Yahoo, including describing the Yahoo API Client as “endorsed,” “certified,” “authorized,” “preferred,” “selected” or “chosen” by Yahoo except that you may, upon Yahoo’s prior written approval and provided that you are in compliance with this Agreement, describe the Yahoo API Client as a “Yahoo-approved third party service” or “Yahoo-approved third-party application.” You will not refer to your relationship with Yahoo or any of its Affiliates as a partnership or alliance of any kind, but you may describe your relationship with Yahoo as an “agreement.”

  5. Yahoo’s Rights and Obligations related to Use of the Yahoo APIs
    1. No Guaranteed Access to Yahoo APIs. Yahoo may suspend or terminate your access to the Yahoo APIs, or modify any of the Yahoo API Specifications or methods of accessing the Yahoo APIs, for any or no reason at any time without notice in Yahoo’s sole discretion. You acknowledge that you are solely responsible for all necessary data backup and for ensuring that, if you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, you can manage the applicable Yahoo commercial account without access to the Yahoo APIs. This Agreement does not create any right to rely upon the continued availability of and/or access to the Yahoo APIs and/or the Yahoo API Specifications. You expressly waive any right to assert any estoppel claim, contract claim or any other legal claim relating to the availability of and/or access to the Yahoo APIs and/or the Yahoo API Specifications. Yahoo may, in its sole discretion, cease providing the current version of any Yahoo API, at which point the current version of the applicable Yahoo API will be deprecated (the “Deprecated Version”). Yahoo will attempt to issue an announcement if the current version of a Yahoo API will be deprecated. For a short period of time after such announcement (the “Deprecation Period”), Yahoo may use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems with the Deprecated Version deemed by Yahoo to be critical, but unless otherwise announced by Yahoo, no new features will be added to the Deprecated Version during the Deprecation Period.
    2. Yahoo Monitoring. Yahoo has the right (but not the obligation) to monitor any Yahoo API activity for any lawful purpose, including to ensure compliance with this Agreement and/or to improve Yahoo’s products and services. You will not interfere with or attempt to interfere with such monitoring or otherwise obscure from Yahoo your Yahoo API activity. Yahoo may use any technical means to overcome such interference.
    3. Usage and Quotas. Yahoo may, at any time and in its sole discretion, set a quota on your usage of the Yahoo APIs or on the amount of data you can transfer using the Yahoo APIs. You will not exceed any such quotas, or take any action designed to or that has the effect of, increasing or avoiding such usage quotas. Yahoo may also impose limits on certain features and services or restrict your access to parts or all of the Yahoo APIs or Yahoo websites without notice or liability.
    4. Technical Support and Training. In its sole discretion, Yahoo may elect to provide you with technical support for the Yahoo APIs and/or Yahoo API Specifications, and may terminate or modify such support at any time without notice or liability to you. You agree to ensure that any of your personnel who market the Yahoo API Client will become and remain knowledgeable about the Yahoo APIs and the Yahoo API Client.
    5. Publicity. Yahoo may use your name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other promotional activities. You will not issue a press release, blog post, public statement, or make any other public announcement regarding the existence, subject matter or terms of this Agreement without Yahoo’s prior express written consent as to the issuance and substance of such release or announcement.
    6. Data. You hereby acknowledge that Yahoo has the right to use and disclose data derived from your use of the Yahoo APIs: (i) as part of Yahoo’s business operations, to use and disclose aggregate statistics obtained and/or derived in connection with your use of the Yahoo APIs in a manner that prevents individual identification of you or your information (or the Account Owner’s, as applicable); (ii) to operate, manage, test, maintain and enhance the Yahoo APIs and other Yahoo products, programs and/or services; (iii) to protect the Yahoo APIs from what, in Yahoo’s reasonable determination, is a threat to the Yahoo APIs or other Yahoo products, programs and/or services; and/or (iv) if required by court order or law or required or requested by any governmental agency.
    7. Competing Applications. Notwithstanding anything to the contrary in this Agreement, Yahoo has the right to develop, create, obtain, modify, transfer, provide and/or distribute, whether privately, commercially, or otherwise, any and all applications (including third-party applications) in connection with Yahoo’s commercial programs and/or the Yahoo APIs (“Competing Applications”), regardless of the means, methods, applications, materials or processes employed by Yahoo, and regardless of whether such Competing Applications include some or all the functionality of the Yahoo API Client or the Yahoo APIs. Yahoo and its Affiliates will not be subject to, nor liable for, any claims in connection therewith.

  6. General Terms and Conditions.
    1. Termination. Any licenses expressly granted in this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. Yahoo reserves the right to terminate this Agreement or discontinue the Yahoo APIs or any portion or feature thereof (including the Yahoo API Specifications) for any or no reason and at any time in its sole discretion without incurring any liability. You may terminate this Agreement by sending written notice of your desire to terminate to ews-info@yahoo-inc.com (or such other email address as may be provided by Yahoo from time to time). Upon any termination or notice of any discontinuance, you will immediately: (i) stop and thereafter desist from using the Yahoo APIs; (ii) stop distributing and developing the Yahoo API Client(s); (iii) delete and/or return all Yahoo API Specifications in your possession or control (including from the Yahoo API Client(s) and from your servers); and (iv) if requested by Yahoo, certify in writing as to such destruction or return. Yahoo may independently communicate with any Account Owner whose accounts are associated with the Yahoo API Credentials, including to provide notice of the termination of your right to use the Yahoo APIs and any resulting consequences. All provisions that by their nature extend past the termination or expiration of this Agreement will survive and will continue to bind each party in accordance with their terms, including Sections I, II.b and c, III.a-c, and e, IV, and V.
    2. Confidentiality. You will not disclose Yahoo Confidential Information to any third party without Yahoo’s express prior written consent, provided, however that you may disclose Yahoo Confidential Information only to your employees, representatives and agents who have a reasonable need to know such information and who are bound to keep such information confidential in a manner consistent with this Agreement. “Yahoo Confidential Information” means any information disclosed to you by Yahoo, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including (a) all Yahoo technology, programming, software specifications, materials, guidelines and documentation relating to the Yahoo APIs; (b) the Yahoo API Specifications; and (c) any other information designated by Yahoo as “Confidential” or “Proprietary” or a similar designation, or any other information which should reasonably be understood to be confidential or proprietary to Yahoo. The obligations set forth above will not apply to Yahoo’s Confidential Information that you can document is generally available in the public domain (other than through a breach of this Agreement). You will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, Yahoo Confidential Information. If required by law to disclose Yahoo Confidential Information, you may do so provided that: (i) you give us prompt written notice of such requirement prior to such disclosure; (ii) at Yahoo’s request, you assist us in obtaining an order protecting Yahoo Confidential Information from public disclosure; and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Yahoo Confidential Information will remain Yahoo’s property, and all documents, electronic media, and other items containing or relating to any Yahoo Confidential Information must be delivered to Yahoo, destroyed, or uninstalled immediately upon Yahoo’s request, or upon termination of this Agreement.
    3. Indemnification. You will indemnify, defend and hold harmless Yahoo and its Affiliates, and its and their officers, directors, agents, employees, and permitted successors and assigns (each a “Yahoo Entity”) from and against any and all third-party claims, actions, losses, damages, liability, costs and expenses (including reasonable attorney’s fees), arising out of or in connection with: (i) your or your Authorized Users’ use of the Yahoo APIs, Yahoo API Credentials, API Data or Yahoo API Specifications; (ii) any breach by you or your Authorized Users of this Agreement; (iii) your development, use, operation or distribution of the Yahoo API Client, including any infringement of any third-party proprietary rights by such application; and/or (iv) your or your Authorized Users’ management or access of an Account Owner’s Yahoo commercial account (collectively, “Claims”). You will 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.
    4. Disclaimer and Limitation of Liability. YAHOO! DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YAHOO! PROVIDES THE YAHOO! APIS, YAHOO! API CREDENTIALS AND YAHOO! API SPECIFICATIONS ON AN “AS IS” BASIS. WITHOUT LIMITING THE ABOVE, YAHOO! DOES NOT WARRANT THAT THE YAHOO! APIS WILL BE ERROR FREE OR AVAILABLE WITHOUT INTERRUPTION OR BUGS. YAHOO! AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

      THE YAHOO! APIS, YAHOO! API CREDENTIALS AND YAHOO! API SPECIFICATIONS ARE MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO YOU AND, AS SUCH, YOU AGREE THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES.

    5. Account Owner Disputes. If you are managing and accessing a Yahoo commercial account on behalf of an Account Owner, and such Account Owner claims that (i) you are not its authorized agent and it is not legally bound to Yahoo and/or its Affiliates for charges to its commercial account made as a result of your actions; or (ii) it has not expressly authorized changes made by you to its commercial account, you will be liable (jointly and severally with the Account Owner) for all charges resulting from changes made by you to the Account Owner’s commercial account.
    6. Miscellaneous. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws rules or principles. The jurisdiction and venue for all disputes hereunder will be the State of California, County of Los Angeles or Santa Clara, and you and Yahoo consent to personal jurisdiction in those courts. You represent, warrant and covenant that you are a business, not a consumer, and have the rights, authority, and any required permission and consent to enter into this Agreement. Any claim against Yahoo and/or its Affiliates will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party. This Agreement represents the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter hereof. Yahoo may provide notices to you, at Yahoo’s option, by email to the email address provided by you to Yahoo, by mail to the postal address provided by you to Yahoo, or by posting on any Yahoo website. It is your responsibility to ensure that your email address and any other contact information you provide to Yahoo is updated and correct. Changes to your contact information should be sent to your designated API service representative or via email to ews-info@yahoo-inc.com. All other notices to Yahoo will be made in writing to: Yahoo! Inc., ATTN: Legal Department, 3333 Empire Avenue, Burbank, CA 91504, and will be sent by registered or certified first-class mail, return receipt requested, courier service or personal delivery and will be deemed received upon delivery. You and Yahoo are independent contractors and nothing in this Agreement will give you the right, power or authority to create any obligation or responsibility on behalf of Yahoo. Except as otherwise set forth in this Agreement, neither you nor Yahoo will have any right, power, or authority to create any obligation or responsibility on behalf of the other and this 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 Affiliates will be third-party beneficiaries to this Agreement and will be entitled to directly enforce, and rely upon, any provision in this Agreement which confers a benefit on, or rights in favor of, them. You may not assign, sublicense, or transfer this Agreement or any right or duty under this Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section will be void and of no force or effect. Yahoo and its subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time this Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity, such as to Yahoo Affiliates. No failure or delay on the part of Yahoo in exercising any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. Yahoo may modify this Agreement at any time by posting such modification on the applicable Yahoo website or by notifying you by email and such revised Agreement will supersede and replace the earlier version. If you do not agree to such modification, your sole remedy is to terminate this Agreement upon written notice to Yahoo. Your continued use of any portion of the Yahoo APIs shall be deemed to be acceptance by you of the modified Agreement. As used in this Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity. The section headings and subheadings contained in this Agreement are included for convenience only, and will not limit or otherwise affect this Agreement.

Exhibit A

YAHOO! BRAND GUIDELINES

  1. General. The Marks (defined above) will be used only as explicitly licensed by Yahoo and only under the terms and conditions and for the purposes described in the Agreement. To the extent they may differ with the general terms below, the specific terms of the Agreement shall prevail.

  2. Appearance of Logos. You, as licensee of the Marks, will ensure that the presentation of the Marks will be consistent with Yahoo’s own use the Marks in comparable media. From time to time, Yahoo may provide you with additional written guidelines as to the size, typeface, colors, and other graphic characteristics of the Marks, which upon delivery to you shall be deemed to be incorporated into the Agreement and into these Yahoo Brand Guidelines.

  3. Marking. The Marks will be designated with “SM”, “TM” or “®”, in the manner directed by Yahoo. Your use of the Marks in any promotional materials must include the following notice: “[Insert Mark name here] is/are the trademarks and/or registered trademarks of Yahoo! Inc.”

  4. Restrictions upon Use. The Marks will not be presented or used: a) in a manner that suggests that editorial content has been authored by, or represents the views or opinions of, Yahoo or any Yahoo personnel or Affiliate; b) in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable; c) in connection with any material that infringes the trademark, copyright or any other rights of any third party; d) as part of a name of a product or service of a company other than Yahoo; or e) in a manner that infringes, derogates, dilutes, or impairs the rights of Yahoo in the Marks; f) in any manner that implies sponsorship or endorsement by Yahoo or its Affiliates of services and products other than those provided by Yahoo or its Affiliates. Yahoo shall have complete discretion to evaluate your use and to decide whether that use violates any of the foregoing restrictions.

  5. Use for Yahoo’s Benefit. Any use of Marks shall inure to the benefit of Yahoo. By using the Marks pursuant to Yahoo’s approval, you acknowledge Yahoo’s ownership of the Marks and you warrant that you will not take any action which is inconsistent with Yahoo’s ownership.

  6. Approvals. All specific uses of the Marks that deviate from the preapproved format must be approved in advance by Yahoo. You must send your request to trademarks@yahoo-inc.com in the format provided in Schedule 1. Yahoo will typically review the request and respond within ten (10) business days, but is under no obligation to respond. You may not alter your use of the Marks from the preapproved format(s) unless and until Yahoo has granted its specific approval and any and all conditions of such approval have been fulfilled.

  7. Revisions & Further Information. These Yahoo Brand Guidelines may be modified at any time by written notice to you.

Schedule 1 – Request for Approval Form

Request For Approval to Use Yahoo Marks

Print this form, provide the required information on separate sheets, and email your request to trademarks@yahoo-inc.com, Attn: API 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 Marks is sought;

  2. Layout/sample of visual that features any Marks; and

  3. Specific description of materials in which Marks will appear. Please include:

    1. Description of nature and content of work (be as specific and thorough as possible); and

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

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These Yahoo Application Programming Interface Terms and Conditions were last updated on March 15, 2011.