MASTER TERMS AND CONDITIONS
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 Yahoo! Inc. (“Yahoo!”), except as set forth in Section 12, below, (ii) a “Yahoo! Company” means Yahoo!, Overture Services, Inc. (“Overture” or “Yahoo! Search Marketing”), Overture Search Service (Ireland) Limited (“OSSIL”), or another Affiliate of Yahoo! or Overture, (iii) “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, (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 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, (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, 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, and (x) “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, below. 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 a late 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 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: (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 ultrahazardous 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 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 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. In connection with a Program, if you have been granted API Access or you have been provided Analytics, you agree to be bound by the API Access & Analytics Program Terms, below.
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 and/or on your website, including all creative, titles, descriptions, trademarks, 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, (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), and (iii) 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 signed 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, public display, and distribution, (ii) 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”), (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, libelous, or threatening, 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, 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.
INDEMNIFICATION. You agree to 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 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. 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.
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. IN NO EVENT SHALL ANY YAHOO! ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES 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. 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, including removing your ads. The Yahoo! Entities shall 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, 3 (second, fourth, and fifth sentences only), 4(iii), and 5 through 15 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.
NOTICES. We may give notices to you by posting on any Yahoo! Company Website, or by email to the address provided by you to us. It is your responsibility to ensure that your contact and account information (including your email and billing addresses) is current and correct, and you will 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, return receipt requested, to: General Counsel, Yahoo! Inc., 701 First Avenue, Sunnyvale, California 94089. In the event you enroll in one or more of the following Programs, if offered, in the United States, Canada, or Brazil: Sponsored Search, Content Match, Search Submit Pro, Product Submit, Travel Submit, Local Featured Listings, Local Enhanced Listings, or EWS (collectively, “Overture Programs”), Overture shall exclusively be, with regard to the Overture Programs, “we,” “us,” and “our,” as referred to throughout these Master Terms and Conditions, Program Terms for the Overture Programs, and any applicable Insertion Orders. In the event you enroll in a Program outside the United States, Canada, or Brazil, OSSIL shall exclusively be “we,” “us,” and “our,” as referred to throughout these Master Terms and Conditions, Program Terms, and any applicable Insertion Orders. Notwithstanding the notice provision above, all notices to Overture for any Overture Programs or OSSIL shall be sent via recognized overnight courier or certified mail, return receipt requested, to: General Counsel, Yahoo! Search Marketing, 3333 Empire Avenue, Burbank, California 91504. The Agreement does not permit you to enroll in our Program(s) in Australia, Japan, or the People’s Republic of China.
CHOICE OF LAW. The terms of the Agreement and any dispute relating thereto or between you and us shall be governed by the laws of the State of California, without regard to conflict/choice of law principles. You and we expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 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 shall be adjudicated on an individual basis and shall not be consolidated in any proceeding with any claim or controversy of any other party.
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, 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. 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 under Section 2, above, 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) in the event Representative (x) breaches or allegedly breaches Section 15a.(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 pursuant to Section 2, above, Representative shall 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.
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 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.
PAYMENT METHOD PROGRAM TERMS - If you participate in the Payment Method Program in a particular country, the following Program Terms apply.
BILLING AND PAYMENT METHOD. When you supply us with a method of payment such as a credit card, charge card, or bank account (“Payment Method”) in connection with a Program, you participate in the “Payment Method Program” and you authorize us to bill your Payment Method pursuant to these Payment Method Program Terms for any and all charges and fees you incur in connection with that Program, including recurring payments. The types of Payment Methods that we accept and the timing of the billing of the charges and fees may vary according to the Program and country; however, we do not knowingly accept debit cards and you should not provide a debit card as a form of payment. The terms of your Payment Method are determined by an agreement(s) between you and your financial institution.
AUTHORIZATION. You agree to keep your Payment Method information on file with us current (such as your address, card or account number, and expiration date, if any), and you also authorize us to update your Payment Method information with data we obtain from your financial institution, the issuer of your credit card or charge card, or from MasterCard or Visa. You authorize us to retain your Payment Method information until such time as you revoke this authorization in accordance with procedures prescribed by us. Any revocation by you of this authorization shall become effective: (a) if your Payment Method is a credit or charge card, when all charges and fees associated with your use of the Programs have been fully satisfied, as determined by us; or (b) if your Payment Method is a bank account, after three (3) business days. Your revocation of this authorization shall have no effect on your liability for charges and fees that you have incurred in connection with your use of a Program prior to such revocation.
EFFECTS OF TERMINATION. Sections 2 (third and fourth sentences) and 3 of these Payment Method Program Terms shall survive any termination of the Agreement.
PAYMENT PLAN PROGRAM TERMS - If you participate in the Payment Plan Program in a particular country, the following Program Terms apply.
PAYMENT METHODS. If you use a Payment Plan, you authorize us to bill your Payment Method for all charges and fees in connection with each Program as specified by the Payment Plan you select (“Payment Plan Program”). Unless and until you or we discontinue your enrollment in a payment plan (“Payment Plan”), your preauthorization for billing your Payment Method is valid until the termination of the Agreement or the discontinuation of the Payment Plan by us or your participation therein. We will send a notification to the e-mail address associated with your Program account(s) after each preauthorized transaction to notify you that your account(s) has been replenished and your charges and fees have been paid. Such payments should appear on the periodic statement sent to you by the provider of your Payment Method. We reserve the right to modify, suspend, or terminate your right to prepay, any Payment Plan, and/or your participation therein at any time. If we modify a Payment Plan, notification will be posted on a Yahoo! Company Website or you will be notified by e-mail. If you do not consent to such modified terms, you may elect to discontinue your enrollment in a Payment Plan at any time by providing written notice to us before the effective date of such modified terms. Your non-termination or continued use of a Program reaffirms that we are authorized to bill your Payment Method automatically and constitutes your acceptance of the terms of any such modified terms. In connection with a Payment Plan, you agree that if your charges equal or exceed your payment, then your ads may be removed from the Distribution Network and you will incur a debit balance for the amount of any unpaid charges incurred under your account(s), including any amounts accrued prior to the time your ads are actually removed. Charges will be posted to your account and must be paid before any of your ads will be made available through the Distribution Network.
TYPES OF PAYMENT PLANS. “Non-Stop Traffic Payment Plan”: Under the Non-Stop Traffic Payment Plan, you preauthorize us to periodically bill your Payment Method on a recurring basis for the amount you specify. Your Payment Method will automatically be billed with the preauthorized amount whenever your account has fewer than approximately the prior three (3) days’ worth of charges remaining, as determined by us. The preauthorized amount then will be credited to your account and, after any debit balance that you may have incurred for charges in excess of the amount you have preauthorized is first deducted, the balance will be available to pay for future charges and fees; thus, while the amount charged to your Payment Method will remain the same throughout the term of your participation in the Non-Stop Traffic Payment Plan, the amount actually available in your account to pay for future charges and fees will vary depending upon the charges and fees you have incurred. “Fixed Budget Payment Plan”: Under the Fixed Budget Payment Plan, you determine a monthly amount for charges to your Program account(s) and you preauthorize us to bill your Payment Method each month in the amount specified. Notwithstanding the monthly amount you specify, if you exceed your available balance in any month, you will incur a debit balance; this debit balance will be deducted from the amount next billed to your Payment Method and the remaining balance will be credited to your account to pay for future charges.
EFFECTS OF TERMINATION. None of the terms and conditions of these Payment Plan Program Terms shall survive the termination of these Payment Plan Program Terms or the applicable Program Terms.
API ACCESS PROGRAM TERMS - If you participate in the API Access Program in a particular country, the following Program Terms apply.
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.
USE. 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 shall 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 shall 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.
EFFECTS OF TERMINATION. None of the terms and conditions of the API Access Program Terms shall 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.
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-use license for internal use with your Program account to use, execute, and display Analytics on your website. You agree that during the Analytics set-up process, we may append certain parameters to the URL associated with your ad to enable Analytics. You agree that you will not edit or delete such parameters, which would prevent the proper functioning of Analytics and would render impaired or inaccurate results. In connection with Analytics, you agree that you will not, directly or indirectly, transmit to a Yahoo! Entity any PII of the visitors to your website(s).
EFFECTS OF TERMINATION. None of the terms and conditions of the Analytics Program Terms shall survive the termination of these Analytics Program Terms or the Program Terms of the Program for which you have been provided Analytics.
DISPLAY ADVERTISING PROGRAM TERMS - If you participate in the Display Advertising Program in a particular country, the following Program Terms apply.
PROGRAM USE. 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. “Preemptible Ads” are ads which are displayed on a space-available basis and are not guaranteed to appear in the Distribution Network, and are designated as such in an Insertion Order. Except with respect to Preemptible Ads, the last sentence of Section 5 of the Master Terms and Conditions does not apply to ads distributed under the Display Advertising Program. Except with respect to Preemptible Ads, we will use commercially reasonable efforts to deliver ads in the amounts and locations by the end of the period specified in an Insertion Order, as applicable.
PLACEMENT OF ADS. If your Information, including any updates, is not given to us four (4) business days prior to its anticipated distribution or does not conform to our policies and specifications, we may distribute, at our option: (i) back-up ads based on Information you have previously given us or (ii) public service announcements of our choice, and bill you at the rates in the 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.
MAKE GOODS. Except for Preemptible Ads, 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.
TERMINATION; EFFECTS OF TERMINATION. Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel an Insertion Order under this Display Advertising Program. 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. Sections 3 and 4 of these Display Advertising Program Terms shall survive termination of these Display Advertising Program Terms.
SPONSORED SEARCH and CONTENT MATCH® PROGRAM TERMS – If you participate in the Sponsored Search Program and/or Content Match® Program in a particular country, the following Program Terms apply.
USE. We provide you access to our sponsored search Program and our Program for Content Match® (“Sponsored Search Program” and “Content Match® Program,” respectively) for your use. “Selected Ad Groups” means the keywords you select, as well as certain misspellings, singular/plural combinations, and other related keywords that we may map to your ads based on the keywords, your ads themselves, and/or the websites to which the ads link. For example, and without limiting the foregoing, if you select the keyword “book,” your ad may also appear in response to the keywords “books” or “buy books.” At a Yahoo! Entity’s discretion, an ad may include a title, description, text, and/or graphics.
PAYMENT. You agree that, in addition to any applicable service fees, you will pay for all clicks on your ads. Your ads are subject to the then-current minimum bid requirements for the Sponsored Search Program and/or Content Match® Program, as applicable. If you select the budgeting option (as may be available in connection herewith and modified by us from time to time), you agree to: (i) ensure that the amount you select for your approximate daily budget is reasonably related to the Selected Ad Groups you bid on, and the amounts you bid on such Selected Ad Groups; and (ii) promptly increase your approximate daily budget to an appropriate amount, if your daily budget does not comply with the foregoing.
EFFECTS OF TERMINATION. Sections 2 and 3 of these Sponsored Search and Content Match® Program Terms shall survive any termination of these Sponsored Search and Content Match® Program Terms.
ADDITIONAL TERMS. You understand that Overture is a subsidiary of Yahoo!, and that Yahoo! and Overture use the Sponsored Search Program and/or Content Match® Program to advertise certain of their respective products and services.
SEARCH SUBMIT PRO, PRODUCT SUBMIT, & TRAVEL SUBMIT PROGRAM TERMS – If you participate in the Search Submit Pro, Product Submit, and/or Travel Submit Programs in a particular country, the following Program Terms apply.
USE. We provide you access to our search submit pro Program (“Search Submit Pro Program”), our product submit Program (“Product Submit Program”), and/or travel submit Program (“Travel Submit Program”) for your use. For purposes herein, an “Index” means a database(s) of documents, Internet pages, and/or information maintained, controlled, and/or marketed by one or more Yahoo! Companies, that may be made available through the Distribution Network. An Index may be branded using third parties’ names or any combination of the Yahoo! Companies and third parties’ names.
PAYMENT. We reserve the right to change the pricing and/or minimum monthly charge at any time upon 30 days written notice to you, which may be provided by email. Subject to availability of advertising inventory, payment of higher fees, and any additional applicable terms, conditions, and/or policies, the display of certain ads may be enhanced through features that may be made available from time to time according to the applicable pricing schedule. In addition to any applicable service fees, you will pay for all clicks on your ads, provided that we may bill you a minimum monthly charge of $200 per Program. Product Submit Program & Travel Submit Program only: Ads will be categorized into the appropriate category either by you or by us, provided that we reserve the right at any time to categorize or re-categorize any uncategorized or incorrectly categorized ads (as determined by us in our discretion).
ADDITIONAL TERMS. A “Feed Provider” means a third-party service provider of feed creation and/or feed optimization services which is provided by us and creates Information or optimizes ads on your behalf for inclusion in an Index. If you choose to use the feed creation and/or feed optimization services provided by a Feed Provider or us, you: (i) grant the Feed Provider and/or us the right to create Information and/or optimize the ads; (ii) agree that such applicable Information and ads created and/or optimized by a Feed Provider or us may not be used for any non-Yahoo! Company service; and (iii) agree to allow a Feed Provider to collect and provide to us: (a) data gathered from the applicable ads, and (b) conversion data gathered from such ads, provided that you install the necessary software to enable Analytics. If you or the Feed Provider submit Information, ads, or any portion thereof that do not comply with our requirements (including a failure to update the applicable Information) or are otherwise unacceptable, we may exclude and/or continue to use existing ads and Information as applicable. YOU AGREE THAT ALL INFORMATION AND ADS CREATED OR OPTIMIZED BY A FEED PROVIDER AND/OR US 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. Section 10 of the Master Terms and Conditions applies to any Feed Provider in connection with these Search Submit Pro, Product Submit, & Travel Submit Program Terms.
EFFECTS OF TERMINATION. Upon termination of these Search Submit Pro, Product Submit, & Travel Submit Program Terms, you agree that your ads may remain in each applicable Index for up to fifteen (15) days following termination. Sections 2, 3, and 4 of these Search Submit Pro, Product Submit, & Travel Submit Program Terms shall survive termination of such Program Terms.
LOCAL ENHANCED LISTINGS & LOCAL FEATURED LISTINGS PROGRAM TERMS – If you participate in the Local Enhanced Listings and/or the Local Featured Listings Programs (U.S. only), the following Program Terms apply.
USE. We provide you access to the Program for local enhanced ads (“Local Enhanced Listings Program”) and/or Program for local featured ads (“Local Featured Listings Program”) for your use. For purposes herein, an “Index” means a database(s) of documents, Internet pages, and/or information maintained, controlled, and/or marketed by one or more Yahoo! Companies, that may be made available through the Distribution Network. An Index may be branded using third parties’ names or any combination of the Yahoo! Companies’ and third parties’ names. You must be a business based and located in the U.S. and selling goods and/or services at a physical business location in the U.S. and/or in a service area surrounding the U.S. business address you provide to us. You may not participate in these Programs if you maintain a presence or offer services solely on the internet or outside the U.S. You represent, warrant, and covenant that the ad(s) and Information for each location fairly and accurately describe the goods and/or services that you sell at that particular physical business location or within the service area surrounding your address, and that you have all necessary rights, permits and licenses to offer for sale, sell, and ship all products or services available through the businesses and websites identified in your ads, regardless of whether such products or services are described in your ads. You may not submit, or permit the submission of, multiple ads for the identical business. If you operate a business in more than one physical location or service area, you must run separate ads for each location or service area you advertise. All Information you submit in connection with these Programs must be in the English language, and if your ad links to a website, the website must be predominantly in the English language, with the official business name visible to any visitor to the website. Ads will be categorized into the appropriate category(ies) and geography(ies) either by you or by us, provided that we reserve the right at any time to categorize or re-categorize any uncategorized or incorrectly categorized ads (as determined by us in our discretion).
PAYMENT. You agree that, in addition to any applicable service fees, you will be billed as specified in your online account(s) or in an Insertion Order. We reserve the right to change the pricing of the Programs at any time upon 30 days prior written notice to you, which may be provided by email.
RATINGS AND REVIEWS. You acknowledge that we enable users to rate and provide written reviews on the business(es) listed in your ads, including the business’s services and/or products, and that such ratings and reviews will be publicly displayed. By participating in the Local Enhanced Listings Program or the Local Featured Listings Program, you agree to be subject to such rating and review features, and that we shall have no liability in connection therewith nor any obligation to remove any reviews or ratings.
MAPS. You acknowledge and agree that we may use your address in an online map and that we shall have no liability in connection therewith nor any obligation to remove any such information.
EFFECTS OF TERMINATION. Upon termination of these Local Enhanced Listings & Local Featured Listings Program Terms, you agree that your ads may remain in the Index for up to 30 days following termination. Sections 2, 3, 4, and 5 of these Local Enhanced Listings & Local Featured Listings Program Terms shall survive termination of these Local Enhanced Listings & Local Featured Listings Program Terms.
SPONSORSHIP PROGRAM TERMS – If you participate in the Sponsorship Program in a particular country, the following Program Terms apply.
USE AND DEFINITIONS. We provide you access to our Program for product placements, exclusive placements, logo ads, and/or other sponsorship advertising (“Sponsorship Program”) for your use. A “Sponsorship” is the sponsorship advertising campaign described in an Insertion Order or elsewhere. The terms and conditions of any advertising to promote the Sponsorship shall be subject to an Insertion Order and the applicable Program Terms.
FEES. You agree that you will pay the Sponsorship fees specified in the applicable Insertion Order. If a line item of an Insertion Order for a Sponsorship specifies a number of ads, streams, impressions, or clicks, such number shall be considered a minimum, and in the event of under-delivery of such minimum, the make good in Section 4 shall apply.
SPONSORSHIP DESIGN. You acknowledge and agree that we are, and will at all times be, the “executive producer” of the Yahoo! Company Websites, and we will be responsible for the design, layout, look-and-feel, posting, and maintenance of any aspects of the Yahoo! Company Websites, including the display and performance of the Sponsorship; however, we may consult with you regarding the appearance of the Sponsorship prior to its display.
MAKE GOODS. We will use commercially reasonable efforts to deliver the Sponsorship as agreed in the Insertion Order. If we fail to deliver the Sponsorship as agreed in the Insertion Order or have under-delivered (if applicable), then (i) for purposes of this Section 4 of the Sponsorship 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 and value in our discretion: (a) a refund of the fees representing the portion of the Sponsorship that was undelivered or misdelivered, and/or (b) an extension of the term of the Sponsorship with a refund representing the portion of the Sponsorship that was undelivered or misdelivered at the end of such extended term.
TERMINATION; EFFECTS OF TERMINATION. Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel a Sponsorship or an Insertion Order related to a Sponsorship. In the event of a termination of these Sponsorship Program Terms, all terms and conditions of these Sponsorship Program Terms shall survive until such time as all Insertion Orders related to a Sponsorship have ended. Sections 3, 4, and 5 of these Sponsorship Program Terms shall survive termination of these Sponsorship Program Terms.
MICROSITE PROGRAM TERMS – If you participate in the Microsite Program (U.S. only), the following Program Terms apply.
USE AND DEFINITIONS. We provide you access to our Program for Microsites (“Microsite Program”) for your use. A “Microsite” is the pages of the Yahoo! Company Website located at the URL listed in the Insertion Order or elsewhere. “User Information” means data voluntarily, directly, and expressly provided by a user during his/her use or interaction with the Microsite. “Content” is Information to be included or potentially included in the Microsite, as well as the derivative works of such (including content submitted and/or generated by users (“User-Generated Content”)), including any and all audio, videos, data, images, files, hypertext links, scripts, trademarks, service marks, logos, and other distinctive brand features. The terms and conditions of any advertising to promote the Microsite shall be subject to an Insertion Order and the applicable Program Terms.
LICENSE GRANTS. 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) until the earlier of the termination of the Microsite Program Terms or the date specified in the Insertion Order 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. Notwithstanding the preceding sentence, the grants and rights with respect to User-Generated Content described in the preceding sentence shall not terminate.
TERMINATION; EFFECTS OF TERMINATION. Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel a Microsite or an Insertion Order related to a Microsite. In the event of a termination of these Microsite Program Terms, all terms and conditions of these Microsite Program Terms shall survive until such time as all Insertion Orders related to a Microsite have ended. Sections 2 (last sentence), 4, and 5 of these Microsite Program Terms shall survive termination of these Microsite Program Terms.
PROMOTION PROGRAM TERMS – If you participate in the Promotion Program (U.S. only), the following Program Terms apply.
GENERAL. 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 shall be subject to an Insertion Order and the applicable Program Terms, and the terms and conditions of the Microsite associated with a Promotion shall 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. 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 shall 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 shall survive termination of these Promotion Program Terms.
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The Agreement, including the Master Terms and Conditions and Program Terms, was last updated on October 10, 2007.