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Terms and Conditions


Ineedhits.com Pty Ltd ("ineedhits.com") services ("Services") include submission of URLs to search engines for listing in their databases and providing Web site optimization and online advertising services. For full details of the Services provided by ineedhits.com, see www.ineedhits.com.

These terms and conditions apply to the use of this Web site including the purchase of Services over this Web site. In using this Web site, you agree to be bound by these terms and conditions. If you do not accept these terms and conditions, you must refrain from using the Web site.

By using the Service, you agree to be legally bound and to abide by the Terms of Service, just as if you had signed this Agreement. If you do not comply and/or continue to comply with the Terms of Service, ineedhits.com may terminate your right to access the service.

1. Terms and Conditions


You agree and continue to agree to use the Services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out below.

You will not engage in any conduct that in the discretion of ineedhits.com restricts or inhibits any other person from using or enjoying the Services. You agree to use the Services only for lawful purposes. You are prohibited from posting on or transmitting through the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law.

Ineedhits.com may elect to electronically monitor the Services for adherence to these Terms & Conditions and may disclose to the extent permitted by law any content, records or electronic communication of any kind (i) to satisfy any law, regulation or authorized governmental request, (ii) if such disclosure is necessary to operate the Services, or (iii) to protect the rights or property of ineedhits.com or its partners.

Ineedhits.com reserves the right to prohibit conduct, communication or content which it deems in its discretion to be harmful to individual users or other third-party rights, or to violate any applicable law.

2. Agreement to Purchase


By law, an order placed by you, the customer, is an intent to buy and cannot rescind solely because of a change in mind. Orders placed through this Web site are not altered in any way unless authorized to do so by you, the customer. You acknowledge that ineedhits.com Services may be automatically renewed unless otherwise requested by yourself. All orders are processed according to authorization to do so. If there are any changes contact us immediately.

a. Service Renewal

You acknowledge that ineedhits.com Services may be automatically renewed unless otherwise requested by yourself.

In order to cancel a subscription, the account holder must login to their account to verify themselves and request cancellation from the subscriptions management console. For administration purposes, up to 10 business days should be allowed from the time this cancellation request is provided, to when the account cancellation occurs.

b. Subscription Purchases

A contract is created between ineedhits.com and you, the customer, upon receipt of your pre-paid subscription order and payment details via the www.ineedhits.com website.

Under the pre-paid subscription contract, you agree to have ineedhits.com fulfill search engine marketing services, on the specified URL/s (web pages) for the full duration of the specified pre-paid subscription period, as purchased.

Pre-paid subscriptions are exempt from refunds, credits or compensation for any outstanding services or deliverable outcomes caused by the early termination/cancellation of the pre-paid subscription contract by the customer.

c. Clicks4Sure

The Clicks4Sure service may be cancelled at any time during the 12 month period, but will be charged a cancellation fee, equal to the Customer's current Clicks4Sure monthly fee, or the value of the total number of clicks they have received but not paid for at the time of cancellation, if the value of clicks is greater than the value of the monthly fee. Upon cancellation, the customer's campaign will be cancelled with immediate effect, with already paid fees for a current month being non-refundable.

Any Clicks4Sure advertising campaign which has not received the Clicks4Sure guaranteed traffic amount within the 12 month period, will remain in the search network until all the clicks purchased have been recorded. The customer will not be charged for any reported clicks over the total number of annual clicks purchased. In the event of a conflict between click calculations provided by the customer's tools and the internal systems used by ineedhits, the calculations of ineedhits will be used and will be the basis on which the customer is billed.

d. ineedhits Banner Network

The ineedhits' banner network is displayed across various pages and sites which can change without prior notice. Ineedhits will only display banners that are not illegal, unethical or misleading and that are in good taste. Ineedhits.com will not display banners of an adult nature (exception adult dating banners that are in good taste are accepted). Ineedhits.com reserves the right not to create or display banners that either directly or indirectly compete with ineedhits' services or are not in the best interests of ineedhits.com or its customers. The decision regarding the suitability of any banner rests solely with ineedhits.com and shall be final. Any payments made for creating or displaying banners on the ineedhits' banner network will be forfeited without eligibility for any form of refund or compensation.

e. ineedhits Newsletter Advertising

ineedhits will only include advertisements that are not illegal, unethical or misleading and that are in good taste. Ineedhits reserves the right not to create or display advertising that either directly or indirectly competes with ineedhits' services or that is not in the best interests of ineedhits or its customers. Advertisements which are likely to negatively impact the delivery rate of the newsletter will also not be accepted.

The decision regarding the suitability of any advertisement rests solely with ineedhits and shall be final. Any payments made for creating or displaying advertisements will be forfeited without eligibility for any form of refund or compensation.

f. Easy Search Advertising (formerly Easy PPC)

ineedhits will strive to set up online advertising campaigns and deliver Google and/or Yahoo! paid search traffic to the customer's website. If paid search traffic cannot be delivered to the website in question due to the editorial policies of the search engines regarding the acceptance of advertiser web properties, ineedhits is not to be held liable. Ongoing account management fees are billed monthly in advance at a flat rate starting from $99.  Any service or account management fees already paid to ineedhits are non-refundable.

Search Engine Guidelines For Easy Search Advertising Pay-Per-Click Campaigns

Please note that Google and Yahoo! don't accept websites into their paid search campaigns that fail to comply with the following guidelines:

  • The URL must not have a redirect.
  • The destination URL must be active and not under construction. The destination URL cannot link to an email address or a file.
  • Pop-ups are not allowed on the landing page.
  • Links to your website must allow users to enter and exit the landing page easily, and to return to the search results page or ad network by clicking once on the browser's "Back" button.
  • The landing page should use a secure server (https://) when collecting personal information from users.
  • The site must not have Duplicate Content (e.g. affiliate sites).
If you have a site that clashes with these search engine guidelines or if you have a gambling, adult, pharmaceutical, home based business or affiliate site, please click here to find out more about our Clicks4Sure program. For more information, visit https://adwords.google.com/select/guidelines.html

g. Yahoo! Search Submit Basic

Yahoo! Search Submit Basic may refuse or remove any URL (Web Page) from Yahoo! Search Submit's database for any reason, including without limitation any web page that does not comply to Yahoo! Content Quality Guidelines. By purchasing Yahoo! Search Submit Basic you agree to be bound by the Yahoo! Terms and Conditions and Terms of Service.

h. Code Upload

ineedhits can only upload "Alt Tag" and "Text Link Tag" optimized code elements in cases where a web page is written in simple HTML. If a web page has been designed using dynamic server side languages (i.e. PHP, ASP, CGI) rather than simple HTML, uploading of non Meta Data elements will be the responsibility of the customer and/or their webmaster.

i. Local Search Listing

The Local Search Listing service may be cancelled at any time. There will be charged a cancellation fee equivalent to one (1) months service for all cancellations. Upon cancellation, the customer will continue to have access to their Online Local Profile for that additional one (1) month period.

For businesses located in the US, their Local Search Listing will be submitted to 35 local search engines each month. Customers will also receive an Online Local Profile. Click here for a complete list of these search engines.

For businesses located in Germany, Australia, Canada, China, Spain, France, Italy, Japan, Netherlands or UK, their Local Search Listing will be submitted to Google Local. Customers will also receive an Online Local Profile.

For all other businesses located in a country not listed above the customer will receive an Online Local Profile.

Search Engines will only accept a Local Search Listing submission where a valid business address has been provided. P.O Box addresses will not be accepted. ineedhits does not guarantee inclusion into these search engines.

j. Packages and Special Offers

All packages purchased after the 2nd October 2007, are made available as monthly subscriptions by default. The packages and/or constituent services may cancelled or paused at anytime via the ineedhits’ customer subscription management area.

On cancellation or pausing of individual service/s from a package – the remaining (those not cancelled or paused) service/s from the package will remain on subscription. The monthly price of the remaining services will represent their proportion of the package price, based on the full recommended retail price of the equivalent services (as at the time of purchase).

Special Offer services purchase before the 2nd October 2007, are treated as one service and therefore can only be cancelled or placed on hold in entirety.


l. Pricing and Billing

Ineedhits.com is an international company based in Australia. All transactions are therefore listed in US dollars and charged in Australian dollars. Due to the constant fluctuation in exchange rates, this may result in some small variations in the US dollar value that is charged to the customer. Ineedhits.com cannot be held responsible for any variations in International exchange rates that may be imposed by a customer's banking institution.

You acknowledge and agree that Ineedhits.com Pty Ltd may change its pricing structure at any time at its sole discretion.

ineedhits reserves the right to employ the services of a debt collector in the event that a chargeback for services is received. We reserve the right to recover any costs associated with recovering this debt.

3. Promotions and Discounts


a. Discount

The value of the discount shall be as represented by the offer as stipulated in the details of the promotion. The discount may be applied to a particular product only or to an entire order placed via the checkout process on http://www.ineedhits.com. Services available on subdomains or third party websites are excluded from discount offers unless otherwise stated. The discount shall only be applied to the first order and not subsequent (repeating) orders.

b. Redemption

Coupons and coupon codes may be subject to an expiry date. All times and dates are recorded in GMT time.

Coupon codes may be subject to a redemption limit, after which coupons are no longer redeemable. Ineedhits' is solely responsible for the record keeping of coupon redemption.

Coupons are not redeemable for cash and are non transferable. Failure to enter this code correctly will constitute an invalid code and the discount will not be applied.

4. Representations and Warranties


You expressly agree that use of the ineedhits.com service is at your sole risk. The ineedhits.com service is provided on an "as is" and "as available" basis. Ineedhits.com expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Notwithstanding any other provisions of these terms and conditions, where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following: (a) if the breach relates to goods, (i) the replacement of the goods or the supply of equivalent goods, (ii) the repair of such goods, (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to services, (i) the supplying of the services again or (ii) the payment of the cost of having the services supplied again.

a. Warranty Disclaimer

Ineedhits.com shall not be responsible for URLs dropped or excluded for any reason.

Ineedhits.com does not represent, warrant, or guarantee that Customers' URLs will achieve a favorable position, or any position. We cannot control or guarantee which, if any, search engines will accept the submission of your site. Ineedhits.com shall not be responsible for delays or failure of performance resulting from internet service provider delivery problems or failure, or any communication or delivery problems associated with the Customer's order details, such as incorrect email address or URL address.

b. Service Delivery

Ineedhits.com reserves the right to set a maximum registration process to the search engines of six to seven (6-7) working days deducting weekends (Excluding Banner Advertising campaigns and Newsletter Advertising which are completed after the technical services and submission of your site). Due to any reasons beyond our control that causes your order not to be completed within the above maximum timeframe, either due to problem router systems, internet downtimes or extreme congestion, ineedhits.com reserves the right to complete the technical services of the orders within 30 working days time of successful charging of an order deducting weekends.

Ineedhits.com shall not be responsible for acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.

Ineedhits.com does not warrant or represent that the use or the use of the materials available through the ineedhits.com service or from third parties will be correct, accurate, timely, reliable or otherwise.

c. Security

Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside ineedhits.com's control and could result in a breach of security. You hereby expressly waive any claim against Ineedhits.com arising out of the loss of data through corruption, piracy, breach of security or for any other reason.

d. Indemnity

To the maximum extent allowed by law, ineedhits.com and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services. Further, ineedhits.com will not have any liability for any losses arising because its Services are not operational or accessible. This section does not limit liability for bodily injury of a person. Some countries or states do not allow limitations on incidental or consequential damages, so the above limitations may not apply in certain circumstances.

e. G-Boost, Y-Boost and M-Boost Money Back Guarantee

Upon request, ineedhits will issue a money back guarantee on the cost of the G-Boost and/or Y-Boost and/or M-Boost initial month's service(s), if your top line domain is not included in the "boost" specific search engine within 7 days of service completion.

If the G-Boost and/or Y-Boost and/or M-Boost service is a part of a package, the refund will represent that services proportion of the package’s initial month’s cost. 

This guarantee "excludes" pages:
  • Where the submitted site is not the destination URL including 301, 302 and DNS redirects.
  • Without content which can be readily indexed by a search engine, including but not limited to sites which contain only images or flash content.
  • That rely heavily on content or links to content created for another web site, such as affiliate content.
  • Which result in a 404 error.
  • Which are secure such as https pages
  • Where the “robots.txt” file is set-up in a manner which disallows crawling by search engine spiders and web robots.
  • On websites with adult (pornographic) material, as tests have shown that these types of sites on average face tougher scrutiny and can tend to exceed the 7 day inclusion timeframe.
Please contact us if you are unsure about any of the above exclusions.

You must apply for the money back guarantee by contacting our team within 30 days of service completion. Applications made after this time period has elapsed will be considered invalid. Any rulings on the above terms of the G-Boost, Y-Boost and M-Boost Money Back Guarantee made by ineedhits are final.

5. Copyright


Copyright in this Web site (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorized by these terms and conditions, you may not in any form or by any means:

  • adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this Web site; or
  • commercialise any information, products or services obtained from any part of this Web site without our written permission.
Except where otherwise specified, any word or device to which is attached the ™, ® or © symbol is a registered trade mark.

a. Use of Trade Marks

If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

  • in or as the whole or part of your own trade marks;
  • in connection with activities, products or services which are not ours;
  • in a manner which may be confusing, misleading or deceptive;
  • in a manner that disparages us or our information, products or services (including this Web site).
Unless we agree otherwise in writing, you are provided with access to this Web site only for your personal use. You are authorized to print a copy of any information contained on this Web site for your personal use, unless such printing is expressly prohibited. Without limiting the foregoing, you may not without our written permission on-sell information obtained from this Web site.

This Web site may contain links to other Web sites ("linked Web sites"). Those links are provided for convenience only and may not remain current or be maintained.

We are not responsible for the content or privacy practices associated with linked Web sites.

Our links with linked Web sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked Web sites, or of any information, graphics, materials, products or services referred to or contained on those linked Web sites, unless and to the extent stipulated to the contrary.

6. Privacy and Confidentiality


We undertake to comply with the term of our privacy policy which is located here.

7. Reseller Arrangements


If you have been introduced to ineedhits via a third party reseller, some information may be shared with these partners including you email, name and products purchased for reporting purposes. Billing and other contact information will remain confidential.
 

8. Amendments


We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon notification on this Web site. Your continued use of the Web site following such notification will represent an agreement by you to be bound by the terms and conditions as amended.

9. General Provisions


Access to this Web site may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

These terms and conditions are governed by the laws in force in the State of Western Australia.

To return to our home page click here By doing so, you acknowledge that you have read, understood and accept the above terms of use.

10. Yahoo! Terms and Conditions


Participation in the Yahoo! Search Submit Basic program means you also adhere to the following Yahoo! Terms and Conditions.

MASTER TERMS AND CONDITIONS

1. INTRODUCTION AND DEFINITIONS.
We provide you and, if applicable, Authorized Users, access to our products, services, code, and/or programs (each a “Program”) for your use, subject to your acceptance of and compliance with these Master Terms and Conditions (the “Master Terms and Conditions”), the terms and conditions of the Programs in which you enroll (each “Program Terms”), 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”), and any statement(s) of work (each an “SOW”) (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”), 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, Insertion Order, or SOW, as applicable. Terms used in any Program Terms, Insertion Order, or SOW, 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.

2. 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 and you agree to pay such charges, without offset or deduction, within 30 days of the invoice date. 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. 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 may be closed by us and will be assessed an account closing fee not to exceed $25 U.S. or its equivalent. 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.

3. 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, nor (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. 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 conduct public traffic tests and you agree to pay all charges incurred during those testing periods. 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 from time to time provide free clicks, free impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations.

4. 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 or that is provided or used on your behalf 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.

5. 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.

6. CONFIDENTIALITY.
“Confidential Information” means any information disclosed to you by us, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us, (ii) becomes publicly known and made generally available after disclosure to you by us other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by us, as shown by your files and records. You shall not at any time: (i) sell, license, or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement and who have a legitimate need to know such Confidential Information in connection with the Agreement), or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (a) you give us prompt written notice of such requirement prior to such disclosure, (b) at our request, you assist us in obtaining an order protecting the Confidential Information from public disclosure, and (c) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain our personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information shall be delivered to us, destroyed, or uninstalled immediately upon our request, or upon termination of the Agreement. Nothing contained in the Agreement will prevent a Yahoo! Company from complying with applicable privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Yahoo! Company privacy policy (“Privacy Policy”) (as posted on or linked from a Yahoo! Company Website), the Agreement shall control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the Programs and all information described in the applicable Privacy Policy may be shared with and used by (x) the Yahoo! Companies, and/or (y) certain selected third parties only in aggregated, anonymous form. You may not issue any press release or other public statement regarding the Agreement, the Programs, or a Yahoo! Company without our prior written consent.

7. 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 our policies or guidelines (collectively, “Laws”), including the CAN-SPAM Act of 2003, (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, 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.

8. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless the Yahoo! Entities from any and 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 any and 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.

9. 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.

10. LIMITATION OF LIABILITY.
ANY LIABILITY OF THE YAHOO! ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO 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. 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.

11. 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.

12. 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: Sponsored Search, Content Match, Search Submit Pro, Product Submit, Travel Submit, Local Featured Listings, or Local Enhanced Listings (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 or SOWs. Notwithstanding the notice provision above, all notices to Overture for any Overture Programs 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.

13. CHOICE OF LAW.
Any dispute relating to the Agreement 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.

14. OTHER.
The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Master Terms and Conditions or any Program Terms, Insertion Order(s), or SOW(s) shall be binding on us unless expressly agreed to in writing by us. In the event of a conflict between the Master Terms and Conditions, any Program Terms, Insertion Order, and/or SOW, the conflict shall be resolved according to the following order of precedence: (1) Program Terms, (2) Master Terms and Conditions, (3) Insertion Order, and (4) SOW. Notwithstanding the foregoing, an Insertion Order or SOW (as applicable) may amend the Master Terms and Conditions and/or the applicable Program Terms, only if the amended terms contained in such Insertion Order or SOW: (i) apply only to the account(s) listed in the Insertion Order or SOW, (ii) apply only to that Insertion Order or SOW and not to any other Program, Insertion Order(s), or SOW(s), and (iii) specifically identify the provision(s) of the Program Terms or the Master Terms and Conditions they amend. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof shall be deemed a waiver of any other breach of such provision or a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provision shall be replaced by a valid provision that has a similar economic effect. We shall have no liability under the Agreement by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our reasonable control. You and we are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we shall have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 14 shall be void and of no force or effect. We and our 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 our Affiliate(s). The Programs are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in the Programs, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Information. Any rights not expressly granted in the Agreement are reserved by us, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only. The term “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity. We may change the Agreement and/or a Privacy Policy at any time, notwithstanding Section 12, above, by posting such on the applicable Yahoo Company Website or by email. Any use by you or Authorized Users of any Program after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. You understand and agree that services and obligations to be performed by us hereunder may be performed by other Yahoo! Companies and/or third-party service providers.

15. 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 or SOW, together with Advertisers. “Advertiser” means an entity (including a sole proprietor) which is/will be enrolled in a Program by you. Representative shall be deemed, in addition to a Representative, an Advertiser if it enrolls itself in any Program. 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 SOW 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 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 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 15(a)(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.

16. 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. 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 any then-current usernames and passwords. This means that you will not have the right to use any Program unless and until we execute 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, of the Master Terms and Conditions. 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, the following Program Terms apply.

1. 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; 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.

2. 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.

3. 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, the following Program Terms apply.

1. 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.

2. 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.

3. 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, the following Program Terms apply.

1. USE.
If we grant you API Access in connection with a Program (“API Access Program”), API Access will be considered part of such Program. “API Access” is the ability, via the API Code, to access certain Program account information and/or features, and to execute commands for your Program account(s). You may not use your API Access, including any data obtained therefrom, for purposes other than managing your Program account(s) to which the API Access relates. In the event your use of a Program terminates, your API Access to such Program will terminate immediately. We may limit, modify, or terminate your API Access, in our discretion, at any time, and such modifications may require you to make changes, at your expense, to the API Code for continued API Access. “API Code” is software enabling API Access created by you or us using an XML/SOAP interface we specify. You may not use API Access pursuant to this section if you are party to another agreement with a Yahoo! Company that provides for such access.

2. 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.

3. 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, the following Program Terms apply.

1. USE.
We may provide you with Analytics in connection with a Program 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).

2. YOUR WEBSITE.
While Analytics is on your website(s), you agree to: (i) obtain all rights and permissions necessary for the Yahoo! Companies to use the Analytics data, including statistical and traffic information collected by us and/or provided by you, as contemplated under the Agreement, and (ii) maintain and adhere to a privacy policy on your website(s) which shall, at a minimum: (a) be available as a clear and conspicuous link from the main page of your website(s) and any other website page where visitors may provide PII, (b) comply with all applicable Laws, and (c) contain language materially similar to the following:

“We have contracted with Yahoo! to monitor certain pages of our website for the purpose of reporting web traffic, statistics, advertisement ‘click-throughs,’ and/or other activities on our website. No personally identifiable data is transferred to Yahoo! by us. Where authorized by us, Yahoo! may use cookies, web beacons, and/or other monitoring technologies to compile anonymous statistics about our website visitors. However, if you choose, you may opt out from Yahoo!’s collection of such information outside of the Yahoo! network of websites, by clicking on the following link: http://docs.yahoo.com/info/privacy/us/ysmt.html.”

3. 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, the following Program Terms apply.

1. PROGRAM USE.
We provide you access to the display advertising Program (“Display Advertising Program”) for your use. “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 the 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.

2. 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, at our option: (i) reduce the number of ads to be provided under an Insertion Order and bill you at the rate in the Insertion Order for such undelivered ads, or (ii) distribute back-up ads based on Information you have previously given us or 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.

3. 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 the 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.

4. 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 the Agreement 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, the following Program Terms apply.

1. 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. Our contracts with distribution partners require their compliance with the CAN-SPAM Act of 2003.

2. 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.

3. 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.

4. 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, SEARCH SUBMIT BASIC, PRODUCT SUBMIT, & TRAVEL SUBMIT PROGRAM TERMS
If you participate in the Search Submit Pro, Search Submit Basic, Product Submit, and/or Travel Submit Programs, the following Program Terms apply.

1. USE.
We provide you access to our search submit pro Program (“Search Submit Pro Program”), our search submit basic Program (“Search Submit Basic 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.

2. 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. Search Submit Basic Program only: In addition to any applicable service fees, you will pay a nonrefundable annual fee for each URL we accept into the Program. Search Submit Pro Program, Product Submit Program, & Travel Submit Program only: 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).

3. 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, Search Submit Basic, Product Submit, & Travel Submit Program Terms. Submit Basic Program only: While you participate in the Search Submit Basic Program, you may not participate in the Search Submit Pro or Search Submit Express Programs (or their successors), and you may not maintain more than one Search Submit Basic account per domain (whether directly or indirectly); in the event you do, we may terminate the relevant agreements and you may not receive a refund with respect to amounts paid under such agreements.

4. 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, Search Submit Basic, 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, the following Program Terms apply.

1. 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).

2. 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.

3. 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.

4. 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.

5. 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.

MICROSITE PROGRAM TERMS
If you participate in the Microsite Program, the following Program Terms apply.

1. 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 and/or SOW. “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 Information 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.

2. 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 and/or SOW, 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.

3. MICROSITE DESIGN.
You acknowledge and agree that we are, and will at all times be, the “executive producer” of the Yahoo! Cony 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 Content; however, we will consult with you regarding the appearance of the Microsite prior to its display. We may, at our discretion, include on the Microsite links to your privacy policy. We shall display the links, attributions, copyright, or other proprietary notices (including trademark notices) you reasonably request in writing in connection with the display and/or performance of the Content, subject to our right to modify or exclude such links, attributions, and notices to the extent that we deem them impractical or inappropriate for the device on which the Content is intended to be reproduced, displayed, or performed. Except as may be set forth in an Insertion Order or SOW, we have no duty or obligation, express or implied, to post, host, stream, or otherwise include any Content on any Yahoo! Company Websites. Your use of the Microsite Program does not confer in us any right of ownership of the Content. You will deliver the Content and updates to the Content to us in accordance with our formatting, delivery, and technical specifications provided or made available to you by us until the earlier of the termination of the Microsite Program Terms or the date specified in the Insertion Order or SOW. You shall provide ongoing assistance to us with regard to technical, administrative, and service-oriented issues relating to the use, encoding, transmission, and maintenance of the Content, as we may reasonably request.

4. USE OF DATA.
In the event that the Microsite receives any User Information including PII, and we share such data with you, you represent, warrant, and covenant that (i) the User Information will be used, accessed, and maintained in strict compliance with all applicable Laws, your privacy policy, the user’s authorization, and industry standard security specifications; (ii) if any user requests or we request on their behalf, you will immediately remove any PII relating to such user from your database or other records; (iii) you will not resell, disclose, transfer, or otherwise make available any PII; and (iv) you have reviewed our applicable Privacy Policy and that you will use commercially reasonable efforts to ensure that your use of User Information obtained in connection with a Microsite does not directly or indirectly cause us to violate any provision of our applicable Privacy Policy. User Information is owned by us and is our Confidential Information.

5. TERMINATION; EFFECTS OF TERMINATION.
Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel an Insertion Order or SOW under the Microsite Program or an Insertion Order for advertising related to a Microsite. In the event of a termination of the Microsite Program Terms, all terms and conditions of the Agreement shall survive until such time as all SOWs or Insertion Orders under the Microsite Program Terms 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, the following Program Terms apply.

1. 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 SOW 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/or SOW and the Microsite Program Terms. Notwithstanding our approval or assistance in connection with a Promotion as may be specified in an SOW, 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.

2. DATA.
User Information collected from a user in connection with registering for a Promotion is “Promotion Registration Data.” User Information that is necessary for the fulfillment of any prizes, premiums, or discounts under a Promotion is “Promotion Fulfillment Data.” Promotion Registration Data and Promotion Fulfillment Data are referred to collectively as “Registration Data.” We grant you a limited, revocable, non-transferable license to use: (i) the Promotion Registration Data of those users who, during registration for a Promotion, have specifically opted-in to receive future communications from you, (ii) the Promotion Registration Data of those users who, during registration for a Promotion, agree to allow us to share their information with you, provided that your use of such Promotion Registration Data is in accordance with your privacy policy linked from the Microsite where the User Information is collected, and (iii) the Promotion Fulfillment Data for the fulfillment of prizes, premiums, or discounts for that Promotion. Registration Data is owned by us and is our Confidential Information. In connection with a Promotion, you represent, warrant, and covenant that: (a) notwithstanding anything to the contrary in our or your applicable privacy policy, you agree that any Registration Data obtained in connection with a Promotion, including PII, will be used and maintained in strict compliance with the official rules of the Promotion, all applicable Laws, the user’s authorization, and industry-standard security specifications; (b) if any user requests or we request on their behalf, you will immediately remove any PII relating to such user from your database or other records; (c) you will not resell, disclose, transfer, or otherwise make available any PII; and (d) you have reviewed our applicable Privacy Policy and that you will use commercially reasonable efforts to ensure that your use of Registration Data obtained through a Promotion does not directly or indirectly cause us to violate any provision of our applicable Privacy Policy.

3. TERMINATION.
Notwithstanding Section 11 of the Master Terms and Conditions, you may not cancel an SOW related to a Promotion or an Insertion Order for advertising related to a particular Promotion. If you terminate these Promotion Program Terms, all terms and conditions of the Agreement shall survive until such time as all SOWs under the Promotion Program have ended. Sections 1 (last sentence), 2, and 3 of these Promotion Program Terms shall survive termination of these Promotion Program Terms.

***

The Agreement, including the Master Terms and Conditions and Program Terms, was last updated on March 26, 2007.

10. Yahoo! Terms of Service


1. ACCEPTANCE OF TERMS
Yahoo! Inc. ("Yahoo!") welcomes you. Yahoo! provides its service to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://info.yahoo.com/legal/us/yahoo/utos/utos-173.html. In addition, when using particular Yahoo! owned or operated services, you and Yahoo! shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules (including but not limited to our Spam Policy) are hereby incorporated by reference into the TOS. Yahoo! may also offer other services that are governed by different Terms of Service. For instance, different terms apply to homesteaders on Yahoo! GeoCities or members of AT&T Yahoo! Dial or AT&T Yahoo! High Speed.

2. DESCRIPTION OF SERVICE
Yahoo! provides users with access to a rich collection of resources, including various communications tools, forums, shopping services, search services, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for Yahoo! to provide the Service. You also understand and agree that the Service may include certain communications from Yahoo!, such as service announcements, administrative messages and the Yahoo! Newsletter, and that these communications are considered part of Yahoo! membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Yahoo! properties, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Yahoo! assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

Please be aware that Yahoo! has created certain areas on the Service that contain adult or mature content. You must be at least 18 years of age to access and view such areas.

3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Yahoo! has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Yahoo! has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Yahoo! is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Service must create a Yahoo! Family Account. When you create a Yahoo! Family Account and add your child to the account, you certify that you are at least 18 years old and that you are the legal guardian of the child/children listed on the Yahoo! Family Account. By adding a child to your Yahoo! Family Account, you also give your child permission to access many areas of the Service, including, email, message boards and instant messaging (among others). Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Service areas and/or Content (as defined in Section 6 below) are appropriate for your child.

4. YAHOO! PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://privacy.yahoo.com/, or if you came from Yahoo! Kids, then see our Yahoo! Kids privacy policy at http://www.yahooligans.com/docs/privacy/. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Yahoo! and its affiliates.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Yahoo! of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Yahoo! cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Yahoo!, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Yahoo! does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Yahoo! be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

  1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a Yahoo! official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
  7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose (please read our complete Spam Policy);
  8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
  10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
  12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  13. "stalk" or otherwise harass another;
  14. and/or collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
You acknowledge that Yahoo! may or may not pre-screen Content, but that Yahoo! and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, Yahoo! and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Yahoo! or submitted to Yahoo!, including without limitation information in Yahoo! Message Boards and in all other parts of the Service.

You acknowledge, consent and agree that Yahoo! may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Yahoo!, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Yahoo! and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. INTERSTATE NATURE OF COMMUNICATIONS ON YAHOO! NETWORK
When you register with Yahoo!, you acknowledge that in using Yahoo! services to send electronic communications (including but not limited to email, search queries, sending messages to Yahoo! Chat or Yahoo! Groups, uploading photos and files to Yahoo! Photos or Briefcase, and other Internet activities), you will be causing communications to be sent through Yahoo!'s computer networks, portions of which are located in California, Texas, Virginia, and other locations in the United States and portions of which are located abroad. As a result, and also as a result of Yahoo!'s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in interstate data transmissions.

8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

9. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE Yahoo! does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant Yahoo! the following worldwide, royalty-free and non-exclusive license(s), as applicable:

  • With respect to Content you submit or make available for inclusion on publicly accessible areas of Yahoo! Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific Yahoo! Group to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or Yahoo! removes such Content from the Service.
  • With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service other than Yahoo! Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or Yahoo! removes such Content from the Service.
  • With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service other than Yahoo! Groups, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
"Publicly accessible" areas of the Service are those areas of the Yahoo! network of properties that are intended by Yahoo! to be available to the general public. By way of example, publicly accessible areas of the Service would include Yahoo! Message Boards and portions of Yahoo! Groups, Photos and Briefcase that are open to both members and visitors. However, publicly accessible areas of the Service would not include portions of Yahoo! Groups that are limited to members, Yahoo! services intended for private communication such as Yahoo! Mail or Yahoo! Messenger, or areas off of the Yahoo! network of properties such as portions of World Wide Web sites that are accessible via hypertext or other links but are not hosted or served by Yahoo!.

10. CONTRIBUTIONS TO YAHOO!
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Yahoo! through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Yahoo! is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Yahoo! shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Yahoo! may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Yahoo! without any obligation of Yahoo! to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Yahoo! under any circumstances.

11. INDEMNITY
You agree to indemnify and hold Yahoo! and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

12. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Yahoo! ID), use of the Service, or access to the Service.

13. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Yahoo! may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Yahoo!'s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Yahoo! has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that Yahoo! reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Yahoo! reserves the right to modify these general practices and limits from time to time.

14. MODIFICATIONS TO SERVICE
Yahoo! reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Yahoo! shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

15. TERMINATION
You agree that Yahoo! may, under certain circumstances and without prior notice, immediately terminate your Yahoo! account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your Yahoo! account includes (a) removal of access to all offerings within the Service, including but not limited to Yahoo! Mail, Groups, Messenger, Chat, Domains, Personals, Auctions, Message Boards, Greetings, Alerts and Games, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in Yahoo!'s sole discretion and that Yahoo! shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

16. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Yahoo! shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

17. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Yahoo! has no control over such sites and resources, you acknowledge and agree that Yahoo! is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Yahoo! shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

18. YAHOO!'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Yahoo! or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Yahoo! grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Yahoo! for use in accessing the Service.

19. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YAHOO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
  3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YAHOO! OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
  5. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
20. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAHOO! AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YAHOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

21. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 18 AND 19 MAY NOT APPLY TO YOU.

22. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If you intend to create or join any service, receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, please read the above Sections 19 and 20 again. They go doubly for you. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. Yahoo! and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions based on such information.

23. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

24. NOTICE
Yahoo! may provide you with notices, including those regarding changes to the TOS, by email, regular mai